Letter of Offer

April 6, 2023
For Eligible Shareholders only

SOM DISTILLERIES AND BREWERIES LIMITED

Som Distilleries and Breweries Limited (“Company” or “Issuer”) was incorporated on March 26, 1993 as a public limited company
under the Companies Act, 1956 with the Registrar of Companies, Delhi & Haryana at Delhi. For details, including reasons for
changes in the registered office of our Company, “General Information” on page 40 of this Letter of Offer.
Registered Office: 1A, Zee Plaza, Arjun Nagar, S.J. Enclave, Kamal Cinema Road, New Delhi – 110 029, India;
Corporate Office: 23, Zone-II, M.P. Nagar, Bhopal – 462 011, Madhya Pradesh, India; Tel: +91 755 4271 271 / + 91 755 4278 827;
Contact Person: Om Prakash Singh, Company Secretary and Compliance Officer; E-mail: [email protected]; Website: www.somindia.com;
Corporate Identification Number: L74899DL1993PLC052787
OUR PROMOTERS: JAGDISH KUMAR ARORA, AJAY KUMAR ARORA, SUNITA ARORA, NATASHA ARORA, SWEENA ARORA,
DEEPAK ARORA, SURJEET LAL, AALOK DEEP FINANCE PRIVATE LIMITED AND SOM DISTILLERIES PRIVATE LIMITED
FOR PRIVATE CIRCULATION TO THE ELIGIBLE EQUITY SHAREHOLDERS OF SOM DISTILLERIES AND BREWERIES
LIMITED (THE “COMPANY” OR THE “ISSUER”) ONLY
ISSUE OF UPTO 34,95,952 EQUITY SHARES OF FACE VALUE ₹ 5 EACH (“RIGHTS EQUITY SHARES”) OF OUR COMPANY
FOR CASH AT A PRICE OF ₹ 140 EACH INCLUDING A SHARE PREMIUM OF ₹ 135 PER RIGHTS EQUITY SHARE (THE “ISSUE
PRICE”), AGGREGATING UPTO ₹ 4,894.33 LAKHS# ON A RIGHTS BASIS TO THE EXISTING EQUITY SHAREHOLDERS OF
OUR COMPANY IN THE RATIO OF 10 (TEN) RIGHTS EQUITY SHARES FOR EVERY 211 (TWO HUNDRED ELEVEN) FULLY
PAID-UP EQUITY SHARES HELD BY THE EXISTING EQUITY SHAREHOLDERS ON THE RECORD DATE, THAT IS ON
FRIDAY, APRIL 14, 2023 (THE “ISSUE”). THE ISSUE PRICE FOR THE RIGHTS EQUITY SHARES IS 28 TIMES THE VALUE OF
THE EQUITY SHARES. FOR FURTHER DETAILS, PLEASE REFER TO THE CHAPTER TITLED “TERMS OF THE ISSUE” ON
PAGE 117 OF THIS LETTER OF OFFER.
#
Assuming full subscription.
WILFUL DEFAULTERS OR FRAUDULENT BORROWER
NEITHER OUR COMPANY NOR ANY OF OUR PROMOTERS OR DIRECTORS IS CATEGORISED AS A WILFUL DEFAULTER
OR A FRAUDULENT BORROWER.
GENERAL RISK
Investments in equity and equity-related securities involve a degree of risk and investors should not invest any funds in the Issue unless they
can afford to take the risk of losing their entire investment. Investors are advised to read the risk factors carefully before taking an investment
decision in the Issue. For taking an investment decision, investors must rely on their own examination of our Company and the Issue, including
the risks involved. The Rights Equity Shares in the Issue have not been recommended or approved by the Securities and Exchange Board of India
(“SEBI”), nor does SEBI guarantee the accuracy or adequacy of the contents of this Letter of Offer. Specific attention of the investors is invited
to the section titled “Risk Factors” on page 18 of this Letter of Offer.
COMPANY’S ABSOLUTE RESPONSIBILITY
Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Letter of Offer contains all information with
regards to the Company and the Issue, which is material in the context of the Issue, that the information contained in this Letter of Offer is true
and correct in all material aspects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly
held and that there are no other facts, the omission of which makes this Letter of Offer as a whole or any of such information or the expression
of any such opinions or intentions, misleading in any material respect.
LISTING
The existing Equity Shares are listed on BSE Limited (“BSE”) and National Stock Exchange of India Limited (“NSE”) (BSE and NSE together
the “Stock Exchanges”). Our Company has received ‘in-principle’ approvals from the BSE and NSE for listing the Rights Equity Shares to be
allotted pursuant to this Issue vide their letters dated March 17, 2023 and March 6, 2023, respectively. Our Company will also make applications
to the Stock Exchanges to obtain trading approvals for the Rights Entitlements as required under the SEBI circular bearing reference number
SEBI/HO/CFD/DIL2/CIR/P/2020/13 dated January 22, 2020. For the purpose of this Issue, the Designated Stock Exchange is BSE.
LEAD MANAGER TO THE ISSUE REGISTRAR TO THE ISSUE

VIVRO FINANCIAL SERVICES PRIVATE LIMITED MAS SERVICES LIMITED

607/608 Marathon Icon, Opp. Peninsula Corporate Park, T-34, 2nd Floor, Okhla Industrial Area,
Off. Ganpatrao Kadam Marg, Veer Santaji Lane, Phase - II, New Delhi - 110 020, India.
Lower Parel, Mumbai – 400 013, Maharashtra, India. Telephone: +91 11 2638 7281/ 82/ 83, 4132 0335
Telephone: +91 22 6666 8040 Facsimile: +91 11 2638 7384
E-mail: [email protected] E-mail: [email protected]
Website: www.vivro.net Website: www.masserv.com
Investor Grievance E-mail: [email protected] Investor Grievance E-mail: [email protected]
Contact Person: Anshul Nenawati / Viral Shah Contact Person: N.C. Pal
SEBI Registration Number: INM000010122 SEBI Registration Number: INR000000049
ISSUE PROGRAMME
ISSUE OPENS ON LAST DATE FOR ON MARKET RENUNCIATION* ISSUE CLOSES ON**
WEDNESDAY, APRIL 26, 2023 MONDAY, MAY 8, 2023 THURSDAY, MAY 11, 2023
* Eligible Equity Shareholders are requested to ensure that renunciation through off-market transfer is completed in such a manner that the Rights Entitlements are credited to the demat
account of the Renouncees on or prior to the Issue Closing Date.
** Our Board or Rights Issue Committee thereof will have the right to extend the Issue period as it may determine from time to time, provided that this Issue will not remain open in excess of
30 (Thirty) days from the Issue Opening Date (inclusive of the Issue Opening Date). Further, no withdrawal of Application shall be permitted by any Applicant after the Issue Closing Date.
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 TABLE OF CONTENTS

SECTION I – GENERAL ....................................................................................................................... 1

DEFINITIONS AND ABBREVIATIONS ............................................................................................... 1
NOTICE TO INVESTORS ....................................................................................................................... 9
CERTAIN CONVENTIONS, USE OF FINANCIAL INFORMATION AND CURRENCY OF
PRESENTATION ................................................................................................................................... 11
FORWARD – LOOKING STATEMENTS ............................................................................................ 14
SUMMARY OF THIS LETTER OF OFFER ......................................................................................... 16

SECTION II – RISK FACTORS .......................................................................................................... 18

SECTION III – INTRODUCTION ...................................................................................................... 39

THE ISSUE ............................................................................................................................................. 39
GENERAL INFORMATION ................................................................................................................. 40
CAPITAL STRUCTURE ....................................................................................................................... 45
OBJECTS OF THE ISSUE ..................................................................................................................... 48
STATEMENT OF SPECIAL TAX BENEFITS ..................................................................................... 53

SECTION IV – ABOUT THE COMPANY ......................................................................................... 57

INDUSTRY OVERVIEW ...................................................................................................................... 57
OUR BUSINESS .................................................................................................................................... 68
OUR MANAGEMENT AND ORGANISATIONAL STRUCTURE .................................................... 81

SECTION V – FINANCIAL INFORMATION ................................................................................... 85

FINANCIAL STATEMENTS ................................................................................................................ 85
STATEMENT OF ACCOUNTING RATIOS ........................................................................................ 86
MATERIAL DEVELOPMENTS ........................................................................................................... 89
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL POSITION AND RESULTS
OF OPERATIONS.................................................................................................................................. 90

SECTION VI - LEGAL AND OTHER INFORMATION ............................................................... 100

OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS ........................................... 100
GOVERNMENT AND OTHER STATUTORY APPROVALS .......................................................... 108
OTHER REGULATORY AND STATUTORY DISCLOSURES ....................................................... 109

SECTION VII – ISSUE RELATED INFORMATION .................................................................... 117

TERMS OF THE ISSUE ...................................................................................................................... 117
RESTRICTIONS ON FOREIGN OWNERHIP OF INDIAN SECURITIES ....................................... 149

SECTION VIII – OTHER INFORMATION .................................................................................... 151

MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION ............................................. 151
DECLARATION .................................................................................................................................. 152
 SECTION I – GENERAL

DEFINITIONS AND ABBREVIATIONS

This Letter of Offer uses the definitions and abbreviations set forth below, which you should consider when
reading the information contained herein. The following list of certain capitalised terms used in this Letter of
Offer is intended for the convenience of the reader/prospective investor only and is not exhaustive.

This Letter of Offer uses the definitions and abbreviations set forth below, which, unless the context otherwise
indicates or implies, or unless otherwise specified, shall have the meaning as provided below. References to any
legislation, act, regulation, rules, guidelines or policies shall be to such legislation, act, regulation, rules,
guidelines or policies as amended, supplemented, or re-enacted from time to time and any reference to a
statutory provision shall include any subordinate legislation made from time to time under that provision.

The words and expressions used in this Letter of Offer, but not defined herein, shall have the same meaning (to
the extent applicable) ascribed to such terms under the SEBI ICDR Regulations, the Companies Act, 2013, the
SCRA, the Depositories Act, and the rules and regulations made thereunder. Notwithstanding the foregoing,
terms used in sections / chapters titled “Industry Overview”, “Statement of Tax Benefits, Financial Information
“Outstanding Litigation and Material Developments” and “Terms of the Issue” on pages 57, 53, 85, 100, and
117 respectively, shall, unless indicated otherwise, have the meanings ascribed to such terms in the respective
sections/ chapters.

General Terms

Term Description
“Company”, “our Som Distilleries and Breweries Limited, a public limited company incorporated
Company”, “the under Companies Act, 1956 having its registered office at, 1A, Zee Plaza, Arjun
Company”, “the Issuer”, Nagar, S.J. Enclave, Kamal Cinema Road, New Delhi – 110 029, India.
“Som” or
“SDBL”, “we”, “us”, or
“our”

Company Related Terms

Term Description
Articles / Articles of Articles / Articles of Association of our Company, as amended from time to time.
Association/ AoA
Audited Consolidated The audited consolidated financial statements of our Company for the financial year
Financial Statements ended March 31, 2022 which comprises of the consolidated balance sheet as at March
31, 2022, the consolidated statement of profit and loss including other comprehensive
income, the consolidated cash flow statement, the consolidated statement of changes in
equity for the year ended March 31, 2022, and notes to the consolidated financial
statements, including a summary of significant accounting policies and other
explanatory information. For details, see “Financial Information” on page 85 of this
Letter of Offer.
Audit Committee The Board of Directors of our Company constituted audit committee in accordance
with Regulation 18 of the Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015, as amended and Section 177 of the
Companies Act, 2013.
Auditor / Statutory The current statutory auditor of our Company, namely, M/s. AKB Jain & Co,
Auditor Chartered Accountants.
Board / Board of Board of directors of our Company or Rights Issue Committee thereof. For details of
Directors the Board of Directors, see “Our Management and Organisational Structure” on page
81 of the Letter of Offer.
Chairman and Jagdish Kumar Arora
Managing Director
Chief Financial Rajesh Kumar Dubey, the Chief Financial Officer of our Company.
Officer / CFO
Company Secretary Om Prakash Singh, the Company Secretary and the Compliance Officer of our
and Compliance Company.

1
Term Description
Officer
Corporate Office 23, Zone-II, M.P. Nagar, Bhopal – 462 011, Madhya Pradesh, India.
Equity Shareholder A holder of Equity Shares of our Company.
Equity Shares Equity shares of our Company of face value of ₹ 5 each.
Executive Directors Executive directors of our Company.
Independent The independent director(s) of our Company as per section 2(47) of the Companies Act,
Director(s) 2013 and Regulation 16(1)(b) of the SEBI Listing Regulations, and as described in the
chapter “Our Management and Organisational Structure” on page 81 of the Letter of
Offer.
Key Managerial Key managerial personnel of our Company in terms of the Companies Act, 2013 and
Personnel / KMP the SEBI ICDR Regulations as described in the subsection titled “Our Management –
Key Managerial Personnel” on page 81 of this Letter of Offer.
Limited Reviewed The Limited Reviewed Unaudited Consolidated Financial Results of our Company and
Unaudited subsidiaries for the nine months ended December 31, 2022 in accordance with
Consolidated Regulation 33 of SEBI Listing Regulations, including the notes thereto.
Financial Results
Materiality Policy A policy adopted by our Company, in the Board meeting held on January 24, 2023 for
identification of material litigation(s) for the purpose of disclosure of the same in this
Letter of Offer.
Memorandum of Memorandum of Association of our Company, as amended from time to time.
Association/ MoA
Non-executive Non-executive Directors of our Company.
Directors
Promoter(s) The Promoters of our Company namely Jagdish Kumar Arora, Ajay Kumar Arora,
Sunita Arora, Natasha Arora, Sweena Arora, Deepak Arora, Surjeet Lal, Aalok Deep
Finance Private Limited and Som Distilleries Private Limited.
Promoter Group Individuals and entities forming part of the promoter and promoter group in accordance
with Regulation 2(1)(pp) SEBI ICDR Regulations and which are disclosed by the
Company to Stock Exchanges from time to time.
Registered Office The registered office of our Company 1A, Zee Plaza, Arjun Nagar, S.J. Enclave,
Kamal Cinema Road, New Delhi – 110 029, India.
Registrar of Registrar of Companies, Delhi & Haryana situated at 4 th Floor, IFCI Tower, 61, Nehru
Companies / RoC Place, New Delhi – 110 019, India
Rights Issue The Committee of our Board reconstituted through the board resolution dated January
Committee 24, 2023.
Shareholders / Equity The Equity Shareholders of our Company, from time to time.
Shareholders
Subsidiaries Companies or body corporates constituting the subsidiaries of our Company as
determined in terms of Section 2(87) of the Companies Act, in our case the
subsidiaries of our Company namely:
a) Woodpecker Distilleries & Breweries Private Limited
b) Som Distilleries & Breweries Odisha Private Limited

Issue Related Terms

Term Description
Abridged Letter of Abridged Letter of Offer to be sent to the Eligible Equity Shareholders with respect to
Offer / ALOF the Issue in accordance with the provisions of the SEBI ICDR Regulations and the
Companies Act.
Additional Rights The Rights Equity Shares applied or allotted under this Issue in addition to the Rights
Equity Shares / Entitlement.
Additional Equity
Shares
Allot / Allotment / Unless the context otherwise requires, the Allotment of Rights Equity Shares pursuant
Allotted to the Issue.
Allotment Account The account opened with the Banker(s) to the Issue, into which amounts blocked by
Application Supported by Blocked Amount in the ASBA Account, with respect to
successful Applicants will be transferred on the Transfer Date in accordance with

2
Term Description
Section 40(3) of the Companies Act.
Allotment Account Bank(s) which are clearing members and registered with SEBI as bankers to an issue
Bank and with whom the Allotment Accounts will be opened, in this case being, ICICI
Bank Limited.
Allotment Advice Note, advice or intimation of Allotment sent to each successful Applicant who has
been or is to be Allotted the Rights Equity Shares pursuant to the Issue.
Allotment Date Date on which the Allotment is made pursuant to the Issue.
Allottee(s) Person(s) who are Allotted Rights Equity Shares pursuant to the Allotment.
Applicant(s) / Eligible Equity Shareholder(s) and / or Renouncee(s) who are entitled to make an
Investor(s) application for the Rights Equity Shares pursuant to the Issue in terms of this Letter of
Offer.
Application Application made through submission of the Common Application Form or plain
paper Application to the Designated Branch(es) of the SCSBs or online / electronic
application through the website of the SCSBs (if made available by such SCSBs)
under the ASBA process, to subscribe to the Rights Equity Shares at the Issue Price.
Application Form / Unless the context otherwise requires, an application form (including online
Common Application application form available for submission of application through the website of the
Form SCSBs (if made available by such SCSBs) under the ASBA process) used by an
Investor to make an application for the Allotment of the Rights Equity Shares in the
Issue.
Application Money Aggregate amount payable in respect of the Rights Equity Shares applied for in the
Issue at the Issue Price.
Application Supported Application (whether physical or electronic) used by ASBA Applicants to make an
by Blocked Amount / Application authorizing the SCSB to block the amount payable on application in the
ASBA ASBA Account maintained with such SCSB.
ASBA Account Account maintained with a SCSB and as specified in the Common Application Form
or plain paper application, as the case may be, for blocking the amount mentioned in
the Common Application Form or the plain paper application, in case of Eligible
Equity Shareholders, as the case may be.
ASBA Circulars Collectively, the SEBI circular bearing reference number
SEBI/CFD/DIL/ASBA/1/2009/30/12 dated December 30, 2009, the SEBI circular
bearing reference number CIR/CFD/DIL/1/2011 dated April 29, 2011 and any other
circular issued by SEBI in this regard and any subsequent circulars or notifications
issued by SEBI in this regard.
Banker to the Issue Collectively, the Escrow Collection Bank and the Refund Bank to the Issue, in this
case being ICICI Bank Limited.
Banker to the Issue Agreement dated March 16, 2023 entered into by and among our Company, the
Agreement Registrar to the Issue, the Lead Manager and the Banker to the Issue for receipt of the
Application Money.
Basis of Allotment The basis on which the Rights Equity Shares will be Allotted to successful applicants
in the Issue and which is described in “Terms of the Issue” on page 117 of this Letter
of Offer.
Controlling Branches / Such branches of the SCSBs which coordinate with the Lead Manager, the Registrar
Controlling Branches to the Issue and the Stock Exchanges, a list of which is available on
of the SCSBs http://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes, updated
from time to time or at such other website(s) as may be prescribed by the SEBI from
time to time.
Demographic Details of Investors including the Investor’s address, name of the Investor’s
Details father/husband, investor status, occupation and bank account details, where
applicable.
Designated SCSB Such branches of the SCSBs which shall collect the Application Form submitted by
Branches ASBA Bidders, a list of which is available on the website of SEBI at
http://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId
=35, updated from time to time, or at such other website as may be prescribed by
SEBI from time to time.
Designated Stock BSE Limited
Exchange
Depository(ies) NSDL and CDSL or any other depository registered with SEBI under the Securities

3
Term Description
and Exchange Board of India (Depositories and Participants) Regulations, 2018 as
amended from time to time read with the Depositories Act, 1996.
Draft Letter of Offer / The draft letter of offer dated February 27, 2023, filed with the Stock Exchanges, for
DLOF its observations and in-principle approvals.
Eligible Equity Existing Equity Shareholders as on the Record Date i.e., Friday, April 14, 2023.
Shareholders Please note that the investors eligible to participate in the Issue exclude certain
overseas shareholders. For further details, see “Notice to Investors” on page 9 of this
Letter of Offer.
Issue / Rights Issue Issue of up to 34,95,952 Rights Equity Shares for cash at a price of ₹140 per Rights
Equity Share (including a share premium of ₹135 per Rights Equity Share)
aggregating up to ₹4,894.33 lakhs* on a rights basis to the Eligible Equity
Shareholders of our Company in the ratio of 10 (Ten) Rights Equity Shares for every
211 (Two Hundred Eleven) fully paid-up Equity Shares held by the Eligible Equity
Shareholders on the Record Date i.e., Friday, April 14, 2023.
*Assuming full subscription
Issue Agreement Agreement dated February 23, 2023 entered into between our Company and the Lead
Manager, pursuant to which certain arrangements are agreed to in relation to the
issue.
Issue Closing Date Thursday, May 11, 2023
Issue Materials Collectively, the Letter of Offer, the Abridged Letter of Offer, the Common
Application Form and Rights Entitlement Letter, any other issue material relating to
the Issue.
Issue Opening Date Wednesday, April 26, 2023
Issue Period The period between the Issue Opening Date and the Issue Closing Date, inclusive of
both days, during which Applicants / Investors can submit their Applications, in
accordance with the SEBI ICDR Regulations.
Issue Price ₹140 per Rights Equity Share.
Issue Proceeds The gross proceeds raised through the Issue
Issue Size Amount aggregating up to ₹4,894.33.00 lakhs*
*Assuming full subscription.
Lead Manager to the Vivro Financial Services Private Limited
Issue / Lead Manager
Letter of Offer / LOF The letter of offer dated April 6, 2023 filed with the Stock Exchanges and with SEBI.
Multiple Application Multiple application forms submitted by an Eligible Equity Shareholder / Renouncee
Forms in respect of the Rights Entitlement available in their demat account. However
supplementary applications in relation to further Equity Shares with / without using
additional Rights Entitlements will not be treated as multiple application.
Net Proceeds Issue Proceeds less the Issue related expenses. For details, see “Objects of the Issue”
on page 48 of the Letter of Offer.
Non-Institutional An Investor other than a Retail Individual Investor or Qualified Institutional Buyer as
Bidders / NIIs defined under Regulation 2(1)(jj) of the SEBI ICDR Regulations.
Off Market The renunciation of Rights Entitlements undertaken by the Investor by transferring
Renunciation them through off market transfer through a depository participant in accordance with
the SEBI Rights Issue Circulars and the circulars issued by the Depositories, from
time to time, and other applicable laws.
On Market The renunciation of Rights Entitlements undertaken by the Investor by trading them
Renunciation over the secondary market platform of the Stock Exchanges through a registered
stock broker in accordance with the SEBI Rights Issue Circulars and the circulars
issued by the Stock Exchanges, from time to time, and other applicable laws, on or
before Monday, May 8, 2023.
QIBs / Qualified Qualified institutional buyers as defined under Regulation 2(1)(ss) of the SEBI ICDR
Institutional Buyers Regulations.
Record Date Designated date for the purpose of determining the Equity Shareholders eligible to
apply for Rights Equity Shares, being Friday, April 14, 2023.
Refund Bank The Banker to the Issue with whom the Refund Account will be opened, in this case
being ICICI Bank Limited.
Registrar to the Issue / MAS Services Limited.
Registrar

4
Term Description
Registrar Agreement Agreement dated February 23, 2023, entered into among our Company and the
Registrar in relation to the responsibilities and obligations of the Registrar to the Issue
pertaining to the Issue.
Renouncee(s) Person(s) who has/have acquired Rights Entitlements from the Eligible Equity
Shareholders on renunciation either through On Market Renunciation or through Off
Market Renunciation in accordance with the SEBI ICDR Regulations, the SEBI
Rights Issue Circular, the Companies Act and any other applicable law.
Renunciation Period The period during which the Investors can renounce or transfer their Rights
Entitlements which shall commence from the Issue Opening Date i.e., Wednesday,
April 26, 2023. Such period shall close on Monday, May 8, 2023, in case of On
Market Renunciation. Eligible Equity Shareholders are requested to ensure that
renunciation through off-market transfer is completed in such a manner that the
Rights Entitlements are credited to the demat account of the Renouncee on or prior to
the Issue Closing Date i.e., Thursday, May 11, 2023.
Retail Individual An individual Investor (including an HUF applying through karta) who has applied
Bidders(s) / Retail for Rights Equity Shares and whose Application Money is not more than ₹200,000 in
Individual Investor(s) / the Issue as defined under Regulation 2(1)(vv) of the SEBI ICDR Regulations.
RII(s) / RIB(s)
Rights Entitlements / Number of the Equity Shares that an Eligible Equity Shareholder is entitled to in
REs proportion to the number of the Equity Shares held by the Eligible Equity Shareholder
on the Record Date, in this case being 10 (Ten) Rights Equity Shares for every 211
(Two Hundred Eleven) Equity Shares held by an Eligible Equity Shareholder.

Pursuant to the provisions of the SEBI ICDR Regulations and the SEBI Rights Issue
Circulars, the Rights Entitlements shall be credited in dematerialised form in
respective demat accounts of the Eligible Equity Shareholders before the Issue
Opening Date.
Rights Entitlement Letter including details of Rights Entitlements of the Eligible Equity Shareholders.
Letter
Rights Equity Shares/ Equity Shares of our Company to be Allotted pursuant to this Issue, on fully paid-up
Rights Shares basis on Allotment.
SEBI Rights Issue SEBI circular bearing reference number SEBI/HO/CFD/DIL2/CIR/P/2020/13 dated
Circulars January 22, 2020 read with SEBI circular bearing reference number
SEBI/HO/CFD/SSEP/CIR/P/2022/66 dated May 19, 2022 and any other circular
issued by SEBI in this regard and any subsequent circulars or notifications issued by
SEBI in this regard.
Self-Certified Self-certified syndicate banks registered with SEBI, which offers the facility of
Syndicate Banks / ASBA. A list of all SCSBs is available on
SCSBs http://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes, updated
from time to time or at or such other website(s) as maybe prescribed by SEBI from
time to time.
Stock Exchanges Stock exchanges where the Equity Shares are presently listed, being BSE and NSE.
Transfer Date The date on which the Application Money blocked in the ASBA Account will be
transferred to the Allotment Account(s) in respect of successful Applications, upon
finalization of the Basis of Allotment, in consultation with the Designated Stock
Exchange.
Wilful Defaulter / An entity or person categorised as a wilful defaulter or a fraudulent borrower by any
Fraudulent Borrower bank or financial institution or consortium thereof, in terms of Regulation 2(1)(lll) of
the SEBI ICDR Regulations.
Working Day In terms of Regulation 2(1)(mmm) of SEBI ICDR Regulations, working day means
all days on which commercial banks in Mumbai are open for business. Further, in
respect of Issue Period, working day means all days, excluding Saturdays, Sundays
and public holidays, on which commercial banks in Mumbai are open for business.
Furthermore, the time period between the Issue Closing Date and the listing of Equity
Shares on the Stock Exchanges, working day means all trading days of the Stock
Exchanges, excluding Sundays and bank holidays, as per circulars issued by SEBI.

5
Business and Industry related Terms or Abbreviations

Term Description
AIDA All India Distilleries Association
AlcoBev Alcoholic Beverages
B2B Business to Business
bps Basis points
CAGR Compounded Annual Growth Rate
Case 12 bottles of 650 ml each totaling 7.8 liters
Covid-19 Coronavirus Disease 2019
F&B Food and Beverage
FOB Free On Board
GDP Gross Domestic Product
GVA Gross Value Added
ICRA Investment Information and Credit Rating Agency of India Limited
IMF International Monetary Fund
IMFL Indian Made Foreign Liquor
INR Indian Rupee (₹)
KL Kilo Liters
OPM Operating profit margins
RTD Ready to Drink
USA/US United States of America
USD/ US$ US Dollar

Conventional and General Terms or Abbreviations

Term Description
₹/ Rs./ Rupees/ INR Indian Rupees
A/c Account
AGM Annual general meeting
AIF Alternative Investment Fund, as defined and registered with SEBI under the
Securities and Exchange Board of India (Alternative Investment Funds)
Regulations, 2012
AS Accounting Standards issued by the Institute of Chartered Accountants of India
BSE BSE Limited
CSE Calcutta Stock Exchange
CAGR Compounded Annual Growth Rate
CDSL Central Depository Services (India) Limited
CFO Chief Financial Officer
CIN Corporate Identification Number
CIT Commissioner of Income Tax
CLRA Contract Labour (Regulation and Abolition) Act, 1970
Companies Act, 2013 / Companies Act, 2013 along with rules made thereunder.
Companies Act
Companies Act 1956 Companies Act, 1956, and the rules thereunder (without reference to the
provisions thereof that have ceased to have effect upon the notification of the
Notified Sections).
COVID-19 The novel coronavirus disease which was declared as a Public Health Emergency
of International Concern on January 30, 2020, and a pandemic on March 11,
2020 by the World Health Organization
CSR Corporate Social Responsibility
Depository(ies) A depository registered with SEBI under the Securities and Exchange Board of
India (Depositories and Participants) Regulations, 1996.
Depositories Act The Depositories Act, 1996
DIN Director Identification Number
DP ID Depository Participant’s Identification Number
EBITDA Earnings before Interest, Tax, Depreciation and Amortisation
EGM Extraordinary General Meeting

6
Term Description
EPF Act Employees’ Provident Fund and Miscellaneous Provisions Act, 1952
EPS Earnings per share
ESI Act Employees’ State Insurance Act, 1948
FCNR Account Foreign Currency Non Resident (Bank) account established in accordance with
the FEMA
FEMA The Foreign Exchange Management Act, 1999 read with rules and regulations
thereunder
FEMA Rules The Foreign Exchange Management (Non-debt instruments) Rules, 2019
Financial Year / Fiscal The period of 12 months commencing on April 1 of the immediately preceding
calendar year and ending on March 31 of that particular calendar year
FPIs A foreign portfolio investor who has been registered pursuant to the SEBI FPI
Regulations, provided that any FII who holds a valid certificate of registration
shall be deemed to be an FPI until the expiry of the block of three years for which
fees have been paid as per the Securities and Exchange Board of India (Foreign
Institutional Investors) Regulations, 1995
Fugitive Economic An individual who is declared a fugitive economic offender under Section 12 of
Offender the Fugitive Economic Offenders Act, 2018
FVCI Foreign Venture Capital Investors (as defined under the Securities and Exchange
Board of India (Foreign Venture Capital Investors) Regulations, 2000) registered
with SEBI
FVCI Regulations Securities and Exchange Board of India (Foreign Venture Capital Investors)
Regulations, 2000
GDP Gross Domestic Product
GoI / Government The Government of India
GST Goods and Services Tax
HUF(s) Hindu Undivided Family(ies)
ICAI Institute of Chartered Accountants of India
ICSI The Institute of Company Secretaries of India
IFRS International Financial Reporting Standards
IFSC Indian Financial System Code
Income Tax Act / IT Act Income Tax Act, 1961
Ind AS The Indian Accounting Standards referred to in the Companies (Indian
Accounting Standard) Rules, 2015, as amended
Indian GAAP Generally Accepted Accounting Principles in India
Insider Trading Securities and Exchange Board of India (Prohibition of Insider Trading)
Regulations Regulations, 2015, as amended
Insolvency Code Insolvency and Bankruptcy Code, 2016, as amended
INR or ₹ or Rs. or Indian Indian Rupee, the official currency of the Republic of India
Rupees
ISIN International Securities Identification Number
IT Information Technology
MCA The Ministry of Corporate Affairs, GoI
Mn /mn Million
Mutual Funds Mutual funds registered with the SEBI under the Securities and Exchange Board
of India (Mutual Funds) Regulations, 1996
N.A. or NA Not Applicable
NAV Net Asset Value
Notified Sections The sections of the Companies Act, 2013 that have been notified by the MCA
and are currently in effect.
NSDL National Securities Depository Limited
NSE National Stock Exchange of India Limited
OCB A company, partnership, society or other corporate body owned directly or
indirectly to the extent of at least 60% by NRIs including overseas trusts, in
which not less than 60% of beneficial interest is irrevocably held by NRIs
directly or indirectly and which was in existence on October 3, 2003 and
immediately before such date was eligible to undertake transactions pursuant to
general permission granted to OCBs under FEMA. OCBs are not allowed to

7
Term Description
invest in the Issue.
p.a. Per annum
P/E Ratio Price/Earnings Ratio
PAN Permanent account number
PAT Profit after Tax
Payment of Bonus Act Payment of Bonus Act, 1965
Payment of Gratuity Act Payment of Gratuity Act, 1972
RBI The Reserve Bank of India
RBI Act Reserve Bank of India Act, 1934, as amended
Regulation S Regulation S under the United States Securities Act of 1933, as amended
SCRA Securities Contract (Regulation) Act, 1956 of 1933, as amended
SCRR The Securities Contracts (Regulation) Rules, 1957 as amended
SEBI The Securities and Exchange Board of India constituted under the SEBI Act
SEBI Act The Securities and Exchange Board of India Act, 1992
SEBI AIF Regulations Securities and Exchange Board of India (Alternative Investments Funds)
Regulations, 2012, as amended
SEBI FPI Regulations Securities and Exchange Board of India (Foreign Portfolio Investors)
Regulations, 2014, as amended
SEBI ICDR Regulations The Securities and Exchange Board of India (Issue of Capital and Disclosure
Requirements) Regulations, 2018, as amended
SEBI Listing Regulations Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, as amended
SEBI Takeover Regulations The Securities and Exchange Board of India (Substantial Acquisition of Shares
and Takeovers) Regulations, 2011, as amended
SEBI VCF Regulations Securities and Exchange Board of India (Venture Capital Funds) Regulations,
1996
Securities Act The United States Securities Act of 1933.
STT Securities Transaction Tax
State Government The government of a state in India
Trademarks Act Trademarks Act, 1999
TDS Tax deducted at source
US$ / USD / US Dollar United States Dollar, the official currency of the United States of America
USA / U.S. / US / United United States of America
States
U.S. GAAP Generally Accepted Accounting Principles in the United States of America
VAT Value Added Tax
VCFs Venture capital funds as defined in and registered with the SEBI under the
Securities and Exchange Board of India (Venture Capital Fund) Regulations,
1996 or the Securities and Exchange Board of India (Alternative Investment
Funds) Regulations, 2012, as the case may be
w.e.f. With effect from
Year/Calendar Year Unless context otherwise requires, shall refer to the twelve-month period ending
December 31 of a particular year

8
 NOTICE TO INVESTORS

The distribution of this Letter of Offer, the Abridged Letter of Offer, Application Form and Rights Entitlement
Letter any other issue material relating to the Issue (collectively “Issue Materials”) and the issue of Rights
Entitlement and Rights Equity Shares to persons in certain jurisdictions outside India may be restricted by legal
requirements prevailing in those jurisdictions. Persons into whose possession the Issue Material may come are
required to inform themselves about and observe such restrictions.

In accordance with the SEBI ICDR Regulations, Issue Materials will be sent/ dispatched only to the Eligible
Equity Shareholders who have a registered address in India or who have provided an Indian address to our
Company. In case such Eligible Equity Shareholders have provided their valid e-mail address, the Abridged
Letter of Offer, the Application Form, the Rights Entitlement Letter and other Issue material will be sent only to
their valid e-mail address and in case such Eligible Equity Shareholders have not provided their email address,
then the Abridged Letter of Offer, the Application Form, the Rights Entitlement Letter and other Issue materials
will be physically dispatched, on a reasonable effort basis, to the Indian addresses provided by them. Those
overseas Shareholders, who do not update our records with their Indian address or the address of their duly
authorised representative in India, prior to the date on which we propose to e-mail or send a physical copy of the
Letter of Offer, the Abridged Letter of Offer, the Rights Entitlement Letter, the Application Form and other
applicable Issue materials, shall not be sent this Letter of Offer, the Abridged Letter of Offer, the Rights
Entitlement Letter the Application Form and other applicable Issue materials.

Investors can also access this Letter of Offer, the Abridged Letter of Offer and the Application Form from the
websites of our Company, the Registrar, the Lead Manager and the Stock Exchanges.

Our Company, the Lead Manager, and the Registrar will not be liable for non-dispatch of physical copies of
Issue Materials.

No action has been or will be taken to permit the Issue in any jurisdiction where action would be required for
that purpose. Accordingly, the Rights Entitlements or Rights Equity Shares may not be offered or sold, directly
or indirectly, and the Issue Materials or any offering materials or advertisements in connection with the Issue
may not be distributed, in whole or in part, in any jurisdiction, except in accordance with legal requirements
applicable in such jurisdiction. Receipt of the Issue Materials will not constitute an offer in those jurisdictions in
which it would be illegal to make such an offer and, in those circumstances, the Issue Materials must be treated
as sent for information purposes only and should not be acted upon for subscription to the Rights Equity Shares
and should not be copied or redistributed. Accordingly, persons receiving a copy of the Issue Materials should
not, in connection with the issue of the Rights Equity Shares or the Rights Entitlements, distribute or send the
Issue Materials to any person outside India where to do so, would or might contravene local securities laws or
regulations. If the Issue Materials is received by any person in any such jurisdiction, or by their agent or
nominee, they must not seek to subscribe to the Rights Equity Shares or the Rights Entitlements referred to in
the Issue Materials.

Any person who makes an application to acquire the Rights Entitlements or the Rights Equity Shares offered in
the Issue will be deemed to have declared, represented, warranted and agreed that such person is authorised to
acquire the Rights Entitlements or the Rights Equity Shares in compliance with all applicable laws and
regulations prevailing in his jurisdiction. Our Company, the Registrar or any other person acting on behalf of
our Company reserves the right to treat any Common Application Form as invalid where they believe that
Common Application Form is incomplete or acceptance of such Application Form may infringe applicable legal
or regulatory requirements and we shall not be bound to allot or issue any Rights Equity Shares or Rights
Entitlement in respect of any such Common Application Form.

Neither the delivery of the Issue Materials nor any sale hereunder, shall, under any circumstances, create any
implication that there has been no change in our Company’s affairs from the date hereof or the date of such
information or that the information contained herein is correct as at any time subsequent to the date of this Letter
of Offer or the date of such information.

9
THE CONTENTS OF THIS LETTER OF OFFER SHOULD NOT BE CONSTRUED AS LEGAL, TAX
OR INVESTMENT ADVICE. PROSPECTIVE INVESTORS MAY BE SUBJECT TO ADVERSE
FOREIGN, STATE OR LOCAL TAX OR LEGAL CONSEQUENCES AS A RESULT OF THE OFFER
RIGHTS OF EQUITY SHARES OR RIGHTS ENTITLEMENTS. ACCORDINGLY, EACH
INVESTOR SHOULD CONSULT ITS OWN COUNSEL, BUSINESS ADVISOR AND TAX ADVISOR
AS TO THE LEGAL, BUSINESS, TAX AND RELATED MATTERS CONCERNING THE OFFER OF
EQUITY SHARES. IN ADDITION, OUR COMPANY IS NOT MAKING ANY REPRESENTATION
TO ANY OFFEREE OR PURCHASER OF THE EQUITY SHARES REGARDING THE LEGALITY
OF AN INVESTMENT IN THE EQUITY SHARES BY SUCH OFFEREE OR PURCHASER UNDER
ANY APPLICABLE LAWS OR REGULATIONS.

NO OFFER IN THE UNITED STATES

THE RIGHTS ENTITLEMENTS AND THE RIGHTS EQUITY SHARES HAVE NOT BEEN AND WILL
NOT BE REGISTERED UNDER THE SECURITIES ACT OR THE SECURITIES LAWS OF ANY STATE
OF THE UNITED STATES AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OF
AMERICA OR THE TERRITORIES OR POSSESSIONS THEREOF (“UNITED STATES”), EXCEPT IN A
TRANSACTION NOT SUBJECT TO, OR EXEMPT FROM, THE REGISTRATION REQUIREMENTS OF
THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. THE OFFERING TO WHICH
THIS LETTER OF OFFER RELATES IS NOT, AND UNDER NO CIRCUMSTANCES IS TO BE
CONSTRUED AS, AN OFFERING OF ANY RIGHTS EQUITY SHARES OR RIGHTS ENTITLEMENT
FOR SALE IN THE UNITED STATES OR AS A SOLICITATION THEREIN OF AN OFFER TO BUY ANY
OF THE RIGHTS EQUITY SHARES OR RIGHTS ENTITLEMENT. THERE IS NO INTENTION TO
REGISTER ANY PORTION OF THE ISSUE OR ANY OF THE SECURITIES DESCRIBED HEREIN IN
THE UNITED STATES OR TO CONDUCT A PUBLIC OFFERING OF SECURITIES IN THE UNITED
STATES. ACCORDINGLY, THE ISSUE MATERIALS SHOULD NOT BE FORWARDED TO OR
TRANSMITTED IN OR INTO THE UNITED STATES AT ANY TIME.

Neither our Company nor any person acting on our behalf will accept a subscription or renunciation from any
person, or the agent of any person, who appears to be, or who our Company or any person acting on our behalf
has reason to believe is in the United States when the buy order is made. Envelopes containing an Application
Form and Rights Entitlement Letter should not be postmarked in the United States or otherwise dispatched from
the United States or any other jurisdiction where it would be illegal to make an offer, and all persons subscribing
for the Rights Equity Shares Issue and wishing to hold such Equity Shares in registered form must provide an
address for registration of these Equity Shares in India.

Rights Entitlements may not be transferred or sold to any person in the United States.

THIS DOCUMENT IS SOLELY FOR THE USE OF THE PERSON WHO RECEIVED IT FROM OUR
COMPANY OR FROM THE REGISTRAR. THIS DOCUMENT IS NOT TO BE REPRODUCED,
REDISTRIBUTED OR PASSED ON, DIRECTLY OR INDIRECTLY, TO ANY OTHER PERSON OR
PUBLISHED, IN WHOLE OR IN PART, FOR ANY PURPOSE.

10
CERTAIN CONVENTIONS, USE OF FINANCIAL INFORMATION AND CURRENCY OF
PRESENTATION

Certain Conventions

All references to “India” contained in this Letter of Offer are to the Republic of India and its territories and
possessions and all references herein to the “Government”, “Indian Government”, “GoI”, Central Government”
or the “State Government” are to the Government of India, central or state, as applicable. Unless otherwise
specified or the context otherwise requires, all references in this Letter of Offer to the ‘US’ or ‘U.S.’ or the
‘United States’ are to the United States of America and its territories and possessions.

Unless otherwise specified, any time mentioned in this Letter of Offer is in Indian Standard Time (“IST”).
Unless indicated otherwise, all references to a year in this Letter of Offer are to a calendar year.

A reference to the singular also refers to the plural and one gender also refers to any other gender, wherever
applicable.

Unless stated otherwise, all references to page numbers in this Letter of Offer are to the page numbers of this
Letter of Offer.

Financial Data

Unless stated otherwise or the context otherwise requires, the financial information and financial ratios in this
Letter of Offer has been derived from our Audited Consolidated Financial Results for the year ended March 31,
2022 and the Limited Reviewed Unaudited Consolidated Financial Statements for the nine months period ended
December 31, 2022. For details, please see “Financial Information” on page 85 of this Letter of Offer.

Our Company’s financial year commences on April 1 and ends on March 31 of the next year. Accordingly, all
references to a particular financial year, unless stated otherwise, are to the twelve (12) month period ended on
March 31 of that year.

We have prepared our annual Audited Consolidated Financial Statements in accordance with Ind AS and
Unaudited Consolidated Financial Results in accordance with recognition and measurement principles laid
down in Ind AS 34 prescribed under the Section 133 of the Companies Act 2013 and Regulation 33 of SEBI
Listing Regulations. Our Company publishes its financial statements in Indian Rupees. Any reliance by persons
not familiar with Indian accounting practices on the financial disclosures presented in this Letter of Offer should
accordingly, be limited.

In this Letter of Offer, any discrepancies in any table between the total and the sums of the amounts listed are
due to rounding off, and unless otherwise specified, all financial numbers in parenthesis represent negative
figures. Unless stated otherwise, throughout this Letter of Offer, all figures have been expressed in lakhs.

There are significant differences between Ind AS, US GAAP and IFRS. We have not provided a reconciliation
of the financial information to IFRS or US GAAP. Our Company has not attempted to also explain those
differences or quantify their impact on the financial data included in this Letter of Offer, and you are urged to
consult your own advisors regarding such differences and their impact on our financial data. Accordingly, the
degree to which the financial information included in this Letter of Offer will provide meaningful information is
entirely dependent on the reader’s level of familiarity with Indian accounting policies and practices, Ind AS, the
Companies Act and the SEBI ICDR Regulations. Any reliance by persons not familiar with these accounting
principles and regulations on our financial disclosures presented in this Letter of Offer should accordingly be
limited. For further information, see “Financial Information” on page 85.

11
Certain figures contained in this Letter of Offer, including financial information, have been subject to rounded
off adjustments. All figures in decimals (including percentages) have been rounded off to one or two decimals.
However, where any figures that may have been sourced from third-party industry sources are rounded off to
other than two decimal points in their respective sources, such figures appear in this Letter of Offer rounded-off
to such number of decimal points as provided in such respective sources. In this Letter of Offer, (i) the sum or
percentage change of certain numbers may not conform exactly to the total figure given; and (ii) the sum of the
numbers in a column or row in certain tables may not conform exactly to the total figure given for that column
or row. Any such discrepancies are due to rounding off.

Currency and Units of Presentation

All references to:

• “Rupees” or “₹” or “INR” or “Rs.” are to Indian Rupee, the official currency of the Republic of India;
• “USD” or “US$” or “$” are to United States Dollar, the official currency of the United States of America;
and

• “Euro” or “€” are to Euros, the official currency of the European Union.

Our Company has presented certain numerical information in this Letter of Offer in “lakh” or “lakhs” or “Lac”
units or in whole numbers. One lakh represents 1,00,000 and one million represents 10,00,000. All the numbers
in the document have been presented in lakh or in whole numbers where the numbers have been too small to
present in lakh. Any percentage amounts, as set forth in “Risk Factors”, “Our Business”, “Management’s
Discussion and Analysis of Financial Position and Results of Operations” and elsewhere in this Letter of Offer,
unless otherwise indicated, have been calculated based on our Audited Consolidated Financial Statements and
Limited Reviewed Unaudited Consolidated Financial Results.

Exchange Rates

This Letter of Offer contains conversions of certain other currency amounts into Indian Rupees that have been
presented solely to comply with the SEBI ICDR Regulations. These conversions should not be construed as a
representation that these currency amounts could have been, or can be converted into Indian Rupees, at any
particular rate or at all.

The following table sets forth, for the periods indicated, information with respect to the exchange rate between
the Indian Rupee and other foreign currencies:

Currency Exchange rate as on

December 31, 2022 March 31, 2022 March 31, 2021
1 USD 82.79 75.81 73.50
1 Euro 88.15 84.66 86.10
(Source: www.fbil.org.in)
Wherever the exchange rate was not available on account of a holiday, the exchange rate as of the immediately preceding working day has been provided.

Industry and Market Data

Unless stated otherwise, industry and market data used in this Letter of Offer has been extracted from thematic
report titled “Indian Alcohol Beverage Industry” dated January 2023 prepared and issued by ICRA Limited (the
“ICRA Report”).

Industry sources and publications generally state that the information contained therein has been obtained from
sources generally believed to be reliable, but that their accuracy, completeness and underlying assumptions are
not guaranteed and their reliability cannot be assured. Industry sources and publications are also prepared based
on information as of specific dates and may no longer be current or reflect current trends. The third party data in
relation to the industry and market data, has not been independently verified by our Directors, our Promoters or
the Lead Manager or any of their respective affiliates or advisors and none of these parties, jointly or severally,
make any representation as to the accuracy of this information. The data may have been re-classified by us for
the purposes of presentation. Data from these sources may also not be comparable. Such data involves risks,
uncertainties and numerous assumptions and is subject to change based on various factors, including those

12
discussed in “Risk Factors” on page 18 this Letter of Offer. Accordingly, investment decisions should not be
based solely on such information.

Industry sources and publications may also base their information on estimates, projections, forecasts and
assumptions that may prove to be incorrect. Accordingly, investors must rely on their independent examination
of, and should not place undue reliance on, or base their investment decision solely on this information. The
recipient should not construe any of the contents in this report as advice relating to business, financial, legal,
taxation or investment matters and are advised to consult their own business, financial, legal, taxation, and other
advisors concerning the transaction.

13
 FORWARD – LOOKING STATEMENTS

This Letter of Offer contains certain “forward-looking statements”. Forward looking statements appear
throughout this Letter of Offer, including, without limitation, under the chapters titled “Risk Factors”, “Our
Business” and “Management’s Discussion and Analysis of Financial Position and Results of Operations” and
“Industry Overview”. Forward-looking statements include statements concerning our Company’s plans,
objectives, goals, strategies, future events, future revenues or financial performance, capital expenditures,
financing needs, plans or intentions relating to acquisitions, our Company’s competitive strengths and
weaknesses, our Company’s business strategy and the trends our Company anticipates in the industries and the
political and legal environment, and geographical locations, in which our Company operates, and other
information that is not historical information. These forward-looking statements generally can be identified by
words or phrases such as “aim”, “anticipate”, “believe”, “continue”, “can”, “could”, “expect”, “estimate”,
“intend”, “likely”, “may”, “objective”, “plan”, “potential”, “project”, “pursue”, “shall”, “seek to”, “will”, “will
continue”, “will pursue”, “forecast”, “target”, or other words or phrases of similar import. Similarly, statements
that describe the strategies, objectives, plans or goals of our Company are also forward-looking statements.
However, these are not the exclusive means of identifying forward-looking statements.

All statements regarding our Company’s expected financial conditions, results of operations; business plans and
prospects are forward-looking statements. These forward-looking statements include statements as to our
Company’s business strategy, planned projects, revenue and profitability (including, without limitation, any
financial or operating projections or forecasts), new business and other matters discussed in this Letter of Offer
that are not historical facts. These forward-looking statements contained in this Letter of Offer (whether made
by our Company or any third party), are predictions and involve known and unknown risks, uncertainties,
assumptions and other factors that may cause the actual results, performance or achievements of our Company
to be materially different from any future results, performance or achievements expressed or implied by such
forward-looking statements or other projections.

Actual results may differ materially from those suggested by the forward-looking statements due to risks or
uncertainties associated with our expectations with respect to, but not limited to, regulatory changes pertaining
to the industry in which our Company operates and our ability to respond to them, our ability to successfully
implement our strategy, our growth and expansion, the competition in our industry and markets, technological
changes, our exposure to market risks, general economic and political conditions in India and globally which
have an impact on our business activities or investments, the monetary and fiscal policies of India, inflation,
deflation, unanticipated turbulence in interest rates, foreign exchange rates, equity prices or other rates or prices,
the performance of the financial markets in India and globally, changes in laws, regulations and taxes, incidence
of natural calamities and/or acts of violence. Important factors that could cause actual results to differ materially
from our Company’s expectations include, but are not limited to, the following:

• trends in the Indian alcohol industry;

• performance of the industries in which our clients operate;
• performance of our key clients and our relationship with our intermediaries;
• adverse effect of competition on our market share and profits;
• changes in technology and our ability to manage any disruption or failure of our technology systems;
• our ability to:
- manage our growth effectively;
- manage our credit risk;
- manage the quality of our products;
- hire and retain senior management personnel and other skilled manpower;
- manage cost of compliance with labor laws or other regulatory developments;
- manage our operating costs;
- manage breakdown or failure of equipment, power supply or processes, natural disasters and accidents;
- successfully implement our business strategies and expansion plans;
- maintain effective internal controls;
• adequate and timely supply of assets necessary for our operations such as vehicles and equipment;
• changes in general, political, social and economic conditions in India and elsewhere;
• general levels of GDP growth, and growth in employment and personal disposable income; and
• economic uncertainties, fiscal crises or instability in India.

14
For further discussion of factors that could cause the actual results to differ from our estimates and expectations,
see “Risk Factors”, “Our Business” and “Management’s Discussion and Analysis of Financial Position and
Results of Operations” beginning on pages 18, 68 and 90, respectively, of this Letter of Offer. By their nature,
certain market risk disclosures are only estimates and could be materially different from what actually occurs in
the future. As a result, actual gains or losses could materially differ from those that have been estimated.

We cannot assure investors that the expectations reflected in these forward-looking statements will prove to be
correct. Given these uncertainties, investors are cautioned not to place undue reliance on such forward-looking
statements and not to regard such statements as a guarantee of future performance.

Forward-looking statements reflect the current views of our Company as of the date of this Letter of Offer and
are not a guarantee of future performance. These statements are based on the management’s beliefs and
assumptions, which in turn are based on currently available information. Although we believe the assumptions
upon which these forward-looking statements are based are reasonable, any of these assumptions could prove to
be inaccurate, and the forward-looking statements based on these assumptions could be incorrect. Neither our
Company, our Directors, our Promoter, the Syndicate Member(s) nor any of their respective affiliates or
advisors have any obligation to update or otherwise revise any statements reflecting circumstances arising after
the date hereof or to reflect the occurrence of underlying events, even if the underlying assumptions do not come
to fruition.

In accordance with the SEBI ICDR Regulations, our Company will ensure that investors are informed of
material developments from the date of this Letter of Offer until the time of receipt of the listing and trading
permissions from the Stock Exchanges.

15
 SUMMARY OF THIS LETTER OF OFFER

The following is a general summary of the terms of this Issue, and should be read in conjunction with and is
qualified by the more detailed information appearing in this Letter of Offer, including the sections titled “Risk
Factors”, “The Issue”, “Capital Structure”, “Objects of the Issue”, “Our Business”, “Industry Overview”,
“Outstanding Litigation and Material Developments” and “Terms of the Issue” on pages 18, 39, 45, 48, 68, 57,
100 and 117 respectively.

Summary of Business

Our company is primarily engaged in production of beer and Indian Made Foreign Liquor (“IMFL”). Our
product portfolio consists of beer, rum, brandy, vodka, and whisky categories. Our flagships brands include
Hunter, Black Fort, Power Cool and Woodpecker in Beer and Milestone 100 whisky and White Fox vodka in
IMFL.

For more details, please refer to the chapter titled “Our Business” on page 68 of this Letter of Offer.

Objects of the Issue

Our Company intends to utilize the Net Proceeds raised through the Issue towards the following objects:
(₹ in lakhs)
Sr.
Particulars Amount
No.
1. Utilization towards long-term working capital requirements of our Company 4,005.00
2. General Corporate Purposes* 824.00
Total Net Proceeds^ 4,829.00
* The amount utilized for General Corporate Purposes shall not exceed 25% of the Gross Proceeds.
^ Assuming full subscription in the Issue and subject to finalization of the Basis of Allotment and to be adjusted
per the Rights Entitlement ratio.

For further details, please see chapter titled “Objects of the Issue” beginning on page 48 of this Letter of Offer.

Intention and extent of participation by our Promoter and Promoter Group

Our Promoters and Promoter Group vide their letter dated February 4, 2023 (“Subscription Letter”), have
undertaken that they, jointly and/or severally, shall subscribe in the Issue, to the full extent of their Rights
Entitlements and have also confirmed that they shall not renounce their Rights Entitlements (except to the extent
of renunciation by any of them in favour of any other Promoter or member of the Promoter Group).

The acquisition of Rights Equity Shares by our Promoters and our Promoter Group, over and above its Rights
Entitlements shall not result in a change of control of the management of our Company and shall be in
compliance with the SEBI SAST Regulations. Our Company is in compliance with Regulation 38 of the SEBI
Listing Regulations and will continue to comply with the minimum public shareholding requirements under the
Applicable Law.

Summary of Outstanding Litigation

A summary of the pending tax proceedings and other material litigations involving our Company and our
Subsidiaries is provided below:

a) Litigations involving our Company

i) Cases filed against our Company:

Number of matters Amount involved*

Nature of Litigation
outstanding (₹ in lakhs)
Proceedings involving issues of moral turpitude or criminal
1 5.00
liability on the part of our Company
Tax Proceedings 2 60.06
Proceedings involving material violations of statutory Nil -

16
 Number of matters Amount involved*
Nature of Litigation
outstanding (₹ in lakhs)
regulations by our Company
Economic offences Nil -
Material civil litigations 5 107.00
* To the extent quantifiable

ii) Cases filed by our Company:

Number of matters Amount involved*

Nature of Litigation
outstanding (₹ in lakhs)
Proceedings involving issues criminal liability initiated by
8 128.66
our Company
Tax Proceedings** 14 3664.26
Material civil litigations 3 35.16
* To the extent quantifiable
** Writ Petitions bearing Case nos. 922-932/2014 and 934-944/2014 are connected to a main case bearing no.
WP 933/2014, which is included above.
b) Litigations involving our Subsidiaries
i) Cases filed against our Subsidiaries:

Number of matters Amount involved

Nature of Litigation
outstanding (₹ in lakhs)
Proceedings involving issues of moral turpitude or criminal Nil Nil
liability on the part of our Subsidiaries
Tax Proceedings Nil Nil
Proceedings involving material violations of statutory Nil Nil
regulations by our Subsidiaries
Economic offences Nil Nil
Material civil litigations Nil Nil

ii) Cases filed by our Subsidiaries:

Number of matters Amount involved

Nature of Litigation
outstanding (₹ in lakhs)
Proceedings involving issues criminal liability initiated by Nil Nil
our Subsidiaries
Tax Proceedings Nil Nil
Material civil litigations Nil Nil
For further details, please see the chapter titled “Outstanding Litigation and Material Developments” beginning
on page 100 of this Letter of Offer.
Risk Factors

Please see the chapter titled “Risk Factors” beginning on page 18 of this Letter of Offer.
Summary of Contingent Liabilities
For details regarding contingent liabilities, please see “Note 30- Contingent Liabilities” of the chapter titled
“Audited Consolidated Financial Statements” beginning on page 85 of this Letter of Offer.

Summary of Related Party Transactions

For details of our related party transactions please refer “Note 32- Related Party Transactions” of the “Audited
Consolidated Financial Statements” beginning on page 85 of this Letter of Offer.
Issue of equity shares made in last one year for consideration other than cash

Our Company has not made any issuances of Equity Shares in the last one year for consideration other than
cash.

17
 SECTION II – RISK FACTORS

An investment in the Equity Shares involves a high degree of risk. You should carefully consider all the
information in this Letter of Offer, including the risks and uncertainties described below and “Financial
Statements” on page 85 of this Letter of Offer, before making an investment in the Equity Shares. The risks
described below are not the only risks relevant to us or the Equity Shares or the industries in which we currently
operate. Additional risks and uncertainties, not presently known to us or that we currently deem immaterial may
also impair our business, cash flows, prospects, results of operations and financial condition. In order to obtain
a complete understanding about us, investors should read this section in conjunction with “Our Business” and
“Management’s Discussion and Analysis of Financial Condition and Results of Operations” on pages 68 and
90, respectively, included in this Letter of Offer. If any of the risks described below, or other risks that are not
currently known or are currently deemed immaterial actually occur, our business, cash flows, prospects, results
of operations and financial condition could be adversely affected, the trading price of the Equity Shares could
decline, and investors may lose all or part of the value of their investment. Unless specified in the relevant risk
factor below, we are not in a position to quantify the financial implication of any of the risks mentioned below.

However, there are certain risk factors where the financial impact is not quantifiable and, therefore, cannot be
disclosed in such risk factors. You should consult your tax, financial and legal advisors about the particular
consequences to you of an investment in this Issue. The following factors have been considered for determining
the materiality: (1) some events may not be material individually but may be found material collectively; (2)
some events may have material impact qualitatively instead of quantitatively; and (3) some events may not be
material at present but may have material impact in future.

This Letter of Offer also contains forward-looking statements that involve risks and uncertainties. Our actual
results could differ materially from those anticipated in these forward-looking statements as a result of certain
factors, including the considerations described below and elsewhere in this Letter of Offer.

Our financial year ends on March 31 of each year, so all references to a particular Fiscal are to the 12 months
ended March 31 of that year. Unless otherwise stated, the financial information used in this section is derived
from our Audited Consolidated Financial Statements and Limited Review Unaudited Consolidated Financial
Results, which are included in “Financial Statements” on page 85 of this Letter of Offer.

INTERNAL RISK FACTORS

BUSINESS RELATED RISKS

1. We generate a significant proportion of our total sales volume from our operations in Madhya Pradesh,
Odisha and Karnataka and any adverse developments affecting our operations in these states could
adversely affect our business operations and financial performance.

Our operations in Madhya Pradesh, Odisha and Karnataka contribute a significant share of our total
revenue from operations (net of excise duty); i.e., approximately 92%, 75% and 72% of our total domestic
revenue from operations (net of excise duty) in the nine months period ended December 31, 2022, Fiscal
2022 and Fiscal 2021, respectively. The other states and agencies which contribute significantly to our
revenue are Delhi NCR, Kerala and the Canteen Stores Department. The concentration of our operations
and sales in the states of Madhya Pradesh, Odisha and Karnataka increases our exposure to economic,
climatic, demographic and other challenges, which may adversely affect our business prospects, financial
conditions and results of operations. Any adverse development that affects the economic performance in
these states could have a material adverse effect on our operations and financial performance.

2. Restriction and prohibition on manufacturing, distribution and sale of alcoholic beverages may affect
our operations.

The manufacturing and distribution of beer is subject to regulation by government of each state of India
and is subject to a complex and diverse tax structure. Our Company is subject to the compliance of
regulations of each of the states in which it operates its manufacturing facilities, and these regulations may
vary from one state to the other. Such regulations include licensing requirements, restrictions on and
prescribed labelling of products, marketing set up and restrictions on advertising.

18
 The Directive Principles of the Constitution of India provides that the Government of India should
endeavour to implement the prohibition of the manufacture and sale of beer across the country. Currently,
the manufacture, sale and consumption of beer is regulated by the Government of each State in India.
Prohibition by a State Government in any of the states in which our Company operates would have a
significant effect on the results of operations and on its ability to operate its business in such state.

3. Our Company and our Subsidiaries have incurred losses in the recent past and we may incur losses in
the future.

Our Company and our Subsidiaries have incurred losses in the recent past, the details of which are
provided below:
(₹ in lakhs)
Name of the Company March 31, 2022 March 31, 2021
Som Distilleries & Breweries Limited (Consolidated) (984.00) (3,807.28)
Som Distilleries & Breweries Limited (Standalone) (1,097.24) (1,803.62)
Som Distilleries & Breweries Odisha Private Limited (273.82) (1,106.39)
Woodpecker Distilleries & Breweries Private Limited 387.05 (897.29)

There can be no assurance that we will not incur losses in any future periods, or that there will not be an
adverse effect on our reputation or business as a result of such losses. Such losses incurred by us may be
perceived adversely by external parties such as customers, bankers, and suppliers, which could affect our
reputation. For further details, refer to the chapter titled “Financial Information” on page 85 of this Letter
of Offer.

4. Our Company has reported negative cash flow in the past. Any negative cash flows in the future would
adversely affect our cash flow requirements, which may adversely affect our ability to operate our
business and implement our growth plans, thereby affecting our financial condition.

Our Company has experienced negative net cash flow from investing and financing activities in the recent
past, the details of which are provided below:
(₹ in lakhs)
March 31, March 31, September 30, September
Particulars
2022 2021 2022 30, 2021
Net cash generated from Investing
(596.51) (1,289.33) (1047.73) (25.80)
Activities
Net Cash Flow from Financing
(929.40) (1,799.34) (763.89) (344.84)
Activities

For year ended March 31, 2022, negative cash flow from investing activities is mainly on account of
purchase of fixed assets and negative cash flow from financing activities is mainly on account of interest
payments.

For six months period ended September 30, 2022 negative cash flow from investing activities is mainly on
account of increase in the non-current assets and negative cash flow from financing activities is mainly on
account of interest payments as well as repayment of borrowings.

For further details, refer “Consolidated Cash Flow Statement for the year ended March 31, 2022” on page
F-20 of the chapter titled ‘Financial Information’.

5. Our business is seasonal in nature and it will experience variations in quarterly results of operations
which could have an adverse impact on its business.

Our Company’s business is characterized by seasonal fluctuations in demand. Demand for beer, for
example, is highest during the months of March to June, which results in peak sales during the last quarter
of the fiscal and the first quarter of the subsequent new fiscal, and a build-up of inventory prior to that
time. As a result, our Company plans its overall annual production levels based on predicted levels of
demand for its products, which it derives from its own market assessments and sales targets from its
distributors. Our Company may not be able to accurately predict annual and long-term demand in the
future, and any errors in predicting future demand may have a material adverse effect on its business,
prospects, results of operations and financial performance.

19
6. Stringent food safety, consumer goods, health and safety laws and regulations may result in increased
liabilities and increased capital expenditures.

Our operations are subject to stringent health and safety laws as our products are for human consumption
and are therefore subject to various industry specific regulations. We may also be subject to additional
regulatory requirements due to changes in governmental policies. Further, we may also incur additional
costs and liabilities related to compliance with these laws and regulations that are an inherent part of our
business. We are subject to various central, state and local food safety, consumer goods, health and safety
and other laws and regulations. These relate to various issues, including food safety, food ingredients, and
food packaging requirements, and the investigation and remediation of contamination.

These laws and regulations are becoming increasingly stringent and may in the future create substantial
compliance or remediation liabilities and costs. These laws may impose liability for non-compliance,
regardless of fault. Other laws may require us to investigate and remediate contamination at our facilities
and production processes. While we shall ensure compliance with applicable regulatory requirements, it is
possible that such compliance may prove restrictive, costly and onerous and an inability to comply with
such regulatory requirement may attract penalty.

7. There are certain outstanding legal proceedings against the Company and its Subsidiaries which may
adversely affect our business, financial condition and results of operations.

As on the date of this Letter of Offer, our Company is involved in certain legal proceedings. These legal
proceedings are pending at different levels of adjudication before various courts and tribunals. The
amounts claimed in these proceedings have been disclosed to the extent ascertainable and include amounts
claimed jointly and/or severally from us and/or other parties, as the case may be. We cannot assure you
that these legal proceedings will be decided in favour of our Company, as the case may be, or that no
further liability will arise out of these proceedings. We may incur significant expenses in such legal
proceedings and we may have to make provisions in our financial statements, which could increase our
expenses and liabilities. Any adverse decision may adversely affect our business, results of operations and
financial condition.

A summary of the pending tax proceedings and other material litigations involving our Company and
Subsidiaries are provided below:

a) Litigations involving our Company

i) Cases filed against our Company:

Number of matters Amount involved*

Nature of Litigation
outstanding (₹ in lakhs)
Proceedings involving issues of moral turpitude or
1 5.00
criminal liability on the part of our Company
Tax Proceedings 2 60.06
Proceedings involving material violations of statutory
Nil -
regulations by our Company
Economic offences Nil -
Material civil litigations 5 107.00
* To the extent quantifiable

ii) Cases filed by our Company:

Number of matters Amount involved*

Nature of Litigation
outstanding (₹ in lakhs)
Proceedings involving issues criminal liability
8 128.66
initiated by our Company
Tax Proceedings** 14 3,664.26
Material civil litigations 3 35.16
* To the extent quantifiable
** Writ Petitions bearing Case nos. 922-932/2014 and 934-944/2014 are connected to a main case
bearing no. WP 933/2014, which is included above.

20
 b) Litigations involving our Subsidiaries

i) Cases filed against our Subsidiaries:

Number of matters Amount involved

Nature of Litigation
outstanding (₹ in lakhs)
Proceedings involving issues of moral turpitude or
Nil Nil
criminal liability on the part of our Subsidiaries
Tax Proceedings Nil Nil
Proceedings involving material violations of statutory
Nil Nil
regulations by our Subsidiaries
Economic offences Nil Nil
Material civil litigations Nil Nil

ii) Cases filed by our Subsidiaries:

Number of matters Amount involved

Nature of Litigation
outstanding (₹ in lakhs)
Proceedings involving issues criminal liability
Nil Nil
initiated by our Subsidiaries
Tax Proceedings Nil Nil
Material civil litigations Nil Nil

For further details, please see the chapter titled “Outstanding Litigation and Material Developments”
beginning on page 100 of this Letter of Offer.

8. Health concerns relating to consumption of alcoholic beverages may reduce the demand for our
products.

There is growing concern among consumers, public health professionals and government agencies about
the health problems associated with alcohol consumption. Increasing public concern, additional
governmental regulations concerning the marketing, labelling, packaging or sale of alcoholic beverages
and negative publicity resulting from actual or threatened legal actions against us or other companies in our
industry relating to the marketing, labelling or sale of alcoholic beverages may reduce demand for our
beverages, which could adversely affect demand for our products and thereby our profitability.

9. We are exposed to foreign currency exchange rate fluctuations, which may have an adverse effect on
our results of operations and value of the Equity Shares.

Our exposure to foreign currencies is unhedged due to which we are exposed to foreign currency
fluctuation risks. As a result of such exposure, we may incur potential losses if foreign currencies fluctuate
significantly. Any such losses on account of foreign exchange fluctuations may adversely affect our results
of operations.

The exchange rate between the Indian Rupee and the USD and other foreign currencies has changed
considerably in recent years and may fluctuate substantially in the future. Fluctuations in the exchange rate
between the Indian Rupee and other currencies may affect the value of a non-resident investor’s
investment in the Equity Shares.

A non-resident investor may not be able to convert Indian Rupee proceeds into USD or any other currency
or the rate at which any such conversion may occur could fluctuate. In addition, our market valuation could
be seriously harmed by the devaluation of the Rupee, if United States or other non-resident investors
analyze our value based on the USD equivalent of our financial condition and results of operations.

For historical exchange rate fluctuations, see “Certain Conventions, Use of Financial Information and
Currency of Presentation” on page 11 of this Letter of Offer.

21
10. Our use of imported ingredients and other raw materials and equipment exposes us to the risk of the
imposition or increase of tariffs, duties and other levies.

We import some of our ingredients and equipment. Further, some of our third-party suppliers may also
import certain ingredients and raw materials. Our Company’s or our third parties’ imports may increase in
the future. India generally imposes import quotas and tariffs which may increase in the future thereby
increasing the costs of these commodities and negatively affecting our results.

In addition, Indian authorities may ban imports of certain items into India, as a result of health or other
considerations. These and other measures that reduce the supply of imported ingredients or other items in
India may cause prices for these items to increase. Consequently, cost of our products would increase. We
may not be able to pass this increase in costs to our customers.

11. We have certain contingent liabilities that may adversely affect our financial condition.

As of March 31, 2022, contingent liabilities disclosed in the notes to our Audited Consolidated Financial
Statements aggregated ₹ 14,530.96 lakhs. Our contingent liabilities that had not been provided for as on
March 31, 2022, are set forth below:
(₹ in lakhs)
Particulars Amount
i) Claims against the Company not acknowledged as debts/disputed:
- Commercial Tax Department 60.71
- Income Tax Department 1,985.58
ii) Guarantees given by Bankers on behalf of the Company not provided for 1,178.67
iii) Corporate guarantee given to a bank on behalf of others 11,306.00

If a significant portion of these liabilities materialize, it could have an adverse effect on our business,
financial condition and results of operations.

12. Our failure to protect confidential information like our product recipes, formulations, pricing or launch
information could adversely affect our competitive position.

We intend to keep the recipes and formulations of our products confidential. We also keep information in
relation to our proposed pricing of any new product, any proposed variation in price or launch of any new
product confidential. Any failure to protect such confidential information due to leakage of information
may impact our competitive position in our product segment. The appointment letters issued to our
employees who use our processes and recipes to manufacture our products, require that all information
made known to them be kept strictly confidential. Though there have not been any attempts made till now
to divulge our proprietary / trade secrets, the appointment letters may not effectively prevent disclosure of
our proprietary information and may not provide any adequate remedy in the event of unauthorised
disclosure of such information to our competitors. Consequently, such events may adversely affect our
competitive position.

13. Our lenders have charge over our assets in respect of loans that have been availed by us.

We have provided security in respect of loans / facilities availed by us from banks and financial institutions
by creating a charge over our immovable property. The total amounts outstanding and payable by us as
secured loans were ₹12,927.16 lakhs as on February 28, 2023. In the event we default in repayment of the
loans / facilities availed by us and any interest thereof, our assets may be subject to forfeiture by lenders,
which in turn could have significant adverse effect on business, financial condition or results of operations.

For further details of secured loans of our Company, please refer Note 15 in the chapter titled “Financial
Statements” on page F-28 of this Letter of Offer.

14. Our financing agreements contain certain restrictive covenants which may affect our financial and
operational flexibility. In the event of breach of any covenants in our financing agreements, our lenders
may take any action in connection with such breaches which may have a material adverse effect on our
business, results of operation, financial condition and prospects.

22
 Our Company has entered into several borrowing facilities of varying terms and tenures from our lenders.
Some of the financing arrangements entered into by us include conditions and covenants that require our
Company to obtain consent from such lenders’ prior to carrying out certain activities and entering into
certain transactions including certain actions and matters in relation to the Issue. Some of these covenants
include, altering our capital structure, changing our current ownership / control, formulating a scheme of
amalgamation, material change in composition of management, undertaking guarantee obligations,
declaration of dividend, and amending constitutional documents, for which we have to obtain consent from
lenders.

15. The Novel Coronavirus (Covid-19) pandemic outbreak and steps taken control the same have
significantly impacted our business, results of operations, financial condition and cash flows and
further impact will depend on future developments, which are highly uncertain.

The rapid and diffused spread of COVID-19 and global health concerns relating to this outbreak have had
a severe negative impact on all businesses. Further, there was temporary suspension of imports due to the
COVID-19 pandemic. The COVID-19 pandemic could continue to have an impact that may worsen for an
unknown period of time. Currently, there is substantial medical uncertainty regarding COVID-19 and till
any cure is found, this pandemic may continue to cause unprecedented economic disruption in India and in
the rest of the world. The scope, duration and frequency of such measures and the adverse effects of
COVID-19 remain uncertain and could be severe.

The extent to which the COVID-19 pandemic, and the related global economic impact, may affect our
business, financial condition and results of operations will depend on future developments that are highly
uncertain and cannot be predicted, including the spread, scope and duration of the COVID-19 pandemic
and any recovery period, the effectiveness of further steps taken by the GoI and the RBI to mitigate the
economic impacts in response to the pandemic and its effects.

16. An inability to manage our growth effectively could adversely affect our business and future financial
performance.

We have experienced significant growth over the last few years as we have expanded our operations across
India. However, our ability to grow our business will depend on various factors, many of which are beyond
our control. These factors include, but are not limited to customer loyalty to our existing and future
products; evolving consumer preferences and our ability to adapt our business and operations; recruiting
and training qualified personnel; further strengthening our flagship products in new markets; competition
in our markets; availability of financing at suitable terms and conditions; and sourcing and managing the
cost of our expansion and identifying suitable supply and delivery resources.

In order to effectively manage our growth, we will need to further strengthen our operating systems,
procedures and internal controls systems, and a failure to do so on a timely basis, or any weakness in our
internal controls, may result in inconsistent or flawed operating procedures. The development of future
business may also be affected by external factors, including general political and economic conditions in
India and our international markets, government policies or strategies, particularly with respect to excise
duty and sales tax applicable to our products and operations, as well as prevailing interest rates and
currency exchange rates. Moreover, our ability to sustain our growth depends on our ability to attract and
retain key management personnel, maintain effective risk management policies and address adverse market
or business developments.

If we are unable to achieve our business strategy of organic and inorganic growth and if our existing and
future management resources, operational and financial systems, and operating procedures and control
measures are not adequate to support the growth in our future operations, it may adversely affect our
business prospects and future financial performance.

17. If we are unable to raise additional capital, our business prospects could be adversely affected.

We intend to fund our growth and expansion plans through our cash on hand and cash flow from
operations. We will continue to incur significant expenditure in maintaining and growing our existing
infrastructure and production capacity. We cannot assure you that we will have sufficient capital resources
for our current operations or any future expansion plans that we may have. While we expect our cash on
hand and cash flow from operations to be adequate to fund our existing commitments, our ability to incur

23
 any future borrowings is dependent upon the success of our operations. Additionally, if we are unable to
arrange adequate financing on timely basis, it could adversely affect our ability to complete expansion
plans. Our ability to arrange financing and the costs of capital of such financing are dependent on
numerous factors, including general economic and capital market conditions, credit availability from
banks, investor confidence, the continued success of our operations and regulatory framework that allows
us to raise capital. If we decide to meet our capital requirements through debt financing, we may be subject
to certain restrictive covenants. If we are unable to raise adequate capital in a timely manner and on
acceptable terms, or at all, our business, results of operations, cash flows and financial condition could be
adversely affected.

18. Consumer’s taste and preference may change and they may not prefer our products in the future which
may adversely affect demand for our products. Further, an inability to maintain our competitive
position in India and in our other markets, and failure to adapt our product offerings to changing
market trends and consumer tastes, preferences and spending habits could cause our sales to decline
and may adversely affect our business, prospects and future financial performance.

We operate in the highly competitive alcoholic beverages and IMFL products segments and rely on the
continued demand for our beverages in India. We compete with global, regional and local brands of
alcoholic beverages. If the number of competitors or level of marketing or investments undertaken by such
competitors were to increase, it may result in a reduction in the consumption of our products and may
reduce our market share, or we may be required to incur increased marketing and distribution related
expenses in order to remain competitive. In addition, the success of our business depends on consumer
behaviour and preferences and their affinity and loyalty to our beverages and brands, and there can be no
assurance of market acceptance and consumer preference for new beverages or that there will be an
increase in market share of the products. Our future growth and success will depend significantly on our
ability to anticipate changes in market trends and consumer tastes and preferences, and then to identify,
source and bring to the market in a timely manner wine products that satisfy the preferences of a broad
range of consumers. In the event of a significant change in consumer preferences or in the event of an
inability on our part to anticipate or react to such changes, it could result in reduced demand for our
beverages and erosion of our competitive position and goodwill and could adversely affect our business,
prospects, results of operations and financial condition.

In addition, we compete with aggressive marketing and promotional activities by other global, regional or
local alcoholic beverage producers on price and promotional discounts announced from time to time. Other
global and regional beverage producers in our markets typically match the pricing of our products.
However, if the competition alters their pricing model, and we are unable to change our product prices in
response to such competitive measures, our results of operations and profitability may be materially and
adversely affected.

19. Information relating to the manufacturing capacities of our production facilities included in this Letter
of Offer are based on various assumptions and estimates. Underutilization of capacity of our
manufacturing facilities may adversely affect our business, results of operations and financial
condition.

The information relating to the utilisation capacities of our manufacturing facilities included in this Letter
of Offer are based on various assumptions and estimates of our management, including proposed
operations, assumptions relating to availability and quality of raw materials and assumptions relating to
potential facility capacity, facility operating shifts, and potential operational efficiencies. Capacity
additions to our production facilities have been made on an incremental basis, including through expansion
of our production facilities, improving material handling and other operational efficiencies in the
production process and addition of equipment or production lines from time to time. Actual production
levels and future capacity utilization rates may vary significantly from the estimated manufacturing
capacities of our manufacturing facilities and historical capacity utilization rates. In addition, capacity
utilization is calculated differently in different countries, industries and for the different kinds of products
we manufacture.

In relation to our manufacturing capacity, assumptions have been made in the calculation of the estimated
annual installed capacities of our production facilities included in this Letter of Offer. Undue reliance
should therefore not be placed on the manufacturing capacity information for our existing manufacturing

24
 facilities and any additional capacity information proposed or the historical capacity utilization rate
information included in this Letter of Offer.

20. Any significant interruption in production at our facilities or any break-down of our machinery could
have a material adverse effect on our business, results of operations and financial condition.

Our manufacturing facilities are subject to the normal risks of industrial production, including equipment
breakdowns, labour stoppages, natural disasters, directives from government agencies, water shortages and
power interruptions. All of the production facilities require a significant amount and continuous supply of
electricity and water and any shortage or non-availability of electricity and water may adversely affect our
operations. The production process of our products, as well as the storage of certain raw materials and
finished product at particular temperatures requires uninterrupted electricity. We currently use ground
water at our Bhopal plant and for the plant at Hassan, the water is sourced from the local municipality,
while we also have a backup water source in the form of tubewells. Similarly for the Odisha plant, we
depend on the ground water as well as the water supply from the municipality. We also depend on state
electricity supply for our energy requirements. Although we have diesel generators to meet exigencies at
our facilities, our operations at our facilities may be adversely affected during power failures. Any failure
on our part to obtain alternate sources of electricity or water, in a timely fashion, and at an acceptable cost,
may have an adverse effect on our business, results of operations and financial condition.

Further, our manufacturing facility is heavily dependent on our plant and machinery. Any significant
malfunction or breakdown of our machinery may entail significant repair and maintenance costs and cause
delays in our operations. If we are unable to procure the necessary spare parts in a timely manner in case of
breakdown of machinery or if we are unable to carry out the necessary repair of the malfunctioning
machinery promptly, our manufacturing operations may be hampered which could have an adverse impact
on our results of operations and financial condition.

21. We do not own the warehouse which is currently used by us. There can be no assurances that the lease
agreement will be renewed upon termination or that we will be able to obtain other premises on lease on
same or similar commercial terms. Further, we make significant capital improvements to our leased
premises, the cost of which we may be unable to recover.

Our warehouse is located on leased premises. The lease agreements may be terminated in accordance with
their respective terms, and any termination or non-renewal of such leases could adversely affect our
operations. There can be no assurance that we will be able to retain or renew such leases on same or
similar terms, or that we will find alternate locations for the existing warehouse on terms favourable to us,
or at all. Failure to identify suitable premises for relocation of existing property, if required, or in relation
to new or proposed properties we may purchase, in time or at all, may have an adverse effect on our
production and supply chain, the pace of our projected growth as well as our business and results of
operations.

We periodically make significant, fixed capital improvements to our facilities. We may also invest in
additional power supply infrastructure at our locations or other significant, fixed capital improvements, but
any such investments generally become the property of the landlord after the expiration of the lease/
license. The cost of such capital improvements has gone up in recent times. As such, we may be unable to
recover investments we make in upgrading our locations at the termination of a lease/ license, such as
investments in power supply infrastructure.

22. Our insurance coverage may not adequately protect us against all material hazards, which may
adversely affect our business, results of operations and financial condition.

We are adequately insured against all losses and risks involving property and third party liability. For our
operations, we have obtained insurance cover for standard fire and special perils, cash in transit, group
personal accidental companies. Notwithstanding the insurance coverage that we carry, we may not be fully
insured against some business risks and the occurrence of an event that causes losses in excess of limits
specified under the relevant policy, or losses arising from events not covered by insurance policies, could
adversely affect our business, results of operations and financial condition. If we are subject to litigation or
claims or our operations are interrupted for a sustained period, the insurance policies may not be found to
be adequate to cover the losses that may be incurred as a result of such interruption. If we suffer large
uninsured losses or if any insured losses suffered by us significantly exceed our insurance coverage or our

25
 insurance claim is rejected, it may adversely affect our business, results of operations and financial
condition.

23. Activities involving our manufacturing process can be dangerous and can cause injury to people or
property in certain circumstances. A significant disruption at any of our manufacturing facilities may
adversely affect our production schedules, costs, sales and ability to meet customer demand.

Our business operations are subject to hazards such as risk of equipment failure, work accidents, fire or
explosion and require individuals to work under potentially dangerous circumstances or with flammable
materials. Although we employ safety procedures in the operation of our facilities and maintain what we
believe to be adequate insurance, there is a risk that an accident or death may occur in one of our facilities.
An accident may result in destruction of property or equipment, environmental damage, manufacturing or
delivery delays, or may lead to suspension of our operations and/or imposition of liabilities. Any such
accident may result in litigation, the outcome of which is difficult to assess or quantify, and the cost to
defend litigation can be significant. As a result, the costs to defend any action or the potential liability
resulting from any such accident or death or arising out of any other litigation, and any negative publicity
associated therewith, may have a negative impact on our business, financial condition, results of
operations, cash flows and prospects.

In particular, if operations at our manufacturing facility were to be disrupted as a result of any significant
workplace accident, equipment failure, natural disaster, power outage, fire, explosion, terrorism, adverse
weather conditions, labour dispute, obsolescence or other reasons, our financial performance may be
adversely affected as a result of our inability to meet customer demand or committed delivery schedules
for our products. Interruptions in production may also increase our costs and reduce our sales, and may
require us to make substantial capital expenditures to remedy the situation or to defend litigation that we
may become involved in as a result, which may negatively affect our profitability, business, financial
condition, results of operations, cash flows and prospects.

24. We appoint contract labour for carrying out certain of our operations and we may be held responsible
for paying the wages of such workers, if the independent contractors through whom such workers are
hired default on their obligations, and such obligations could have an adverse effect on our results of
operations and financial condition.

In order to maintain operational efficiencies, we appoint independent contractors who in turn engage on-
site contract labour for performance of certain of our operations. We determine the number of contract
labourers required depending on the requirement of our business from time to time. Although we do not
engage these labourers directly, in the event of default by any independent contractor, we may be held
responsible for any wage payments that must be made to such labourers. If we are required to pay the
wages of the contracted employees, our results of operations and financial condition could be adversely
affected. In addition, under the Contract Labour (Regulation and Abolition) Act, 1970, we need to update
the licenses obtained by us regularly and failure to do so can attract penalties under the said Act. As on
date of this Letter of Offer, certain agreements with the labour contractors have been expired and the same
are in process of renewal. Delay in renewals, if any, of such agreements or licenses could lead to penalties
under the Contract Labour (Regulation and Abolition) Act, 1970 and rules made thereunder.

25. Interruptions in the transportation of raw materials or delivery of finished products, and poor handling
of materials or products in transit could interrupt our business, cause us losses, damage our reputation,
and adversely affect our results of operations and financial condition.

We take delivery of many of our raw materials requirements at respective production facilities and
typically the transportation and delivery of raw materials are undertaken by third party contractors. We
may also face disruptions in the delivery of our products for various reasons beyond our control, including
poor handling by distributors of our products, transportation bottlenecks, natural disasters and labour
issues, breakdown of equipment, accidents, fire, loss of water or power supply, terrorism, political
instability, military conflict, pandemic, strikes, the financial and/or operational instability of key suppliers,
distributors, warehouses and transportation providers or brokers, or other reasons, which could impair our
ability to sell our products, and lead to delayed or lost deliveries. Any supply disruptions could exert
pressure on our costs, and we cannot assure you that all or part of any increase costs can be passed along to
our consumers in a timely manner or at all, which could negatively affect our business, results of
operations, future cash flows and financial condition. There has been substantial increase in prices of

26
 various raw materials and logistics costs due to current inflationary trends. However, there is no assurance
that we may not experience significant increases in the prices of our raw materials in the future. To the
extent that we are unable to effectively manage such events if they occur, or cannot financially mitigate the
likelihood or potential impact of such events, there could be a material adverse effect on our business and
results of operations.

26. Our Company may incur penalties or liabilities for non-compliances with certain provisions of the SEBI
(LODR) Regulations, Companies Act and any other applicable laws in prior years.

The Equity Shares of our Company are listed on BSE and NSE, therefore we are subject to the obligations
and reporting requirements prescribed under the SEBI Listing Regulations. There have been instances in
the past wherein, our Company has failed to comply with the requirements of the SEBI Listing Regulations
in a timely manner. For further details, refer chapter titled “Outstanding Litigation and Material
Developments” on page 100 of this Letter of Offer.

Although, our Company endeavours to comply with all such obligations/reporting requirements, there may
be non-disclosures/delayed/erroneous disclosures and/or any other violations that might be committed by
us, and the same may result into Stock Exchanges and/or SEBI imposing penalties, issuing warnings and
show cause notices against us and/or taking actions as provided under the SEBI Act and Rules and
Regulations made there under and applicable SEBI Circulars. Any such adverse regulatory action or
development could affect our business reputation, divert management attention, and result in a material
adverse effect on our business prospects and financial performance and on the trading price of the Equity
Shares.

27. Certain Promoters, Promoter Group and Directors hold Equity Shares in our Company and are
therefore interested in the Company’s performance in addition to their remuneration and
reimbursement of expenses.

As on December 31, 2022, our Promoters and Promoter Group hold 32.72% of the Equity Share Capital
and are interested in our Company, in addition to regular remuneration or benefits and reimbursement of
expenses, to the extent of their shareholding in our Company. Our Promoters may exercise significant
control over us, including being able to control the composition of our Board of Directors and determine
decisions requiring simple or special majority voting of shareholders, and our other shareholders may not
be able to affect the outcome of such voting. Our Promoters may take or block actions with respect to our
business which may conflict with the best interests of the Company or that of minority shareholders.

Further, as on December 31, 2022, our Promoter Director, Mr. Jagdish Kumar Arora holds 1,33,38,809
equity shares, Mr. Nakul Sethi, Executive Director holds 47,857 equity shares and Mr. Satpal Kumar
Arora, Independent Director holds 16,225 equity shares which together constitutes 18.17% of the total
shareholding of the Company, and are interested in our Company, in addition to regular remuneration or
benefits and reimbursement of expenses, to the extent of their shareholding in our Company.

For further details, see “Capital Structure” and “Financial Information” on pages 45 and 85, respectively,
of this Letter of Offer.

28. We have in the past entered into related party transactions and may continue to do so in the future,
which may potentially involve conflicts of interest with the equity shareholders.

We have in the past entered into transactions with some of our Promoters, relatives of our Promoters,
Directors, and enterprises over which our Directors have a significant influence. While all such
transactions have been conducted on an arm’s length basis, we cannot assure you that we might have
obtained more favourable terms had such transactions been entered into with unrelated parties. Further, it
is likely that we may enter into related party transactions in the future. There can be no assurance that such
transactions, individually or in the aggregate, will always be in the best interests of our minority
shareholders and will not have an adverse effect on our business, results of operations, financial condition,
and cash flows. In the event any conflict of interest arises between us, or to the extent that competing
products offered by any of our related parties erode our market share, we may not be able to effectively
manage any such conflict or competitive pressures and, consequently, our business, results of operation
and financial condition may be adversely affected. For further information on related party transaction, see
Note 32 on page F-34 in the chapter titled “Financial Information” of this Letter of Offer.

27
29. Our Company has obtained, unsecured loans from the Promoters which may be recalled at any time.
Any recall of the unsecured loans obtained by our Company may have an adverse effect on our
business, prospects, financial condition and results of operations.

Our Company has obtained unsecured loans, some or all of which may be recalled on demand. As on
February 28, 2023, our Company has outstanding unsecured loans of ₹5,203.78 lakhs of which ₹1,765.30
lakhs have been availed from the promoters and members of the promoter group. If the unsecured loans
obtained by our Company are recalled at any time, the financial condition of our Company may be
adversely affected.

30. An interruption in the supply or significant increase in the price of raw materials or packaging
materials may adversely affect our business, prospects, results of operations and financial condition.

Our inability to maintain efficient inventory management and stock of raw materials at optimum levels
may affect our operations. The availability and price of raw materials as well as the availability and price
of packaging materials in particular of aluminium, glass, plastic closures, crowns and labels, may also
impact our operations. The price of such raw materials and packaging materials may be affected by
changes in global supply and demand, weather conditions, governmental policies, exchange rates and other
macroeconomic factors. A prolonged interruption in the supply of raw materials or packaging materials
may require us to identify alternative suppliers, which may require us to pay significantly higher prices for
such raw materials and packaging materials. In the event of a significant increase in the price of such raw
materials and packaging materials, it will increase our cost of production and other operating costs and
decrease our profitability in the event we are unable to pass on such price increases to the dealers, and
ultimately the consumers, by increasing the price of our beverages.

Our largest consumption of raw materials and packing material is of glass bottles. Our expenditure relating
to purchase of bottles which represented 36.45%, 48.31% and 50.84% of our cost of materials consumed in
Fiscal 2021 and 2022, and for the nine months period ended December 31, 2022, respectively. We also
purchase packaging materials such as CC boxes, labels from various local / regional suppliers. We
typically do not enter into long term supply contracts with any of the raw material and packaging material
suppliers, but typically place orders in advance of our anticipated requirements at agreed prices. In the
absence of long term supply contracts, we are susceptible to a sudden and significant increase in prices of
raw materials and packaging materials. In addition, we are susceptible to the risk that one or more of our
existing raw material or packaging materials suppliers may discontinue supplies to us, and unless we are
able to enter into alternative arrangements in a timely manner on terms favourable to us, our business
operations and financial performance may be materially and adversely affected. Certain of our critical raw
materials such as malt, barley, rice and sugar may also be subject to seasonal fluctuations in price.

31. Any real or perceived contamination or deterioration of our beverages could result in reduced sales
legal liability, damage our reputation and adversely affect our business prospects and financial
performance.

The actual or alleged contamination or deterioration of our beverages could result in legal liability, damage
our reputation and adversely affect our business prospects and consequently our financial performance. We
are subject to various regulations relating to legal liability, including in particular relating to safety of our
products. We sell products for human consumption, which involves risks such as product contamination or
spoilage, product tampering and other adulteration of our products. Although we conduct various tests
before procurement of our raw materials, there can be no assurance that such testing and verification on
quality of the raw material checks conducted by us will be accurate at all times. The risk of contamination
or deterioration exists at each stage of the production cycle, including during the production and delivery
of raw materials, the bottling, storage and delivery to our customers and the storage and shelving of our
products by distributors and customers until final consumption by consumers. We follow stringent quality
control processes and quality standards but there can be no assurance that our products will not be
contaminated or suffer deterioration. If any of our products are found to have been contaminated or to have
deteriorated, we could be required to recall large quantities of our beverages, and we could incur criminal
or civil liability for any adverse medical condition or other damage resulting from consumption of such
products.

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 Furthermore, the mere allegations that our products contain or has contained any contaminants could
damage our reputation and have a material adverse effect on our business, regardless of whether these
reports have any factual basis, especially in the current scenario where social media posts/blogs/tweets can
be posted without any fact-checking.

Although we have not experienced any significant product liability claims in the past, there can be no
assurance that our customers, or unrelated third parties, will not bring claims against us in the future that
may result in adverse publicity. In case of any such product liability claims, there can also be no assurance
that any product liability insurance will be sufficient to indemnify us against such liabilities. Any such
product liability claim or contamination incident may adversely affect business prospects, results of
operations and financial condition.

32. Our ability to pay dividends in the future will depend on our earnings, financial condition, working
capital requirements, capital expenditures and restrictive covenants of our financing arrangements.

Our ability to pay dividends in the future will depend on our earnings, financial condition, cash flow,
working capital requirements, capital expenditure and restrictive covenants of our financing arrangements.

Although we declared an interim dividend for FY 2022-23 at the rate of 5% i.e., ₹ 0.25 per share on equity
shares having face value of ₹ 5 per share, the Company may decide to retain all future earnings, if any, for
use in the operations and expansion of the business. In such situation, the Company may not declare
dividends in the foreseeable future. Any future determination as to the declaration and payment of
dividends will be at the discretion of our Board and will depend on factors that our Board deems relevant,
including among others, our future earnings, financial condition, cash requirements, business prospects and
any other financing arrangements. We cannot state with any certainty whether we will be able to pay
dividends in the future. Accordingly, realization of a gain on Shareholders’ investments will depend on the
appreciation of the price of the Equity Shares. There is no guarantee that our Equity Shares will appreciate
in value.

33. Our inability to expand or effectively manage our sales force, retailers and coverage of the width of
distribution for our products or any disruptions in our supply or distribution infrastructure may have an
adverse effect on our business, results of operations and financial condition.

Our sales are dependent upon the growth of our brands and increased market coverage which shall be done
by covering more of the retailer points through our sales force. We are dependent upon our sales force for
the coverage of the width of distribution of our products across the different states. The width of
distribution is important as there are specific points of sale of our products and they are a defined universe.

We are also dependent upon the various state governmental agencies for stocking our products at their
designated warehouses. Our ability to influence retailers also depends upon timely settlement of schemes
and other market incentives. Any delay in the scheme settlement shall result in lower stocking of our
products at the point of sale.

We are dependent upon the supply of new bottles for beer from domestic as well as international suppliers.
Any adverse event or development can lead to an irregular supply of our finished products in our key
markets.

34. We are dependent on third-party suppliers in respect of availability of our raw materials. Any
interruption in the supply of such raw material and its price volatility could adversely affect our
business, results of operations and financial condition.

Our principal raw materials for making the alcoholic beverages are malted barley, rice flakes, sugar and
hops. Further we use the packing materials used by us are our proprietary glass bottles and CC boxes.

Raw materials are subject to supply disruptions and price volatility caused by various factors, including
commodity market fluctuations, the quality and availability of supply, currency fluctuations, consumer
demand and changes in government policies. In addition, while competition for procuring raw material
may result in an increase in raw material prices, our ability to pass on such increases in overall operational
costs may be limited. Furthermore, any increase in the cost of raw materials which results in an increase in
prices of our products, may reduce demand for our products and thereby affect our margins and

29
 profitability. Supply interruptions or delays may lead to delays in production and higher raw material costs.
The cost of materials consumed was 62.81%, 58.80% and 57.09% of our total revenue from operations (net
of excise duty) for the nine months period ended December 31, 2022, Fiscal 2022, Fiscal 2021 and
respectively. Generally, we do not execute agreements with any of the suppliers for long-term supplies of
raw materials. Although we procure our raw materials from several suppliers to ensure consistent
availability, there can be no assurance that we will be able to do so in the future. We are exposed to the risk
of delay in supplies of raw materials as well as price escalations and supplier defaults. We also face
political risk in case of diplomatic dispute and break down of trade channel with the countries from where
we import our raw material.

If our suppliers are unable to supply us with adequate quantities of raw materials at commercially
reasonable prices, or if we are unable to procure raw materials from other sources on commercially
acceptable term, our business and results of operations could be adversely affected. In certain
circumstances, our suppliers may choose to supply the raw materials to our competitors instead of us. Any
increase in raw material prices will result in corresponding increases in our raw material costs. In addition,
because of the time lag between purchase of the raw material and the sale of the Company’s end-products,
the Company is often unable to pass through any increase in costs to its customers.

All of these factors could have a material adverse effect on the Company’s business, prospects, results of
operations and financial condition.

35. Any loss of business or potential adverse publicity resulting from spurious or imitation beverages, may
lead to loss of sales and adversely affect our business, prospects, results of operations and financial
condition.

We are exposed to the risk that entities in India and elsewhere could pass off their products as our
products, including spurious or imitation products, inspite of our Company having registered its
brands/trademarks. For example, cloned products or products imitating our brands and packaging material
selling spurious beverages may adversely affect sale of our products, resulting in a decrease in market
share resulting from a decrease in demand for our products. Such imitation or spurious products may not
only result in loss of sales but also adversely affect the reputation of our Company and the beverages we
produce and sell and consequently our future sales and results of operations. The proliferation of spurious,
cloned and imitation beverages and the time and resources in taking action against such spurious products,
defending claims and complaints regarding such non-genuine products, could result in lower sales, and
adversely affect our results of operations and may have material and adverse effect on our reputation,
business, prospects, results of operations and financial condition.

36. Any inability to protect our intellectual property or any claims that we infringe on the intellectual
property rights of others could have a material adverse effect on us.

As on December 31, 2022, we have 52 trademarks, including our key brands Hunter, Black Fort and Power
Cool. Presently 8 trademarks are objected, and rectification has been filed for 2 trademarks. We have also
applied for registration of other trademarks, which remain pending at various stages of the registration
process. Further certain trademarks are registered under the name of Som Distilleries Limited and Som
Distilleries Private Limited. Till date there has been no conflict with respect to the proprietorship of such
trademarks but in event of any such conflict, we may have to pay a certain amount to the proprietors for
usage of such trademarks. We may not be able to prevent infringement of our trademarks and a passing off
action may not provide sufficient protection until such time that this registration is granted.

We are also exposed to the risk that other entities may pass off their products as ours by imitating our
brand name, packaging material and attempting to create counterfeit products. There may be other
companies or vendors which operate in the unorganized segment using our trade name or brand names.
Any such activities could harm the reputation of our brand and sales of our products, which could in turn
adversely affect our financial performance and the market price of the Equity Shares. The measures we
take to protect our intellectual property include relying on Indian laws and initiating legal proceedings,
which may not be adequate to prevent unauthorized use of our intellectual property by third parties.
Furthermore, the application of laws governing intellectual property rights in India is uncertain and
evolving and could involve substantial risks to us. Notwithstanding the precautions we take to protect our
intellectual property rights, it is possible that third parties may copy or otherwise infringe on our rights,

30
 which may have an adverse effect on our reputation, business, financial condition, cash flows and results
of operations.

While we take care to ensure that we comply with the intellectual property rights of others, we cannot
determine with certainty whether we are infringing any existing third-party intellectual property rights
which may force us to alter our brand names. We may also be susceptible to claims from third parties
asserting infringement and other related claims. If similar claims are raised in the future, these claims could
result in costly litigation, divert management’s attention and resources, subject us to significant liabilities
and require us to enter into potentially expensive royalty or licensing agreements or to cease usage of
certain brand names. Furthermore, necessary licenses may not be available to us on satisfactory terms, if at
all. Any of the foregoing could have an adverse effect on our reputation, business, financial condition, cash
flows and results of operations.

37. We are dependent on a number of key personnel, including our senior management, and the loss of or
our inability to attract or retain such persons could adversely affect our business, results of operations
and financial condition.

We are highly dependent on our directors, senior management and other key personnel for setting our
strategic business direction and managing our business. We currently do not have any non-compete
agreements with our directors, senior management or other key personnel and have not obtained any key
man insurance with respect to such individuals. Our ability to meet continued success and future business
challenges depends on our ability to attract, recruit and retain experienced, talented and skilled
professionals. Due to the current limited pool of skilled personnel, competition for senior management,
commercial and finance professionals in our industry is intense.

In the event of the loss of services of our directors, senior management or other key personnel or our
inability to recruit or train a sufficient number of experienced personnel or our inability to manage the
attrition levels in different employee categories may have an adverse effect on the Company’s financial
results and business prospects.

38. Any downgrading of our credit rating by a domestic or international credit rating agency may increase
interest rates for our future borrowings, which would increase our cost of borrowings, and adversely
affect our ability to borrow on a competitive basis.

Our Company’s debt borrowings which was BBB- (Stable) / A3 as on April 7, 2022, has improved to BBB
(Stable) / A3+ as on August 4, 2022 by ICRA vide their rating rationale dated August 4, 2022. Our credit
rating reflects, amongst other things, the rating agency’s opinion of our financial strength, operating
performance, strategic position, and ability to meet our obligations. Our inability to obtain such credit
rating in a timely manner or any non-availability of credit ratings, or poor ratings may increase borrowing
costs and constrain our access to capital and lending markets and, as a result, could adversely affect our
business and results of operations. In addition, non-availability of credit ratings could increase the
possibility of additional terms and conditions being added to any new or replacement financing
arrangements.

Any future downgrade of our credit ratings may increase interest rates of for refinancing our borrowings,
which would increase our cost of borrowings, and may have an adverse effect on our future issuances of
debt and our ability to borrow on a competitive basis. Further, any downgrade in our credit ratings may
also trigger an event of default or acceleration of repayment of certain of our borrowings. If any of these
risks materialise, it could have a material adverse effect on our business, results of operations and financial
condition.

39. Our Company has applied for change in name and awaits the approval from RoC and the Stock
Exchanges.

Our Company passed a resolution to change the name of the Company from “Som Distilleries and
Breweries Limited” to “Som Distilleries Breweries and Wineries Limited” for better representation in the
market, at its board meeting held on November 18, 2022. The same was approved by the Shareholders at
their meeting held on December 27, 2022. Our Company has made necessary filings and intimations with
the RoC and the Stock Exchanges but still awaits their approval for the change in name. The RoC or Stock

31
 Exchange may reject our application or intimate defects in the application, due to which we may have to
refile the application.

40. We are subject to extensive licensing regime with changing laws, rules and regulations and our inability
to obtain, maintain or renew requisite statutory and regulatory permits and approvals for our business
operations could materially and adversely affect our business, prospects, results of operations and
financial condition.

The alcoholic beverages segment is subject to extensive government regulation and in respect of our
existing operations we are required to obtain and maintain various statutory and regulatory permits,
certificates and approvals including approvals under the Food Safety and Standards Act, 2006, Water
(Prevention and Control of Pollution) Act, 1974, environmental approvals, factories licenses, labour related
and tax related approvals. Unfavourable changes in such laws or policies or the promulgation of new laws,
rule and regulations applicable to our industry, could adversely affect our business and financial
performance. There can be no assurance that the relevant authorities will issue or renew any expired
permits or approvals in time or at all. Failure or delay in obtaining approvals or failure by us to obtain,
maintain or renew the required permits or approvals within applicable time, may result in interruption of
our operations. Furthermore, under such circumstances, the relevant authorities may initiate penal action
against us, restrain our operations, impose fines/penalties or initiate legal proceedings for our inability to
renew/obtain approvals in a timely manner or at all.

Although we endeavour to obtain and maintain relevant regulatory approvals applicable to our operations,
such approvals are subject to various conditions and in the event of an inability to comply with such
conditions, the relevant regulatory authorities may suspend or revoke such approvals. In addition, the
regulations governing our operations may be amended and impose more onerous obligations on us which
may result in increased costs, be subject to penalties, or suffer disruption in our activities, any of which
could adversely affect our business.

Our operations are subject to stringent health and safety laws as our products are for human consumption
and are therefore subject to various industry specific regulations. Inspite of having being in compliance
with applicable food safety, and other applicable laws and regulations, we may be subject to additional
regulatory requirements due to changes in governmental policies. Further we may also incur additional
costs and liabilities related to compliance with these laws and regulations that are an inherent part of our
business. We are subject to various central, state and local food safety, consumer goods, health and safety
and other laws and regulations. These relate to various issues, including food safety, food ingredients, and
food packaging requirements, and the investigation and remediation of contamination.

These laws and regulations governing the food and beverage industry are increasingly becoming stringent
and may in the future create substantial compliance or remediation liabilities and costs. Other laws may
require us to investigate and remediate contamination at our facilities and production processes. While we
endeavour to comply with applicable regulatory requirements, it is possible that such compliance measures
may restrict our business and operations, result in increased cost and onerous compliance measures, and an
inability to comply with such regulatory requirements may attract penalty.

We engage various contractors at our processing plants. We cannot assure you that the contractors
operating our processing plants will be able to obtain and maintain relevant approvals for continuous
operations of such facilities. Failure of the contractors to maintain requisite government approvals may
lead to a disruption at our production facilities and consequently in the production and supply of our
products and may adversely affect our results of operations. Certain material consents, licenses,
registrations, permissions and approvals that are required to be obtained by our Company for undertaking
its business have elapsed in their normal course and our Company has either made an application to the
relevant Central or State government authorities for renewal of such licenses, consents, registrations,
permissions and approvals or is in the process of making such applications.

32
41. Some of our agreements in relation to our property are under stamped or inadequately stamped and if
any financial or judicial implication arises out of the same it may have an effect on the Company’s
financial position and reputation.

Some of agreements in relation to our property are under stamped. An inadequately stamped or
unregistered document is inadmissible as evidence before any judicial forum. It may be further noted that
such inadequately stamped document is capable of being impounded upon presentation before any
governmental or judicial authority and an applicable penalty may be imposed as per the applicable laws. If
any financial or judicial implication arises out of the same it may have an effect on our Company’s
financial position and reputation.

42. Failure to comply with environmental laws and regulations could lead to unforeseen environmental
litigation which could impact our business and our future net earnings.

We are subject to various international, national, state, municipal and local laws and regulations
concerning environmental protection in India, including laws addressing the discharge of pollutants into
the air and water, the management and disposal of any hazardous substances, and wastes and the clean-up
of contaminated sites. Environmental laws and regulations and their enforcement in India and our
international licensed territories are becoming more stringent, and the scope and extent of new
environmental regulations, including their effect on our operations, cannot be pre-empted with any
certainty. In case of any change in environmental or pollution regulations, we may be required to invest in,
among other things, environmental monitoring, pollution control equipment and emissions management.
Further, any violation of the environmental laws and regulations may result in fines, criminal sanctions,
and revocation of operating permits or shutdown of our facilities.

As a consequence of unanticipated regulatory or other developments, future environmental and regulatory

related expenditures may vary substantially from those currently anticipated and may adversely affect our
business, results of operations or financial condition. In the event our products are found to be non-
compliant, our products could be restricted from entering certain markets, and we could face other
sanctions, if we were to violate or become liable under environmental laws. In the event we are found to be
non-compliant, the potential exposure could include fines and civil or criminal sanctions, third-party
property damage or personal injury claims and clean-up costs. Further, liability under some environmental
laws relating to contamination of sites can be imposed retroactively. The amount and timing of costs under
environmental laws are difficult to predict.

43. We have commissioned an industry report for the disclosures made in the chapter titled “Industry
Overview” and made disclosures on the basis of the data provided in the same and such data has not
been independently verified by us.

We have commissioned a thematic report titled “Indian Alcohol Beverage Industry” issued by ICRA
Limited for the disclosures which need to be made in the chapter titled “Industry Overview” on page 57 of
this Letter of Offer. We have not independently verified such data. We cannot assure you that any
assumptions made are correct or will not change and, accordingly, our position in the market may differ
from that presented in this Letter of Offer. Further, the industry data mentioned in this Letter of Offer or
sources from which the data has been collected are not recommendations to invest in our Company.
Accordingly, investors should read the industry related disclosure in this Letter of Offer in this context.

ISSUE SPECIFIC RISKS

44. We will not distribute the Letter of Offer, the Abridged Letter of Offer, Application Form and Rights
Entitlement Letter to overseas Shareholders who have not provided an address in India for service of
documents.

In accordance with the SEBI ICDR Regulations and SEBI Rights Issue Circulars our Company will send,
only through email, the Letter of Offer, the Abridged Letter of Offer, the Rights Entitlement Letter,
Application Form and other issue material to the email addresses of all the Eligible Equity Shareholders
who have provided their Indian addresses to our Company or who are located in jurisdictions where the
offer and sale of the Rights Equity Shares permitted under laws of such jurisdictions and in each case who
make a request in this regard. The Issue Materials will not be distributed to addresses outside India on
account of restrictions that apply to circulation of such materials in overseas jurisdictions. However, the

33
 Companies Act, 2013 requires companies to serve documents at any address which may be provided by the
members as well as through e-mail. Presently, there is lack of clarity under the Companies Act, 2013 and
the rules made thereunder with respect to distribution of Issue Materials in overseas jurisdictions where
such distribution may be prohibited under the applicable laws of such jurisdictions. While we have
requested all the shareholders to provide an address in India for the purposes of distribution of Issue
Materials, we cannot assure you that the regulator or authorities would not adopt a different view with
respect to compliance with the Companies Act, 2013 and may subject us to fines or penalties.

45. The Rights Entitlement of Eligible Equity Shareholders holding Equity Shares in physical form
(“Physical Shareholder”) may lapse in case they fail to furnish the details of their demat account to the
Registrar.

The concept of crediting Rights Entitlements into the demat accounts of the Eligible Equity Shareholders
has recently been introduced by the SEBI. Accordingly, the process for such Rights Entitlements has been
recently devised by capital market intermediaries. Eligible Equity Shareholders are encouraged to exercise
caution, carefully follow the requirements as stated in the SEBI circulars dated SEBI circular bearing
reference number SEBI/HO/CFD/DIL2/CIR/P/2020/13 dated January 22, 2020 read with SEBI circular
bearing reference number SEBI/HO/CFD/SSEP/CIR/P/2022/66 dated May 19, 2022, and ensure
completion of all necessary steps in relation to providing/updating their demat account details in a timely
manner. For details, see “Terms of the Issue” on page 117 of this Letter of Offer. In accordance with
Regulation 77A of the SEBI ICDR Regulations read with the SEBI Rights Issue Circulars, the credit of
Rights Entitlements and Allotment of Rights Equity Shares shall be made in dematerialized form only.

46. Failure to exercise or sell the Rights Entitlements will cause the Rights Entitlements to lapse without
compensation and result in a dilution of shareholding.

Rights Entitlements that are not exercised prior to the end of the Issue Closing Date will expire and
become null and void, and Eligible Equity Shareholders will not receive any consideration for them. The
proportionate ownership and voting interest in our Company of Eligible Equity Shareholders who fail (or
are not able) to exercise their Rights Entitlements will be diluted. Even if you elect to sell your unexercised
Rights Entitlements, the consideration you receive for them may not be sufficient to fully compensate you
for the dilution of your percentage ownership of the equity share capital of our Company that may be
caused as a result of the Issue. Renouncees may not be able to apply in case of failure in completion of
renunciation through off-market transfer in such a manner that the Rights Entitlements are credited to the
demat account of the Renouncees prior to the Issue Closing Date. Further, in case, the Rights Entitlements
do not get credited in time, in case of On Market Renunciation, such Renouncee will not be able to apply
in this Issue with respect to such Rights Entitlements. For details, see “Terms of the Issue” on page 117 of
this Letter of Offer.

47. Any future issuance of Equity Shares, or convertible securities or other equity-linked securities by our
Company may dilute your shareholding and any sale of Equity Shares by our Promoter or members of
our Promoter Group may adversely affect the trading price of the Equity Shares.

Any future issuance of the Equity Shares, convertible securities or securities linked to the Equity Shares by
our Company may dilute your shareholding in our Company; adversely affect the trading price of the
Equity Shares and our ability to raise capital through an issue of our securities. In addition, any perception
by investors that such issuances or sales might occur could also affect the trading price of the Equity
Shares. We cannot assure you that we will not issue additional Equity Shares. The disposal of Equity
Shares by any of our Promoter and Promoter Group, or the perception that such sales may occur may
significantly affect the trading price of the Equity Shares. We cannot assure you that our Promoter and
Promoter Group will not dispose of, pledge or encumber their Equity Shares in the future.

48. You may be subject to Indian taxes arising out of capital gains on the sale of the Equity Shares.

Under current Indian tax laws, unless specifically exempted, capital gains arising from the sale of equity
shares of an Indian company are generally taxable in India. Accordingly, you may be subject to payment of
long-term capital gains tax in India, in addition to payment of STT, on the sale of any Equity Shares held
for more than 12 months. STT will be levied on and collected by a domestic stock exchange on which the
Equity Shares are sold. Further, any gain realized on the sale of listed equity shares held for a period of 12
months or less will be subject to short-term capital gains tax in India. Capital gains arising from the sale of

34
 the Equity Shares may be partially or completely exempt from taxation in India in cases where such
exemption is provided under a treaty between India and the country of which the seller is a resident.
Generally, Indian tax treaties do not limit India’s ability to impose tax on capital gains. As a result,
residents of other countries may be liable for tax in India as well as in their own jurisdiction on gains made
upon the sale of the Equity Shares.

49. You may not receive the Equity Shares that you subscribe in the Issue until fifteen days after the date on
which this Issue closes, which will subject you to market risk.

The Equity Shares that you subscribe in the Issue may not be credited to your demat account with the
depository participants until approximately 15 days from the Issue Closing Date. You can start trading
such Equity Shares only after receipt of the listing and trading approval in respect thereof. There can be no
assurance that the Equity Shares allocated to you will be credited to your demat account, or that trading in
the Equity Shares will commence within the specified time period, subjecting you to market risk for such
period.

50. Fluctuation in the exchange rate between the Indian Rupee and foreign currencies may adversely affect
the value of our Equity Shares, independent of our operating results.

On listing, our Equity Shares will be quoted in Indian Rupees on the Stock Exchanges. Any dividends in
respect of our Equity Shares will also be paid in Indian Rupees and subsequently converted into the
relevant foreign currency for repatriation, if required. Any adverse movement in currency exchange rates
during the time that it takes to undertake such conversion may reduce the net dividend to foreign investors.
In addition, any adverse movement in currency exchange rates during a delay in repatriating outside India
the proceeds from a sale of Equity Shares, for example, because of a delay in regulatory approvals that
may be required for the sale of Equity Shares may reduce the proceeds received by equity shareholders.
For example, the exchange rate between the Rupee and the U.S. dollar has fluctuated substantially in
recent years and may continue to fluctuate substantially in the future, which may adversely affect the
trading price of our Equity Shares and returns on our Equity Shares, independent of our operating results.

51. Sale of Equity Shares by our Promoter or other significant shareholder(s) may adversely affect the
trading price of the Equity Shares.

Any instance of disinvestments of equity shares by our Promoter or by other significant shareholder(s) may
significantly affect the trading price of our Equity Shares. Further, our market price may also be adversely
affected even if there is a perception or belief that such sales of Equity Shares might occur.

EXTERNAL RISK FACTORS

52. Political, economic or other factors that are beyond our control may have adversely affect our business
and results of operations.

The Indian economy and its securities markets are influenced by economic developments and volatility in
securities markets in other countries. Investors’ reactions to developments in one country may have
adverse effects on the market price of securities of companies located in other countries, including India.
Negative economic developments, such as rising fiscal or trade deficits, or a default on national debt, in
other emerging market countries may also affect investor confidence and cause increased volatility in
Indian securities markets and indirectly affect the Indian economy in general. Any of these factors could
depress economic activity and restrict our access to capital, which could have an adverse effect on our
business, financial condition and results of operations and reduce the price of our Equity Shares. Any
financial disruption could have an adverse effect on our business, future financial performance,
shareholders’ equity and the price of our Equity Shares.

We are dependent on domestic, regional and global economic and market conditions. Our performance,
growth and market price of our Equity Shares are and will be dependent to a large extent on the health of
the economy in which we operate. There have been periods of slowdown in the economic growth of India.
Demand for our products or services may be adversely affected by an economic downturn in domestic,
regional and global economies.

35
 Economic growth is affected by various factors including domestic consumption and savings, balance of
trade movements, namely export demand and movements in key imports, global economic uncertainty and
liquidity crisis, volatility in exchange currency rates, and annual rainfall which affects agricultural
production.

Consequently, any future slowdown in the Indian economy could harm our business, results of operations
and financial condition. Also, a change in the government or a change in the economic and deregulation
policies could adversely affect economic conditions prevalent in the areas in which we operate in general
and our business in particular and high rates of inflation in India could increase our costs without
proportionately increasing our revenues, and as such decrease our operating margins.

53. A slowdown in economic growth in India could cause our business to suffer.

We are incorporated in India, and all of our assets and employees are located in India. As a result, we are
highly dependent on prevailing economic conditions in India and our results of operations are significantly
affected by factors influencing the Indian economy. A slowdown in the Indian economy could adversely
affect our business, including our ability to grow our assets, the quality of our assets, and our ability to
implement our strategy.

Any slowdown in the Indian economy or in the growth of the sectors we participate in or future volatility
in global commodity prices could adversely affect our borrowers and contractual counterparties. This in
turn could adversely affect our business and financial performance and the price of our Equity Shares.

54. Changing laws, rules and regulations and legal uncertainties, including adverse application of
corporate and tax laws, may adversely affect our business, prospects and results of operations.

Our business and financial performance could be adversely affected by unfavorable changes in or
interpretations of existing, or the promulgation of new, laws, rules and regulations applicable to us and our
business. There can be no assurance that the government may not implement new regulations and policies
which will require us to obtain approvals and licenses from the government and other regulatory bodies or
impose onerous requirements and conditions on our operations. Any such changes and the related
uncertainties with respect to the applicability, interpretation and implementation of any amendment or
change to governing laws, regulation or policy in the jurisdictions in which we operate may have a material
adverse effect on our business, financial condition, cash flows and results of operations. In addition, we
may have to incur expenditures to comply with the requirements of any new regulations, which may also
materially harm our results of operations or cash flows. Any unfavorable changes to the laws and
regulations applicable to us could also subject us to additional liabilities.

55. Financial instability in both Indian and international financial markets could adversely affect our
results of operations and financial condition.

The Indian financial market and the Indian economy are influenced by economic and market conditions in
other countries, particularly in emerging market in Asian countries. Financial turmoil in Asia, Europe, the
United States and elsewhere in the world in recent years has affected the Indian economy. Although
economic conditions are different in each country, investors’ reactions to developments in one country can
have an adverse effect on the securities of companies in other countries, including India. A loss in investor
confidence in the financial systems of other emerging markets may cause increased volatility in Indian
financial markets and, indirectly, in the Indian economy in general. Any global financial instability,
including further deterioration of credit conditions in the U.S. market, could also have a negative impact on
the Indian economy. Financial disruptions may occur again and could harm our results of operations and
financial condition.

The Indian economy is also influenced by economic and market conditions in other countries. This
includes, but is not limited to, the conditions in the United States, Europe and certain economies in Asia.
Financial turmoil in Asia and elsewhere in the world in recent years has affected the Indian economy. Any
worldwide financial instability may cause increased volatility in the Indian financial markets and, directly
or indirectly, adversely affect the Indian economy and financial sector and its business.

Although economic conditions vary across markets, loss of investor confidence in one emerging economy
may cause increased volatility across other economies, including India. Financial instability in other parts

36
 of the world could have a global influence and thereby impact the Indian economy. Financial disruptions in
the future could adversely affect our business, prospects, financial condition and results of operations. The
global credit and equity markets have experienced substantial dislocations, liquidity disruptions and market
corrections.

These could include further falls in Stock Exchange indices and greater volatility of markets in general due
to the increased uncertainty. These and other related events could have a significant impact on the global
credit and financial markets as a whole, and could result in reduced liquidity, greater volatility, widening
of credit spreads and a lack of price transparency in the global credit and financial markets. There are also
concerns that a tightening of monetary policy in emerging markets and some developed markets will lead
to a moderation in global growth. In response to such developments, legislators and financial regulators in
the United States and other jurisdictions, including India, have implemented a number of policy measures
designed to add stability to the financial markets. However, the overall long-term impact of these and other
legislative and regulatory efforts on the global financial markets is uncertain, and they may not have had
the intended stabilizing effects. Any significant financial disruption in the future could have an adverse
effect on our cost of funding, loan portfolio, business, future financial performance and the trading price of
the Equity Shares.

56. Inflation in India could have an adverse effect on our profitability and if significant, on our financial
condition.

Inflation rates in India have been volatile in recent years, and such volatility may continue in the future.
India has experienced high inflation in the recent past. Increased inflation can contribute to an increase in
interest rates and increased costs to our business, including increased costs of salaries, and other expenses
relevant to our business.

High fluctuations in inflation rates may make it more difficult for us to accurately estimate or control our
costs. Any increase in inflation in India can increase our expenses, which we may not be able to pass on to
our customers, whether entirely or in part, and the same may adversely affect our business and financial
condition. In particular, we might not be able to reduce our costs or increase our rates to pass the increase
in costs on to our customers. In such case, our business, results of operations, cash flows and financial
condition may be adversely affected.

Further, the GoI has previously initiated economic measures to combat high inflation rates, and it is
unclear whether these measures will remain in effect. There can be no assurance that Indian inflation levels
will not worsen in the future.

57. Foreign investors are subject to foreign investment restrictions under Indian law that limits our ability
to attract foreign investors, which may adversely impact the market price of the Equity Shares.

As an Indian Company, we are subject to exchange controls that regulate borrowing in foreign currencies,
including those specified under FEMA. Such regulatory restrictions limit our financing sources for our
projects under development and hence could constrain our ability to obtain financing on competitive terms
and refinance existing indebtedness. In addition, we cannot assure you that the required approvals will be
granted to us without onerous conditions, or at all. Limitations on foreign debt may adversely affect our
business growth, results of operations and financial condition.

Further, under the foreign exchange regulations currently in force in India, transfers of shares between
non-residents and residents are freely permitted (subject to certain exceptions) if they comply with the
pricing guidelines and reporting requirements specified by the RBI. If the transfer of shares, which are
sought to be transferred, is not in compliance with such pricing guidelines or reporting requirements or fall
under any of the exceptions referred to above, then the prior approval of the RBI will be required.
Additionally, shareholders who seek to convert the Rupee proceeds from a sale of shares in India into
foreign currency and repatriate that foreign currency from India will require a no objection/ tax clearance
certificate from the income tax authority. There can be no assurance that any approval required from the
RBI or any other government agency can be obtained on any particular terms or at all.

37
58. Any downgrading of India’s debt rating by an independent agency may harm our ability to raise
financing.

Any adverse revisions to India’s credit ratings international debt by international rating agencies may
adversely affect our ability to raise additional overseas financing and the interest rates and other
commercial terms at which such additional financing is available. This could have an adverse effect on our
ability to fund our growth on favorable terms or at all, and consequently adversely affect our business and
financial performance and the price of our Equity Shares.

59. The occurrence of natural or man-made disasters could adversely affect our results of operations, cash
flows and financial condition. Hostilities, terrorist attacks, civil unrest and other acts of violence could
adversely affect the financial markets and our business.

The occurrence of natural disasters, including cyclones, storms, floods, earthquakes, tsunamis, tornadoes,
fires, explosions, pandemic disease and man-made disasters, including acts of terrorism and military
actions, could adversely affect our results of operations, cash flows or financial condition. Terrorist attacks
and other acts of violence or war may adversely affect the Indian securities markets. In addition, any
deterioration in international relations, especially between India and its neighboring countries, may result
in investor concern regarding regional stability which could adversely affect the price of the Equity Shares.
In addition, India has witnessed local civil disturbances in recent years and it is possible that future civil
unrest as well as other adverse social, economic or political events in India could have an adverse effect on
our business.

Such incidents could also create a greater perception that investment in Indian companies involves a higher
degree of risk and could have an adverse effect on our business and the market price of the Equity Shares.

38
 SECTION III – INTRODUCTION

THE ISSUE

This Issue has been authorised through a resolution passed by our Board at its meeting held on January 24, 2023
pursuant to Section 62(1) (a) of the Companies Act.

The following is a summary of this Issue, and should be read in conjunction with and is qualified entirely by, the
information detailed in the chapter titled “Terms of the Issue” on page 117 of this Letter of Offer.

Equity Shares proposed to be issued Up to 34,95,952 Rights Equity Shares

Rights Entitlements 10 (Ten) Rights Equity Shares for every 211 (Two Hundred
Eleven) fully paid up Equity Shares held on the Record Date.
Fractional Entitlement For Rights Equity Shares being offered on a rights basis under
the Issue, if the shareholding of any of the Eligible Equity
Shareholders is less than 22 (Twenty Two) Equity Shares or is
not in multiples of 22 (Twenty Two), the fractional entitlement
of such Eligible Equity Shareholders shall be ignored for
computation of the Rights Entitlements. However, Eligible
Equity Shareholders whose fractional entitlements are being
ignored earlier will be given preference in the Allotment of one
additional Rights Equity Share each, if such Eligible Equity
Shareholders have applied for additional Rights Equity Shares
over and above their Rights Entitlement, if any.
Record Date Friday, April 14, 2023
Face value per Equity Share ₹5
Issue Price per Rights Equity Share ₹140
Issue Size Up to ₹4,894.33 lakhs*
*Assuming full subscription
Equity Shares issued, subscribed and 7,37,64,573 Equity Shares of ₹5 each
paid-up prior to the Issue
Equity Shares subscribed and paid-up 7,72,60,525 Equity Shares of ₹5 each
after the Issue (assuming full
subscription for and allotment of the
Rights Shares)
Voting Rights and Dividend The Equity Shares issued pursuant to this Issue upon being fully
paid up shall rank pari passu in all respects with the Equity
Shares of our Company.
Security Codes ISIN: INE480C01020
BSE: 507514
NSE: SDBL
ISIN for Rights Entitlement: INE480C20020
Use of Issue Proceeds For details, see “Objects of the Issue” on page 48 of this Letter
of Offer.
Terms of the Issue For details, see “Terms of the Issue” on page 117 of this Letter
of Offer.
Terms of Payment The full amount of the Issue Price being ₹140 will be payable on
application.

Please refer to the chapter titled “Terms of the Issue” on page 117 of this Letter of Offer.

39
 GENERAL INFORMATION

Som Distilleries and Breweries Limited (“Company” or “Issuer”) was incorporated on March 26, 1993 as a
public limited company under the Companies Act, 1956 with the Registrar of Companies, Delhi & Haryana at
Delhi.

Registered Office, Corporate Identity Number and Registration Number

Som Distilleries and Breweries Limited

1-A Zee Plaza, Arjun Nagar,
Safdarjang Enclave, Kamal Cinema Road,
New Delhi - 110 029, India.
Telephone: +91 11 2616 9909 / 9712
E-mail: [email protected]
Website: https://www.somindia.com
Corporate Identity Number: L74899DL1993PLC052787
Registration Number: 052787

Corporate Office of our Company

Som Distilleries and Breweries Limited

23, Zone-II, M.P. Nagar,
Bhopal - 462 011, Madhya Pradesh, India.
Telephone: +91 755 4271 271 / + 91 755 4278 827
E-mail: [email protected]

Changes in our Registered Office

There has been no change in the address of Registered Office of our Company since incorporation.

Change in name of our Company

Our shareholders in the Extra-Ordinary General Meeting held on December 27, 2022, have approved the change
of name of our Company from ‘Som Distilleries & Breweries Limited’ to ‘Som Distilleries Breweries and
Wineries Limited’. (Approval from RoC is awaited.)

Address of the RoC

Our Company is registered with the Registrar of Companies, Delhi & Haryana, which is situated at the
following address:

Registrar of Companies
B-Block Paryavaran Bhawan,
CGO Complex, Lodhi Road,
New Delhi – 110 003, India.

Company Secretary and Compliance Officer

Om Prakash Singh, is the Company Secretary and Compliance Officer of our Company. His contact details are
set forth hereunder.

Som Distilleries and Breweries Limited

23, Zone-II, M.P. Nagar,
Bhopal - 462 011, India.
Telephone: +91 755 4271 271
E-mail: [email protected]

40
Statutory Auditors of our Company

M/s. AKB Jain & Co.

Chartered Accountants
E-2/316, Arera Colony,
Bhopal – 462016, Madhya Pradesh, India.
Telephone: +91 82697 10541 / +91 75524 20163
Email: [email protected]; [email protected]
Contact Person: Mr. Rahul Dewani
Membership No: 435066
Firm Registration No: 003904C
Peer Review Certificate No: 014837

Lead Manager to the Issue

Vivro Financial Services Private Limited

607/608, Marathon Icon, Opp. Peninsula Corporate Park,
Off Ganpatrao Kadam Marg, Veer Santaji Lane, Lower Parel,
Mumbai – 400 013, Maharashtra, India.
Telephone: +91 22 6666 8040
Email: [email protected]
Investor Grievance Email: [email protected]
Website: www.vivro.net
Contact Person: Anshul Nenawati / Viral Shah
SEBI Registration No.: INM000010122

Statement of responsibilities

Since Vivro Financial Services Private Limited is the sole Lead Manager to the Issue and all the responsibilities
pertaining to co-ordination and other activities, in relation to the Issue, shall be performed by them.

Legal Advisor to the Issue

M/s. Crawford Bayley & Co.

4th Floor, State Bank Building,
N.G.N Vaidya Marg, Fort,
Mumbai – 400 023,
Maharashtra, India.
Telephone: +91 22 2266 3353
E-mail: [email protected]

Registrar to the Issue

MAS Services Limited

T-34, 2nd Floor, Okhla Industrial Area,
Phase - II, New Delhi -110020, India.
Telephone: +91 11- 2638 7281 / 82 /83, 4132 0335
Fax: +91 11 2638 7384
Email: [email protected]
Website: www.masserv.com
Investor grievance: [email protected]
SEBI Registration: INR000000049
Contact Person: N.C. Pal

Investors may contact the Registrar to the Issue or our Company Secretary and Compliance Officer for any pre-
Issue or post-Issue related matters. All grievances relating to the ASBA process may be addressed to the
Registrar to the Issue, with a copy to the SCSB, giving full details such as name, address of the Applicant,
contact number(s), e-mail address of the sole/ first holder, folio number or demat account, number of Rights
Equity Shares applied for, amount blocked, ASBA Account number and the Designated Branch of the SCSB
where the Application Forms, or the plain paper application, as the case may be, was submitted by the Investors

41
along with a photocopy of the acknowledgement slip. For details on the ASBA process, please see the section
entitled “Terms of the Issue” on page 117 of this Letter of Offer.

Expert

Except as stated below, our Company has not obtained any expert opinion:

Our Company has received a written consent from our Statutory Auditors, M/s. AKB Jain & Co., Chartered
Accountants, to include their name in this Letter of Offer and as an “expert”, as defined under Section 2(38) of
the Companies Act 2013, to the extent and in their capacity as statutory auditors of our Company and in respect
of the inclusion of (i) the audited consolidated financial statements of the Company for the fiscal year 2022 and
their report thereon dated April 26, 2022; (ii) unaudited consolidated financial results of the period ended
December 31, 2022 and their report thereon dated January 24, 2023; (iii) unaudited consolidated financial
results of the period ended September 30, 2022 and their report thereon dated October 20, 2022; and (iii) the
statement of special tax benefits dated February 23, 2023, included in this Letter of Offer, and such consent has
not been withdrawn as of the date of this Letter of Offer. However, the term “expert” shall not be construed to
mean an “expert” as defined under the Securities Act.

Banker to the Issue

ICICI Bank Limited

Capital Market Division, 1st Floor,
122, Mistry Bhavan, Dinshaw Vachha Road,
Backbay Reclamation, Churchgate,
Mumbai – 400 020, Maharashtra, India.
Telephone: 022 6681 8911 / 23 / 24
Email: [email protected] / [email protected]
Website: www.icicibank.com
SEBI Registration: INBI00000004
Contact Person: Sagar Welekar

Self-Certified Syndicate Banks

The list of banks that have been notified by SEBI to act as the SCSBs for the ASBA process is provided on the
website of SEBI at http://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes and updated from
time to time. For a list of branches of the SCSBs named by the respective SCSBs to receive the ASBA Forms
from the Designated Intermediaries, please refer to the above-mentioned link.

Issue Schedule

The subscription will open upon the commencement of the banking hours and will close upon the close of
banking hours on the dates mentioned below:

Particulars Day, Date

Last Date for credit of Rights Entitlements Tuesday, April 25, 2023
Issue Opening Date Wednesday, April 26, 2023
Last Date for On Market Renunciation of Rights Entitlements # Monday, May 8, 2023
Issue Closing Date* Thursday, May 11, 2023
Finalization of Basis of Allotment (on or about) Thursday, May 18, 2023
Date of Allotment (on or about) Friday, May 19, 2023
Date of credit (on or about) Tuesday, May 23, 2023
Date of listing (on or about) Monday, May 29, 2023
#
Eligible Equity Shareholders are requested to ensure that renunciation through off-market transfer is
completed in such a manner that the Rights Entitlements are credited to the demat account of the Renouncees on
or prior to the Issue Closing Date.
*
Our Board or the Rights Issue Committee thereof will have the right to extend the Issue Period as it may
determine from time to time but not exceeding 30 days from the Issue Opening Date (inclusive of the Issue
Opening Date). Further, no withdrawal of Application shall be permitted by any Applicant after the Issue
Closing Date.

42
Please note that if Eligible Equity Shareholders holding Equity Shares in physical form as on Record Date, have
not provided the details of their demat accounts to our Company or to the Registrar, they are required to provide
their demat account details to our Company or the Registrar not later than two Working Days prior to the Issue
Closing Date, i.e., Tuesday, May 9, 2023, to enable the credit of the Rights Entitlements by way of transfer from
the demat suspense escrow account to their respective demat accounts, at least one day before the Issue Closing
Date, i.e., Wednesday, May 10, 2023.

Investors are advised to ensure that the Applications are submitted on or before the Issue Closing Date. Our
Company, the Lead Manager or the Registrar to the Issue will not be liable for any loss on account of non-
submission of Applications on or before the Issue Closing Date. Further, it is also encouraged that the
applications are submitted well in advance before Issue Closing Date. For details on submitting Application
Forms, see “Terms of the Issue” beginning on page 117 of this Letter of Offer.

Please note that if no Application is made by the Eligible Equity Shareholders of Rights Equity Shares on or
before Issue Closing Date, the Rights Entitlements of such Eligible Equity Shareholders shall get lapsed and
shall be extinguished after the Issue Closing Date. No Rights Equity Shares for such lapsed Rights Entitlements
will be credited, even if such Rights Entitlements were purchased from market and purchaser will lose the
amount paid to acquire the Rights Entitlements. Persons who are credited the Rights Entitlements are required to
make an Application to apply for Equity Shares offered under Rights Issue for subscribing to the Equity Shares
offered under the Issue.

The details of the Rights Entitlements with respect to each Eligible Equity Shareholders can be accessed by such
respective Eligible Equity Shareholders on the website of the Registrar at www.masserv.com after keying in
their respective details along with other security control measures implemented there at. For further details, see
“Terms of the Issue - Credit of Rights Entitlements in demat accounts of Eligible Equity Shareholders”
beginning on page 119 of this Letter of Offer.

Credit Rating

As the proposed Issue is of Rights Equity Shares, the appointment of a credit rating agency is not required.

Debenture Trustee

As the proposed Issue is of Rights Equity Shares, the appointment of debenture trustee is not required.

Monitoring Agency

Since the Issue size does not exceed ₹10,000 lakhs, there is no requirement to appoint a monitoring agency in
relation to the Issue under SEBI ICDR Regulations.

Appraising Entity

None of the purposes for which the Net Proceeds are proposed to be utilized have been financially appraised by
any banks or financial institution or any other independent agency.

Underwriting

This Issue is not underwritten and our Company has not entered into any underwriting arrangement.

Filing

This Letter of Offer is being filed with the Stock Exchanges i.e., BSE Limited and the National Stock Exchange
of India Limited as per the provisions of the SEBI ICDR Regulations. Further, in terms of SEBI ICDR
Regulations, our Company will simultaneously do an online filing with SEBI through SEBI intermediary portal
at https://siportal.sebi.gov.in in terms of circular (No. SEBI/HO/CFD/DIL 1/CIR/P/2018/011) dated January 19,
2018 issued by the SEBI for record purposes only. Further, in light of the SEBI notification dared March 27,
2020, our Company will submit a copy of this Letter of Offer to the email address: [email protected] for
record purposes only.

43
Minimum Subscription

The objects of the Issue do not involve financing of capital expenditure. Further, our Promoters and Promoter
Group have undertaken that they shall subscribe to the full extent of their Rights Entitlements and that they shall
not renounce their Rights Entitlements (except to the extent of renunciation by any of them in favour of any
other Promoters or member of the Promoter Group) subject to the aggregate shareholding of our Promoters and
Promoter Group being compliant with the minimum public shareholding requirements under the SCRR and the
SEBI LODR Regulations.

In terms of Regulation 86 of the SEBI ICDR Regulations, the requirement of minimum subscription of 90% is
not applicable to the Issue.

44
 CAPITAL STRUCTURE

The share capital of our Company as at the date of this Letter of Offer is set forth below:

(₹ in lakhs, except share data)

Aggregate value at Aggregate value at
Particulars
face value Issue Price
AUTHORISED SHARE CAPITAL
10,00,00,000 Equity Shares of ₹5 each 5,000.00 NA

ISSUED, SUBSCRIBED AND PAID UP SHARE CAPITAL

BEFORE THE ISSUE
7,37,64,573 Equity Shares of ₹5 each 3,688.23 NA

PRESENT ISSUE IN TERMS OF THIS LETTER OF

OFFER(1)
Up to 34,95,952 Rights Equity Shares at a premium of ₹135 per
Rights Equity Share, i.e., at an Issue Price of ₹140 per Rights 174.80 4,894.33
Equity Share

ISSUED, SUBSCRIBED AND PAID UP SHARE CAPITAL

AFTER THE ISSUE(2)
7,72,60,525 Equity Shares of ₹5 each 3,863.03 NA

SECURITIES PREMIUM ACCOUNT

Before the Issue 18,254.81
After the Issue(2) 22,974.35*
(1)
The Issue has been authorised by a resolution of our Board of Directors passed at its meeting held on January
24, 2023, pursuant to Section 62(1)(a) of the Companies Act, 2013 and other applicable provisions.
(2)
Assuming full subscription by the Eligible Equity Shareholders of the Rights Equity Shares.
*
Subject to finalization of Basis of Allotment and Allotment of Rights Equity Shares.

Notes to Capital Structure

1. Details of options and outstanding instruments as on the date of this Letter of Offer

There are no outstanding options or convertible securities, including any outstanding warrants or rights to
convert debentures, loans or other instruments convertible into our Equity Shares as on the date of this
Letter of Offer.

2. Except as disclosed under the heading titled “Statement showing holding of Equity Shares of the Promoters
and Promoter Group including details of lock-in, pledge of and encumbrance thereon”, no Equity shares
held by our Promoters and Promoter Group are locked-in, pledged or encumbered as on date of this Letter
of Offer.

3. Except as disclosed below, no Equity Shares have been acquired by the Promoters or members of the
Promoter Group in the year immediately preceding the date of filing of this Letter of Offer with the Stock
Exchanges and submission to SEBI.

45
 Percentage of
Sr. Name of the Promoter / Promoter No. of Equity
Equity Shares Date of Acquisition
No. Group Shares Acquired
acquired (%)
50,000 0.07 March 31, 2022
7,000 0.01 May 4, 2022
24,000 0.03 May 5, 2022
25,000 0.03 May 6, 2022
28,000 0.04 May 9, 2022
25,000 0.03 May 10, 2022
27,000 0.04 May 11, 2022
50,000 0.07 May 12, 2022
15,000 0.02 May 13, 2022
15,000 0.02 June 6, 2022
10,000 0.01 June 9, 2022
32,000 0.04 June 13, 2022
26,000 0.04 June 17, 2022
15,000 0.02 June 20, 2022
5,000 0.01 June 21, 2022
12,000 0.02 June 23, 2022
10,000 0.02 June 28, 2022
45,000 0.06 June 29, 2022
55,000 0.07 September 20, 2022
60,300 0.08 September 22, 2022
55,000 0.07 September 27, 2022
30,000 0.04 October 24, 2022
1. Jagdish Kumar Arora
50,000 0.07 October 25, 2022
50,000 0.07 October 27, 2022
50,000 0.07 October 28, 2022
50,000 0.07 November 1, 2022
48,000 0.07 November 2, 2022
20,000 0.03 November 7, 2022
50,000 0.07 November 9, 2022
20,00,000 2.71 November 18, 2022
35,000 0.05 January 31, 2023
20,000 0.03 February 3, 2023
10,000 0.01 February 8, 2023
20,000 0.03 February 9, 2023
15,000 0.02 February 21, 2023
10,000 0.01 February 22, 2023
17,000 0.02 March 2, 2023
20,500 0.03 March 3, 2023
20,000 0.03 March 6, 2023
35,000 0.05 March 9, 2023
19,000 0.02 March 10, 2023
25,000 0.03 March 28, 2023
27,500 0.04 March 29, 2023
35,000 0.05 March 31, 2023
25,000 0.03 May 20, 2022
35,000 0.05 May 23, 2022
22,000 0.03 May 24, 2022
20,540 0.03 May 25, 2022
15,000 0.02 May 26, 2022
2. Deepak Arora
15,000 0.02 May 27, 2022
10,200 0.01 May 31, 2022
5,00,000 0.68 November 18, 2022
5,000 0.01 March 13, 2023
10,000 0.01 March 27, 2023

46
4. Intention and extent of participation by our Promoters and Promoter Group

Our Promoters and Promoter Group vide their letter dated February 4, 2023 (“Subscription Letter”), have
undertaken that they, jointly and/or severally, shall subscribe in the Issue, to the full extent of their Rights
Entitlements and have also confirmed that they shall not renounce their Rights Entitlements (except to the
extent of renunciation by any of them in favour of any other Promoter or member of the Promoter Group).

The acquisition of Rights Equity Shares by our Promoters and our Promoter Group, over and above its
Rights Entitlements shall not result in a change of control of the management of our Company and shall be
in compliance with the SEBI SAST Regulations. Our Company is in compliance with Regulation 38 of the
SEBI Listing Regulations and will continue to comply with the minimum public shareholding
requirements under the Applicable Law.

5. The ex-rights price of the Equity Shares as per Regulation 10(4)(b) of SEBI SAST Regulations is not
required to be disclosed as no exemption is availed under Regulation 3(2) of the SEBI SAST Regulations.

6. At any given time, there shall be only one denomination of the Equity Shares of our Company.

7. All Equity Shares are fully paid-up and there are no partly paid-up Equity Shares as on the date of this
Letter of Offer. Further, the Rights Equity Shares allotted pursuant to the Issue, shall be fully paid up at the
time of Allotment.

8. Shareholding pattern of our Company as per the last quarterly filing with the Stock Exchanges in
compliance with the SEBI Listing Regulations:

i. The shareholding pattern of our Company as on December 31, 2022, can be accessed on the website of
the BSE at https://www.bseindia.com/stock-share-price/som-distilleries--breweries-
ltd/sdbl/507514/shareholding-pattern/ and the NSE at https://www.nseindia.com/companies-
listing/corporate-filings-shareholding-pattern?symbol=SDBL&tabIndex=equity

ii. Statement showing holding of Equity Shares of the Promoters and Promoter Group including details of
lock-in, pledge of and encumbrance thereon, as on December 31, 2022 can be accessed on the website
of the BSE at: https://www.bseindia.com/stock-share-price/som-distilleries--breweries-
ltd/sdbl/507514/shareholding-pattern/ and the NSE at https://www.nseindia.com/companies-
listing/corporate-filings-shareholding-pattern?symbol=SDBL&tabIndex=equity.

9. Details of the Shareholders holding more than 1% of the issued, subscribed and paid-up Equity
Share capital

The details of shareholders of our Company holding more than 1% of the issued, subscribed and paid -up
Equity Share capital of our Company, as on December 31, 2022 are available at the website of BSE
https://www.bseindia.com/stock-share-price/som-distilleries--breweries-ltd/sdbl/507514/shareholding-
pattern/ and the NSE at https://www.nseindia.com/companies-listing/corporate-filings-shareholding-
pattern?symbol=SDBL&tabIndex=equity

10. Employee Stock Option Scheme

As on the date of this Letter of Offer, Our Company has an existing “SOM Employees Stock Option Plan
Scheme 2020” which is in force. However, our Company has not issued or granted any options under the
scheme and accordingly does not have any outstanding options under the scheme.

47
 OBJECTS OF THE ISSUE

We intend to utilize the gross proceeds raised through the Issue (“Gross Proceeds”) after deducting the Issue
related expenses (“Net Proceeds”) for the following objects (collectively, referred to as the “Objects”):

1. To meet long-term working capital requirements of our Company; and

2. General Corporate Purposes.

(collectively, known as “Objects”)

The main object clause of the Memorandum of Association of our Company enables us to undertake the existing
activities and the activities for which the funds are being raised through the Issue. Further, we confirm that the
activities which we have been carrying out till date are in accordance with the object clause of our
Memorandum of Association.

Issue Proceeds

The details of the Issue Proceeds are set forth in the table below:
(₹ in lakhs)
Particulars Amount
Gross Proceeds from this Issue^ 4,894.33
Less: Estimated Issue related expenses 65.33
Net Proceeds from the Issue 4,829.00
^ assuming full subscription and allotment.

Requirement of Funds and utilization of Net Proceeds

The proposed utilization of the Net Proceeds by our Company is set forth in the following table:
(₹ in lakhs)
Particulars Amount
Utilization towards long-term working capital requirement of our Company 4,005.00
General Corporate Purposes* 824.00
Total Net proceeds^ 4,829.00
* The amount utilized for General Corporate Purposes shall not exceed 25% of the Gross Proceeds.
^ Assuming full subscription in the Issue and subject to finalization of the Basis of Allotment and to be adjusted
per the Rights Entitlement ratio.

There are no existing or anticipated transactions in relation to utilization of Net Proceeds with our Promoter,
Directors, key managerial personnel or associate companies (as defined under Companies Act, 2013).

Means of Finance

The funding requirements mentioned above are based on our Company’s internal management estimates and
have not been appraised by any bank, financial institution or any other external agency. In case of a shortfall in
the Net Proceeds, our management may explore a range of options which include utilisation of our internal
accruals, or other modes of financing. Our management expects that such alternate arrangements would be
available to fund any such shortfall. They are based on current circumstances of our business and our Company
may have to revise these estimates from time to time on account of various factors beyond our control, such as
market conditions, competitive environment and interest or exchange rate fluctuations. Consequently, our
Company’s funding requirements and deployment schedules are subject to revision in the future at the discretion
of our management.

The fund requirements set out above are proposed to be entirely funded from the Net Proceeds. Accordingly, we
confirm that there are no requirements to make firm arrangements of finance under Regulation 62(1)(c) of the
SEBI ICDR Regulations through verifiable means towards 75% of the stated means of finance, excluding the
amount to be raised from the Issue.

48
Details of the Objects of this Issue

1. To meet the long-term working capital requirements of our Company

Our business is working capital intensive and we will need additional working capital for the growth of our
business. The aim of our working capital management is to ensure that we are able to continue our operations,
increase our business operations and have sufficient cash flow to satisfy both maturing short-term debt and
upcoming operational expenses. Based on our Company’s past experience and taking into consideration the
business requirements, we expect our working capital for FY 2023 and FY 2024 to be as elucidated below. The
incremental working capital will be used to fund the working capital gap for our existing business operations.
The details of our Company’s working capital on a standalone basis are represented below:
(₹ in lakhs)
Sr. FY 2022 FY 2023 FY 2024
Particulars
No. Audited Estimated Projected
I Current Assets
1 Inventories
a) Raw Material 1,679.86 2,422.51 2,785.89
b) Work in Progress 514.89 1,886.54 2,244.94
c) Finished goods 2,275.80 2,862.25 3,418.85
2 Trade Receivables 6,155.98 6,566.67 11,561.98
3 Cash & Cash Equivalents 706.45 591.82 1,324.78
4 Other Current Assets 3,673.54 3,172.18
Total (A) 15,006.52 17,501.97 24,430.19
II Current Liabilities
1 Trade Payables 2,510.60 4,845.03 5,571.78
2 Short Term provisions 1,037.04 1,987.64 2,645.19
3 Other Current Liabilities 6,061.70 6,664.43 7,365.87
Total (B) 9,609.34 13,497.10 15,582.84
III Total Working Capital Gap (A-B) 5,397.18 4,004.88 8,847.35
Funding pattern
Internal Accruals/ Short Term
2,065.87 1,204.88 1,342.35
Borrowing*
Working Capital Loans from Banks 3,331.31 2,800.00 3,500.00
Net Proceeds from the proposed
- - 4,005.00
Rights Issue*
*The final amount shall be dependent on the Rights Issue pricing and/or subscription and shall be adjusted
accordingly, In case of any shortfall in the Rights Issue proceeds, due to pricing or due to levels of subscription,
such shortfall for funding of the working capital gap shall be fulfilled from Internal Accruals / Short Term
Borrowing.

Basis of Estimation - Holding Period

Sr. Audited for the Estimated for Projected for

Particulars Basis
No. Fiscal 2022 the Fiscal 2023 the Fiscal 2024
1 Trade Receivables Days 88 45 45
2 Inventories
i. Raw Material Days 45 30 30
ii. Work-in-Progress Days 10 20 20
iii. Finished Goods Days 44 30 30
3 Trade Payables Days 31 60 60

49
Justification for holding period levels

Inventories Raw Materials: The average raw material inventory holding level in FY 2022 was 45 days, which
is expected to be at 30 days for FY 2023 and FY 2024, respectively. We believe that considering
the overall economic conditions and the expected sales, one month inventory period shall be
required to ensure uninterrupted production.
Work in progress: The average Work in Progress for FY 2022 have been 10 days. Our Company
expects that work in process would increase to around 20 days in FY 2023 and FY 2024,
respectively, as a result higher production. Greater production planning coupled with visibility in
sales shall help our Company to achieve this and improve further.
Finished Goods: The average Finished Goods holding period for FY 2022 have been 44 days
(approximately one and half month’s stock). However, going forward we feel that we can reduce
the holding of finished goods by achieving higher inventory turnover. Our Company expects that
finished goods holding level would reduce to around 30 days in FY 2023 and FY 2024. Any
unexpected demand shall be met through the same and at the same time not be short of stocks.
The one month’s closing stock shall also result in cost competitiveness and also effective working
capital utilisation.
Debtors The debtors’ realization for FY 2022 was around 88 days. Based on our long standing relations
with many of our customers, a better collection period of 45 days for FY 2023 and FY 2024
seems realistic and achievable, given the current macro environment.
Creditors On the same lines, during FY 2022, our creditors period was around 31 days (approximately one
month). However, for FY 2023 and FY 2024, we expect the creditors payment period to be 60
days (approximately two months).

2. General corporate purposes

In terms of Regulation 62(2) of the SEBI ICDR Regulations, the extent of the Issue Proceeds proposed to be
used for general corporate purposes shall not exceeding 25% of the Gross proceeds of the Issue. Our Board will
have flexibility in applying the balance amount towards general corporate purposes, including repayment of
outstanding loans, meeting our working capital requirements, capital expenditure, funding our growth
opportunities, including strategic initiatives, meeting expenses incurred in the ordinary course of business
including salaries and wages, administration expenses, insurance related expenses, meeting of exigencies which
our Company may face in course of business and any other purpose as may be approved by the Board or a duly
appointed committee from time to time, subject to compliance with the necessary provisions of the Companies
Act.

Our management will have flexibility in utilizing any amounts for general corporate purposes under the overall
guidance and policies of our Board. The quantum of utilization of funds towards any of the purposes will be
determined by the Board, based on the amount actually available under this head and the business requirements
of our Company, from time to time.

Deployment of funds

Our Company proposes to deploy the entire Net Proceeds towards the objects as described herein during Fiscal
2024. However, if the Net Proceeds raised are not completely utilised for the objects stated above by Fiscal
2024 due to various factors beyond our control, such as market conditions, competitive environment, interest or
exchange rate fluctuations and including any terms and conditions of our Company’s borrowings and other
commercial considerations, the same would be utilised in Fiscal 2025. The details in relation to utilization of
Net Proceeds of the Issue are set forth herein below.
(₹ in lakhs)
Amount proposed Proposed schedule for
Particulars to be funded from deployment of the Net Proceeds
Net Proceeds Fiscal 2024
Working Capital 4,005.00 4,005.00
General Corporate Purposes 824.00 824.00
Total 4,829.00 4,829.00

50
Estimated Issue related expenses

The total expenses of this Issue are estimated to be ₹65.33 lakhs. The break-up of the Issue expenses is as
follows:

% of Estimated % of
Amount
Particulars Issue related Estimated
(₹ in lakhs)
expenses Issue size
Fees of the Lead Manager, Registrar to the Issue, legal advisor,
34.71 53.13 0.71
other professional service providers and statutory fee
Fees payable to regulators, including depositories, Stock
22.25 34.06 0.45
Exchanges and SEBI
Statutory Advertising, Marketing, Printing and Distribution 5.13 7.84 0.10
Other expenses (including miscellaneous expenses and stamp
3.25 4.97 0.07
duty)
Total estimated Issue expenses* 65.33 100.00 1.33
*Subjectto finalisation of Basis of Allotment and actual Allotment. All Issue related expenses will be paid out of the Gross
Proceeds from the Issue.

Bridge Financing Facilities

Our Company has not raised any bridge loan from any bank or financial institution as on the date of the Letter of
Offer, which are proposed to be repaid from the Net Proceeds.

Interim use of Net Proceeds

Our Company, in accordance with the policies established by our Board from time to time, will have the
flexibility to deploy the Net Proceeds. Pending utilization for the purposes described above, our Company
intends to temporarily deposit the funds in the scheduled commercial banks included in the second schedule of
Reserve Bank of India Act, 1934 as may be approved by our Board of Directors. Our Company confirms that
pending utilization of the Net Proceeds towards the stated objects of the Issue, our Company shall not
use/deploy the Net Proceeds for any investment in the equity markets.

Monitoring of utilization of funds

Since the Issue is for an amount less than ₹ 10,000 lakhs, in terms of Regulation 82 of the SEBI ICDR
Regulations, our Company is not required to appoint a monitoring agency for the purposes of the Issue. As
required under the SEBI Listing Regulations, the Audit Committee appointed by the Board shall monitor the
utilization of the proceeds of the Issue. We will disclose the details of the utilization of the Net Proceeds of the
Issue, including interim use, under a separate head in our financial statements specifying the purpose for which
such proceeds have been utilized or otherwise disclosed as per the disclosure requirements.

As per the requirements of Regulations 18 of the SEBI Listing Regulations, we will disclose to the Audit
Committee the uses/ applications of funds on a quarterly basis as part of our quarterly declaration of results.
Further, on an annual basis, we shall prepare a statement of funds utilized for purposes other than those stated in
the Letter of Offer and place it before the Audit Committee. The said disclosure shall be made till such time that
the Gross Proceeds raised through the Issue have been fully spent. The statement shall be certified by our
Auditor.

Further, in terms of Regulation 32 of the SEBI Listing Regulations, we will furnish to the Stock Exchanges on a
quarterly basis, a statement indicating material deviations, if any, in the use of proceeds from the objects stated
in the Letter of Offer. Further, this information shall be furnished to the Stock Exchanges along with the interim
or annual financial results submitted under Regulations 33 of the SEBI Listing Regulations and be published in
the newspapers simultaneously with the interim or annual financial results, after placing it before the Audit
Committee in terms of Regulation 18 of the SEBI Listing Regulations.

Appraising entity

None of the objects of this Issue, for which the Net Proceeds will be utilized, have been appraised.

51
Strategic or financial partners

There are no strategic or financial partners to the Objects of the Issue.

Interest of Promoters, Promoter Group and Directors, in the objects of the Issue

Our Promoters, Promoter Group and Directors do not have any interest in the objects of the Issue. No part of the
Net Proceeds will be paid by our Company as consideration to our Promoter, Promoter Group, Directors and
Key Managerial Personnel of our Company.

52
 STATEMENT OF SPECIAL TAX BENEFITS

The Board of Directors

SOM Distilleries and Breweries Limited
1A, Zee Plaza, Arjun Nagar, S.J. Enclave,
Kamal Cinema Road, New Delhi.
Delhi – 110029, India.

Re: Proposed rights issue of equity shares of face value of ₹5 each (the “Equity Shares” and such offering,
the “Issue”) of SOM Distilleries and Breweries Limited (the “Company”) pursuant to Securities and
Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (“SEBI
Regulations”) and the Companies Act, 2013, as amended (the ‘Act’)

We hereby report that the enclosed Statement prepared by SOM Distilleries and Breweries Limited (the
“Company”) states the possible special tax benefits available to the Company and to the shareholders of the
Company under the Income-tax Act, 1961 and Income tax Rules, 1962 including amendments made by Finance
Act, 2022 (hereinafter referred to as “Income Tax Laws”), the Central Goods and Services Tax Act, 2017,
Integrated Goods and Services Tax Act, 2017, respective State Goods and Services Tax Act, 2017, Customs
Act, 1962, Customs Tariff Act, 1975 as amended, the rules and regulations there under, Foreign Trade Policy,
presently in force in India under the respective tax laws of their country as on the signing date, for inclusion in
the Draft Letter of Offer and the Letter of Offer for the proposed rights issue of the Company to the existing
shareholders. These benefits are dependent on the Company or the shareholders of the Company fulfilling the
conditions prescribed under the relevant provisions of the Tax Laws. Hence, the ability of the Company or the
shareholders of the Company to derive the special tax benefits is dependent upon fulfilling such conditions,
which is based on business imperatives the Company may face in the future and accordingly, the Company or
the shareholders of the Company may or may not choose to fulfill.

The benefits discussed in the enclosed Statement cover only special tax benefits available to the Company and
to the shareholders of the Company and are not exhaustive and also do not cover any general tax benefits
available to the Company. Further, any benefits available under any other laws within or outside India have not
been examined and covered by this Statement.

Further, the preparation of the enclosed Statement and its contents was the responsibility of the management of
the Company. We were informed that this Statement is only intended to provide general information to the
investors and is neither designed nor intended to be a substitute for professional tax advice. In view of the
individual nature of the tax consequences and the changing tax laws, each investor is advised to consult his or
her own tax consultant with respect to the specific tax implications arising out of their participation in the
proposed offer.

We have conducted our examination in accordance with the ‘Guidance Note on Reports or Certificates for
Special Purposes (Revised 2016)’ (‘the Guidance Note’) issued by the Institute of Chartered Accountants of
India (‘ICAI’). The Guidance Note requires that we comply with ethical requirements of the Code of Ethics
issued by the ICAI.

We have complied with the relevant applicable requirements of the Standard on Quality Control (SQC) 1,
Quality Control for Firms that Performs Audits and Reviews of Historical Financial information and Other
Assurance and Related Services Engagements

We do not express any opinion or provide any assurance as to whether:

• the Company or the shareholders of the Company will continue to obtain these benefits in future; or
• the conditions prescribed for availing the benefits, where applicable, have been / would be met with.

The contents of the enclosed Statement are based on the information, explanations and representations obtained
from the Company and on the basis of our understanding of the business activities and operations of the
Company. Our views expressed herein are based on the facts and assumptions indicated to us. No assurance is
given that the revenue authorities/courts will concur with the views expressed herein. Our views are based on
the existing provisions of law and its interpretation, which are subject to change from time to time. We do not
assume responsibility to update the views consequent to such changes. We shall not be liable to the Company
for any claims, liabilities or expenses relating to this assignment except to the extent of fees relating to this

53
assignment, as finally judicially determined to have resulted primarily from bad faith or intentional misconduct.
We will not be liable to any other person in respect of this Statement.

This statement is solely for your information and not intended for general circulation or publication and is not to
be reproduced or used for any other purpose without our prior written consent, other than for inclusion of
extracts of this statement in the Draft Letter of Offer and Letter of Offer and submission of this statement to the
Securities and Exchange Board of India, the stock exchanges where the Equity Shares of the Company are
proposed to be listed, in connection with the proposed Issue, as the case may be.

For and on behalf of

M/s A.K.B Jain & Co.
Chartered Accountants
Firm Registration Number: 003904C

Mr. Rahul Dewani

(Partner)
ICAI Membership Number: 435066
UDIN: 23435066BGUVJZ3772
Date: February 23, 2023
Place: Bhopal

Encl: As above

54
 ANNEXURE A

STATEMENT OF SPECIAL TAX BENEFITS AVAILABLE TO SOM DISTILLERIES AND

BREWERIES LIMITED (THE “COMPANY”) AND ITS SHAREHOLDERS

I. UNDER THE INCOME TAX LAWS

1. Special tax benefits available to the Company

There are no special tax benefits available to the Company.

2. Special tax benefits available to the shareholders

There are no special tax benefits available to the shareholders of the Company.

Notes:

a. The above Statement sets out the provisions of law in a summarized manner only and is not a complete
analysis or listing of all potential tax consequences of the purchase, ownership and disposal of shares.

b. The above statement covers only certain relevant direct tax law benefits and does not cover any indirect tax
law benefits or benefit under any other law.

c. The above statement of possible tax benefits is as per the current direct tax laws relevant for the assessment
year 2023-24.

d. This statement is intended only to provide general information to the investors and is neither designed nor
intended to be a substitute for professional tax advice. In view of the individual nature of tax consequences,
each investor is advised to consult his/her own tax advisor with respect to specific tax consequences of
his/her investment in the shares of the Company.

e. In respect of non-residents, the tax rates and consequent taxation will be further subject to any benefits
available under the relevant DTAA, if any, between India and the country in which the non-resident has
fiscal domicile.

f. No assurance is given that the revenue authorities/courts will concur with the views expressed herein. Our
views are based on the existing provisions of law and its interpretation, which are subject to changes from
time to time. We do not assume responsibility to update the views consequent to such changes.

55
 ANNEXURE B

STATEMENT OF INDIRECT TAX BENEFITS AVAILABLE TO SOM DISTILLERIES AND

BREWERIES LIMITED (THE “COMPANY”) AND ITS SHAREHOLDERS

II. The Central Goods and Services Tax Act, 2017 / the Integrated Goods and Services Tax Act, 2017
(“GST Act”), the Customs Act, 1962 (“Customs Act”) and the Customs Tariff Act, 1975 (“Tariff
Act”) (collectively referred to as “Indirect Tax Laws”)

1. Special tax benefits available to the Company under the Indirect Tax Laws

There are no special indirect tax benefits available to the Company.

2. Special tax benefits available to the shareholders under the Indirect Tax Laws

There are no special indirect tax benefits applicable in the hands of shareholders for investing in the shares
of the Company.

Notes:

a. The above statement is based upon the provisions of the specified Indirect Tax Laws, and judicial
interpretation thereof prevailing in the country, as on the date of this Annexure.

b. The above statement covers only above-mentioned tax laws benefits and does not cover any direct tax law
benefits or benefit under any other law.

c. This statement is intended only to provide general information to the investors and is neither designed nor
intended to be a substitute for professional tax advice.

d. No assurance is given that the revenue authorities/courts will concur with the views expressed herein. Our
views are based on the existing provisions of law and its interpretation, which are subject to changes from
time to time. We do not assume responsibility to update the views consequent to such changes.

56
 SECTION IV – ABOUT THE COMPANY

INDUSTRY OVERVIEW

Unless noted otherwise, the information in this section is obtained or extracted from thematic report titled
“Indian Alcohol Beverage Industry” dated January 2023 prepared and issued by ICRA Limited (the “ICRA
Report”). Neither we nor any other person connected with the Issue have independently verified this
information. The data may have been re-classified by us for the purposes of presentation. Industry sources and
publications generally state that the information contained therein has been obtained from sources generally
believed to be reliable, but that their accuracy, completeness and underlying assumptions are not guaranteed
and their reliability cannot be assured. Industry sources and publications are also prepared based on
information as of specific dates and may no longer be current or reflect current trends.

Industry sources and publications may also base their information on estimates, projections, forecasts and
assumptions that may prove to be incorrect. Accordingly, investors must rely on their independent examination
of, and should not place undue reliance on, or base their investment decision solely on this information. The
recipient should not construe any of the contents in this report as advice relating to business, financial, legal,
taxation or investment matters and are advised to consult their own business, financial, legal, taxation, and
other advisors concerning the transaction.

Highlights

Covid-19 had a severe impact on the beer industry and a moderate impact on the IMFL industry; severity of the
impact was mainly driven by the timing of Covid waves, which occurred during summer, the peak season for
beer.

With the waning impact of the pandemic, the alcobev industry witnessed a healthy revival in FY2022 and is
poised to report 18-20% growth in revenues in FY2023. However, OPM is likely to moderate by 100-150 bps in
FY2023 due to the rise in key input costs such as ENA, barley, and glass, partly offset by revival in demand
over the last few quarters.

The alcobev industry was impacted over FY2021 and FY2022 owing to the impact on the on-trade channel
due to the pandemic. While IMFL players witnessed a moderate impact, beer players reeled under loss of
volumes as their peak summer season coincided with the first and the second waves of Covid.

With the waning impact of the pandemic, ICRA’s sample set reported 40% YoY growth in revenues in H1
FY2023 led by the revival in demand and premiumisation coupled with a low base. ICRA’s sample set is
poised to report strong growth of 18-20% in FY2023 backed by healthy volumes and product mix benefits,
despite divestment of some brands by one of the companies in the sample set. Growth of beer players is
expected to be higher than that of IMFL players following a normal peak season during Q1 FY2023. ICRA’s
sample set is likely to report moderate growth of 5-10% in revenues in FY2024 due to the high base of
FY2023.

After being subdued in FY2021 affected by the pandemic, Extra Neutral Alcohol (ENA) prices started
witnessing a sharp rise from Q3 FY2022 owing to incremental demand from the petrochemical sector
following the announcement of the ethanol blending policy. Prices of barley, key input for beer, have also
increased significantly from March 2022 onwards due to the Russia-Ukraine conflict. Ability of industry
players to get price increase from state governments in a timely manner, given the continuous increase in RM
prices remains critical from the profitability perspective.
OPM for ICRA’s sample set contracted by 180 bps to 12.6% in FY2021 due to the pandemic. However, the
same revived to 14.4% in FY2022 led by increased realisation and economies of scale following recovery in
demand. While the OPM is expected to remain healthy, it is likely to moderate by 100-150 bps in FY2023
due to relatively higher input prices over the last few quarters.

While the sample set undertook modest capex at 2-5% of operating income till FY2022, the same is expected
to increase to 8-9% in FY2023 largely on account of greenfield expansions and enhancement in backward
integration capabilities by some players. The same is being partly funded through debt. However, ICRA
expects the industry to continue to demonstrate stable credit metrics supported by healthy demand.

57
 ICRA sample set includes Associated Alcohols & Breweries Limited, GM Breweries Limited, Mohan Meakin
Limited, Radico Khaitan Limited, Som Distilleries & Breweries Limited, Tilaknagar Industries Limited, United
Breweries Limited, and United Spirits Limited.

Outlook for FY2023 and FY2024

REVENUE OPM DEBT METRICS CAPEX

GROWTH

FY2023: 18-20% FY2023: 13-14% FY2023-24 Capacity

FY2024: 14-15% addition
FY2024: 5-10%
Marginal moderation in
Backed by healthy Total Debt/OPBDITA of 0.5- Some companies in
OPM on account of 0.7x and ICRA’s
volumes and improved
contribution from inflation in raw material interest coverage ratio of 23- sample set are incurring
premium and prestige cost, which is expected to 25x capex for backward
brands. be partially offset through integration and capacity
price hikes and product expansion.
mix This translates to capex
outlay of
7-9% of revenues in
FY2023

58
India 3rd largest alcobev market globally

Indian Alcobev
Industry
(~$42-45 billion in
FY2022)

Spirits (74-78%) Wine (1-2%) Beer (21-24%)

Indian-made foreign Country liquor Strong Beer Mild Beer Craft Beer
liquor (IMFL) (60-70%) (30-40%) (75-80%) (14-18%) (1-2%)

Whisky Rum Vodka Gin Brandy

m a n y

▪ The Indian alcobev market is the third largest market globally in terms of value and is one of
the fastest growing markets. The manufacturing ecosystem includes brand owners, contract
manufacturers including distillers, breweries and bottlers.
▪ Under the IMFL segment, whisky is the major contributing segment in terms of both volume
and value.
▪ Based on pricing, the alcobev industry is classified into various segments such as Popular,
Prestige, Premium and Luxury.

Source: ICRA Research; Strong beer has more than 5% alcohol content and mild beer has less than 5% alcohol content
Southern states are key contributors to the domestic consumption of alcohol
Source: ICRA Research

In India, IMFL and beer constitute majority (85-90%)

of the alcobev industry in terms of value.

While IMFL consumption is tilted towards southern

states, beer consumption is higher in the northern
and central states. Conducive weather conditions in
southern states support steady IMFL consumption.
Long and hot summers in the northern and central
states support high consumption of beer in these
regions.

The southern states comprising Kerala, Telangana,

Karnataka, Tamil Nadu, and Andhra Pradesh account
for 40-50% of the total alcohol consumption. Other
high consumption states include West Bengal,
Odisha, Delhi,Haryana, and Punjab.

Despite being the third-largest market globally, per

capita consumption of alcohol in India is one of the
lowest at 5-6 ltrs. p.a., compared to 7-10 ltrs. p.a. in
countries such as China, US, East Asia and the
Pacific.
Source: ICRA Report

59
 Highly regulated industry with state-specific pricing policies
Alcobev
The Central and state manufacturers Alcobev Most states had In the recent past,
governments impose remain exposed to consumption also imposedCovid there have also been
restrictions on production, numerous remains sensitive to cess/excise duty on progressivechanges
transfer, sale and regulations, measures like alcobev to offset like route to market
distribution and marketing including states’ impositionof state- the revenue loss change from
of alcobev. control on pricing. wide bans, increase during the government-
Any delay in price in legal drinking lockdowns. controlled outlets to
Further, high inter-state age, among others. However, majority private outlets and
duties impel national hikes can impact
the profitability of of the states slashing of import
alcobev companies to set reversed additional duties on alcobev in
up owned or contract the market players
during a period of taxeswith revival in certainstates.
manufacturing facilities in demand, post
each state. input price
increases. lifting of lockdown
restrictions.

Dynamic regulatory landscape across states

State Regulatory changes Impact

From July 30, 2022, Delhi rolled back its old The alcobev players are experiencing
excise policy and the government agencies have decline in their revenues, due to this
entirely taken control of the supply of alcobev. In change in policy. Further, no discounts
Delhi the previous excise policy, which was are being allowed in this policy, thereby
implemented from November 2021 till July reducing the supplies in the market.
2022, private operators were allowed to run the
liquor shops, without any government
intervention.
Slashed 10% of excise duty and 10% reduction in This supported volume growth of
Madhya maximum retail price (MRP), increased selling alcobev players, by virtue of decline in
Pradesh points from 900 to 2,900 retail shops, with effect excise duty, MRP and increase in selling
from April 1, 2022. points.
Slashed 50% excise duty on imported scotch This has led to increased competition in
Maharashtra whisky from November 2021 onwards. the domestic market in the premium
category.
Prices of some premium and semi-premium Increased volumes witnessed in
West Bengal whisky brands were slashed by 30% and beer premium brands, thereby supporting
price reduced by 5-6% from November 2021 the revenue growth of alcobev players.
onwards.
Andhra Changed route-to-market by setting up state- Impacted the alcobev companies on
Pradesh managed retail outlets and discontinuing private account of drastic reduction in their sale
retailers from July 2019 volumes.
This led to increase in sales volumes,
Slashed IMFL prices by 15-20% from December
2021onwards thereby supporting the players’ revenue
growth. The move was mainly to curb
consumption of illicit country liquor.

60
 Recent industry trends: Product innovation

Recent industry trends: Increase in consumer reach

Source: ICRA Research

61
Sept-Dec is peak season for IMFL sales led by festive period and winter season

Exhibit: Quarterly revenues for IMFL players in ICRA sample set

Source: ICRA research; Based on ICRA sample of six listed IMFL companies - Associated Alcohols & Breweries
Limited, GM Breweries Limited, Mohan Meakin Limited, Radico Khaitan Limited, Tilaknagar Industries Limited,
United Spirits Limited.

High ENA prices: retail price hikes to support IMFL players’ margins

Exhibit: Trend in ENA price indexed to December 2019 levels

Source: ICRA Research

62
April-June remains peak season for beer sales
Exhibit: Quarterly revenue trend for beer companies

Source: ICRA research, Based on ICRA sample of two listed beer companies, Som Distilleries & Breweries Limited
and United Breweries Limited

Glass bottles and barley form 62-70% of beer manufacturing cost

Exhibit: Typical cost composition of beer

Source: Bloomberg, ICRA Research

63
Rising raw material costs continue to impact margins of beer manufacturers

Exhibit: Trend in barely prices (Rs. /Quintal)

Source: Bloomberg, ICRA Research

Healthy revenue growth expected in FY2023

Exhibit: Trend in operating revenues for ICRA sample set

Source: Company financials, ICRA Research, ICRA sample set of nine companies, Associated Alcohols & Breweries
Limited, GM Breweries Limited, Mohan Meakin Limited, Radico Khaitan Limited, Som Distilleries & Breweries
Limited, Tilaknagar Industries Limited, United Spirits Limited, and United Breweries Limited.

64
Marginal contraction in OPM in FY2023; margins expected to remain healthy

Exhibit: Trend in OPBITDA for ICRA sample set

Capacity addition to continue aided by strong demand

Exhibit: Trend in capex outflow for ICRA sample set (Rs. crore)

Source: Company financials, ICRA Research, ICRA sample set of nine companies, Associated Alcohols & Breweries
Limited, GM Breweries Limited, Mohan Meakin Limited, Radico Khaitan Limited, Som Distilleries & Breweries
Limited, Tilaknagar Industries Limited, United Spirits Limited, and United Breweries Limited

65
Credit metrics to remain healthy

Source: Company financials, ICRA Research, ICRA sample set of nine companies, Associated Alcohols &
Breweries Limited, GM Breweries Limited, Mohan Meakin Limited, Radico Khaitan Limited, Som Distilleries &
Breweries Limited, Tilaknagar Industries Limited, United Spirits Limited, and United Breweries Limited

Key growth drivers

Source: ICRA Research

66
Key challenges

67
 OUR BUSINESS

Some of the information in this section, including information with respect to our plans and strategies, contain
forward-looking statements that involve risks and uncertainties. Before deciding to invest in the Equity Shares,
Shareholders should read this entire Letter of Offer. An investment in the Equity Shares involves a high degree
of risk. For a discussion of certain risks in connection with investment in the Equity Shares, you should read
“Risk Factors” on page 18, for a discussion of the risks and uncertainties related to those statements, as well as
“Financial Statements” and “Management’s Discussion and Analysis of Financial Position and Results of
Operations” on pages 85 and 90, respectively, for a discussion of certain factors that may affect our business,
financial condition or results of operations.

Overview

Our Company was incorporated as ‘Som Distilleries and Breweries Limited’ on March 26, 1993 as a public
limited company under the Companies Act, 1956 with the Registrar of Companies, Delhi & Haryana at Delhi.
The Corporate identification number of our Company is L74899DL1993PLC052787.

In the year 1994, our Company made an initial public offering of 49,96,100 Equity Shares of ₹ 10 each at par
aggregating to ₹ 499.61 lakhs and listed its Equity Shares on BSE. Our Company was listed on NSE with effect
from March 18, 2014.

Our company is primarily engaged in production of beer and blending and bottling of Indian Made Foreign
Liquor (“IMFL”). We offer a broad portfolio of products at different price points to cater to varied preferences
of consumers. Our product portfolio consists of various options across beer, rum, brandy, vodka, and whisky
categories.

Our flagships brands include Hunter, Black Fort, Power Cool and Woodpecker in the Beer segment and
Milestone 100 whisky and White Fox vodka in the IMFL segment. Other IMFL brands of ours include Legend,
Pentagon, Black Fort, Genius, Sunny, Gypsy and Blue Chip. 91% of our revenues coming from beer sales for
nine months period ended December 31, 2022. Hunter and Woodpecker brands are supplied as draught beer to
all major hotels in Madhya Pradesh and Karnataka. We have recently launched ‘Woodpecker’ Wheat Beer,
India’s first filtered wheat beer.

Our manufacturing unit is located at Bhopal (Madhya Pradesh). As on December 31, 2022, we have a total
installed capacity of ~152 lakhs cases of beer per annum and ~6 lakhs cases per annum of IMFL (excluding our
subsidiaries) which is sold to the domestic and international customers. Alongside, we have our 100%
subsidiary companies, Woodpecker Distilleries & Breweries Private Limited located at Hassan, Karnataka and
Som Distilleries & Breweries Odisha Private Limited located at Barpada, Odisha.

Our revenues (net of excise duty), on a consolidated basis, amongst the two major product lines can be broadly
classified as under:
(₹ in lakhs)
Nine months ended
Particulars Fiscal 2022 Fiscal 2021
December 31, 2022
Beer 50,156.11 31,860.48 23,587.23
IMFL 4,776.20 4,415.61 5,169.98
Total 54,932.31 36,276.09 28,757.21

As on date, our business activities are carried out through the following subsidiaries:

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1. Woodpecker Distilleries & Breweries Private Limited (“WDBPL”)

Our wholly owned subsidiary Woodpecker Distilleries & Breweries Private Limited is located at Hasan,
Karnataka and is engaged in manufacturing of beer and bottling/blending of IMFL. It started its
commercial production in 2018 with a capacity of 34 lakhs cases per annum. As on December 31, 2022 it
has a total installed capacity of 45 lakhs cases of Beer and 27.85 lakhs cases of IMFL per annum.

2. Som Distilleries & Breweries Odisha Private Limited (“SDBOPL”)

Our subsidiary Som Distilleries & Breweries Odisha Private Limited is located at Barpada, Odisha and is
engaged in manufacturing of beer. It started its commercial production in March 2019 with capacity of 42
lakhs cases per annum. As on December 31, 2022 it has a total installed capacity of 42 lakhs cases per
annum.

In 2022, we have received ISO 9001:2015 certification for manufacturing and supply of Beer, IMFL (Indian
made foreign Liquor) and R.T.D (Ready to Drink) beverages for our Bhopal plant from LMS certification, UK,
which is valid till February 2025. We also have FSSAI certifications for all our manufacturing units, which are
valid and subsisting.

Our consolidated volume of beer and IMFL cases sold are depicted as under:
(No. in lakhs)
Sales Volume For nine months period
Fiscal 2022 Fiscal 2021
(No of cases sold) ended December 31, 2022
Beer 108.33 69.96 50.21
IMFL 7.54 5.71 7.44
Total 115.87 75.67 57.65

Impact of Covid -19 on our business operations

In view of the nationwide lockdown announced by the Government of India to control the spread of COVID-19,
the Company’s business operations were severely disrupted from March 24, 2020. From May 2020, we resumed
our business activities in a phased manner in line with directives issued by the central and state governments.
Our business operations were severely impacted in particular by the loss of peak season in FY 20-21,
interruption of production, disruptions in the supply chain, loss on materials etc. Similarly, the second wave of
Covid was also during the peak summer months of March 2021 to May 2021 which impacted us adversely. We
continue to actively review costs and focus on working capital and effective inventory management. The impact
of COVID-19 pandemic on the overall economic environment continues to be uncertain. We will continue to
closely monitor the situation and any material changes to future economic conditions. For the COVID-19 risk
that we envisage impacting our business, please see ‘Risk factor 15’ at page 23 of this Letter of Offer.

69
Our Competitive Strengths

Understanding consumer preferences, product development and roll out capabilities

We believe that our ability to understand consumer preferences and our focus on initiatives to develop product
attributes that are most valued by consumers is one of our key strengths. We believe that we have an extensive
understanding of the alcoholic beverages industry in India, and especially by leveraging on our wide distribution
network, we try to understand changing consumer trends and preferences in terms of products types, pricing and
packaging, particularly in our focus market of semi urban and rural areas. We complement our understanding of
the market in India, with our product development and roll-out capabilities and with our attention on continuous
improvement in product innovation and quality assurance. We believe that this has enabled us to develop and
launch a competitive portfolio of beverages catering to a wide gamut of consumer preferences. We have also
launched the ‘Woodpecker Beer’ in draught and packaged variants tailored to the preferences of consumers. We
believe that the development and launch of our brands in certain key markets demonstrates our ability to roll out
and execute sales and marketing initiatives to introduce new products which meet consumer expectations.

Pan India and presence in key international markets

Our Company has a long-standing market presence and operating history of nearly three decades. Our Company
operates its business through a pan-India network and has a presence across India covering major cities. Our
market presence at important locations is critical for increasing of market share, increase in business, widening
our customer base, enhancing our service standards and enhancing the reputation of our Company. Over the
years, we have expanded our presence internationally. Our key international geographies are UAE, USA,
Norway and Seychelles for beer and for IMFL we export mainly to UAE and West African nations. Our
consolidated revenues (net of excise duty) from domestic and international markets are detailed hereunder:
(₹ in lakhs)
Consolidated Revenue Nine months ended
Fiscal 2022 Fiscal 2021
(net of excise duty) December 31, 2022
Domestic 54,144.05 35,390.17 27,859.43
Exports 788.26 885.92 897.77
Total 54,932.31 36,276.09 28,757.21

Experienced management team

We have a qualified and professional management team with significant experience in all operational aspects of
our business. We believe that the industry experience of our management team and their ability to deliver
consistent sales growth are our significant strengths. Our management comprises of professionals who have the
requisite qualifications and relevant industry experience. Mr. Jagdish Kumar Arora, our Promoter and Managing
Director has an experience of more than 40 years in this line of business. Mr. Jagdish Kumar Arora provides
strategic leadership to our Company and is also closely involved in our operations. We believe that our
management team’s in-depth understanding of target markets and consumer demand and preferences has
enabled us to continue to grow our business and expand our sales internationally. We believe that our
experience, knowledge and human resources will enable us to drive the business in a successful and profitable
manner. For further details of our management team and our Key Managerial Personnel please refer the chapter
titled “Our Management and Organisational Structure” beginning on page 81 of this Letter of Offer.

Our Business Strategies

We intend to pursue the following principal strategies to leverage our competitive strengths and grow our
business:

Strengthening our business through product innovation and new product launches

Our customers’ demand for top quality products is growing. In response to this, we place a strong emphasis on
developing high quality products through product innovation and new product launches. We intend to continue
to leverage on our in-depth market research to enable us to introduce a wider range of products under our
existing brands based on consumer preferences and demand and to distinguish ourselves from our competitors.
Our products taste and packaging are crafted to appeal to the younger generation. By providing innovative
products, we believe that we will be able to become a preferred brand to our customers, thus giving us the
opportunity to consolidate our position with our target market and increase our market-share. We further believe

70
that it will provide us with early-mover advantages and higher profit margins and will present us with
opportunities to capture shifts in customer preferences.

Strengthening up our business through working more on the trade channels and increasing the width of
distribution

We see a big opportunity to grow further and faster, provided we can aid the awareness and trial generation
effort through campaigns, complemented by our effort in the channels for availability of required quantity and
quality.

Our marketing and engagement plan addresses the key important drivers that would help us reach our
consumers in a more effective manner. The investment here would be in improving in channel awareness,
visibility, cold stock availability through our own coolers in trade, cold rooms in walk-in-channel, trade
engagement and consumer engagement programs.

Focus on operational efficiencies to improve returns

Offering quality products at attractive prices is a key aspect of maintaining and expanding our relationships with
our customers. To that end, we have adopted a number of initiatives designed to improve our cost efficiency and
as a one of our primary business strategies we intend to continue improving cost efficiency. We are addressing
the increase in operational output through continuous process improvements, quality check and technology
development. We intend to use a variety of other manufacturing strategies, sourcing strategies and cost
reduction strategies to continue to improve our operational efficiencies. For example, we plan to: (i) install
machines with higher productivity; (ii) implement low-cost automation; (iii) rationalize our manpower
requirements; (iv) use our research and design capabilities to reduce process and component and packaging
costs; (v) continually review our vendor base so that we secure the best costs amongst vendors that meet our
quality requirements; and (vi) outsource non-critical operations so that we can focus our efforts on delivering
the best quality products within our core areas. Our employees are regularly motivated to increase efficiency
with error free exercise. We believe that this can be done through continuous process improvements, learnings,
training and skill development.

Widening our customer base by entering into new geographies

We aim to pursue growth strategies to expand our market share across key geographies. On the domestic front
as well, top 5 states contributed 95%, 86% and 84% of our domestic revenues for nine months period ended
December 31, 2022, Fiscal 2022 and Fiscal 2021, respectively, which we intend to spread to more states to
improve our reach, revenues and profitability. We intend to cater to the increasing demand of our existing
customers by widening our market reach to areas in which we do not operate currently. Our emphasis is on
expanding the scale of our operations as well as growing our network, which we believe will provide
opportunities to grow our client base increase our market share, revenues and profitability. The domestic market
offers various opportunities in term of sub-geographic penetration and market diversification which we intend to
seize and increase our market share by exploring untapped markets. We shall also continue to explore
opportunities in different regions to enhance our geographical reach.

Selectively Pursue Strategic Acquisitions in the medium term

We plan to selectively pursue acquisitions. In July 2018, we acquired a brewery plant in Odisha which generated
8.90%, 12.39% and 14.32% of total consolidated net revenues for the nine months ended December 31, 2022,
Fiscal 2022 and Fiscal 2021, respectively. We intend to continue our strategic expansion plans through
inorganic growth opportunities that allow us to expand our existing operations. Through strategic acquisitions,
we intend to increase our scale of operations, access new clients and enter high growth geographies in a cost –
effective manner.

We shall continue to evaluate potential opportunities that would allow us to expand our reach and strengthen our
position.

Product Portfolio

Our product portfolio includes Brews, Blends and Ready to Drinks products.

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• Brews

The following table sets forth certain information relating to the products we produce and distribute:

Product Description Packaging sizes

Hunter competes with all the national level main line Available in 650 ml bottle, pint
brands in the strong beer segment having alcohol content bottles and cans;
of 6% to 8% v/v. Draught beer kegs

Hunter Strong
Premium Beer
Woodpecker is brewed using the finest South American Available in 650 ml bottle, pint
wheat malts and German alfa hops to get the right texture, bottles and cans;
finesse and aroma. Draught beer kegs

Woodpecker
Wheat Beer
Black fort super strong beer is one of the signature brand of Available in 650 ml bottle, pint
the company. This beer competes with the regional beer bottles and cans
brands in the country.

Black Fort
Super Strong
Beer
Power Cool is a strong beer and is one of the signature Available in 650 ml bottle, pint
brand for the company. It is aimed at the consumers who bottles and cans
would like to shift from IMFL to beer.

Power Cool
Legend Premium Beer is brewed from the finest barley Available in Cans of 500 ml.
malt, imported hops and water.

Legend
Premium Beer

72
• Blends

Product Description Packaging sizes

Our product Pentagon gold edition whisky is a Bottles of 90ml, 180 ml, 375 ml
combination of highland scotch malt and the Sharbati and 750 ml.
Wheat variant. It’s a 100% grain triple-distilled whisky.

Pentagon Gold
Edition Whisky
Pentagon Rum is created by using a fine blend of cane Bottles of 90ml, 180 ml, 375 ml
juice and molasses. and 750 ml.

Pentagon XO
Premium Rum
White Fox Vodka is produced from the finest grain. It is Bottles of 90ml, 180 ml, 375 ml
triple-distilled, charcoal filtered and made from the finest and 750 ml.
grain with a touch of rose and vanilla notes

White Fox
Vodka
Legend Rare Brandy is produced by distilling grape juice. Bottles of 90ml, 180 ml, 375 ml
It contains 35–60% alcohol that is aged in wooden casks. and 750 ml.

Legend Rare
Brandy
Black Fort Rum is a classic blend of distilled sugarcane Bottles of 90ml, 180 ml, 375 ml
juice spirit. Dark rum with 42.8% alcohol content and and 750 ml.
57.2% ecstasy.

Black Fort Rum

Milestone 100 Whisky is a blended scotch whisky. Bottles of 90ml, 180 ml, 375 ml,
750 ml and 1,000 ml.

Milestone 100
Whisky

73
 Product Description Packaging sizes
Legend Premium Whisky is a finest blended scotch Bottles of 90ml, 180 ml, 375 ml
whisky. and 750 ml.

Legend
Premium
Whisky

• Ready to Drink

Product Description Packaging sizes

Ready to mix drink with vodka base and cranberry flavour. Cans of 330 ml.
Low on sugar and high on taste.

White Fox
Refresh –
Cosmo
Cranberry
Ready to mix drink with vodka base and passion fruit Cans of 330 ml.
flavour. Low on sugar and high on taste.

White Fox
Refresh -
Passion Fruit
Ready to drink with vodka base and orange flavour. Low on Cans of 330 ml.
sugar and high on taste.

White Fox
Refresh –
Naughty
Orange
Ready to mix drink with vodka base and lemon flavour. Low Cans of 330 ml.
on sugar and high on taste.

White Fox
Refresh -
Tangy Lemon

74
Technology and Process

The technology for manufacturing Beer and Indian Made Foreign Liquor is well established. Our company and
its promoter have the requisite knowledge and technology to produce the same, having been in this business
since 1993.

Manufacturing Process

Beer making is a batch process which involves the extraction and scarification of starches and their conversion
into an alcoholic brew by fermentation process. The basic ingredients involved in beer manufacturing are Malt,
Adjuncts such as maize flakes or rice flakes, sugar, hops either in form of pellets or extracts, yeast and potable
water. The basic functions involved are as follows:

• Malt Screening and Cleaning

• Malt Milling
• Mashing & Loitering
• Boiling of Wort with Hops
• Wort Cooling
• Fermentation
• Laagering and Balancing of Beer
• Filtration, Carbonation and Bottling

Step 1: Malt Screening and Cleaning

Malt grains are fed through the hopper of an elevator to a screening system consisting of sieves of two different
perforations where the dust and small grains of malt are separated and conveyed through ducting to an aspirator.
From the screener, the correct sized malt grains are passed on to a magnetic separator, while the dust and fine
particles are led by a fan to the cyclone separator. Dust and chaff (loose grain skins) are sucked on to the shell
side by centrifugal force and skimmed by a brush continuously. Grains so cleaned are passed over to a
permanent magnet to remove ferrous particles, if any, preventing any damage to the rollers in the mill. The malt
then passes to a de-stoner which operates on the principle of fluidization and difference in density. The cleaned
malt is then fed to the malt mill through an elevator.

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Step 2: Malt Milling

To achieve the best results, the milling of the malt grains should be such that the husks are least broken.
Preserving husk integrity thus makes the bed of spent grains in the lauter tun, light and porous. Lauter Tun is a
vessel for separating the wort from the solids of the mash. It results in rapid filtration of even highly viscous
worts through the filtering spent grains bed, and thus increasing productivity. It also results in effective leaching
(dissolving of soluble parts) of the grains bed during sparging. On the other hand, the grains (kernels) are
reduced to a fine grit so that the conversion of starches into glucose is as complete during the mashing process.
To fulfill these requirements a proven, simple and indigenous mill is incorporated. The gap between the crusher
roller and the pressure on them are set as to achieve the best results. The malt after the milling is called grist.

Step 3: Mashing & Loitering

Grist from the mill is passed on to the mash kettle through a pre-masher. During mashing, the malt grist and
water are mixed together. It is the first and most important step in beer production. Mashing decisively
determines the composition of the mash, filtered wort and finally the quality of finished beer. During mashing,
the contents of the malt grist goes into solution or are brought into solution by the activity of enzymes, while the
insoluble substances are separated as spent grains in the lauter tun. The part, which is brought into solution, is
called the extract. The extract concentration in cold wort which is fermented is called the original gravity.
“Mashing-in-liquor” refers to the volume of water mixed with the malt quantity for a brew. Sparging refers to
the water used in the lauter tun for leaching the remaining extracts from the spent grains. In Mashing the
extraction of soluble and digestible insoluble substances from malt is extracted. The mashing process consists of
three distinct stages, which are achieved at different temperatures. The first stage consists of separation of
proteins from the malt. The second stage consists of conversion of starch into fermenting sugars and the third
stage consists of the complete conversion of the remaining starch into maltose. The mash is heated up in stages
as to a predetermined regime of time and duration. Mashing in occurs at specified temperatures and ultimately
the temperature is raised to 760°C. At specific temperatures there are rest periods of 5 to 75 minutes. This
enables the enzymes in the mash to break down the mash substances at their specific optimal temperatures. The
mash, which contains all the water extractable matter, is transferred to the lauter tun along with the spent grains.
Here it runs through the spent grains bed and false bottom of the lauter tun. During the mash transfer to the
lauter tun, turbid worts are recirculated, so that by the end of the mash intake, clear wort collection starts. The
bottom entry valves (mash infeed) guarantee a uniform intake.

Step 4: Boiling of Wort with Hops

The prime objectives of wort boiling are:

1. Extraction and transformation of hop components, which in turn influence, the other objectives favorably.
Hops contain two types of aromatic materials. The essential oils which are volatile and the bitter resins.
Essential oils give the aroma to beer. The bitter resins impart bitter taste and flavour.

2. Formation and precipitation of protein – polyphenol complexes.

3. Boiling of the wort with hop stabilises its composition.

4. During boiling, the wort is sterilised and all the enzymes activity is terminated.

5. Increase wort acidity and colour.

Boiling of wort is carried out by using low-pressure dry saturated steam in a tube type internal reboiler installed
inside the kettle. The reboiler works on the principle of natural circulation loops also known as thermosyphon.
The boiling time is for 90 minutes at atmospheric pressure and an evaporation of 8% per hour is ensured. After
boiling, the wort is pumped into turbulence tun called a whirlpool in a direction tangential to the circular sheet
of the tun. The function of the whirlpool is to separate the hot worts from the hot trub, which is extracted as
clear wort. This gives a whirlpool motion to the liquid, and suspended matter is collected in the centre after the
motion ceases from where it is removed.

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Step 5: Wort Cooling

The hot wort is cooled before it is pitched with yeast for fermentation. This cooling results in the formation and
precipitation of the cold break which is basically the remaining part of the proteins coagulated during boiling
and removed in the whirlpool. This appears as a fine colloidal suspension of the beer. Wort aeration is carried
out immediately after cooling by injecting sterile air into it. This assists in good coagulation of proteinaceous
matter and also the dissolved oxygen in the wort enhances the development of the yeast during fermentation.

Step 6: Fermentation

Fermentation of sugars is an exothermic process. It is carried out under controlled conditions of temperature and
pressure. During fermentation the temperature of beer is maintained at 150 °C by using a flowing cooling
medium.

Step 7: Lagering and Balancing of Beer

The stage in the manufacture of a lager beer when it is stored at a low temperature for maturing and
clarification. Lagering or conditioning of the beer is necessary to achieve the following effects:

1. Setting of yeast and turbid matter.

2. Saturation of beer with carbon dioxide.
3. Improvement in flavour as a result of maturation.
4. Precipitation of chill haze

After fermentation beer is cooled down from 150 °C to (-) 10 °C by using cooling medium. Chilled green beer is
kept under pressure with CO2. During conditioning, blending of beer is also carried out by mixing beer from
different batches and of different gravity. At the end of the maturation process, the beer becomes clear.

Step 8: Filtration, Carbonation and Bottling

The clear beer is taken from conditioning tanks and passed through a modern filtration plant. The filtration
plant consists of candle filter, i.e., coarse common filter aid (also known as kieselguhr filtration), which is
followed by trap filter. The trap filter increases the clarity of beer. The beer after filtration and carbonation is
pumped into bright beer tanks from where it is pumped through insulated pipes to the automatic bottle filling
machine. Beer bottles are pasteurized and labelled by automatic machine and are finally packed for
distribution.

Raw Materials, Utilities and Infrastructure Facilities

Raw materials

The primary raw materials essential to manufacture our product are barley malt, rice flakes, sugar, hops and
other chemicals, which are available from various vendors/suppliers. Raw materials are procured and stored
based on production planning, inventory and dispatch schedules for optimum working capital utilisation. We
purchase our raw materials from multiple suppliers on a purchase order basis. We do not have long term
contracts for the supply of our raw materials and we procure required raw materials through purchase orders.
We have long established relationships with a number of such suppliers, and such long established relationship
ensure stable supply without dependency on a single source. On receipt of the raw materials from the suppliers,
our quality control team tests the materials and only after such testing of the materials, the quality control
department confirms whether the material is to be approved or rejected.

Water

Our manufacturing facilities are located at places where ground water is abundantly available and we utilise the
same with requisite permissions/connections from local municipalities to meet water requirements for our
manufacturing process. Generally, we use ground water and municipal water tap connections provided by the
authorities.

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Power

Our power requirements are met through state electricity boards. Our manufacturing processes require
uninterrupted supply of power in order to ensure that we are able to manufacture our products in time. To meet
power failure exigencies, we have also installed diesel generators at our manufacturing facilities to ensure
uninterrupted supply.

Plant and Machinery

Our manufacturing facilities have been built keeping in mind efficiency, safety and environmental factors. Our
units have all the key ingredients for a successful manufacturing unit. We have made all endeavours in
procuring the best equipment within the financial resources available that can effectively cater to customer
needs. The major equipment and machinery installed at our manufacturing facility includes:

Sr.
Plant / Machinery Use / Process Make / Manufacturer Location
No
1. Bottling Line For Bottling of Beer Bottles Krones, Germany Bhopal
2. Process Plant For Manufacturing of Beer Alfa Laval / Praj Bhopal
3. Process Plant For Manufacturing of CO2 recovery Pent Air Bhopal

Subsisting collaborations, any performance guarantee or assistance in marketing by the collaborators,

infrastructure facilities for raw materials and utilities like water, electricity, etc.

Our Company does not have any collaborations or any marketing assistance from any collaborators.

Sales

The efficiency of the marketing and network is critical to success of our Company. We maintain a strong sales
force which reach out to the retailers and the distributors across all the major states where we are present. Our
distribution network has a strong presence in certain semi urban and rural markets in India.

We mainly operate in government markets where the wholesaler is the government, and the retail trade/outlets is
controlled by the private parties. Examples of such states are Madhya Pradesh, Odisha, Karnataka and Kerala.
Thus, our debtors are mainly the government corporations.

We have a warehouse in Uttar Pradesh to stock our products. From this location, our products are typically sent
directly to retail outlets after the payment of the requisite excise duty.

Marketing

Recognizing that the alcobev industry in India is brand centric, marketing our brands is one of our key focus
areas. The primary aim of our marketing campaigns is to build brand awareness and achieve recall for our
brands, especially in semi urban and rural markets. For nine months ended December 31, 2022, Fiscal 2022 and
Fiscal 2021, our marketing expenditure was ₹ 3,486.64 lakhs, ₹ 3,521.77 lakhs and ₹ 4,575.24 lakhs,
respectively. We work closely with the retail outlets and believe in working with the trade in the promotion and
trials of our products.

Collaborations

As on the date of this Letter of Offer, we have not entered into any technical or other collaboration
arrangements.

Human Resources

We believe our employees are one of our most important assets and critical to maintaining our competitive
position in our key geographical markets and in our industry. As on December 31, 2022 we had 170 full time
employees.

78
The following table sets forth a bifurcation of the number of our employees as of December 31, 2022:

Sr. No. Description No. of Employees

1 Promoter Management 1
2 Top Management 2
3 Corporate support staff (Accounts, Secretarial, office staff) 15
4 Business staff 52
5 Others 100
Total 170

Competition

Alcobev Industry in India is highly competitive. In particular, the beer segment consists of well entrenched
brands which have built their brand equity over several decades. Many of our competitors, specifically the
multi-national brands, have significant competitive advantages, including longer operating histories, larger and
broader customer bases, more established relationships, greater brand recognition and greater financial strength,
research and development, marketing, distribution and other resources than we do. The number of our direct
competitors and the intensity of competition may increase as we expand our product portfolio and presence.
They may also have the ability to spend more aggressively on marketing and distribution initiatives and may
have more flexibility to respond to changing business and economic conditions than we do. Our competitors
may also be able to respond more quickly and effectively than we can to new or changing opportunities,
standards or consumer preferences, which could result in a decline in our revenues and market share.

Corporate Social Responsibility

We as a responsible corporate citizen are committed to take up different developmental projects, as part of our
Corporate Social Responsibility (“CSR”) initiatives towards improving the quality of lives of the
underprivileged sections of the society and other stakeholders. Our CSR strategies are aligned to national
priorities to meet the basic needs of the local community. Our CSR policy defines the framework for
implementing CSR activities in compliance with Section 135 of the Companies Act, 2013 and rules framed
thereunder. The CSR committee has been constituted as per the applicable act. We demonstrate our commitment
towards our communities by committing our resources and energies to social development and we have aligned
our CSR programs with legal requirements under the applicable Indian laws. For nine months ended December
31, 2022, Fiscal 2022 and Fiscal 2021, we have spent an amount of ₹ Nil, ₹ 23.50 lakhs and ₹ 69.50 lakhs,
respectively, towards our CSR initiatives.

Capacity and Capacity Utilization

Set forth below are the details of the installed and utilized capacity of beers at our manufacturing units for nine
months ended December 31, 2022, Fiscal 2022 and Fiscal 2021.
(No in lakhs)
Nine Months ended
Particulars Fiscal 2022 Fiscal 2021
December 31, 2022
A. Bhopal Plant
Installed capacity (cases per annum) 152 152 152*
Production (cases per annum) 56.09 37.64 30.58
Capacity utilization (cases per
36.90%# 24.76% 20.12%
annum)
B. Hassan Plant
Installed capacity (cases per annum) 45 34 34
Production (cases per annum) 41.19 22.43 11.45
Capacity utilization (cases per
91.53%# 65.97% 33.67%
annum)
C. Barpada Plant
Installed capacity (cases per annum) 42 42 42
Production (cases per annum) 11.06 9.88 8.19
Capacity utilization 26.33%# 23.52% 19.50%
* This facility was capitalized and operational in the last quarter of the financial year 2020-21
# Not annualised

79
Intellectual Property

We have registered certain business names and logos as trademarks under various classes with the Registrar of
Trademarks in India under the Trade Marks Act, 1999. We have 52 trademarks as on the date of this Letter of
Offer. Presently 8 trademarks are objected, and rectification has been filed for 2 trademarks. The registered
trademarks are valid for a period of 10 years from the date of application or renewal.

Property

We carry out business operations from the following properties:

a) Freehold property:

Sr. No. Particulars of the Property Usage

1. Factory land admeasuring 28.10 acres (Our Company) Factory at Bhopal
2. Factory land admeasuring 26.20 acres (Subsidiary) Factory at Hassan
3. Factory land admeasuring 7.301 acres (Subsidiary) Factory at Barpada

b) Leasehold property:

Particulars of the
Sr. Details of the Consideration/ Tenure/
property, description Usage
No. Deed/Agreement License Fee/Rent Term
and area
1. Leave and License 6000 sq. ft. in the ₹ 72,000 per month From June 1, Warehouse
Agreement dated June 1, premises situated at (6,000 sq. ft. @ ₹ 12 2022 to May
2022 entered into by and 43/L/111AB, Lakhanpur, per sq. ft.) 31, 2025
between Mrs. Nehta Garg Opp. Lifeline Hospital,
(“Licensor”) and Company NH2 - NH11 Bye Pass Increase by 5% of
(“Licensee”) Road, Shashtripuram, previous licensee fees
Agra – 282 070, Uttar at the expiry of every
Pradesh, India. one year

80
 OUR MANAGEMENT AND ORGANISATIONAL STRUCTURE

Our Board of Directors

Our Articles of Association require us to have not less than three (3) and not more than fifteen (15) Directors.
As on date of this Letter of Offer, our Company has 7 (seven) Directors on our Board, comprising of 2 (two)
Executive Directors and 5 (five) Independent Directors including 1 (one) Woman Director. The composition of
our Board is governed by the provisions of the Companies Act and the SEBI Listing Regulations and the norms
of the code of corporate governance as applicable to listed companies in India.

The following table sets forth the details regarding our Board as on the date of this Letter of Offer:

Sr. Name, DIN, Date of Birth, Designation,

Age
No. Address, Occupation, Term, Period of Other Directorships
(Years)
Directorship and Nationality
1. Jagdish Kumar Arora 66 i. Aryavrat Fincon Private Limited
ii. Aryavrat Projects and Developers
Address: SOM House (Vatsalya Bhavan), Private Limited
Kerwa Dam Road, Mendori, Bhopal - 462 iii. Legend Capital Private Limited
044, Madhya Pradesh, India. iv. Sompel JV Private Limited
v. Som Power Limited
Designation: Chairman and Managing
Director

DIN: 00224633

Date of Birth: June 23, 1956

Occupation: Business

Current Term: For a period of 3 (three)

years from February 4, 2022 to February 3,
2025.

Period of Directorship: Since

Incorporation till March 21, 2009 and from
February 04, 2017 to till date

Nationality: Indian
2. Nakul Kam Sethi 49 i. Aryavrat Realtors Private Limited
ii. Som Agro Products Limited
Address: C-3 Nizamuddin East, Hazrat,
New Delhi – 110 013, India

Designation: Whole-time Director

DIN: 06512548

Date of Birth: September 3, 1973

Occupation: Business

Current Term: For a period of 5 (five)

years from June 1, 2018 to May 31, 2023.

Period of Directorship: Since June 1,

2018

Nationality: Indian

81
Sr. Name, DIN, Date of Birth, Designation,
Age
No. Address, Occupation, Term, Period of Other Directorships
(Years)
Directorship and Nationality
3. Satpal Kumar Arora 65 i. Alchemist Asset Reconstruction
Company Limited
Address: C-1/401, Ram Prastha Colony, ii. CMR Green Technologies Limited
Chander Nagar, Ghaziabad, Uttar Pradesh iii. Dhampur Sugar Mills Limited
- 201 011, India. iv. Globin Infra AMC Services Private
Limited
Designation: Independent Director v. IFCI Sycamore Capital Advisors Private
Limited
DIN: 00061420 vi. Shree Pushkar Chemicals & Fertilisers
Limited
Date of Birth: April 1, 1958

Occupation: Business

Current Term: For a period of 5 (five)

years from October 13, 2018 till October
12, 2023.

Period of Directorship: Since October 13,

2018

Nationality: Indian
4. Deena Nath Singh 50 i. Som Distilleries & Breweries Odisha
Private Limited
Address: 312/2 C, Saket Nagar, ii. Woodpecker Distilleries & Breweries
Habibgani, Huzur Bhopal - 462 024, Private Limited
Madhya Pradesh, India.

Designation: Independent Director

DIN: 00281542

Date of Birth: July 30, 1972

Occupation: Business

Current Term: For a period of 5 (five)

years from April 1, 2019 till March 31,
2024

Period of Directorship: Since March 30,

2006

Nationality: Indian
5. Uma Kant Samal 75 Nil

Designation: Independent Director

Address: NUA- Palimi, Khasra - 209-211

NH-12, Hoshangabad Road, Misrod,
Huzur, Bhopal - 462026, Madhya Pradesh,
India.

DIN: 08669929

Date of Birth: December 31, 1947

82
Sr. Name, DIN, Date of Birth, Designation,
Age
No. Address, Occupation, Term, Period of Other Directorships
(Years)
Directorship and Nationality
Occupation: Business

Current Term: For a period of 5 (five)

year from April 20, 2020 to April 19, 2025

Period of Directorship: Since April 20,

2020

Nationality: Indian
6. Nishi Arora 53 i. C-Neutral Energy Private Limited

Address: Flat No. S-3, Plot No. 199, 2-B,

Saket Nagar Bhopal - 462 024, Madhya
Pradesh, India

Designation: Independent Director

DIN: 07021730

Date of Birth: June 16, 1968

Occupation: Business

Current Term: For a period of 5 (five)

years from November 14, 2020 till
November 13, 2024.

Period of Directorship: Since November

14, 2014

Nationality: Indian
7. Rajesh Kumar 62 i. IFCI Financial Services Limited
ii. Jio Payments Bank Limited
Address: E1304, JLPL Falcon View, iii. KCT Financial & Management Services
Section 66A, Airport Road, Mohali – 160 Private Limited
062, Punjab, India

Designation: Independent Director

DIN: 08732528

Date of Birth: June 15, 1960

Occupation: Professional

Current Term: For a period of 5 (five)

years from December 9, 2022 till
December 8, 2027

Period of Directorship: Since December

9, 2022

Nationality: Indian

83
Details of directorship in companies suspended or delisted

None of our Directors is or was a director of any listed company during the last five years preceding the date of
filing of this Letter of Offer, whose shares have been or were suspended from being traded on any of the stock
exchanges during the term of their directorship in such company.

None of our directors is or was a director of any listed company which has been or was delisted from any stock
exchange during the term of their directorship in such company, in the last ten years immediately preceding the
date of filing of this Letter of Offer.

Our Key Managerial Personnel and Senior Management Personnel

Sr. Associated with our

Name of Key Management Personnel Designation
No. Company since
1. Jagdish Kumar Arora March 26, 1993 Managing Director*
2. Nakul Kam Sethi November 23, 2011 Whole time Director**
3. Rajesh Kumar Dubey June 7, 1994 Chief Financial Officer#
Company Secretary &
4. Om Prakash Singh February 7, 2020
Compliance Officer
*
Designated as Managing Director with effect from February 4, 2017.
**
Designated as Whole time Director with effect from June 1, 2018.
#
Designated as Chief Financial Officer with effect from November 14, 2014.

All our Key Managerial Personnel are permanent employees of our Company.

Current Organization Structure

84
 SECTION V – FINANCIAL INFORMATION

FINANCIAL STATEMENTS

Sr.
Particulars Page No.
No.
Limited Review Unaudited Consolidated Financial Results for the nine months period
1. F1 – F3
ended December 31, 2022
Limited Review Unaudited Consolidated Financial Results for the six months period ended
2. F4 – F8
September 30, 2022
3. Audited Consolidated Financial Statements as at and for the year March 31, 2022 F9 – F36

85
F1
F2
F3
 AB HOUSE
A K B JAIN & CO. E-2/316, Arera Colony, Bhopal
- 462016
CHARTERED ACCOUNTANTS @ : 0755-2420163, 2420319

Independent Auditor’s Review Report on the Quarterly unaudited Consolid

ated
Financial Results of the Company Pursuant to the Regulation 33 of
the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended
.

Review Report to
The Board of Directors
Som Distilleries & Breweries Limited,

- We have reviewed the accompanying statement of unaudited consolidated

financial
results of SOM DISTILLERIES & BREWERIES LIMITED (the "Holding
Company") and
its subsidiaries (the holding company and its subsidiaries together referred
to as “the
group”) for the quarter ended 30 September, 2022 (the "Statem
ent”) attached
herewith, being submitted by the Company pursuant to the requirements of regulation
33 of the SEBI (the Listing Obligations and Disclosure Requirements) Regulations, 2015,
as amended (the "Listing Regulations").

. The Holding company's management is responsible for the preparation

of the statement
in accordance with therecognition and measurement principles laid
down in Indian
Accounting Standard 34, ("Ind AS 34")"Interim Financial Reporting" prescri
bed under
Section 133 of the Companies Act, 2013 as amended, read with relevant
rules issued
thereunder and other accounting principles generally accepted
in India and in
compliance with regulation 33 of the listing regulations. The statement has been
approved by theholding company's board of directors. Our responsibility
is to express a
conclusion on the statement based on our review.

. We conducted our review of the statement in accordance with Standard on Review

Engagement (“SRE") 2410 "Review of Interim financial information performed by the
Independent Auditor of the Entity" issued by the Institute of Chartered Accountant of
India ("ICAI'). This Standard requires that we plan and perform the review to obtain
moderate assurance as to whether the statement is free of material misstatement. A
review of interim financial information consists of making inquiries,
primarily of person
responsible for financial and accounting matters, and applying
analytical and other
review procedures. A review is substantially less in scope than
an audit conducted in
accordance with Standards on Auditing as issued by the ICAI and
consequently does not
enable us to obtain assurance that would become aware of all significant matters that
might be identified in an audit. Accordingly, we do not express an
audit opinion.
We also performed procedures in accordance with the Circular No.
CIR/CFD/CMD1/44/2019 dated March 29, 2019 issued by the Securities Exchange
Board of India under Regulation 33(8) of the Listing Regulations, to the extent
applicable.

F4
4. The statement includes the results of the holding company and its following wholly
owned subsidiaries:

(i) WOODPECKER DISTILLERIES & BREWERIES PRIVATE LIMITED

(ii) SOM DISTILLERIES AND BREWERIES ODISHA PRIVATE LIMITED

5. Based on our review conducted as stated in Paragraph 3 above, nothing has come to our
attention that cause us to believe that the accompanying Statement, prepared in
accordance with the recognition and measurement principles laid down in the aforesaid
Indian Accounting Standard ("Ind AS") specified under Section 133 of Companies Act,
2013, as amended , read with relevant rules issued there under and other accounting
principles generally accepted in India, has not disclosed the information required tobe
disclosed in terms of listing regulations, including the manner in which it is to be
disclosed, or that it contains any material misstatement.

For AKB Jain & Co

Chartered Accountants
FRN: re ee
8 (AS:
RAHUL DEWANI
(Partner)
M.No:435066

UDIN: 22435066BAMDJG4523

Place: Bhopal
Date: 20.10.2022

F5
 SOM DISTILLERIES & BREWERIES LIMITED
Corporate office- 23, Zone - !], M.P. Nagar, Bhopal - 462011 India.
Ph. 0755- 4271271, 4271369
Statement of Standalone/Consolidated Assets & Liabilities as at 30th September, 2022
(Rs. in Lacs)
Particulars Standalone Consolidated
As at As at As at As at
30.09.2022 31.03.2022 30.09.2022 31.03.2022
Unaudited Audited Unaudited Audited
ASSETS
(1) Non-current assets
(a) Property, plant and equipment 19,381.86 19,770.39 39,743.94 40,522.79
(b) Capital work-in-progress 130.34 - 142.98 -
(c) Other Intangible assets 50.16 61.87 50.16 61.87
(d) Intangible assets under development - - -
(e) Investments 7,601.00 7,601.00 -
(f) Financial assets
(i) Loans 7,191.92 7,191.92 -
(ii) Other Financial Assets 1,380.22 1,383.69 1,578.22 1,541.14
(g) Other non current Assets 1,659.71 791.45 3,402.97 969.54
(2) Current assets
(a) Inventories 4,885.73 4,470.55 8,448.53 8,451.84
(b) Financial assets
(i) Trade receivables 4,938.59 6,155.98 10,318.58 11,579.40
(ii) Cash and cash equivalents 1,076.51 706.45 1,318.33 948.83
(iii) Loans 2,226.50 - 726.81 143.90
(c) Current tax assets(net) 149.77 146.18 273.90 230.11
(d) Other current assets 4,678.87 3,527.37 6,360.03 5,489.81
TOTAL ASSETS 55,351.15 51,806.85 72,364.44 69,939.23
EQUITY AND LIABILITIES
Equity
(a) Equity share capital 3,499.34 3,499.34 3,499.34 3,499.34
(b) Other equity 30,045.11 27,585.98 29,528.63 25,457.93
Liabilities
(1) Non-current liabilities
(a) Financial liabilities
(i) Borrowings 6,186.11 7,179.39 9,567.46 11,119.15
(ii) Other 287.86 297.36 634.41 473.91
(b) Deferred tax liabilities (Net) 382.21 304.14 162.48 106.89
(2) Current liabilities
(a) Financial liabilities
(i) Borrowings 4,574.12 4,368.35 8,029.33 8,612.69
(ii) Trade payables 3,311.01 2,510.60 6,598.75 6,933.04
(iii) Other financial liabilities 4,313.44 5,431.18 11,292.88 12,620.88
(b) Other current liabilities 2,716.18 594.03 2,932.29 1,013.60
(c) Provisions 35.77 36.48 118.87 101.80
[TOTAL EQUITY AND LIABILITIES §5,351.15 51,806.85 72,364.44 69,939.23

NOTES :-
1 Unaudited financial results for the quarter/half year ended 30th September 2022 reviewed by the audit committee were taken on record at the]
board meeting held on 20th October, 2022.
2
The company is engaged in the business of manufacturing of alcoholic beverages. There are no reportable segments other than alcohalic
beverages, which singly or in the aggregate qualify for separate disclosure as per provision of the relevant Ind AS 108 Noes Segments”.
3 Previous period figures have been regrouped and or reclassified, w4 ferdvet tue;
4 Shareholders are requested to intimate change of address, if a —
Dated: 20.10.2022 r Naku! K Sethi
Place: Bhopal Co foe Executive Director

Regd. Office:- 1-A, Zee Plaza, Arjun Nagar, Safdarjung Enclave, Ka

Ph: +91-11-26169909, 26169712 Fax:- +91-11-2619589

F6
 SOM DISTILLERIES AND BREWERIE S LIMITED
Corporate office- 23, Zone - Il, M.P. Nagar, Bhopal - 462011 India.
Ph. 0755- 4271271, 4271369
STATEMENT OF UNAUDITED CONSOLIDATED RESULTS FOR THE QUARTER/HALF YEAR ENDED
30"
SEPTEMBER, 2022
(Rs. In Lacs)
Quarter ended Year to date ended Year Ended
3 Months ended | Preceding 3} Coresp. 3 Months} current period previous Previous year
Months ended in the ended period ended ended
ended previous year

30.09.2022 30.06.2022 30.09.2021 30.09.2022 30.09.2021 31.03.2022

Unaudited Unaudited Unaudited Unaudited Unaudited Audited
| [Revenue from operations (inc! State Excise Duties) 26,776.81 43,768.05 13,371.11 70,544.86 23,269.00 65,380.61
If JOther income 134.43 178.72 87.00 313.15 141.47 269,73
Hl {Total Income (!+Il) 26,911.24 43,846.77 13,458.11 70,858.01 23,410.47 65,650.34
JExpenses
a |Cost of Materials Consumed 9,312.41 12,973.27 3,752.02 22,285.68 6,395.77 21,331.83
b [Purchases of stock-in-trade - - - - - 257.62
. Deseo perniianes! Cords Seek ieTi ane (602.60)} 1,473.66 498.35 871.06 436.27 (851.81)
d@ | Excise Duty 12,125.15 18,337.91 §,625,74 30,463.06 10,513.42 29,104.52
e JEmployee Benetits Expenses 671.52 584.94 521.45 1,256.43 1,037.74 2,169.85
f |Finance Costs 404.48 352.41 377.45 756.89 T7747 1,535.45
g {Depreciation and Amortisations 429.43 424.14 422,92 853.57 642.27 1,677.77
h {Other Expenses 3,543.89 8,987.95 2,509.83 10,531.84 4,917.77 11,679.38
IV |Total Expenses 25,884.28 41,134.26 13,707.76 67,018.53 24,920.73 66,904.61
V |Profit(Loss) before exceptional items and tax (Ill-IV) 1,026.96 2,812.52 (249.65) 3,839.48 (1,510.26) (1,254.27)
VI [Exceptional Items = = - - 7 cs
Vi | Profit/(Loss) before tax (V-VI) 1,026.96 2,812.52 (249.65) 3,839.48 | (1,510.26) (1,254.27)
Vill} Tax Expense 202.07 246.71 0.03 448.78 0.03 (270.27)
IX |Profit/(Loss) for the Period (ViI!-Vill) 824.89 2,565.84 (249.68) 3,390.70 | (1,510.28) (984.00)
X Other Comprehensive Income fs zs - - - 14.02
X1 | Total Comprehensive income for the Period {(IX-X) 824.89 2,565.81 (248.68) 3,390.70 | (1,510.28) (972.98)
Xil |Earnings Per Equity Share (Face Value of Rs. 5/- each)
4 [Basic (in Rs.) 1.18 3.67 (0.38) 4.84 (2.32) (1.45)
2 | Diluted (in Rs.) 1.7 3.67 (0.38) 4.82 (2.32) (1.45)

NOTES :-
41 Unaudited financial results for the quarter/half year ended 30th September 2022 reviewed by the audit committee were taken on record at the board meeting held on
20th October, 2022.
2 The company is engaged in the business of manufacturing of alcoholic beverages. There are no reportable segments other than aicohalic beverages, which singly
or in the aggregate qualify for separate disclosure as per provision of the relevant Ind AS 108 “Operating Segments".

Previous period figures have been regrouped and or reclassified, wherever necessary.
aw

Shareholders are requested to intim: nge of address, if any.

ic
~@ SAIN
ic
Dated: 20,10,2022 |a BHOPAL * Nakul K Sethi
Place: Bhopal i Executive Director

ee
Regd. Office:- 1-A, Zee Plaza, Arjun ig Enclave, Kamal Cinema Road, New Delhi (india)
Ph: +91-11-26169909, 26° 12 Fax:- +91-11-26195897

F7
 SOM DISTILLERIES AND BREWERIES LIMITED
Unaudited Consolidated Cash Flow Statement for the Half Year ended 30th September, 2022
(Rs. in Lacs)
Particulars Half yearended | Year ended
30.09.2022 31.03.2022

Cash flow from operating activities

Profit before Tax 3839.48 (1254.27)
Adjustments for
Depreciation on continuing operations 853.57 AG?7 77
Interest Expense 756.89 1535.45
Profit on sale of Fixed Assets 0.00 (0.73)
Loss on sale of Fixed Assets 0.00 50.82

Operating profit before working capital changes 5449.94 2009.04

Movements in working capital:
Decrease/(increase) in inventories 3.31 (1607.64)
Decrease/(increase) in trade receivables 1260.82 1570.32
Decrease/(increase) in short term loans (582.91) 3137.11
Decrease/(increase) in other current tax assets(net) (43.79) 320.60
Decrease/(increase) in other current assets (870.21) (699.12)
Increase/(decrease) in trade payables (334.29) (1997.42)
Increase/(decrease) in other current financial liabilities (1328.00) (1767.66)
Increase/(decrease) in other current liabilities 1335.33 955,92
Increase/(decrease) in short term provisions 17.07 (585.35)
Cash generated from/(used in) operations 4907.27 1335.80
Direct Taxes Paid (net of refunds) (393.19) (307.85)
Net Cash flow from/ (used in) operating activities (A) 4514.09 1027.95
Cash flow from Investing activities
Purchase of fixed assets (63.02) (680.49)
Change Capital work in progress (142.98)
Proceeds from sale of fixed assets 0.00 14.46
Increase/(decrease) in non current assets (2433.43) (5.94)
Decrease/(increase) in long term loans 0.00 0.00
Decrease/(increase) in tong term financial assets (37.08) 69.52
Net Cash flow from/ (used in) Investing activities (B) (2676.51) (602.45)
Cash flow from Financing activities
Borrowings (1551.69) (1191.91)
Increase/(decrease) in other long term liabilities 160.50 42775
Proceeds from right share issue 1749.67
Proceeds from issue of share warrants 680.00
Interest paid (756.89) (1535.45)
Dividend paid - (10.88)
Dividend distribution tax - (62.64)
Net Cash flow from/ (used in) Financing activities (C) (1468.08) (923.46)
Net increase/(decrease) in cash and cash equivalents (A+B+C) 369.50 (497.96)
Cash and cash equivalents at the beginning of the year 948.83 1446.79
Cash and cash equivalents at the end of the year 1318.33 948.83
Components of cash and cash equivalents
Cash in hand 47.88 40.48
With Banks - in current account 87.37 237.02
With Banks - in deposit account 1183.08 671.33
Total Cash and cash equivalents 1318.33 948.83

Qe :

Dated: 20.10.2022 NakukK Sethi

Place: Bhopal Executive Director

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 STATEMENT OF ACCOUNTING RATIOS

The following tables present certain accounting and other ratios derived from the Audited Consolidated Financial
Statements and unaudited consolidated financial results of the period ended September 30, 2022.

Based on Audited
Based on Unaudited Consolidated Financial Statements Results Consolidated Financial
Statements
For the nine For the nine As at and for As at and for
Particulars As at and for As at and for
months months period the six months the six months
the year ended the year
period ended ended period ended period ended
March 31, ended March
December December 31, September 30, September 30,
2022 31, 2021
31, 2022 2021 2022 2021
Basic earnings
3.78 (2.50) 4.84 (2.32) (1.45) (5.79)
per share (₹)
Diluted
earnings per 3.73 (2.60) 4.82 (2.32) (1.45) (5.79)
share (₹)
EBITDA
6,834.22 528.76 5,136.79 (31.98) 1,689.22 (957.53)
(₹ in lakhs)

Based on Unaudited Consolidated Financial Based on Audited Consolidated

Statements Results Financial Statements
Particulars As at and for the six As at and for the six As at and for As at and for the
months period ended months period ended the year ended year ended
September 30, 2022 September 30, 2021 March 31, 2022 March 31, 2021
Return on Net Worth (%) 10.28% NA* NA* NA*
Net Asset Value per Equity Share
47.14 40.98 41.32 43.30
(₹)
* As the profit after tax is negative, Return on Net Worth cannot be calculated.

The formula used in the computation of the above ratios is as follows:

Net Profit/(Loss) after Tax as per Consolidated Statement of Profit and Loss attributable to
Basic earnings per
Equity Shareholders after exceptional items, as applicable / Weighted Average number of
share
Equity Shares.
Diluted earnings Net Profit/(Loss) after Tax as per Consolidated Statement of Profit and Loss attributable to
per share Equity Shareholders :
Profit/(Loss) for the Period/Year as per Consolidated Statement of Profit and Loss
Return on net
attributable to Equity Shareholders (prior to other comprehensive income)/ Net worth at the
worth (in %)
end of the year on consolidated basis.
Net asset value Net Worth on consolidated basis divided by the number of Equity Shares outstanding for the
per Equity Share period/year.
Profit/(Loss) for the year before finance costs, tax, depreciation, amortisation, exceptional
EBITDA items and other income as presented in the consolidated statement of profit and loss in the
Financial Statements.

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Calculation of Return of Net Worth
(₹ in lakhs)

Based on Unaudited Consolidated Based on Audited Consolidated

Financial Results Financial Statements

Particulars For the six

As at and for As at and for
For the six months months period
the year ended the year ended
period ended ended
March 31, March 31,
September 30, 2022 September 30,
2022 2021
2021
Total comprehensive income 3,390.70 (1,510.28) (972.98) (3,811.05)
Less:
Other comprehensive income - - 11.02 (3.77)
(A) Profit and Loss attributable to Equity
Shareholders (prior to other comprehensive 3,390.70 (1,510.28) (984.00) (3,807.28)
income)
Net Worth:
Total paid-up share capital 3,499.34 3,249.39 3,499.34 3,249.39
Reserves out of profit 13,085.62 9,157.63 9,694.92 10,667.91
Securities premium account 15,723.70 14,223.99 15.723.70 14,223.99
Share application money 680.00 - - -
LESS:
Accumulated losses - - - -
Deferred expenditure - - - -
Miscellaneous expenditures which are written
- - - -
off
Net Worth: 32,988.66 26,631.01 28,917.96 28,141.29
Return on Net Worth (in %) 10.28% NA* NA* NA*
* As the profit after tax is negative, Return on Net Worth cannot be calculated

The formula used in the computation of the above ratios is as follows:

Net worth shall have the same meaning as defined under section 2(57) of the Companies Act, 2013.
Net Worth Net worth = (Total paid-up share capital + reserves out of profit + securities premium account) –
(accumulated losses + deferred expenditure + miscellaneous expenditures which are written off)

Calculation of Net asset value per Equity Share

(₹ in lakhs)
Based on Audited
Based on Unaudited
Consolidated Financial
Consolidated Financial Results
Statements
For the six For the six As at and As at and
Net Worth
months months for the year for the year
period ended period ended ended ended
September September March 31, March 31,
30, 2022 30, 2021 2022 2021
Total paid-up share capital 3,499.34 3,249.39 3,499.34 3,249.39
Reserves out of profit 13,085.62 9,157.63 9,694.92 10,667.91
Securities premium account 15,723.70 14,223.99 15,723.70 14,223.99
Share application money 680.00 - - -
Less:

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 Based on Audited
Based on Unaudited
Consolidated Financial
Consolidated Financial Results
Statements
For the six For the six As at and As at and
Net Worth
months months for the year for the year
period ended period ended ended ended
September September March 31, March 31,
30, 2022 30, 2021 2022 2021
Accumulated losses - - - -
Deferred expenditure - - - -
Miscellaneous expenditures which are written off - - - -
NET WORTH (A) 32,988.66 26,631.01 28,917.96 28,141.29
Number of Equity Shares outstanding for the period/year (B) 699.87 649.88 699.87 649.88
NAV per Equity share (A / B) 47.14 40.98 41.32 43.30

Calculation of EBITDA:
(₹ in lakhs)
Based on Unaudited
Based on Unaudited Consolidated Financial Results
Consolidated Financial
Statements
For the For the
For the six For the six
nine nine As at and
Particulars months months As at and for
months months for the year
period period the year ended
period period ended
ended ended March 31,
ended ended March 31,
September September 2022
December December 2021
30, 2022 30, 2021
31, 2022 31, 2021
Profit/(Loss) after Tax 4,443.10 (1,623.15) 3,390.70 (1,510.28) (984.00) (3,807.28)
Add:
Finance Cost 1,103.67 1,147.30 756.89 777.47 1,535.45 1,865.90
Tax 569.92 0.03 448.78 0.03 (270.27) (95.48)
Depreciation & Amortisation 1,281.64 1,264.94 853.57 842.27 1,677.77 1,336.86
Exceptional items - - - - - -
Less:
Other incomes (564.11) (260.36) (313.15) (141.47) (269.73) (257.53)
EBITDA 6,834.22 528.76 5,136.79 (31.98) 1,689.22 (957.53)

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 MATERIAL DEVELOPMENTS

Except as stated in this Letter of Offer and as disclosed below, to our knowledge, non-circumstances have arisen
since December 31, 2022, which materially and adversely affect or are likely to affect our operations, performance,
prospects or profitability, or the value of our assets or our ability to pay material liabilities:

i. On January 02, 2023, the Board with requisite majority has passed the resolution by circulation and has
concluded that in view of unforeseen / unavoidable circumstances, the EGM scheduled to be held on Saturday,
January 7, 2023, was cancelled.

ii. At the Board Meeting of the Company held on, January 24, 2023, the Board considered and approved the
proposal of raising fund through Right Issue, as the Company is in need of funds for its working capital
requirements. Board approval 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 due course.

iii. At the Board Meeting of the Company held on February 27, 2023, the Board considered and approved the
filling of the Draft Letter of Offer dated February 27, 2022, with SEBI and the Stock Exchanges.

iv. At the Extra-Ordinary General meeting of the Company held on March 7, 2023, the members considered and
approved the appointment of Mr. Rajesh Kumar as an Independent Director.

v. A fresh credit facility of ₹26.00 Crores (₹25.00 Crores - Term Loan and ₹1.00 Crore - Cash Credit) has been
sanctioned by Punjab National Bank, Corporate Banking Branch, Bhubneshwar, Odisha, to our subsidiary
company – Som Distilleries and Breweries Odisha Private Limited.

[THE REMAINDER OF THIS PAGE HAS INTENTIONALLY BEEN LEFT BLANK]

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 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL POSITION AND RESULTS OF
OPERATIONS

You should read the following discussion of our financial condition and results of operations together with our
Limited Review Unaudited Consolidated Financial Results for the nine months ended on December 31, 2022 and
Audited Consolidated Financial Statements as of and for the year ended March 31, 2022, included in this Letter of
Offer. Our Audited Consolidated Financial Statements for Financial Year ended March 31, 2022 and Limited
Review Unaudited Consolidated Financial Results as of and for the nine months period ended December 31, 2022,
were prepared in accordance with Ind AS. Unless otherwise stated, the financial information used in this chapter is
derived from the Audited Consolidated Financial Statements and Limited Review Unaudited Consolidated Financial
Results of our Company.

This discussion contains forward-looking statements and reflects our current views with respect to future events and
financial performance. Actual results may differ materially from those anticipated in these forward-looking
statements as a result of certain factors such as those set forth in the sections titled “Risk Factors” and “Forward-
Looking Statements” on pages 18 and 14 respectively, of this Letter of Offer.

Our Financial Year ends on March 31 of each year, so all references to a particular “Financial Year” and “Fiscal”
are to the twelve (12) month period ended March 31 of that year. References to the “Company”, “we”, “us” and
“our” in this chapter refer to Som Distilleries and Breweries Limited on a consolidated basis, as applicable in the
relevant period, unless otherwise stated. For further information, see “Financial Statements” beginning on page 85
of this Letter of Offer.

OVERVIEW OF OUR BUSINESS

Our company is primarily engaged in production of beer and blending and bottling of Indian Made Foreign Liquor.
We offer a broad portfolio of products at different price points to cater to varied preferences of consumers. Our
product portfolio consists of various options across beer, rum, brandy, vodka, and whisky categories. Our flagships
brands include Hunter, Black Fort, Power Cool and Woodpecker in the Beer segment and Milestone 100 whisky and
White Fox vodka in the IMFL segment.

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Results of our Operations

The following table sets forth certain information with respect to our results of operations for the periods indicated:
(₹ in lakhs)
Nine Months ended Nine Months ended
Financial Year 2022 Financial Year 2021
December 31, 2022 December 31, 2021
Particulars
% of Total % of Total % of Total % of Total
Amount Amount Amount Amount
Income Income Income Income
Revenue from Operations (net of
54,932.31 98.98% 21,695.81 98.81% 36,276.09 99.26% 28,757.21 99.11%
excise duty)
Other Income 564.11 1.02% 260.36 1.19% 269.73 0.74% 257.53 0.89%
Total Income 55,496.42 100.00% 21,956.17 100.00% 36,545.82 100.00% 29,014.74 100.00%
Cost of Material Consumed 34,500.98 62.17% 11,399.39 51.92% 21,331.83 58.37% 16,418.19 56.59%
Purchase of stock-in-trade - - 257.62 1.17% 257.62 0.70% - -
Changes in Inventories of finished
goods, work in progress and stock in (2,510.57) (4.52) % 189.64 0.86% (851.81) (2.33) % 128.89 0.44%
trade
Employee Remuneration & Benefits 1,909.00 3.44% 1,602.32 7.30% 2,169.85 5.94% 1,678.80 5.79%
Financial Cost 1,103.67 1.99% 1,147.30 5.23% 1,535.45 4.20% 1,865.90 6.43%
Depreciation and Amortization
1,281.64 2.31% 1,264.94 5.76% 1,677.77 4.59% 1,336.86 4.61%
Expenses
Other Expenses 14,198.68 25.58% 7,718.08 35.15% 11,679.38 31.96% 11,488.87 39.60%
Total Expenses 50,483.40 90.97% 23,579.29 107.39% 37,800.09 103.43% 32,917.51 113.45%
Profit /(Loss) before tax 5,013.02 9.03% (1,623.12) (7.39)% (1,254.27) (3.43)% (3,902.77) (13.45) %
Tax expense:
- Current Tax - - - - - - - -
- (Excess)/short provision relating to
- - - - 307.86 0.84% 256.55 0.88%
earlier years
- Deferred Tax Provision/(Reversal) 569.92 1.03% 0.03 - (578.12) (1.58)% (352.03) (1.21)%
Net Tax expenses 569.92 1.03% 0.03 - (270.26) (0.74)% (95.48) (0.33)%
Profit/(Loss) for the period after
4,443.10 8.01% (1,623.15) (7.39)% (984.01) (2.69)% (3,807.29) (13.12)%
tax

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Total Income

Our total income comprises of revenue from operations (net of excise duty) and other income:

Revenue from operations (net of excise duty)

Our principal component of income is from Sale of Alcoholic Beverages. Our revenue from operations (net of
excise duty) accounted for 98.98%, 98.81%, 99.26% and 99.11% of our total income for the nine months period
ended December 31, 2022, corresponding nine months period ended December 31, 2021, Financial Year 2022
and Financial Year 2021 respectively.

Other Income

Our other income comprises of Interest Income, Profit on Sale of Fixed Assets and other revenues. Our other
income accounted for 1.02%, 1.19%, 0.74% and 0.89% of our total income for the nine months period ended
December 31, 2022, corresponding nine months period ended December 31, 2021, Financial Year 2022 and
Financial Year 2021 respectively.

Expenses

Cost of Material Consumed

Cost of Materials Consumed accounted for 62.17%, 51.92%, 58.37% and 56.59% of our total income for the
nine months period ended December 31, 2022, corresponding nine months period ended December 31, 2021,
Financial Year 2022 and Financial Year 2021 respectively.

Purchase of stock in trade

Purchase of stock in trade accounted for 1.17% and 0.70% of our total income for the nine months period ended
December 31, 2021 and Financial Year 2021 respectively.

Changes in inventories of finished goods, stock-in-trade, and work in progress

Changes in inventories of Finished Goods, Stock-in-trade, and Work-in-progress accounted for 4.52%, 0.86%,
2.33% and 0.44% of our total income for the nine months period ended December 31, 2022, corresponding nine
months period ended December 31, 2021, and Financial Year 2022 and Financial Year 2021 respectively.

Employee benefit expenses

Employee benefits expense includes (i) salaries, allowances and bonuses (ii) employer’s contribution to
provident and gratuity fund, and (iii) staff welfare expenses. Employee benefits expense accounted for 3.44%,
7.30%, 5.94% and 5.79% of our total income for the nine months period ended December 31, 2022,
corresponding nine months period ended December 31, 2021, Financial Year 2022 and Financial Year 2021
respectively.

Finance cost

Finance cost include interest to Banks & FIIs and interest to others. Finance costs accounted for 1.99%, 5.23%,
4.20% and 6.43% of our total income for the nine months period ended December 31, 2022, corresponding nine
months period ended December 31, 2021, Financial Year 2022 and Financial Year 2021 respectively.

Depreciation and amortization expenses

Depreciation represents depreciation on our property, plant and equipment. Amortization represents
amortization of right of use assets and intangible assets. Depreciation is calculated on written down value
method over the estimated useful life of all assets, these lives are in accordance with Schedule II to the
Companies Act, 2013. The estimated useful lives, residual value and depreciation method are reviewed at the
end of each reporting period, with the effect of any change in estimate accounted for on prospective basis.

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Depreciation and amortization expense accounted for 2.31%, 5.76%, 4.59%, and 4.61% of our total income for
the nine months period ended December 31, 2022, corresponding nine months period ended December 31, 2021,
Financial Year 2022 and Financial Year 2021 respectively.

Other expenses

Other expenses include power & fuel, labour, rent, repair to buildings, machinery and others, insurance, postage,
telegram and telephones, rate and taxes, legal and professional fees, auditor’s remuneration, advertisement &
publicity, sales promotion, corporate social responsibility expenditure, miscellaneous expenditure, travelling and
conveyance and general expenses. Other expenses accounted for 25.58%, 35.15%, 31.96% and 39.60% of our
total income for the nine months period ended December 31, 2022, corresponding nine months period ended
December 31, 2021, Financial Year 2022 and Financial Year 2021 respectively.

Nine months period ended December 31, 2022 compared with nine months period ended December 31,
2021

Total income

Our total income, which comprised of revenue from operations (net of excise duty) and other income, for nine
months period ended December 31, 2022 was ₹ 55,496.42 lakhs as compared to ₹ 21,956.17 lakhs for
corresponding nine months period ended December 31, 2021. This was primarily due to increase in revenue
from operation on account of increased sale of our products due to normalisation of business environment post
COVID.

- Revenue from Operations (net of excise duty)

Our revenue from operations (net of excise duty) increased by ₹ 33,236.50 lakhs or by 153.19 % from ₹
21,695.81 lakhs in the nine months period ended December 31, 2021 to ₹ 54,932.31 lakhs in the nine months
period ended December 31, 2022. This was primarily driven by increased sales of our products on account of
post-COVID improvement in overall demand.

- Other Income

Our other income increased by ₹ 303.75 lakhs or by 116.67% from ₹ 260.36 lakhs in the nine months period
ended December 31, 2021 to ₹ 564.11 lakhs in the nine months period ended December 31, 2022. This increase
was primarily due to increase in interest income and other miscellaneous income.

Expenses

Total expenses increased by ₹ 26,904.11 or by 114.10% from ₹ 23,579.29 lakhs in the nine months period ended
December 31, 2021 to ₹ 50,483.40 lakhs in the nine months period ended December 31, 2022. This increase was
primarily driven by ₹23,101.59 lakhs or by 202.66% increase in cost of material consumed, ₹ 306.68 lakhs or by
19.14% increase in employee benefits expenses and ₹ 6,480.60 lakhs or 83.97% increase in other expenses over
the corresponding nine months period ended December 31, 2021.

Cost of materials consumed

Cost of materials consumed increased by ₹ 23,101.59 lakhs or 202.66 % from ₹ 11,399.39 lakhs in the nine
months period ended December 31, 2021 to ₹ 34,500.98 lakhs in the nine months period ended December 31,
2022. Cost of Material Consumed constituted 62.17% of the total income for the nine months period ended
December 31, 2022 vis-à-vis 51.92% of the total income for the nine months period ended December 31, 2021.
This was primarily due to increase in costs of various raw materials used for production of our products.

Purchase of stock in trade

Purchase of stock in trade is ₹ Nil for the nine months period ended December 31,2022 as compared to ₹ 257.62
lakhs in the nine months period ended December 31, 2021. The purchase of stock in trade for the nine months
ended December 31, 2021 was on account of certain raw materials purchased on behalf of wholly owned
subsidiaries which was subsequently transferred to them.

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Changes in inventories of finished goods, Stock in trade and work-in-progress

Changes in inventories of finished goods, stock in trade and work-in-progress reduced further by ₹ 2,700.21
lakhs from ₹ 189.64 lakhs in the nine months period ended December 31, 2021 to ₹ (2,510.57) lakhs in the nine
months period ended December 31, 2022. This reduction was primarily due to increased sales of our products on
account of post-COVID demand recovery.

Employee benefits expense

Employee benefits expense increased by ₹ 306.68 lakhs or by 19.14% from ₹ 1,602.32 lakhs in the nine months
period ended December 31, 2021 to ₹ 1,909.00 lakhs in the nine months period ended December 31, 2022.
Employee benefit expense constituted 3.44% of the total income for the nine months period ended December
31, 2022 vis-à-vis 7.30% of the total income for the nine months period ended December 31, 2021. This was
primarily on account of resumption of operations post-COVID lockdown and increased sales of our products.

Finance costs

Finance costs decreased by ₹ 43.63 lakhs or by 3.80% from ₹ 1,147.30 lakhs in the nine months period ended
December 31, 2021 to ₹ 1,103.67 lakhs in the nine months period ended December 31, 2022. Finance costs
constituted 1.99% of the total income for the nine months period ended December 31, 2022 vis-à-vis 5.23% of
the total income for the nine months period ended December 31, 2021. This decrease was on account of
repayment of term loans and no fresh borrowings by the Company.

Depreciation and amortisation expense

Our depreciation and amortization expense increased by ₹ 16.70 lakhs or 1.32%, from ₹ 1,264.94 lakhs in the
nine months period ended December 31, 2021 to ₹ 1,281.64 lakhs in the nine months period ended December
31, 2022. Depreciation and amortisation expense constituted 2.31% of the total income for the nine months
period ended December 31, 2022 vis-à-vis 5.76% of the total income for the nine months period ended
December 31, 2021. This increase is primarily on account of addition of certain machineries during nine months
ended December 31, 2022.

Other expenses

Accordingly, other expenses increased by ₹ 6,480.60 lakhs or by 83.97% from ₹ 7,718.08 lakhs in the nine
months period ended December 31, 2021 to ₹ 14,198.68 lakhs in the nine months period ended December 31,
2022. Other expenses constituted 25.58% of the total income for the nine months period ended December 31,
2022 vis-à-vis 35.15% of the total income for the nine months period ended December 31, 2021. This was
primarily due to resumption of business operations, increase in sales and post-COVID improvement in overall
demand.

Profit/(loss) before tax

In the light of above discussions, the Profit before tax stood at ₹ 5,013.02 lakhs in the nine months period ended
December 31, 2022 as compared to a loss ₹ (1,623.12) lakhs in the nine months period ended December 31,
2021.

Tax expenses

Our total tax expense increased by ₹ 569.89 lakhs from ₹ 0.03 lakhs in the nine months period ended December
31, 2021, to ₹ 569.92 lakhs in the nine months period ended December 31, 2022. The increase was on account
of increase in profits during nine month period ended December 31, 2022 as compared to loss in corresponding
nine months period ended December 31, 2021.

Profit/(Loss) for the period after tax

As a result of aforesaid, there was a profit after tax of ₹ 4,443.10 lakhs in the nine months period ended December 31,
2022 as compared to a net loss of ₹ (1,623.15) lakhs in the nine months period ended December 31, 2021.

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Financial Year 2022 compared to Financial Year 2021

Total Income

Our total income, which comprised of revenue from operations (net of excise duty) and other income, for the
Financial Year 2022, was ₹ 36,545.82 lakhs as compared to ₹ 29,014.74 lakhs for the Financial Year 2021,
representing an increase of 25.96%. Total income comprised of:

- Revenue from Operations (net of excise duty)

Our revenue from operations (net of excise duty) increased by ₹ 7,518.88 lakhs or by 26.15% from ₹ 28,757.21
lakhs in Financial Year 2021 to ₹ 36,276.09 lakhs in Financial Year 2022. This was primarily due to increased
sales of our products on account of post-COVID improvement in overall demand.

- Other Income

Our other income increased by ₹ 12.20 lakhs or by 4.74% from ₹ 257.53 lakhs in Financial Year 2021 to ₹
269.73 lakhs in Financial Year 2022. This increase was driven by increase in other revenues. The said increase
was primarily attributable to profit on sale of certain fixed assets in Financial Year 2022 and increase in other
miscellaneous income.

Expenses

Our total expenses increased by ₹ 4,882.58 lakhs or by 14.83% from ₹ 32,917.51 lakhs in Financial Year 2021
to ₹ 37,800.09 lakhs in Financial Year 2022. Total expenditure comprises of:

Cost of Materials Consumed

Our cost of materials consumed increased by ₹ 4,913.64 lakhs or by 29.93% from ₹ 16,418.19 lakhs in Financial
Year 2021 to ₹ 21,331.83 lakhs in Financial Year 2022. Cost of Material Consumed constituted 58.37% of the
total income for the Financial Year 2022 vis-à-vis 56.59% of the total income for the Financial Year 2021. The
increase was primarily due to increase in demand and sales of our products post-COVID pandemic.

Purchase of stock in trade

Purchase of stock in trade is ₹ 257.62 lakhs for the Financial Year ended 2022 as compared to ₹ Nil in the
financial Year ended 2021. The purchase of stock in trade for Fiscal 2022 was on account of certain raw
materials purchased on behalf of wholly owned subsidiaries which was subsequently transferred to them.

Change in inventories of Finished Goods, Stock-in-trade and Work-in-progress

Our cost of change in inventories of finished goods, stock-in-trade and work-in-progress decreased by ₹ 980.70
lakhs from ₹ 128.89 lakhs in Financial Year 2021 to ₹ (851.81) lakhs in Financial Year 2022. This reduction
was primarily due to increased sales of our products on account of post-COVID demand recovery.

Employee benefits expense

Employee benefits expense increased by ₹ 491.05 lakhs or by 29.25% from ₹ 1,678.80 lakhs in Financial Year
2021 to ₹ 2,169.85 lakhs in Financial Year 2022. Employee benefit expenses constituted 5.94% of the total
income for the Financial Year 2022 vis-à-vis 5.79% of the total income for the Financial Year 2021. This was
primarily due to increase in salaries, allowance & bonus by ₹ 484.66 lakhs and Employer’s contribution to
provident & gratuity fund by ₹ 17.62 lakhs.

Finance costs

Finance costs decreased by ₹ 330.45 lakhs or by 17.71% from ₹ 1,865.90 lakhs in Financial Year 2021 to ₹
1,535.45 lakhs in Financial Year 2022. Finance cost constituted 4.20% of the total income for the Financial Year
2022 vis-à-vis 6.43% of the total income for the Financial Year 2021. This decrease in finance costs was
primarily on account of repayment of various term loans during Fiscal 2022.

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Depreciation and amortisation expense

Our depreciation and amortization expense increased by ₹ 340.91 lakhs or 25.50%, from ₹ 1,336.86 lakhs in
Financial Year 2021 to ₹ 1,677.77 lakhs in Financial Year 2022 due to increase in our asset base. Depreciation
and amortisation expenses constituted 4.59% of the total income for the Financial Year 2022 vis-à-vis 4.61% of
the total income for the Financial Year 2021.

Other expenses

Accordingly, other expenses increased by ₹ 190.51 lakhs or by 1.66% from ₹ 11,488.87 lakhs in Financial Year
2021 to ₹ 11,679.38 lakhs in Financial Year 2022. Other expenses constituted 31.96% of the total income for the
Financial Year 2022 vis-à-vis 39.60% of the total income for the Financial Year 2021. This was primarily due to
an increase of (i) ₹ 599.31 lakhs in power and fuel expenses, (ii) ₹ 241.18 lakhs in labour expense, (iii) ₹ 85.53
lakhs in travelling & conveyance (iv) ₹ 112.48 lakhs in legal & professional and (v) ₹ 344.94 lakhs in freight
outward amongst other expenses.

Profit/(loss) before tax

In light of above discussions, our loss decreased by ₹ (2,648.50) lakhs from ₹ (3,902.77) lakhs in Financial Year
2021 to ₹ (1,254.27) lakhs in Financial Year 2022.

Tax expense

Our total tax expense decreased by ₹ 174.78 lakhs from ₹ (95.48) lakhs in Financial Year 2021 to ₹ (270.26)
lakhs in Financial Year 2022 due to decrease in deferred tax liabilities.

Profit/(loss) for the Year

For the reasons discussed above, and following adjustments for tax expense, we recorded a decrease in our loss
by ₹ 2,823.28 lakhs from ₹ (3,807.29) lakhs in Financial Year 2021 to a net loss of ₹ (984.01) lakhs in Financial
Year 2022.

Cash Flows

The following table sets forth certain information relating to our cash flows under Ind AS in Financial Year
2022 and Financial Year 2021:
(₹ in lakhs)
FY 2022 FY 2021
Particulars
(Consolidated) (Consolidated)
Net cash flow from/ (used in) operating activities 1,027.96 3,641.20
Net cash flow from/ (used in) investing activities (596.51) (1,289.33)
Net cash flow from/ (used in) financing activities (929.40) (3,099.12)
Net increase/(decrease) in cash and cash equivalents (497.95) (747.25)
Cash and cash equivalents at the beginning of the year 1,446.79 2,194.04
Cash and cash equivalents at the end of the year 948.83 1,446.79

Net cash generated from operating activities

Net cash generated from operating activities in the Financial Year 2022 was ₹ 1,027.96 lakhs and our profit
before tax for the period was ₹ (1,254.27) lakhs. The difference was primarily on account of depreciation of ₹
1,677.77 lakhs, interest expense of ₹ 1,535.45 lakhs, profit on sale of fixed assets of ₹ 0.73 lakhs, loss on sale of
fixed assets of ₹ 50.82 lakhs and thereafter change in inventories, trade receivables and trade payables of ₹
(1,607.64) lakhs, ₹1,570.32 lakhs and ₹ (1,997.42) lakhs respectively, resulting in gross cash generated from
operations at ₹ 1,335.81 lakhs. We paid an income tax of ₹ 307.85 lakhs.

Net cash generated from operating activities in the Financial Year 2021 was ₹ 3,641.20 lakhs and our profit
before tax was ₹ (3,902.77) lakhs. The difference was on primarily on account of depreciation of ₹ 1,336.86
lakhs, interest expense of ₹ 1,865.90 lakhs and thereafter change in inventories, trade receivables and trade
payables of ₹ 3,547.77 lakhs, ₹ (145.44) lakhs and ₹ 248.01 lakhs respectively, resulting in gross cash generated
from operations at ₹ 3,911.68 lakhs. We paid an income tax of ₹ 270.48 lakhs.

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Net cash used in investing activities

In the Financial Year 2022, our net cash used in investing activities was ₹ 596.51 lakhs. This was on account of
(i) purchase of fixed assets of ₹ 680.49 lakhs, (ii) proceeds from sale of fixed assets of ₹ 14.46 lakhs and (iii)
decrease in long term financial assets by ₹ 69.52 lakhs.

In the Financial Year 2021, our net cash used in investing activities was ₹ 1,289.33 lakhs. This was on account
of (i) purchase of fixed assets of ₹ 1,603.36 lakhs and (ii) decrease in long term financial assets by ₹ 314.03
lakhs.

Net cash generated from/ used in financing activities

In the Financial Year 2022, our net cash used in financing activities was ₹ 929.40 lakhs. This was primarily due
to payment of interest of ₹ 1,535.45 lakhs, dividend of ₹ 10.88 lakhs and reduction in borrowings of ₹ 1,191.91
lakhs respectively.

In the Financial Year 2021, our net cash used in financing activities was ₹ 3,099.12 lakhs. This was primarily
due to payment of interest of ₹ 1,865.90 lakhs and reduction in borrowings of ₹ 1,360.76 lakhs respectively.

Contingent liabilities

As of March 31, 2022, the estimated amount of contingent liabilities are as follows:
(₹ in lakhs)
Particulars Fiscal 2022 Fiscal 2021
i) Claims against the Company not acknowledged as
debts/disputed
- Commercial Tax Department 60.71 60.71
- Income Tax Department 1,985.58 1,118.14
ii) Guarantees given by Bankers on behalf of the Group not
1,178.67 939.99
provided for
iii) Corporate guarantee given to a bank on behalf of
11,306.00 11,306.00
subsidiaries

OFF-BALANCE SHEET ARRANGEMENTS

We do not have any off-balance sheet arrangements that have or which we believe reasonably likely to have a
current or future effect on our financial condition, revenue or expenses, operating results, liquidity, capital
expenditure or capital resources.

RELATED PARTY TRANSACTIONS

We enter into various transactions with related parties in the ordinary course of business. For further information
relating to our related party transactions, see “Financial Statements –– Notes to Financial Statements – Note 32
– Related party disclosures” on page F-34 of this Letter of Offer.

Reservations, Qualifications and Adverse Remarks by the statutory auditors

There are no reservations, qualifications, and adverse remarks by our Statutory Auditors on the Audited
Consolidated Financial Statements as of and for the year ended March 31, 2022, and the Unaudited
Consolidated Financial Results for the nine months ended December 31, 2022.

Details of Default, if any, including therein the amount involved, duration of default and present status, in
repayment of statutory dues or repayment of debentures or repayment of deposits or repayment of loans
from any bank or financial institution

There have been no defaults in payment of statutory dues or repayment of debentures and interest thereon or
repayment of deposits and interest thereon or repayment of loans from any bank or financial institution and
interest thereon by the Company for the Financial Year 2022 and Financial Year 2021.

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Material Frauds

There are no material frauds, as reported by our statutory auditor, committed against our Company, during the
last three financial years.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market risk is the risk of loss related to adverse changes in market prices, including interest rates. In the normal
course of business, we are exposed to certain market risks including interest risk.

Interest rate risk

Interest rate risk results from changes in prevailing market interest rates, which can cause a change in the fair
value of fixed-rate instruments and changes in the interest payments of the variable-rate instruments. Our
operations are funded to a certain extent by borrowings. Our current loan facilities carry interest at variable rates
as well as fixed rates. We mitigate risk by structuring our borrowings to achieve a reasonable, competitive cost
of funding. There can be no assurance that we will be able to do so on commercially reasonable terms, that our
counterparties will perform their obligations, or that these agreements, if entered into, will protect us adequately
against interest rate risks.

Liquidity risk

Adequate and timely cash availability for our operations is the liquidity risk associated with our operations. Our
Company’s objective is to all time maintain optimum levels of liquidity to meet its cash and collateral
requirements. We employee prudent liquidity risk management practices which inter-alia means maintaining
sufficient cash and the availability of funding through an adequate amount of committed credit facilities.

Credit Risk

We are exposed to the risk that our counterparties may not comply with their obligations under a financial
instrument or customer contract, leading to a financial loss. We are exposed to credit risk from our operating
activities, primarily from trade receivables.

We consider our customers to be creditworthy counterparties as our major supplies are to state government
beverage corporations which limits the credit risk, however, there can be no assurance that our counterparties
may not default on their obligations, which may adversely affect our business and financial condition.

An analysis of reasons for the changes in significant items of income and expenditure is given hereunder:

1. Unusual or infrequent events or transactions

Except as disclosed elsewhere in this Letter of Offer, there have been no unusual or infrequent events or
transactions including unusual trends on account of business activity, unusual items of income, change in
accounting policies and discretionary reduction of expenses.

2. Significant economic changes that materially affected or are likely to affect income from continuing
operations.

Except as described under Section “Risk Factors” beginning on page 18, there are no significant economic
changes that may materially affect or likely to affect income from continuing operations.

3. Known trends or uncertainties that have had or are expected to have a material adverse impact on sales,
revenue or income from continuing operations.

Except as described under Section “Risk Factors” beginning on page 18, in our opinion, there are no other
known trends or uncertainties that have had or are expected to have a material adverse impact on revenue or
income from continuing operations.

4. Future changes in relationship between costs and revenues

Our Company’s future costs and revenues will be determined by demand/supply situation of our end
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 services as well as the prices of our service suppliers, cost of employees, government policies and budget
constraints of our customer(s).

5. Increases in net sales or revenue and Introduction of new products or services or increased sales prices

Increases in revenues shall by and large be linked to increases in volume of business.

6. Status of any publicly announced New Products or Business Segment

Except as disclosed elsewhere in this Letter of Offer, we have not announced and do not expect to announce
in the near future any new products or business segments.

7. Total Turnover of Each Major Industry Segment in Which the Issuer Operates

Our Company currently operates in the alcoholic beverages sector. Details of the industry related data and
other relevant information is disclosed in the section “Industry Overview” beginning on page 57.

8. Seasonality of business

Our Company’s business is seasonal in nature. We derive maximum revenues in the months of summer
season.

9. Any Major Dependence on a single or few suppliers or customers

Except as disclosed elsewhere in this Letter of Offer, particularly in sections “Risk Factors” on page 18 to
our knowledge, there is no significant dependence on a single or few customers or suppliers.

10. Competitive conditions:

Competitive conditions are as described under the chapters “Industry Overview” and “Our Business”
beginning on page 57 and 68, respectively.

11. Significant Developments after December 31, 2022, that may affect our results of operations

Except as disclosed in this Letter of Offer, there have not arisen, since the date of the last financial
statements disclosed in this Letter of Offer, any circumstances which materially and adversely affect or are
likely to affect our profitability taken as a whole or the value of our consolidated assets or our ability to pay
our liabilities within the next 12 months. For further information, see “Management’s Discussion and
Analysis of Financial Condition and Results of Operation”, “Our Business” and “Risk Factors” on page 90,
68 and 18, respectively.

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 SECTION VI - LEGAL AND OTHER INFORMATION

OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS

Except as stated in this section, there are no outstanding litigation with respect to (i) issues of moral turpitude
or criminal liability on part of our Company or our Subsidiaries; (ii) material violations of statutory regulations
by our Company or our Subsidiaries; (iii) economic offences where proceedings have been initiated against our
Company or our Subsidiaries; (iv) any pending matters which if they result in an adverse outcome, would
materially and adversely affect our operations or our financial position: and (v) other litigation, including civil
or tax litigation proceedings, which involves an amount in excess of the Materiality Threshold (as defined
below) considered material in terms of (a) the “Policy for Determination of Materiality of Events and
Information” adopted by our Board, in accordance with the requirements under Regulation 30 of the SEBI
Listing Regulations, and (b) the materiality policy adopted by the Board of Directors of our Company through
its resolution dated January 24, 2023 for the purpose of litigation disclosures in this Letter of Offer
(“Materiality Policy”).

In this regard, please note the following:

1. Any outstanding litigation involving our Company i.e., proceedings other than litigation involving issues of
moral turpitude, criminal liability, material violations of statutory regulations or proceedings related to
economic offences, shall be considered material and shall be disclosed in this Letter of Offer, if (i) the
monetary claim involved in such proceedings is an amount equal to or exceeding 2% of the revenue from
operations of the Company as per the standalone audited financial statements of the Company for the
immediately preceding financial year (being ₹ 501.07 lakhs i.e., 2% of the ₹ 25,053.25 lakhs as on March
31, 2022) (“Materiality Threshold”), and / or (ii) is otherwise determined to be material in terms of the
Materiality Policy.

2. Pre-litigation notices received by our Company and/or our Subsidiaries from third-parties (excluding
notices pertaining to any offence involving issues of moral turpitude, criminal liability, material violations
of statutory regulations or proceedings related to economic offences) has not been evaluated for
materiality until such time our Company and/or our Subsidiaries are impleaded as defendants in litigation
proceedings before any judicial forum.

All terms defined herein in a particular litigation disclosure pertain to that litigation only.

Litigations involving our Company

There are no issues of moral turpitude or criminal liability, material violation of statutory regulations or
economic offences or material pending matters involving our Company, except as follows:

A. Proceedings involving issues of moral turpitude or criminal liability initiated against our Company

a) A regular criminal trial bearing number 4656 of 2020 was filed by Food Inspector, Food and Drugs
Administration, Indore, Madhya Pradesh before the Hon’ble District and Sessions Court, Indore against
our Company (the “Accused”) under Sections 3(1)(l), 3(1)(zf), 26(2)(ii), 26(2)(iii), 27(1), 31(1), 52, 55,
58, 62, 63 and 66 of the Food Safety and Standards Act, 2006 on the allegation of non-compliance with
labelling regulations. Presently the case is pending before the Hon’ble 96-XVIII Civil Judge Class-II
and is listed for hearing on March 13, 2023.

B. Proceedings involving issues of criminal liability initiated by our Company

a) A regular criminal trial bearing number 6578 of 2019 was filed by our Company before the Hon’ble
District and Sessions Court, Bhopal against M/s. Haridhan Sprints India (the “Accused”) under Section
138 of the Negotiable Instruments Act, 1881 for dishonor of cheques issued by the Accused to our
Company for payment of consideration for goods supplied and services rendered aggregating to
₹65,06,765. The case was disposed on January 12, 2023 as the accused had absconded. Permanent arrest
warrants have been issued against the accused persons. The case file has been sent to record room and
the matter will automatically open upon the arrest of accused person.

100
 b) A regular criminal trial bearing number 7142 of 2019 was filed by our Company before Hon’ble
District and Sessions Court, Bhopal against M/s. Kumar Departmental Store (the “Accused”) under
Section 138 of the Negotiable Instruments Act, 1881 for dishonour of cheques issued by the Accused to
our Company for payment of consideration for goods supplied and services rendered aggregating to
₹1,00,000. Presently the case is pending before the Hon’ble IX Civil Judge Class-I and is listed for
hearing on February 9, 2023.

c) A regular criminal trial bearing number 7147 of 2019 was filed by our Company before the Hon’ble
District and Sessions Court, Bhopal against M/s. Kumar Departmental Store (the “Accused”) under
Section 138 of the Negotiable Instruments Act, 1881 for dishonour of cheques issued by the Accused to
our Company for payment of consideration for goods supplied and services rendered aggregating to
₹4,00,000. Presently the case is pending before the Hon’ble XI Civil Judge Class-I and is listed for
hearing on February 9, 2023.

d) A regular criminal trial bearing number 16175 of 2019 was filed by our Company before the Hon’ble
District and Sessions Court, Bhopal against M/s. Journey Makers (the “Accused”) under Section 138 of
the Negotiable Instruments Act, 1881 for dishonour of cheques issued by the Accused to our Company
for payment of consideration for goods supplied and services rendered aggregating to ₹5,40,000. The
case has been disposed of by the Hon’ble 24-VI Civil Judge Class-I on January 27, 2023 as the accused
persons are not appearing before the Hon’ble Court. Therefore, permanent arrest warrants have been
issued against the accused and records of the matter has been sent to record room. Matter will re-open
upon arrest of accused.

e) A regular criminal trial bearing number 16185 of 2019 was filed by our Company before the Hon’ble
District and Sessions Court, Bhopal against M/s. Kumar Departmental Store (the “Accused”) under
Section 138 of the Negotiable Instruments Act, 1881 for dishonour of cheques issued by the Accused to
our Company for payment of consideration for goods supplied and services rendered aggregating to
₹1,00,000. Permanent arrest warrants against the accused has been issued by the Court on February 8,
2023 and the matter will re-open upon arrest of the accused

f) A regular criminal trial bearing number 3011710 of 2015 was filed by our Company before the Hon’ble
District and Sessions Court, Bhopal against M/s. B. Deboo and Co. Pvt. Ltd. (the “Accused”) under
Section 138 of the Negotiable Instruments Act, 1881 for dishonour of cheques issued by the Accused to
our Company for payment of consideration for goods supplied and services rendered aggregating to
₹24,44,541. Presently the case is pending before the Hon’ble 24-VI Civil Judge Class-I and is listed for
final hearing on February 21, 2023.

g) A Miscellaneous Criminal Case bearing number 15928 of 2018 was filed by Amber Jaiswal and Ors.
(“Complainant”) before Hon’ble Madhya Pradesh High Court, Principal Bench Jabalpur against our
Company under Sections 409, 467, 465, 464, 420, 418, 471, 468 of the Indian Penal Code, 1860 read
with Section 482 of Code of Criminal Procedure, 1973 against the order passed by the lower court in
the matter bearing crime no. 160/2017 wherein our Company had filed a complaint for fraud and
forgery against the Complainant for opening accounts of our Company without authorisation for an
amount to the tune of ₹ 27,00,000. Presently the case is pending before Hon’ble Madhya Pradesh High
Court and is tentatively listed for hearing on February 10, 2023.

h) A Miscellaneous Criminal Case bearing number 15336 of 2012 was filed by our Company before the
Hon’ble Madhya Pradesh High Court against the State of Madhya Pradesh and Ors. (“Respondents”)
under Section 378 (4) of the Code of Criminal Procedure, 1973. The said appeal has been filed by our
Company against acquittal order dated July 23, 2012 passed by the Hon’ble Fasttrack Court of JMFC,
Bhopal in R.T. no. 6196/06 wherein one of the Respondents was acquitted of the offence under Section
138 of the Negotiable Instruments Act, 1881. The appeal remains pending.

C. Proceedings involving material violations of statutory regulations by our Company

As on the date of this Letter of Offer, there are no pending or outstanding violations of any statutory
regulations against our Company. However, our Company and some our Promoters have been
101
 penalised by SEBI, RBI and the Stock Exchanges in the last 5 years for violating certain statutory
regulations. The penalties have been paid and there are no outstanding actions by any of the
abovementioned regulatory authorities pending against the Company or our Promoters. The details of
the penalties imposed by the regulatory authorities are mentioned below:

i. Actions taken by SEBI

Sr. Particulars Fine/Penalty Date on which Status

No. imposed (₹) Fine/ Penalty
was imposed
on
Penalized our Company for violations of certain Penalty
1. ₹5,00,000 June 19, 2019
provisions of SEBI LODR Regulations. paid
Penalized Aalok Deep Finance Pvt. Ltd. (our
Promoter) for violation of Regulation 13(2A) of September 27, Penalty
2. ₹2,00,000
the SEBI (Prohibition of Insider Trading) 2019 paid
Regulations, 2015.
Penalized Jagdish Kumar Arora (our Promoter)
₹2,00,000 +
for violation of Regulation 13(4A) read with September 27, Penalty
3. interest of ₹
13(5) of the SEBI (Prohibition of Insider 2019 paid
1,38,119
Trading) Regulations, 2015.
Penalized Som Distilleries Private Limited (our
Promoter) for violation of Regulation 13(4A) September 27, Penalty
4. ₹2,00,000
read with 13(5) of the SEBI (Prohibition of 2019 paid
Insider Trading) Regulations, 2015.
Complied
Non-Compliance of Regulation 30 of the SEBI
with in
5. (Listing Obligations & Disclosure ₹5,00,000 July 3, 2019
June
Requirements), 2018.
2019.
Complied
Non-compliance with SEBI circular no. with in
6. Nil Nil
CIR/MRD/DP/10/2015 dated June 05, 2015 February
2020.

D. Economic offences where proceedings have been initiated against our Company

Nil

E. Other proceedings involving our Company which involve an amount exceeding the Materiality Threshold
or are otherwise material in terms of the Material Policy and other pending matters which, if they result
in an adverse outcome would materially and adversely affect the operations or the financial position of
our Company.

a) An Original Suit bearing number 25327 of 2015 was filed by United Breweries Limited before the
Hon’ble Addl. City Civil and Sessions Judges, Mayo Hall and FTC, Mayohall against our Company
under Order 7 Rule 1 read with Section 26 of Civil Procedure Code. United Breweries Limited had filed
the suit for restraining our Company from infringing its registered trade mark ‘Kingfisher’ by using/
reusing beer bottles having a label Kingfisher with a device flying horse and mandatory injunction
directing our Company to render accounts of profit made due to wrongful use of the aforementioned
beer bottles. Presently the case is stayed by Hon’ble High Court, Karnataka vide its Order dated
15.01.2021 passed in WP No. 15333/2020 which was subsequently extended by Order dated 13.12.2021
and the lower Court is awaiting Orders which is listed before 1169-CCH75-LXXIV Additional City
Civil and Sessions Judge and is listed for hearing on 20.03.2023.

b) Writ Petition bearing number 15333 of 2020 was filed by our Company (“Petitioner”) against United
Breweries Limited, before the Hon’ble High Court of Karnataka. The petition is filed against the Order
of District Court Bangalore whereby district court did not direct United Breweries Limited to lead the
Evidence. The matter was last heard on December 13, 2021 and was adjourned to uptill six weeks.

102
 These cases are filed on regular course of business by every distillery against the each other to restrain
them from using recycled bottles of other distillery procured from junk market and normally only
injunctive orders are passed so far in these type of cases. Therefore, we do not foresee any financial
implication in future.

c) A Company Petition bearing number 198 of 2008 was filed by Madhya Pradesh State Industrial
Development Corporation (“Petitioner”) before Hon’ble High Court, Delhi against our Company. As
per the Order dated July 26, 2017 passed by the Hon’ble High Court of Delhi, our Company was
directed to pay an amount of ₹8,35,00,000 along with an interest of ₹2,15,00,000 which has been
accrued till the date of application to the Petitioner. Our Company has already deposited an amount or ₹
9,43,00,000 with the Registrar. Presently the Petitioner and our Company are endeavouring to settle the
matter amicably. The matter is listed for hearing on April 6, 2023 in the Hon’ble High Court, Delhi.

d) A First Appeal bearing number 492 of 2019 was filed by Anheser Busch Inbev India Limited
(“Petitioner”) before Hon’ble High Court, Madhya Pradesh, Principal Bench Jabalpur, against our
Company under the relevant provisions of the Code of Civil Procedure, 1908. The Appeal has been filed
challenging the Order of the Hon’ble Raisen District Court wherein an infringement suit filed against
our Company was dismissed. The matter is not listed since August 29, 2019 and remains pending as on
date of the Letter of Offer.

e) Arbitration Appeal bearing number 66 of 2019 was filed by our Company against Rahul Malt Private
Limited before the Hon’ble High Court of Madhya Pradesh, Principal Bench, Jabalpur. Appeal is filed
under Arbitration & Conciliation Act, 1996 against the Order dated May 13, 2019 of Add. District
Judge, Raisen Whereby the award dated October 18, 2007 passed by the Arbitration Tribunal in favour
of respondent for ₹35,16,203 was upheld. The matter was last listed on February 18, 2020 and is
pending for final hearing.

f) CS(COMM) 102/2020 filed by our Company (“Plaintiff”) against Mount Everest Breweries Limited &
Ors (“Defendant”) in the Hon’ble High Court of Delhi. Trademark Infringement Suit filed against the
Defendant for using ‘Hunter Bottles’ of the Company for sale of their beers. The matter was listed for
admission denial/ marking of exhibits on January 12, 2023. The matter is filed against Mount Everest to
restrain them from using Hunter Bottles for filing of their beer. Therefore, there will no financial
implication on the Company.

g) Writ Petition bearing number 13297 of 2019 filed by one Gaurav Gupta against the State of Madhya
Pradesh and Ors before the Hon’ble High Court of Madhya Pradesh. Our Company has been made
respondent no. 4. The PIL is yet to be admitted and notice is yet to be issued to our Company. The
matter was last listed on March 13, 2020. There is no financial implication on the Company in this
matter.

h) Writ Petition bearing number 4049 of 2014 filed by Regent Beers and Wines Limited (“Petitioner”)
against the State of Madhya Pradesh & Ors before the Hon’ble High Court of Madhya Pradesh where
our Company has been made party as Respondent No. 3. This matter was filed by the Petitioner against
the Order dated June 26, 2014 of the Excise Commissioner whereby the Excise Commissioner rejected
the label registration of the Petitioner for “Black Force” Beer which was deceptively similar to the trade
mark of our Company’s product “BLACK FORT”. The matter is pending for final hearing. There is no
financial implication on the Company in this matter.

F. Tax Proceedings

a) Writ Petitions bearing numbers 19221 of 2015 and 9783 of 2016 were filed by our Company before
Hon’ble High Court, Madhya Pradesh, Principal Bench, Jabalpur against the State of Madhya Pradesh
and Ors (the “Respondents”) under the relevant provisions of Central Sales Tax Act 1956. According to
our Company Indian Made Foreign Liquor and Rectified Spirit being excisable articles under the M.P.
Excise Act, should be exempted from payment of duty or tax under the Commercial Tax Act and VAT
Act. The amount involved is ₹16,39,93,100. The Hon’ble High Court passed a judgment in our favour.
Presently, the State has filed a Special Leave Petition (Civil) bearing Diary no. 15087/2017 before the
103
 Hon’ble Supreme Court of India. The matter was last listed on November 24, 2022 and as on date of this
Letter of Offer, remains pending.

b) In the Financial Year 2010-11 (Assessment Year 2011-2012), the Ld. Assessing Officer in his
assessment, made a disallowance of commission expenses under 271(1)(b) of the Income Tax Act, 1961
for an amount of ₹24,91,941. Accordingly, our Company has disputed the disallowance and has filed an
Appeal bearing no. 595380871180117 before the Commissioner of Income Tax (Appeals) under
sections 143(3), 37 and 234 of the Income Tax Act, 1961. The amount involved in such Appeal is
₹4,25,890.

c) In the Financial Year 2012-13 (Assessment Year 2013-2014), the Ld. Assessing Officer in his
assessment, made certain allowances and disallowances under Section 143(1) of the Income Tax Act,
1961 amounting to ₹1,68,83,910. Accordingly, our Company has disputed such assessment and has filed
an Appeal bearing no. 161673301210416 before the Commissioner of Income Tax (Appeals) under
Sections 246A, 43B, 28, 14A, 40(a)(ia), 244A and 244 of the Income Tax Act, 1961. The amount
involved in such Appeal is ₹53,48,000.

d) In the Financial Year 2013-14 (Assessment Year 2014-2015), the Ld. Assessing Officer in his
assessment, made certain disallowances under Section 143(3) of the Income Tax Act, 1961 amounting
to ₹7,71,12,050. Accordingly, our Company has disputed such disallowances and had filed an Appeal
bearing no. 595285791180117 before the Commissioner of Income Tax (Appeals) under Section 143(3),
37, 115JAA, 206 and 234 of the Income Tax Act, 1961. The amount involved in such Appeal is
₹4,60,18,860. The order u/s 143(3) has been replaced by new assessment order u/s 153C/143(3) dated
September 29, 2021 and company has filed new appeal bearing no. 764499810301021before National
Faceless Appeal Centre, New Delhi. In the said assessment amount of disallowance of ₹7,73,03,660 and
disputed outstanding demand is ₹8,83,93,550

e) In the financial year 2014-15 (Assessment Year 2015-16), the Ld. A.O. in his assessment order u/s 153C
r.w.s. 143(3) dated September 29, 2021 of the Income tax Act. In the said assessment proceedings A.O.
disallow interest on delayed deposit of TDS and disallowance of donation expenses u/s 37 of the I.T.
Act. Aggrieved by the order passed assessee made an appeal before the CIT(Appeals) National Faceless
Appeal Centre, New Delhi appeal bearing no. 764605830301021 amount of addition involved is
₹2,471,820 and the amount of disputed outstanding amount is ₹25,77,510.

f) In the Financial Year 2015-16 (Assessment Year 2016-2017), the Ld. Assessing Officer in his
assessment, made certain disallowances of labour expenses under Section 143(3) of the Income Tax
Act, 1961 amounting to ₹52,21,000. Accordingly, our Company has disputed such disallowances and
has filed an Appeal bearing no. 411922731230119 before the Commissioner of Income Tax (Appeals)
under Section 143(3), 37 and 234 of the Income Tax Act, 1961. The amount involved in such Appeal is
₹23,99,910. The order u/s 143(3) has been replaced by new assessment order u/s 153C/143(3) dated
September 29, 2021 and company has filed new appeal bearing no. 764671460301021 before National
Faceless Appeal Centre, New Delhi. In the said assessment amount of disallowance of ₹53,51,882 and
disputed outstanding demand is ₹21,06,650.

g) In the Financial Year 2016-17 (Assessment Year 2017-2018), the Ld. Assessing Officer in his
assessment, made certain disallowances of donation expenses, unexplained cash u/s 69A of the Income
Tax Act, 1961 and tax on deemed income under Section 143(3) of the Income Tax Act, 1961 amounting
to ₹5,80,12,981. Accordingly, our Company has disputed such disallowances and has filed an Appeal
bearing no. 297101621280120 before the Commissioner of Income Tax (Appeals) under Section 143(3),
37, 69A, 115BBE, 234 and 115O. The amount involved in such Appeal is ₹6,71,30,372. The order u/s
143(3) has been replaced by new assessment order u/s 153C/143(3) dated September 29, 2021 and
company has filed new appeal bearing no. 764766890301021 before National Faceless Appeal Centre,
New Delhi. In the said assessment amount of disallowance of ₹6,02,74,060 and disputed outstanding
demand is ₹7,32,58,580.

h) In the financial year 2017-18 (Assessment Year 2018-19), the Ld. A.O. in his assessment order u/s 153C
r.w.s. 143(3) dated September 29, 2021 of the I.T. Act. In the said assessment proceedings A.O.
104
 disallow interest on delayed deposit of TDS and disallowance of donation expenses u/s 37, disallow of
CSR Expenses and Addition u/s 56(2)(x)(b) of the I.T. Act. Aggrieved by the order passed assessee
made an appeal before the CIT(Appeals) National Faceless Appeal Centre, New Delhi appeal bearing
no. 764841200301021 amount of addition involved is ₹1,50,32,430 and the amount of disputed
outstanding amount is ₹22,38,060.

i) In the financial year 2018-19 (Assessment Year 2019-20), the Ld. A.O. in his assessment order u/s 153C
r.w.s. 143(3) dated September 29, 2021 of the I.T. Act. In the said assessment proceedings A.O.
disallow interest on delayed deposit of TDS and disallowance of donation expenses u/s 37, disallow of
CSR Expenses and Addition u/s 56(2)(x)(b) of the I.T. Act. Aggrieved by the order passed assessee
made an appeal before the CIT(Appeals) National Faceless Appeal Centre, New Delhi appeal bearing
no. 764926050301021 amount of addition involved is ₹3,86,57,140 and the amount of disputed
outstanding demand amount is ₹1,97,20,250.

j) In the Financial Year 2019-20 (Assessment Year 2020-2021), the Ld. Assessing Officer in his
assessment order u/s 153C, made disallowances u/s 14A, addition of undisclosed interest income and
A.O. also not given full and proper credit of TDS and TCS. Accordingly, our Company has disputed
such disallowances and has filed an Appeal bearing no. 763469770301021 before the Commissioner of
Income Tax (Appeals) National Faceless Appeal Centre, New Delhi. The amount of addition involved is
₹42,84,730 and the amount of disputed outstanding demand amount is ₹79,66,900.

k) A Writ Petition bearing number 6743 of 2021 was filed by our Company before Hon’ble High Court,
Madhya Pradesh, Principal Bench, Jabalpur against The State of Madhya Pradesh and Ors (the
“Accused”) under the relevant provisions of the Madhya Pradesh Excise Act, 1915. The Petition has
been filed against the imposition of Excise Duty on the export of IMFL and beers. According to our
Company, such imposition of excise duty is against the mandate of the Constitution of India. As per the
order dated March 24, 2021, the Hon’ble High Court has granted interim relief to our company by
directing the Excise Commissioner, Gwalior to depute any other deputy Commissioner (excise) to deal
with the cases of the Company till the next date of hearing. Presently the case is pending and was last
listed for hearing on December 23, 2021. The Petition has since not been listed for hearing.

l) A Writ Petition bearing number 3902 of 2021 was filed by our Company before Hon’ble High Court,
Madhya Pradesh, Principal Bench, Jabalpur against The State of Madhya Pradesh and Ors (the
“Accused”) under the relevant provisions of The Madhya Pradesh Excise Act, 1915. The Petition has
been filed challenging the order of the Excise Commissioner dated November 7, 2020 (“Disputed
Order”) wherein all breweries were directed not to use recycled bottles. As per the order dated
February 19, 2021, the Hon'ble Chief Justice and Hon'ble Justice Shri Vijay Kumar Shukla had directed
the Respondents to refrain from giving effect to the Disputed Order till March 10, 2021. Considering
that there were matters of similar nature pending before the Indore Bench, the Writ Petition was
transferred to the Indore Bench and were to be heard along with Writ Petition no. 19121 of 2020 and
other connected matters. The matter was last listed on January 10, 2023 and is to be listed for final
hearing.

m) A Writ Petition bearing number 933 of 2014 was filed by State of Madhya Pradesh through Principal
Secretary Commercial Tax Department Vallbh Bhavan Bhopal, Madhya Pradesh and Ors. before the
Hon’ble High Court, Madhya Pradesh, Gwalior Bench, against our Company, under the relevant
provisions of the Madhya Pradesh Excise Act, 1915. The Petition has been filed challenging the Order
of the Revenue Board whereby the Order of the Excise Commissioner/Collector for imposing penalty
for excess transit loss was set aside by the Board. The tentative date for hearing was January 16, 2023.

Considering that there were other petitions of similar nature, they were connected and pooled together
with the Writ Petition bearing number 933 of 2014 being the main case. Details of the connected matters
have been provided below:

105
Sr. No. Case Details Petitioner Respondent Status
1. 922/2014 The State of Madhya Pradesh Our Company and Ors. Pending
2. 923/2014 The State of Madhya Pradesh Our Company and Ors. Pending
3. 924/2014 The State of Madhya Pradesh Our Company and Ors. Pending
4. 925/2014 The State of Madhya Pradesh Our Company and Ors. Pending
5. 926/2014 The State of Madhya Pradesh Our Company and Ors. Pending
6. 927/2014 The State of Madhya Pradesh Our Company and Ors. Pending
7. 928/2014 The State of Madhya Pradesh Our Company and Ors. Pending
8. 929/2014 The State of Madhya Pradesh Our Company and Ors. Pending
9. 930/2014 The State of Madhya Pradesh Our Company and Ors. Pending
10. 931/2014 The State of Madhya Pradesh Our Company and Ors. Pending
11. 932/2014 The State of Madhya Pradesh Our Company and Ors. Pending
12. 934/2014 The State of Madhya Pradesh Our Company and Ors. Pending
13. 935/2014 The State of Madhya Pradesh Our Company and Ors. Pending
14. 936/2014 The State of Madhya Pradesh Our Company and Ors. Pending
15. 937/2014 The State of Madhya Pradesh Our Company and Ors. Pending
16. 938/2014 The State of Madhya Pradesh Our Company and Ors. Pending
17. 939/2014 The State of Madhya Pradesh Our Company and Ors. Pending
18. 940/2014 The State of Madhya Pradesh Our Company and Ors. Pending
19. 941/2014 The State of Madhya Pradesh Our Company and Ors. Pending
20. 942/2014 The State of Madhya Pradesh Our Company and Ors. Pending
21. 943/2014 The State of Madhya Pradesh Our Company and Ors. Pending
22. 944/2014 The State of Madhya Pradesh Our Company and Ors. Pending

n) Income Tax Appeals bearing numbers 14 and 15 of 2020 were filed by Principal Commissioner of
Income Tax 1/District Bhopal, Madhya Pradesh before the Hon’ble High Court, Madhya Pradesh,
Principal Bench, Jabalpur, against our Company. The Appeal has been filed challenging the order
passed by Hon'ble Kul Bharat, Judicial Member and Hon'ble Manish Borad, Accountant Member in the
Income Tax Appeals bearing numbers 495/Ind/2018 and 516/Ind/2018 before the Income Tax Appellate
Tribunal, Indore Bench, Indore whereby it was held that if the payee has paid tax on income and has
shown in its return of income and requisite certificate has been filed during the assessment proceedings,
then the disallowance under Section 40(a)(ia) of the Income Tax Act, 1961 is not justified. The Petition
was last listed for hearing on January 10, 2023.

o) An Income Tax Appeal bearing number 78 of 2010 was filed by our Company before the Hon’ble High
Court, Madhya Pradesh, Principal Bench, Jabalpur, against by Assistant Commissioner of Income Tax
under the relevant Sections of the Income Tax Act, 1961. The Appeal has been filed challenging the
order passed by Hon'ble Indore District Court. The Petition was last listed for hearing on July 31, 2014.

p) A Writ Petition bearing number 11048 of 2020 was filed by our Company before Hon’ble High Court,
Madhya Pradesh, Principal Bench, Jabalpur against Directorate General of GST Intelligence and Ors
(the “Accused”) under the relevant provisions of Central Sales Tax Act 1956. The Petition has been
filed against the imposition of GST liability of approximately ₹33,00,00,000 on the sister concern of our
company Som Distilleries Private Ltd (“SDPL”) SDPL has deposited an amount of ₹8,00,00,000 in
accordance with the initial claim of ₹7,96,00,000. Presently the Petition is pending and was last listed
for hearing on August 23, 2022.

106
Litigations involving our Subsidiaries

There are no issues of moral turpitude or criminal liability, material violation of statutory regulations or
economic offences or material pending matters involving our Subsidiaries, except as follows:

A. Proceedings involving issues of moral turpitude or criminal liability initiated against our Subsidiaries

Nil

B. Proceedings involving issues of moral turpitude or criminal liability initiated by our Subsidiaries

Nil

C. Proceedings involving material violations of statutory regulations by our Subsidiaries

Nil

D. Economic offences where proceedings have been initiated against our Subsidiaries

Nil

E. Other proceedings involving our Subsidiary which involve an amount exceeding the Materiality
Threshold or are otherwise material in terms of the Material Policy and other pending matters which, if
they result in an adverse outcome would materially and adversely affect the operations or the financial
position of our Company.

F. Tax Proceedings

Nil

107
 GOVERNMENT AND OTHER STATUTORY APPROVALS

Our Company requires various licenses, registrations, permits and approvals issued by relevant central and state
authorities under various rules and regulations (“Approvals”) for carrying on its present business activities. The
requirement for the Approvals may vary based on factors such as the legal requirements in the jurisdiction, in
which the manufacturing facility is located. Further, our obligation to obtain and renew such approvals arises
periodically and applications for such approvals are made at the appropriate stage.

Since, our Company intends to utilize the proceeds of the Issue, after deducting Issue related expenses towards
long term working capital requirements and for general corporate purposes, no government and regulatory
approval pertaining to the Objects of the Issue will be required.

108
 OTHER REGULATORY AND STATUTORY DISCLOSURES

Authority for the Issue

The Issue has been authorised by a resolution of the Board passed at its meeting held January 24, 2023, pursuant
to Section 62(1)(a) and other applicable provisions of the Companies Act, 2013.

The Board of the Directors has, at its meeting held on April 6, 2023 determined the Issue Price of ₹140 per
Rights Equity Share (including a premium of ₹135 per Rights Equity Share), in consultation with the Lead
Manager, and the Rights Entitlement as 10 (Ten) Rights Equity Shares for every 211 (Two Hundred Eleven)
fully paid up Equity Shares held on the Record Date.

This Letter of Offer has been approved by our Board of Directors at its meeting held on April 6, 2023.

Our Company has received ‘in-principle’ approval for listing of the Rights Equity Shares to be Allotted pursuant
to Regulation 28 of SEBI Listing Regulations, vide letter bearing reference number
LOD/RIGHT/IB/FIP/3230/2022-23 dated March 17, 2023 issued by BSE and reference number
NSE/LIST/34563 dated March 6, 2023 issued by NSE for listing of the Rights Equity Shares to be Allotted
pursuant to the Issue. Our Company will also make applications to BSE and NSE to obtain their trading
approvals for the Rights Entitlements as required under the SEBI Rights Issue Circulars.

Our Company has been allotted the ISIN INE480C20020 for the Rights Entitlements to be credited to the
respective demat accounts of the Eligible Equity Shareholders of our Company. For details, see “Terms of the
Issue” on page 117 of this Letter of Offer.

Prohibition by SEBI or other Governmental Authorities

Our Company, our Promoter, our Directors, the members of our Promoter Group and persons in control of our
Company have not been prohibited from accessing the capital market or debarred from buying or selling or
dealing in securities under any order or direction passed by SEBI or any securities market regulator in any
jurisdiction or any authority/court as on date of this Letter of Offer.

Our Company and certain Promoters have been penalized by SEBI for violations of provisions of SEBI LODR
Regulations and SEBI (Prohibition of Insider Trading) Regulations, 2015 in the last 5 years. The penalties have
been paid and there are no outstanding SEBI actions against our Company or our Promoters and members of our
Promoter Group as on the date of this Letter of Offer. For details, see “Actions taken by SEBI” on page 102 in
the chapter titled Outstanding Litigations and Material Developments.

Further, our Promoter and our Directors are not promoter or director of any other company which is debarred
from accessing or operating in the capital markets or restrained from buying, selling or dealing in securities
under any order or direction passed by SEBI.

Neither our Promoter nor our Directors have been declared as fugitive economic offender under Section 12 of
Fugitive Economic Offenders Act, 2018.

Association of our Directors with the securities markets

None of our Directors are associated with the securities market in any manner.

Prohibition by RBI

Except as disclosed below, neither our Company nor our Promoters and Directors have been categorized or
identified as wilful defaulters by any bank or financial institution or consortium thereof, in accordance with the
guidelines on wilful defaulters issued by the Reserve Bank of India:

Kotak Mahindra Bank had classified our Company and our Promoters as willful defaulters in respect of a loan
availed from it by our Company in the years 2010 and 2011. Thereafter, the said loan was repaid by our
Company and subsequently Kotak Mahindra Bank had issued a no-dues certificate dated April 25, 2012 in
favour of our Company. However, the CIBIL records have not been updated and our Company and our
Promoters are still appearing as willful defaulters in such records.

109
Eligibility for the Issue

Our Company is a listed company, incorporated under Companies Act, 1956. The Equity Shares of our
Company are presently listed on BSE and NSE. We are eligible to undertake the Issue in terms of Chapter III
and other applicable provisions of the SEBI ICDR Regulations. Further, our Company is undertaking this Issue
in compliance with Part B of Schedule VI to the SEBI ICDR Regulations.

Compliance with Regulations 61 and 62 of the SEBI ICDR Regulations

Our Company is in compliance with the conditions specified in Regulations 61 and 62 of the SEBI ICDR
Regulations, to the extent applicable. Further, in relation to compliance with Regulation 62(1)(a) of the SEBI
ICDR Regulations, our Company undertakes to make an application to the Stock Exchanges for listing of the
Rights Equity Shares to be issued pursuant to the Issue. BSE Limited is the Designated Stock Exchange for the
Issue.

Compliance with Clause (1) of Part B of Schedule VI of the SEBI ICDR Regulations

Our Company is in compliance with the provisions specified in Clause (1) of Part B of Schedule VI of SEBI
ICDR Regulations as explained below:

1. Our Company has been filing periodic reports, statements and information in compliance with the SEBI
Listing Regulations, as applicable for the last one year immediately preceding the date of filing of this
Letter of Offer with SEBI & Stock Exchanges;

2. The reports, statements and information referred to above are available on the website of BSE and NSE;
and

3. Our Company has an investor grievance handling mechanism which includes meeting of the Stakeholders’
Relationship Committee at frequent intervals, appropriate delegation of power by our Board as regards
share transfer and clearly laid down systems and procedures for timely and satisfactory redressal of
investor grievances.

As our Company satisfies the conditions specified in Clause (1) of Part B of Schedule VI of SEBI ICDR
Regulations, and given that the conditions specified in Clause (3) of Part B of Schedule VI of SEBI ICDR
Regulations are not applicable to our Company, the disclosures in this Letter of Offer are in terms of Clause (4)
of Part B of Schedule VI of the SEBI ICDR Regulations.

Disclaimer Clause of SEBI

IT IS TO BE DISTINCTLY UNDERSTOOD THAT THE SUBMISSION OF THE DRAFT LETTER OF

OFFER TO SEBI SHOULD NOT, IN ANY WAY BE DEEMED OR CONSTRUED THAT THE SAME
HAS BEEN CLEARED OR APPROVED BY SEBI. SEBI DOES NOT TAKE ANY RESPONSIBILITY
EITHER FOR THE FINANCIAL SOUNDNESS OF ANY SCHEME OR THE PROJECT FOR WHICH
THE ISSUE IS PROPOSED TO BE MADE, OR FOR THE CORRECTNESS OF THE STATEMENTS
MADE OR OPINIONS EXPRESSED IN THE DRAFT LETTER OF OFFER. THE LEAD MANAGER,
VIVRO FINANCIAL SERVICES PRIVATE LIMITED HAS CERTIFIED THAT THE DISCLOSURES
MADE IN THE DRAFT LETTER OF OFFER ARE GENERALLY ADEQUATE AND ARE IN
CONFORMITY WITH SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL
AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2018, AS AMENDED, IN FORCE FOR
THE TIME BEING. THIS REQUIREMENT IS TO FACILITATE INVESTORS TO TAKE AN
INFORMED DECISION FOR MAKING INVESTMENT IN THE PROPOSED ISSUE.

IT SHOULD ALSO BE CLEARLY UNDERSTOOD THAT WHILE OUR COMPANY IS PRIMARILY

RESPONSIBLE FOR THE CORRECTNESS, ADEQUACY AND DISCLOSURE OF ALL RELEVANT
INFORMATION IN THE DRAFT LETTER OF OFFER, THE LEAD MANAGER IS EXPECTED TO
EXERCISE DUE DILIGENCE TO ENSURE THAT OUR COMPANY DISCHARGES ITS
RESPONSIBILITY ADEQUATELY IN THIS BEHALF AND TOWARDS THIS PURPOSE, THE
LEAD MANAGER, VIVRO FINANCIAL SERVICES PRIVATE LIMITED HAS FURNISHED TO
SEBI, A DUE DILIGENCE CERTIFICATE DATED FEBRUARY 27, 2023, WHICH READS AS
FOLLOWS:

110
1. WE HAVE EXAMINED VARIOUS DOCUMENTS INCLUDING THOSE RELATING TO
LITIGATION, INCLUDING COMMERCIAL DISPUTES, PATENT DISPUTES, DISPUTES
WITH COLLABORATORS, ETC. AND OTHER MATERIAL WHILE FINALISING THE DRAFT
LETTER OF OFFER OF THE SUBJECT ISSUE;
2. ON THE BASIS OF SUCH EXAMINATION AND DISCUSSIONS WITH THE COMPANY, ITS
DIRECTORS AND OTHER OFFICERS, OTHER AGENCIES, AND INDEPENDENT
VERIFICATION OF THE STATEMENTS CONCERNING THE OBJECTS OF THE ISSUE,
PRICE JUSTIFICATION, CONTENTS OF THE DOCUMENTS AND OTHER PAPERS
FURNISHED BY THE ISSUER, WE CONFIRM THAT:

a. THE DRAFT LETTER OF OFFER FILED WITH SEBI IS IN CONFORMITY WITH THE
DOCUMENTS, MATERIALS AND PAPERS WHICH ARE MATERIAL TO THE ISSUE;
b. ALL MATERIAL LEGAL REQUIREMENTS RELATING TO THE ISSUE AS SPECIFIED
BY SEBI, THE CENTRAL GOVERNMENT AND ANY OTHER COMPETENT AUTHORITY
IN THIS BEHALF HAVE BEEN DULY COMPLIED WITH; AND

c. THE MATERIAL DISCLOSURES MADE IN THE DRAFT LETTER OF OFFER ARE TRUE
AND ADEQUATE TO ENABLE THE INVESTORS TO MAKE A WELL INFORMED
DECISION AS TO THE INVESTMENT IN THE PROPOSED ISSUE AND SUCH
DISCLOSURES ARE IN ACCORDANCE WITH THE REQUIREMENTS OF THE
COMPANIES ACT, 2013, THE SEBI ICDR REGULATIONS AND OTHER APPLICABLE
LEGAL REQUIREMENTS.

3. BESIDES OURSELVES, ALL INTERMEDIARIES NAMED IN THE DRAFT LETTER OF OFFER

ARE REGISTERED WITH SEBI AND THAT TILL DATE, SUCH REGISTRATION IS VALID-
COMPLIED WITH

4. WE HAVE SATISFIED OURSELVES ABOUT THE CAPABILITY OF THE UNDERWRITERS

TO FULFIL THEIR UNDERWRITING COMMITMENTS – NOT APPLICABLE

5. WRITTEN CONSENT FROM THE PROMOTERS HAS BEEN OBTAINED FOR INCLUSION OF
THEIR SPECIFIED SECURITIES AS PART OF THE PROMOTERS’ CONTRIBUTION
SUBJECT TO LOCK-IN AND THE SPECIFIED SECURITIES PROPOSED TO FORM PART OF
THE PROMOTERS’ CONTRIBUTION SUBJECT TO LOCK-IN SHALL NOT BE DISPOSED OR
SOLD OR TRANSFERRED BY THE PROMOTERS DURING THE PERIOD STARTING FROM
THE DATE OF FILING DRAFT LETTER OF OFFER WITH SEBI TILL THE DATE OF
COMMENCEMENT OF LOCK-IN PERIOD AS STATED IN THE DRAFT LETTER OF OFFER –
NOT APPLICABLE

6. ALL APPLICABLE PROVISIONS OF THE SEBI ICDR REGULATIONS, WHICH RELATE TO

SPECIFIED SECURITIES INELIGIBLE FOR COMPUTATION OF PROMOTERS’
CONTRIBUTION, HAVE BEEN AND SHALL BE DULY COMPLIED WITH AND
APPROPRIATE DISCLOSURES AS TO COMPLIANCE WITH THE SAID REGULATION(S)
HAVE BEEN MADE IN THE DRAFT LETTER OF OFFER – NOT APPLICABLE

7. ALL APPLICABLE PROVISIONS OF SEBI ICDR REGULATIONS, WHICH RELATE TO

RECEIPT OF PROMOTERS’ CONTRIBUTION PRIOR TO OPENING OF THE ISSUE, SHALL
BE COMPLIED WITH. ARRANGEMENTS HAVE BEEN MADE TO ENSURE THAT THE
PROMOTERS’ CONTRIBUTION SHALL BE RECEIVED AT LEAST ONE DAY BEFORE THE
OPENING OF THE ISSUE AND THAT THE AUDITORS’ CERTIFICATE TO THIS EFFECT
SHALL BE DULY SUBMITTED TO SEBI. WE FURTHER CONFIRM THAT ARRANGEMENTS
HAVE BEEN MADE TO ENSURE THAT THE PROMOTERS’ CONTRIBUTION SHALL BE
KEPT IN AN ESCROW ACCOUNT WITH A SCHEDULED COMMERCIAL BANK AND SHALL
BE RELEASED TO THE ISSUER ALONG WITH THE PROCEEDS OF THE ISSUE – NOT
APPLICABLE, BEING A RIGHTS ISSUE

8. NECESSARY ARRANGEMENTS SHALL BE MADE TO ENSURE THAT THE MONIES

111
 RECEIVED PURSUANT TO THE ISSUE ARE CREDITED OR TRANSFERRED TO IN A
SEPARATE BANK ACCOUNT AS PER THE PROVISIONS OF SUB-SECTION (3) OF SECTION
40 OF THE COMPANIES ACT, 2013 AND THAT SUCH MONIES SHALL BE RELEASED BY
THE SAID BANK ONLY AFTER PERMISSION IS OBTAINED FROM ALL THE STOCK
EXCHANGE, AND THAT THE AGREEMENT ENTERED INTO BETWEEN THE BANKERS TO
THE ISSUE AND THE ISSUER SPECIFICALLY CONTAINS THIS CONDITION – NOTED FOR
COMPLIANCE TO THE EXTENT APPLICABLE

9. THE EXISTING BUSINESS AS WELL AS ANY NEW BUSINESS OF THE ISSUER FOR WHICH
THE FUNDS ARE BEING RAISED FALL WITHIN THE ‘MAIN OBJECTS’ IN THE OBJECT
CLAUSE OF THE MEMORANDUM OF ASSOCIATION OR OTHER CHARTER OF THE
ISSUER AND THAT THE ACTIVITIES WHICH HAVE BEEN CARRIED IN THE LAST TEN
YEARS ARE VALID IN TERMS OF THE OBJECT CLAUSE OF THE MEMORANDUM OF
ASSOCIATION – COMPLIED WITH TO THE EXTENT APPLICABLE

10. FOLLOWING DISCLOSURES HAVE BEEN MADE IN THE DRAFT LETTER OF OFFER:

a. AN UNDERTAKING FROM THE ISSUER THAT AT ANY GIVEN TIME, THERE SHALL
BE ONLY ONE DENOMINATION FOR THE EQUITY SHARES OF THE ISSUER,
EXCLUDING SUPERIOR RIGHTS EQUITY SHARES, WHERE AN ISSUER HAS
OUTSTANDING SUPERIOR RIGHTS EQUITY SHARES – COMPLIED WITH (THE
COMPANY HAS NOT ISSUED ANY SUPERIOR RIGHTS EQUITY SHARES); AND
b. AN UNDERTAKING FROM THE COMPANY THAT IT SHALL COMPLY WITH ALL
DISCLOSURE AND ACCOUNTING NORMS SPECIFIED BY THE SEBI – COMPLIED
WITH

11. WE SHALL COMPLY WITH THE REGULATIONS PERTAINING TO ADVERTISEMENTS IN

TERMS OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND
DISCLOSURE REQUIREMENTS) REGULATIONS, 2018 – NOTED FOR COMPLIANCE
12. IF APPLICABLE, THE COMPANY IS ELIGIBLE TO LIST ON THE INNOVATORS GROWTH
PLATFORM IN TERMS OF THE PROVISIONS OF CHAPTER X OF THE SEBI ICDR
REGULATIONS, 2018 – NOT APPLICABLE

THE FILING OF THE DRAFT LETTER OF OFFER DOES NOT, HOWEVER, ABSOLVE THE
ISSUER FROM ANY LIABILITIES UNDER THE COMPANIES ACT OR FROM THE
REQUIREMENT OF OBTAINING SUCH STATUTORY OR OTHER CLEARANCES AS MAY BE
REQUIRED FOR THE PURPOSE OF THE PROPOSED ISSUE. SEBI FURTHER RESERVES THE
RIGHT TO TAKE UP, AT ANY POINT OF TIME, WITH THE LEAD MANAGER ANY
IRREGULARITIES OR LAPSES IN THE DRAFT LETTER OF OFFER.

Disclaimer from our Company and the Lead Manager

Our Company and the Lead Manager accept no responsibility for statements made other than in this Letter of
Offer or in any advertisement or other material issued by our Company or by any other persons at the instance
of our Company and anyone placing reliance on any other source of information would be doing so at their own
risk.

Investors who invest in this Issue will be deemed to have represented to our Company, the Lead Manager and
their respective directors, officers, agents, affiliates and representatives that they are eligible under all applicable
law, rules, regulations, guidelines and approvals to acquire the Rights Equity Shares, and are relying on
independent advice/ evaluation as to their ability and quantum of investment in the Issue.

Cautions

Our Company and the Lead Manager shall make all relevant information available to the Eligible Equity
Shareholders in accordance with the SEBI ICDR Regulations and no selective or additional information would
be available for a section of the Eligible Equity Shareholders in any manner whatsoever, including at
presentations, in research or sales reports, etc., after filing this Letter of Offer.
112
No dealer, salesperson or other person is authorized to give any information or to represent anything not
contained in this Letter of Offer. You must not rely on any unauthorized information or representations. This
Letter of Offer is an offer to sell only the Rights Equity Shares and the Rights Entitlements, but only under
circumstances and in the applicable jurisdictions. Unless otherwise specified, the information contained in this
Letter of Offer is current only as at its date.

Disclaimer in respect of Jurisdiction

This Letter of Offer has been prepared under the provisions of Indian law and the applicable rules and
regulations thereunder. Any disputes arising out of the Issue will be subject to the jurisdiction of the appropriate
court(s) in Bhopal, India only.

Disclaimer Clause of BSE

“BSE Limited (“the Exchange”) has given vide its letter dated March 17, 2023, permission to this Company to
use the Exchange’s name in this Letter of Offer as the stock exchange on which this Company’s securities are
proposed to be listed. The Exchange has scrutinized this letter of offer for its limited internal purpose of
deciding on the matter of granting the aforesaid permission to this Company. The Exchange does not in any
manner:

• Warrant, certify or endorse the correctness or completeness of any of the contents of this letter of offer;
or
• Warrant that this Company’s securities will be listed or will continue to be listed on the Exchange; or
• Take any responsibility for the financial or other soundness of this Company, its promoters, its
management or any scheme or project of this Company;

and it should not for any reason be deemed or construed that this letter of offer has been cleared or approved by
the Exchange. Every person who desires to apply for or otherwise acquires any securities of this Company may
do so pursuant to independent inquiry, investigation and analysis and shall not have any claim against the
Exchange whatsoever by reason of any loss which may be suffered by such person consequent to or in
connection with such subscription/acquisition whether by reason of anything stated or omitted to be stated
herein or for any other reason whatsoever.”

Disclaimer Clause of NSE

“As required, a copy of this letter of offer has been submitted to National Stock Exchange of India Limited
(hereinafter referred to as NSE). NSE has given vide its letter Ref. No. NSE/LIST/34563 dated March 6, 2023
permission to the Issuer to use the Exchange’s name in this letter of offer as one of the stock exchanges on
which this Issuer’s securities are proposed to be listed. The Exchange has scrutinized this letter of offer for its
limited internal purpose of deciding on the matter of granting the aforesaid permission to this Issuer.

It is to be distinctly understood that the aforesaid permission given by NSE should not in any way be deemed or
construed that the letter of offer has been cleared or approved by NSE; nor does it in any manner warrant, certify
or endorse the correctness or completeness of any of the contents of this letter of offer; nor does it warrant that
this Issuer’s securities will be listed or will continue to be listed on the Exchange; nor does it take any
responsibility for the financial or other soundness of this Issuer, its promoters, its management or any scheme or
project of this Issuer.

Every person who desires to apply for or otherwise acquire any securities of this Issuer may do so pursuant to
independent inquiry, investigation and analysis and shall not have any claim against the Exchange whatsoever
by reason of any loss which may be suffered by such person consequent to or in connection with such
subscription /acquisition whether by reason of anything stated or omitted to be stated herein or any other reason
whatsoever.”

Designated Stock Exchange

The Designated Stock Exchange for the purposes of the Issue is BSE Limited.

113
Selling Restrictions

This Letter of Offer is solely for the use of the person who has received it from our Company or from the
Registrar. This Letter of Offer is not to be reproduced or distributed to any other person.

The distribution of this Letter of Offer, Abridged Letter of Offer, Common Application Form and the Rights
Entitlement Letter (“Issue Materials”) and the issue of Rights Entitlements and Equity Shares on a rights basis
to persons in certain jurisdictions outside India is restricted by legal requirements prevailing in those
jurisdictions. Persons into whose possession the Issue Materials may come are required to inform themselves
about and observe such restrictions. Our Company is making this Issue on a rights basis to the Eligible Equity
Shareholders of our Company and will dispatch the Issue Materials only to Eligible Equity Shareholders who
have provided an Indian address to our Company/ Registrar.

No action has been or will be taken to permit the Issue in any jurisdiction, or the possession, circulation, or
distribution of the Issue Material or any other material relating to our Company, the Equity Shares or Rights
Entitlement in any jurisdiction, where action would be required for that purpose, except that this Letter of Offer
has been filed with the Stock Exchanges.

Accordingly, the Rights Entitlement or Equity Shares may not be offered or sold, directly or indirectly, and this
Letter of Offer or any offering materials or advertisements in connection with the Issue or Rights Entitlement
may not be distributed or published in any jurisdiction, except in accordance with legal requirements applicable
in such jurisdiction. Receipt of this Letter of Offer will not constitute an offer in those jurisdictions in which it
would be illegal to make such an offer.

This Letter of Offer and its accompanying documents are being supplied to you solely for your information and
may not be reproduced, redistributed or passed on, directly or indirectly, to any other person or published, in
whole or in part, for any purpose. If this Letter of Offer is received by any person in any jurisdiction where to do
so would or might contravene local securities laws or regulation, or by their agent or nominee, they must not
seek to subscribe to the Equity Shares or the Rights Entitlement referred to in this Letter of Offer. Investors are
advised to consult their legal counsel prior to applying for the Rights Entitlement and Equity Shares or accepting
any provisional allotment of Equity Shares, or making any offer, sale, resale, pledge or other transfer of the
Equity Shares or Rights Entitlement.

Neither the delivery of this Letter of Offer nor any sale hereunder, shall under any circumstances create any
implication that there has been no change in our Company’s affairs from the date hereof or the date of such
information or that the information contained herein is correct as of any time subsequent to this date or the date
of such information. Each person who exercises Rights Entitlements and subscribes for Equity Shares, or who
purchases Rights Entitlements or Equity Shares shall do so in accordance with the restrictions set out below.

THE CONTENTS OF THIS LETTER OF OFFER SHOULD NOT BE CONSTRUED AS BUSINESS,

LEGAL, TAX OR INVESTMENT ADVICE. PROSPECTIVE INVESTORS MAY BE SUBJECT TO
ADVERSE FOREIGN, STATE OR LOCAL TAX OR LEGAL CONSEQUENCES AS A RESULT OF
BUYING OR SELLING OF RIGHTS EQUITY SHARES OR RIGHTS ENTITLEMENTS. AS A
RESULT, EACH INVESTOR SHOULD CONSULT ITS OWN COUNSEL, BUSINESS ADVISOR AND
TAX ADVISOR AS TO THE LEGAL, BUSINESS, TAX AND RELATED MATTERS CONCERNING
THE OFFER OF RIGHTS EQUITY SHARES OR RIGHTS ENTITLEMENTS. IN ADDITION,
NEITHER OUR COMPANY NOR THE LEAD MANAGER NOR ANY OF THEIR RESPECTIVE
AFFILIATES ARE MAKING ANY REPRESENTATION TO ANY OFFEREE OR PURCHASER OF
THE EQUITY SHARES REGARDING THE LEGALITY OF AN INVESTMENT IN THE RIGHTS
EQUITY SHARES BY SUCH OFFEREE OR PURCHASER UNDER ANY APPLICABLE LAWS OR
REGULATIONS.

NO OFFER IN THE UNITED STATES

THE RIGHTS ENTITLEMENTS AND THE RIGHTS EQUITY SHARES HAVE NOT BEEN AND WILL
NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED
(THE “SECURITIES ACT”), OR ANY U.S. STATE SECURITIES LAWS AND MAY NOT BE OFFERED,
SOLD, RESOLD OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES, EXCEPT IN A
TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.
THE RIGHTS ENTITLEMENTS AND EQUITY SHARES REFERRED TO IN THE LETTER OF OFFER
ARE BEING OFFERED IN INDIA, BUT NOT IN THE UNITED STATES. THE OFFERING TO WHICH
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THE LETTER OF OFFER RELATES IS NOT, AND UNDER NO CIRCUMSTANCES IS TO BE
CONSTRUED AS, AN OFFERING OF ANY EQUITY SHARES OR RIGHTS ENTITLEMENTS FOR SALE
IN THE UNITED STATES OR AS A SOLICITATION THEREIN OF AN OFFER TO BUY ANY OF THE
SAID SECURITIES. ACCORDINGLY, LETTER OF OFFER SHOULD NOT BE FORWARDED TO OR
TRANSMITTED IN OR INTO THE UNITED STATES AT ANY TIME.

Accordingly, this Letter of Offer, Abridged Letter of Offer, Rights Entitlement Letter and Application Form
should not be forwarded to or transmitted in or into the United States at any time.

Neither our Company nor any person acting on behalf of our Company will accept subscriptions or renunciation
from any person, or the agent of any person, who appears to be, or who our Company or any person acting on
behalf of our Company has reason to believe, is in the United States when the buy order is made. No payments
for subscribing for the Rights Equity Shares shall be made from US bank accounts and all persons subscribing
for the Rights Equity Shares and wishing to hold such Rights Equity Shares in registered form must provide an
address for registration of the Rights Equity Shares in India.
We, the Registrar, the Lead Manager or any other person acting on behalf of us, reserve the right to treat
as invalid any Application Form which: (i) does not include the certification set out in the Application
Form to the effect that the subscriber does not have a registered address (and is not otherwise located) in
the United States and is authorised to acquire the Rights Entitlements and the Rights Equity Shares in
compliance with all applicable laws and regulations; (ii) appears to us or its agents to have been executed
in, electronically transmitted from or dispatched from the United States; (iii) where a registered Indian
address is not provided; or (iv) where we believe that Application Form is incomplete or acceptance of
such Application Form may infringe applicable legal or regulatory requirements; and we shall not be
bound to allot or issue any Rights Equity Shares in respect of any such Application Form.

Rights Entitlements may not be transferred or sold to any person in the United States.

NO OFFER IN ANY JURISDICTION OUTSIDE INDIA

NO OFFER OR INVITATION TO PURCHASE RIGHTS ENTITLEMENTS OR RIGHTS EQUITY SHARES

IS BEING MADE IN ANY JURISDICTION OUTSIDE OF INDIA, INCLUDING, BUT NOT LIMITED TO
AUSTRALIA, BAHRAIN, CANADA, THE EUROPEAN ECONOMIC AREA, GHANA, HONG KONG,
INDONESIA, JAPAN, KENYA, KUWAIT, MALAYSIA, NEW ZEALAND, SULTANATE OF OMAN,
PEOPLE’S REPUBLIC OF CHINA, QATAR, SINGAPORE, SOUTH AFRICA, SWITZERLAND,
THAILAND, THE UNITED ARAB EMIRATES, THE UNITED KINGDOM AND THE UNITED STATES.
THE OF’ERING TO WHICH THIS LETTER OF OFFER RELATES IS NOT, AND UNDER NO
CIRCUMSTANCES IS TO BE CONSTRUED AS, AN OFFERING OF ANY RIGHTS EQUITY SHARES OR
RIGHTS ENTITLEMENT FOR SALE IN ANY JURISDICTION OUTSIDE INDIA OR AS A SOLICIATION
THEREIN OF AN OFFER TO BUY ANY OF THE SAID SECURITIES. ACCORDINGLY, THIS LETTER
OF OFFER SHOULD NOT BE FORWARDED TO OR TRANSMITTED IN OR INTO ANY OTHER
JURISDICTION AT ANY TIME.

Filing

This Letter of Offer is being filed with the Stock Exchanges i.e., BSE Limited and the National Stock Exchange
of India Limited as per the provisions of the SEBI ICDR Regulations. Further, in terms of SEBI ICDR
Regulations, our Company will simultaneously do an online filing with SEBI through SEBI intermediary portal
at https://siportal.sebi.gov.in in terms of circular (No. SEBI/HO/CFD/DIL 1/CIR/P/2018/011) dated January 19,
2018 issued by the SEBI for record purposes only. Further, in light of the SEBI notification dared March 27,
2020, our Company will submit a copy of this Letter of Offer to the email address: [email protected] for
record purposes only.

Mechanism for Redressal of Investor Grievances

Our Company has adequate arrangements for redressal of investor grievances in compliance with the SEBI
Listing Regulations. We have been registered with the SEBI Complaints Redress System (SCORES) as required
by the SEBI Circular no. CIR/OIAE/2/2011 dated June 3, 2011. Consequently, investor grievances are tracked
online by our Company.

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Our Company has a Stakeholders Relationship Committee which meets at least once a year and as and when
required. Its terms of reference include considering and resolving grievances of Shareholders in relation to
transfer of shares and effective exercise of voting rights.

MAS Services Limited is our Registrar and Share Transfer Agent. All investor grievances received by us have
been handled by the Registrar and Share Transfer Agent in consultation with the Company Secretary and
Compliance Officer.

Investor complaints received by our Company are typically disposed of within 10 days from the receipt of the
complaint.

Investor Grievances arising out of this Issue

Investors may contact the Registrar to the Issue at:

MAS Services Limited

T-34, 2nd Floor, Okhla Industrial Area,
Phase – II, New Delhi -110020, India;
Telephone: +91 11 – 26387281/ 82/83, 4132 0335
Fax: +91 11 – 26387384
Email: [email protected]
Website: www.masserv.com
Investor Grievance Email: [email protected]
SEBI Registration: INR000000049
Contact Person: N.C. Pal

Investors may contact the Company Secretary and Compliance Officer at the below mentioned address for any
pre-Issue / post-Issue related matters such as non-receipt of Letters of Allotment / share certificates / demat
credit / Refund Orders etc.

Om Prakash Singh, is the Company Secretary and Compliance Officer of our Company. His contact details are
set forth hereunder:

Om Prakash Singh
Som Distilleries and Breweries Limited
23, Zone-II, M.P. Nagar,
Bhopal – 462 011, Madhya Pradesh, India.
Telephone: +91 755 4271 271
E-mail: [email protected]

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 SECTION VII – ISSUE RELATED INFORMATION

TERMS OF THE ISSUE

This section is for the information of the Investors proposing to apply in this Issue. Investors should carefully
read the provisions contained in this Letter of Offer, the Abridged Letter of Offer, the Rights Entitlement Letter
and the Common Application Form, before submitting the Common Application Form. Our Company and the
Lead Manager are not liable for any amendments or modifications or changes in applicable laws or
regulations, which may occur after the date of the Letter of Offer. Investors are advised to make their
independent investigation and ensure that the Common Application Form is correctly filled up. Unless
otherwise permitted under the SEBI ICDR Regulations read with SEBI Rights Issue Circulars, Investors
proposing to apply in this Issue can apply only through ASBA.

Investors are requested to note that Application in this Issue can only be made through ASBA.

Please note that in accordance with the provisions of the SEBI Circular SEBI/HO/CFD/DIL2/CIR/P/2020/13
dated January 22, 2020 (“SEBI Rights Issue Circular”), all investors (including renounce) shall make an
application for a rights issue only through ASBA facility.

This section is for the information of the Investors proposing to apply in this Issue. Investors should carefully
read the provisions contained in the Letter of Offer, the Abridged Letter of Offer, the Rights Entitlement Letter
and the Application Form, before submitting the Application Form. Our Company and the Lead Manager are
not liable for any amendments or modifications or changes in applicable laws or regulations, which may occur
after the date of the Letter of Offer. Investors are advised to make their independent investigation and ensure
that the Application Form is accurately filled up in accordance with instructions provided therein and the Letter
of Offer.

Unless otherwise permitted under the SEBI ICDR Regulations read with the SEBI Rights Issue Circular,
Investors proposing to apply in this Issue can apply only through ASBA or by mechanism as disclosed in this
section.

Investors are requested to note that application in this Issue can only be made through ASBA facility, in case of
Eligible Equity Shareholder.

This Issue is proposed to be undertaken on a rights basis and is subject to the terms and conditions contained in
this Letter of Offer, the Abridged Letter of Offer, the Rights Entitlement Letter, the Application Form, and the
Memorandum of Association and the Articles of Association of our Company, the provisions of the Companies
Act, 2013, the FEMA, the FEMA Rules, the SEBI ICDR Regulations, the SEBI Listing Regulations and the
guidelines, notifications, circulars and regulations issued by SEBI, the Government and other statutory and
regulatory authorities from time to time, approvals, if any, from RBI or other regulatory authorities, the terms of
the Listing Agreements entered into by our Company with Stock Exchanges and the terms and conditions as
stipulated in the Allotment Advice or security certificate and rules as may be applicable and introduced from
time to time.

Important:

1. Dispatch and availability of Issue materials:

In accordance with the SEBI ICDR Regulations and the SEBI Rights Issue Circulars, our Company will send /
dispatch at least three days before the Issue Opening Date, the Abridged Letter of Offer, the Rights Entitlement
Letter, Common Application Form and other issue material (“Issue Materials”) only to the Eligible Equity
Shareholders who have provided an Indian address to our Company and who are located in jurisdictions where
the offer and sale of the Rights Entitlement or Rights Equity Shares is permitted under laws of such jurisdiction
and does not result in and may not be construed as, a public offering in such jurisdictions. In case the Eligible
Equity Shareholders have provided their valid e-mail address, the Issue Materials will be sent only to their valid
e-mail address and in case the Eligible Equity Shareholders have not provided their e-mail address, then the
Issue Materials will be dispatched, on a reasonable effort basis, to the Indian addresses provided by them.

Further, the Letter of Offer will be provided by the Registrar on behalf of our Company to the Eligible Equity
Shareholders who have provided their Indian addresses to our Company and who make a request in this regard.
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In case the Eligible Equity Shareholders have provided their valid e-mail address, the Letter of Offer will be sent
only to their valid e-mail address and in case the Eligible Equity Shareholders have not provided their e-mail
address, then the Letter of Offer will be dispatched, on a reasonable effort basis, to the Indian addresses
provided by them.

Investors can access the Letter of Offer, the Abridged Letter of Offer and the Common Application Form
(provided that the Eligible Equity Shareholder is eligible to subscribe for the Rights Equity Shares under
applicable securities laws) on the websites of:

(i) our Company at www.somindia.com;

(ii) the Registrar at www.masserv.com;
(iii) the Lead Manager, i.e., Vivro Financial Services Private Limited at www.vivro.net; and
(iv) the Stock Exchanges at www.bseindia.com and www.nseindia.com;

Eligible Equity Shareholders can obtain the details of their respective Rights Entitlements from the website of
the Registrar (i.e., www.masserv.com) by entering their DP ID and Client ID or Folio Number (in case of
Eligible Equity Shareholders holding Equity Shares in physical form). The link for the same shall also be
available on the website of our Company (i.e., www.somindia.com).

Shareholders who have not received the Application Form may apply, along with the requisite Application
Money, by using the Application Form available on the websites above, or on plain paper, with the same details
as mentioned in the Application Form available online.

Further, our Company will undertake all adequate steps to reach out to the Eligible Equity Shareholders who
have provided their Indian address through other means, as may be feasible. Our Company, the Lead Manager
and the Registrar will not be liable for non-dispatch of physical copies of Issue materials, including the Letter of
Offer, the Abridged Letter of Offer, the Rights Entitlement Letter and the Application Form attributable to the
non-availability of the e-mail addresses of Eligible Equity Shareholders or electronic transmission delays or
failures, or if the Application Forms or the Rights Entitlement Letters are delayed or misplaced in transit.

The distribution of the Letter of Offer, the Abridged Letter of Offer, Common Application Form, the Rights
Entitlement Letter and the issue of Equity Shares on a rights basis to persons in certain jurisdictions outside
India is restricted by legal requirements prevailing in those jurisdictions. No action has been, or will be, taken to
permit this Issue in any jurisdiction where action would be required for that purpose, except that the Letter of
Offer is being filed with SEBI and the Stock Exchanges. Accordingly, the Rights Entitlements and Equity
Shares may not be offered or sold, directly or indirectly, and the Letter of Offer, the Abridged Letter of Offer,
the Rights Entitlement Letter, the Common Application Form or any Issue related materials or advertisements in
connection with this Issue may not be distributed, in any jurisdiction, except in accordance with and as
permitted under the legal requirements applicable in such jurisdiction. Receipt of the Letter of Offer, the
Abridged Letter of Offer, the Rights Entitlement Letter or the Common Application Form (including by way of
electronic means) will not constitute an offer, invitation to or solicitation by anyone in any jurisdiction or in any
circumstances in which such an offer, invitation or solicitation is unlawful or not authorised or to any person to
whom it is unlawful to make such an offer, invitation or solicitation. In those circumstances, the Letter of Offer,
the Abridged Letter of Offer, the Rights Entitlement Letter or the Common Application Form must be treated as
sent for information only and should not be acted upon for making an Application and should not be copied or
re-distributed.

Accordingly, persons receiving a copy of the Letter of Offer, the Abridged Letter of Offer, the Rights
Entitlement Letter or the Common Application Form should not, in connection with the issue of the Equity
Shares or the Rights Entitlements, distribute or send the Letter of Offer, the Abridged Letter of Offer, the Rights
Entitlement Letter or the Common Application Form in or into any jurisdiction where to do so, would, or might,
contravene local securities laws or regulations or would subject our Company or its affiliates or the Lead
Manager or their respective affiliates to any filing or registration requirement (other than in India). If the Letter
of Offer, the Abridged Letter of Offer, the Rights Entitlement Letter or the Common Application Form is
received by any person in any such jurisdiction, or by their agent or nominee, they must not seek to make an
Application or acquire the Rights Entitlements referred to in the Letter of Offer, the Abridged Letter of Offer,
the Rights Entitlement Letter or the Common Application Form. Any person who makes an application to
acquire Rights Entitlements and the Equity Shares offered in the Issue will be deemed to have declared,
represented and warranted that such person is authorized to acquire the Rights Entitlements and the Equity
Shares in compliance with all applicable laws and regulations prevailing in such person’s jurisdiction and India,

118
without requirement for our Company or our affiliates or the Lead Manager or their respective affiliates to make
any filing or registration (other than in India).

2. Facilities for Application in this Issue:

In accordance with Regulation 76 of the SEBI ICDR Regulations, SEBI Rights Issue Circulars and ASBA
Circulars, all Investors desiring to make an Application in this Issue are mandatorily required to use the ASBA
process. Investors should carefully read the provisions applicable to such Applications before making their
Application through ASBA. For details, please refer to the paragraph titled “Procedure for Application through
the ASBA process” on page 128 of this Letter of Offer.

Please note that one single Application Form shall be used by Investors to make Applications for all Rights
Entitlements available in a particular demat account or entire respective portion of the Rights Entitlements in the
demat suspense escrow account in case of resident Eligible Equity Shareholders holding shares in physical form
as on Record Date and applying in this Issue, as applicable. In case of Investors who have provided details of
demat account in accordance with the SEBI ICDR Regulations, such Investors will have to apply for the Rights
Equity Shares from the same demat account in which they are holding the Rights Entitlements and in case of
multiple demat accounts, the Investors are required to submit a separate Application Form for each demat
account.

Investors may accept this Issue and apply for the Rights Equity Shares by submitting the Application Form to
the Designated Branch of the SCSB or online/electronic Application through the website of the SCSBs (if made
available by such SCSB) for authorizing such SCSB to block Application Money payable on the Application in
their respective ASBA Accounts.

Investors are also advised to ensure that the Application Form is correctly filled up stating therein the ASBA
Account in which an amount equivalent to the amount payable on Application as stated in the Application Form
will be blocked by the SCSB. Please note that Applications made with payment using third party bank accounts
are liable to be rejected.

Applicants should note that they should very carefully fill-in their depository account details and PAN in the
Application Form or while submitting application through online/electronic Application through the website of
the SCSBs (if made available by such SCSB). Please note that incorrect depository account details or PAN, or
Application Forms without depository account details shall be treated as incomplete and shall be rejected. For
details see “Terms of the Issue – Grounds for Technical Rejection” on page 137 of the Letter of Offer. Our
Company, the Lead Manager, the Registrar and the SCSBs shall not be liable for any incomplete or incorrect
demat details provided by the Applicants.

Additionally, in terms of Regulation 78 of the SEBI ICDR Regulations, Investors may choose to accept the offer
to participate in this Issue by making plain paper Applications. Please note that SCSBs shall accept such
applications only if all details required for making the application as per the SEBI ICDR Regulations are
specified in the plain paper application. If an Eligible Equity Shareholder makes an Application both in an
Application Form as well as on plain paper, both applications are liable to be rejected. Please note that in terms
of Regulation 78 of the SEBI ICDR Regulations, the Eligible Equity Shareholders who are making the
Application on plain paper shall not be entitled to renounce their Rights Entitlements and should not utilize the
Application Form for any purpose including renunciation even if it is received subsequently. For details, see
“Terms of the Issue – Application by on Plain Paper under ASBA process” on page 131 of the Letter of Offer.

3. Credit of Rights Entitlements in demat accounts of Eligible Equity Shareholders

In accordance with Regulation 77A of the SEBI ICDR Regulations read with the SEBI Rights Issue Circular,
the credit of Rights Entitlements and Allotment of Rights Equity Shares shall be made in dematerialized form
only. Prior to the Issue Opening Date, our Company shall credit the Rights Entitlements to (i) the demat
accounts of the Eligible Equity Shareholders holding the Equity Shares in dematerialized form; and (ii) a demat
suspense escrow account opened by our Company, for the Eligible Equity Shareholders which would comprise
Rights Entitlements relating to (a) Equity Shares held in the account of the IEPF authority; or (b) the demat
accounts of the Eligible Equity Shareholder which are frozen or the Equity Shares which are lying in the
unclaimed suspense account (including those pursuant to Regulation 39 of the SEBI Listing Regulations) or
details of which are unavailable with our Company or with the Registrar on the Record Date; or (c) Equity
Shares held by Eligible Equity Shareholders holding Equity Shares in physical form as on Record Date where
details of demat accounts are not provided by Eligible Equity Shareholders to our Company or Registrar; or (d)
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credit of the Rights Entitlements returned/reversed/failed; or (e) the ownership of the Equity Shares currently
under dispute, including any court proceedings, if any; or (f) non-institutional equity shareholders in the United
States.

In this regard, our Company has made necessary arrangements with CDSL and NSDL for crediting the Rights
Entitlements to the demat accounts of the Eligible Equity Shareholders in a dematerialized form. A separate
ISIN for the Rights Entitlements has also been generated which is INE480C20020. The ISIN for the Rights
Entitlements shall remain frozen (for debit) until the Issue Opening Date. The ISIN for the Rights Entitlements
shall be suspended for transfer by the Depositories post the Issue Closing Date.

Eligible Equity Shareholders are requested to provide relevant details (such as copies of PAN, Bank detail,
Mobile number Email id and nominee detail using ISR-1, SH-13 (which can be downloaded from the website
i.e., www.masserv.com) and ISR-2 (if signature does not matched with our record) and client master sheet of
demat account etc., details / records confirming the legal and beneficial ownership of their respective Equity
Shares) to our Registrar not later than 2 (Two) Working Days prior to the Issue Closing Date, i.e., by Tuesday,
May 9, 2023 to enable the credit of their Rights Entitlements by way of transfer from the demat suspense escrow
account to their demat account at least 1 (One) day before the Issue Closing Date, to enable such Eligible Equity
Shareholders to make an application in this Issue, and this communication shall serve as an intimation to such
Eligible Equity Shareholders in this regard. Such Eligible Equity Shareholders are also requested to ensure that
their demat account, details of which have been provided to our Company or the Registrar account is active to
facilitate the aforementioned transfer.

Additionally, our Company will submit the details of the total Rights Entitlements credited to the demat
accounts of the Eligible Equity Shareholders and the demat suspense escrow account to the Stock Exchanges
after completing the corporate action. The details of the Rights Entitlements with respect to each Eligible Equity
Shareholders can be accessed by such respective Eligible Equity Shareholders on the website of the Registrar
after keying in their respective details along with other security control measures implemented thereat.

PLEASE NOTE THAT CREDIT OF THE RIGHTS ENTITLEMENTS IN THE DEMAT ACCOUNT
DOES NOT, PER SE, ENTITLE THE INVESTORS TO THE RIGHTS EQUITY SHARES AND THE
INVESTORS HAVE TO SUBMIT APPLICATION FOR THE RIGHTS EQUITY SHARES ON OR
BEFORE THE ISSUE CLOSING DATE AND MAKE PAYMENT OF THE APPLICATION MONEY.
FOR DETAILS, SEE “PROCEDURE FOR APPLICATION” ON PAGE 126 OF THE LETTER OF
OFFER.

Other important links and helpline:

The Investors can visit following links for the below-mentioned purposes:

a) Frequently asked questions are available on the website of the Registrar (www.masserv.com) or call
helpline numbers (+91 2638 7281/82/83, 4132 0335) and online/ electronic dedicated investor helpdesk
for guidance on the Application process and resolution of difficulties faced by the Investors:
[email protected]

b) Updation of Indian address/ email address/ mobile number in the records maintained by the Registrar or
our Company: [email protected]

c) Updation of demat account details by Eligible Equity Shareholders holding shares in physical form:
[email protected]

d) Submission of self-attested PAN, client master sheet and demat account details by non- resident Eligible
Equity Shareholders: [email protected]

Renouncees

All rights and obligations of the Eligible Equity Shareholders in relation to Applications and refunds pertaining
to this Issue shall apply to the Renouncee(s) as well.

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Basis for this Issue

The Rights Equity Shares are being offered for subscription for cash to the Eligible Equity Shareholders whose
names appear as beneficial owners as per the list to be furnished by the Depositories in respect of our Equity
Shares held in dematerialised form and on the register of members of our Company in respect of our Equity
Shares held in physical form at the close of business hours on the Record Date, i.e., Friday, April 14, 2023.

Rights Entitlements

As your name appears as a beneficial owner in respect of the issued and paid-up Equity Shares held in
dematerialised form or appears in the register of members of our Company as an Eligible Equity Shareholder in
respect of our Equity Shares held in physical form, as on the Record Date, i.e., Friday, April 14, 2023, you may
be entitled to subscribe to the number of Rights Equity Shares as set out in the Rights Entitlement Letter.

The Registrar will send/dispatch a Rights Entitlement Letter along with the Abridged Letter of Offer and the
Common Application Form to all Eligible Equity Shareholders who have provided an Indian address to our
Company and who are located in jurisdictions where the offer and sale of the Rights Entitlements or Rights
Equity Shares is permitted under laws of such jurisdiction and does not result in and may not be construed as, a
public offering in such jurisdictions, which will contain details of their Rights Entitlements based on their
shareholding as on the Record Date.

Eligible Equity Shareholders can also obtain the details of their respective Rights Entitlements from the website
of the Registrar (i.e., www.masserv.com) by entering their DP ID and Client ID or Folio Number (in case of
Eligible Equity Shareholders holding Equity Shares in physical form). The link for the same shall also be
available on the website of our Company (i.e., www.somindia.com).

Rights Entitlements shall be credited to the respective demat accounts of Eligible Equity Shareholders before the
Issue Opening Date only in dematerialised form. If Eligible Equity Shareholders holding Equity Shares in
physical form as on Record Date, have not provided the details of their demat accounts to our Company or to the
Registrar, they are required to provide their demat account details to our Company or the Registrar not later than
two Working Days prior to the Issue Closing Date, to enable the credit of the Rights Entitlements by way of
transfer from the demat suspense escrow account to their respective demat accounts, at least one day before the
Issue Closing Date. Such Eligible Equity Shareholders holding shares in physical form can update the details of
their respective demat accounts on the website of the Registrar (i.e., www.masserv.com). Such Eligible Equity
Shareholders can make an Application only after the Rights Entitlements is credited to their respective demat
accounts.

Our Company is undertaking this Issue on a rights basis to the Eligible Equity Shareholders and will
send/ dispatch the Letter of Offer, the Abridged Letter of Offer, the Rights Entitlement Letter and the
Common Application Form only to Eligible Equity Shareholders who have provided an Indian address to
our Company or who are located in jurisdictions where the offer and sale of the Rights Equity Shares is
permitted under laws of such jurisdictions. In case such Eligible Equity Shareholders have provided their
valid e-mail address, the Issue Materials will be sent only to their valid e-mail address and in case such
Eligible Equity Shareholders have not provided their e-mail address, then the Issue Materials will be
dispatched, on a reasonable effort basis, to the Indian addresses provided by them. For further details,
see “Notice to Investors” on page 9 of this Letter of Offer.

PRINCIPAL TERMS OF THIS ISSUE

Face Value

Each Rights Equity Share will have the face value of ₹5/-.

Issue Price

Each Rights Equity Share is being offered at a price of ₹140/- per Rights Equity Share (including premium of
₹135/- per Rights Equity Share) in this Issue.

The Issue Price for Rights Equity Shares has been arrived at by our Company in consultation with the Lead
Manager and has been decided prior to the determination of the Record Date, i.e., Friday, April 14, 2023.

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Rights Entitlements Ratio

The Rights Equity Shares are being offered on a rights basis to the Eligible Equity Shareholders in the ratio of
10 (Ten) Rights Equity Shares for every 211 (Two Hundred Eleven) Equity Shares held by the Eligible Equity
Shareholders as on the Record Date i.e., Friday, April 14, 2023.

Renunciation of Rights Entitlements

This Issue includes a right exercisable by Eligible Equity Shareholders to renounce the Rights Entitlements
credited to their respective demat account either in full or in part.

The renunciation from non-resident Eligible Equity Shareholder(s) to resident Indian(s) and vice versa shall be
subject to provisions of FEMA Rules and other circular, directions, or guidelines issued by RBI or the Ministry
of Finance from time to time. However, the facility of renunciation shall not be available to or operate in favour
of an Eligible Equity Shareholders being an erstwhile OCB unless the same is in compliance with the FEMA
Rules and other circular, directions, or guidelines issued by RBI or the Ministry of Finance from time to time.

The renunciation of Rights Entitlements credited in your demat account can be made either by way of On
Market or through off-market transfer. For details, see “Procedure for Renunciation of Rights Entitlements” on
page 129 of this Letter of Offer.

In accordance with SEBI Rights Issue Circulars, the Eligible Equity Shareholders, who hold Equity Shares in
physical form as on Record Date and who have not furnished the details of their demat account to the Registrar
or our Company at least 2 (Two) Working Days prior to the Issue Closing Date, will not be able to renounce
their Rights Entitlements.

Trading of the Rights Entitlements

In accordance with the SEBI Rights Issue Circulars, the Rights Entitlements credited shall be admitted for
trading on the Stock Exchanges under Rights Entitlement ISIN INE480C20020. Prior to the Issue Opening
Date, our Company will obtain the approval from the Stock Exchanges for trading of Rights Entitlements.
Investors shall be able to trade/ transfer their Rights Entitlements either through On Market Renunciation or
through Off Market Renunciation. The trades through On Market Renunciation and Off Market Renunciation
will be settled by transferring the Rights Entitlements through the depository mechanism.

The On Market Renunciation shall take place electronically on the secondary market platform of the Stock
Exchanges on T+1 rolling settlement basis, where T refers to the date of trading. The transactions will be settled
on trade-for-trade basis. The Rights Entitlements shall be tradable in dematerialized form only. The market lot
for trading of Rights Entitlements is One Rights Entitlement.

The On Market Renunciation shall take place only during the Renunciation Period for On Market Renunciation,
i.e., from Wednesday, April 26, 2023 to Monday, May 8, 2023 (both days inclusive). No assurance can be given
regarding the active or sustained On Market Renunciation or the price at which the Rights Entitlements will
trade. Eligible Equity Shareholders are requested to ensure that renunciation through off-market transfer is
completed in such a manner that the Rights Entitlements are credited to the demat account of the Renouncees on
or prior to the Issue Closing Date. For details, see “Procedure for Renunciation of Rights Entitlements – On
Market Renunciation” and “Procedure for Renunciation of Rights Entitlements – Off Market Renunciation” on
pages 130 and 130 respectively, of this Letter of Offer. Once the Rights Entitlements are credited to the demat
account of the Renouncees, application in the Issue could be made until the Issue Closing Date. For details, see
“Procedure for Application” on page 126 of this Letter of Offer.

Please note that the Rights Entitlements which are neither renounced nor subscribed by the Investors on
or before the Issue Closing Date shall lapse and shall be extinguished after the Issue Closing Date.

Terms of Payment

₹140/- per Rights Equity Share (including premium of ₹135/- per Rights Equity Share) shall be payable, in
entirety at the time of making the Application.

Where an Applicant has applied for additional Rights Equity Shares and is Allotted a lesser number of Rights
Equity Shares than applied for, the excess Application Money paid/ blocked shall be refunded/ unblocked. The
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un-blocking of ASBA funds / refund of monies shall be completed be within such period as prescribed under the
SEBI ICDR Regulations. In the event that there is a delay in making refunds beyond such period as prescribed
under applicable law, our Company shall pay the requisite interest at such rate as prescribed under applicable
law.

Fractional Entitlements

The Rights Equity Shares are being offered on a rights basis to existing Eligible Equity Shareholders in the ratio
of 10 (Ten) Rights Equity Shares for every 211 (Two Hundred Eleven) Equity Shares held as on the Record
Date. As per the SEBI Rights Issue Circular, the fractional entitlements are to be ignored. Accordingly, if the
shareholding of any of the Eligible Equity Shareholders is less than 22 (Twenty Two) Equity Shares or is not in
the multiple of 22 (Twenty Two) Equity Shares, the fractional entitlements of such Eligible Equity Shareholders
shall be ignored by rounding down of their Rights Entitlements. However, the Eligible Equity Shareholders
whose fractional entitlements are being ignored, will be given preferential consideration for the Allotment of
one additional Rights Equity Share if they apply for the Additional Rights Equity Shares over and above their
Rights Entitlements, if any, subject to availability of the Rights Equity Shares in this Issue post allocation
towards the Rights Entitlements applied for.

For example, if an Eligible Equity Shareholder holds 22 (Twenty Two) Equity Shares, such Equity Shareholder
will be entitled to 1.042654 Rights Equity Share and will also be given a preferential consideration for the
Allotment of 1 (One) additional Rights Equity Share if such Eligible Equity Shareholder has applied for
additional Rights Equity Shares, over and above his/her Rights Entitlements, subject to availability of Rights
Equity Shares in this Issue post allocation towards Rights Entitlements applied for.

Further, the Eligible Equity Shareholders holding less than 22 (Twenty Two) Equity Shares shall have ‘zero’
entitlement for the Rights Equity Shares. Such Eligible Equity Shareholders are entitled to apply for the
Additional Rights Equity Shares and will be given preference in the Allotment of one Rights Equity Share, if
such Eligible Equity Shareholders apply for the Additional Rights Equity Shares, subject to availability of the
Rights Equity Shares in this Issue post allocation towards the Rights Entitlements applied for. However, they
cannot renounce the same in favour of third parties.

Ranking

The Rights Equity Shares to be issued and Allotted pursuant to this Issue shall be subject to the provisions of the
Letter of Offer, the Abridged Letter of Offer, the Rights Entitlement Letter, the Common Application Form, and
the Memorandum of Association and the Articles of Association, the provisions of the Companies Act, 2013,
FEMA, the SEBI ICDR Regulations, the SEBI Listing Regulations, and the guidelines, notifications and
regulations issued by SEBI, the Government of India and other statutory and regulatory authorities from time to
time, the terms of the Listing Agreements entered into by our Company with the Stock Exchanges and the terms
and conditions as stipulated in the Allotment advice. The Rights Equity Shares to be issued and allotted under
this Issue shall, upon being fully paid up, rank pari passu with the existing Equity Shares, in all respects
including dividends. In respect of the Rights Equity Shares, Investors are entitled to dividend in proportion to
the amount paid up and their voting rights exercisable on a poll shall also be proportional to their respective
share of the paid up equity capital of our Company.

Listing and trading of the Rights Equity Shares to be issued pursuant to this Issue

Subject to receipt of the listing and trading approvals, the Rights Equity Shares proposed to be issued on a rights
basis shall be listed and admitted for trading on the Stock Exchanges. Unless otherwise permitted by the SEBI
ICDR Regulations, the Rights Equity Shares Allotted pursuant to this Issue will be listed as soon as practicable
and all steps for completion of necessary formalities for listing and commencement of trading in the Rights
Equity Shares will be taken within such period prescribed under the SEBI ICDR Regulations. Our Company has
received in-principle approval from the BSE and NSE through letters bearing reference number
LOD/RIGHT/IB/FIP/3230/2022-23 dated March 17, 2023 and reference number NSE/LIST/34563 dated March
6, 2023, respectively.

Our Company will apply to the Stock Exchanges for final approvals for the listing and trading of the Rights
Equity Shares subsequent to their Allotment. No assurance can be given regarding the active or sustained
trading in the Rights Equity Shares or the price at which the Rights Equity Shares offered under this Issue will
trade after the listing thereof.

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For an applicable period, the trading of the Rights Equity Shares would be suspended under the applicable law.
The process of corporate action for crediting the fully paid-up Rights Equity Shares to the Investors’ demat
accounts may take such time as is customary or as prescribed under applicable law from the last date of payment
of the amount.

The existing Equity Shares are listed and traded on BSE (Scrip Code: 507514) and NSE (Symbol: SDBL) under
the ISIN: INE480C01020. The Rights Equity Shares shall be credited to a temporary RE ISIN which will be
frozen until the receipt of the final listing/ trading approvals from the Stock Exchanges. Upon receipt of such
listing and trading approvals, the Rights Equity Shares shall be debited from such temporary RE ISIN and
credited to the new ISIN for the Rights Equity Shares and thereafter be available for trading and the temporary
RE ISIN shall be permanently deactivated in the depository system of CDSL and NSDL.

The listing and trading of the Rights Equity Shares issued pursuant to this Issue shall be based on the current
regulatory framework then applicable. Accordingly, any change in the regulatory regime would affect the listing
and trading schedule.

In case our Company fails to obtain listing or trading permission from the Stock Exchanges, we shall refund
through verifiable means/unblock the respective ASBA Accounts, the entire monies received/blocked within 4
days of receipt of intimation from the Stock Exchanges, rejecting the application for listing of the Rights Equity
Shares, and if any such money is not refunded / unblocked within 4 (Four) days after our Company becomes
liable to repay it, our Company and every Director of our Company who is an officer-in-default shall, on and
from the expiry of the 4th day, be jointly and severally liable to repay that money with interest at rates prescribed
under applicable law.

Subscription to this Issue by our Promoters and our Promoter Group

For details of the intent and extent of subscription by our Promoter and the Promoter Group, see “Capital
Structure – Intention and extent of participation by our Promoters and Promoter Group” on page 16 of this
Letter of Offer.

Rights of Holders of Rights Equity Shares of our Company

Subject to applicable laws, Rights Equity Shareholders shall have the following rights:

a) The right to receive dividend, if declared;

b) The right to vote in person, or by proxy;

c) The right to receive surplus on liquidation;

d) The right to free transferability of Rights Equity Shares;

e) The right to attend general meetings of our Company and exercise voting powers in accordance with law,
unless prohibited / restricted by law; and

f) Such other rights as may be available to a shareholder of a listed public company under the Companies Act,
2013, the Memorandum of Association and the Articles of Association.

Subject to applicable law and Articles of Association, holders of Rights Equity Shares shall be entitled to the
above rights in proportion to amount paid-up on such Rights Equity Shares in this Issue

GENERAL TERMS OF THE ISSUE

Market Lot

The Rights Equity Shares of our Company shall be tradable only in dematerialized form. The market lot for
Rights Equity Shares in dematerialised mode is 1 (One) Equity Share.

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Joint Holders

Where 2 (Two) or more persons are registered as the holders of any Equity Shares, they shall be deemed to hold
the same as the joint holders with the benefit of survivorship subject to the provisions contained in our Articles
of Association. In case of Equity Shares held by joint holders, the Application submitted in physical mode to the
Designated Branch of the SCSBs would be required to be signed by all the joint holders (in the same order as
appearing in the records of the Depository) to be considered as valid for allotment of Rights Equity Shares
offered in this Issue.

Nomination

Nomination facility is available in respect of the Rights Equity Shares in accordance with the provisions of the
Section 72 of the Companies Act, 2013 read with Rule 19 of the Companies (Share Capital and Debenture)
Rules, 2014.

Since the Allotment is dematerialised form, there is no need to make a separate nomination for the Rights Equity
Shares to be Allotted in this Issue. Nominations registered with the respective Depository Participants of the
Investors would prevail. Any Investor holding Equity Shares in dematerialised form and desirous of changing
the existing nomination is requested to inform its Depository Participant.

Arrangements for Disposal of Odd Lots

The Rights Equity Shares shall be traded in dematerialised form only and, therefore, the marketable lot shall be
1 (One) Rights Equity Share and hence, no arrangements for disposal of odd lots are required.

Restrictions on transfer and transmission of shares and on their consolidation/splitting

There are no restrictions on transfer and transmission and on their consolidation/splitting of shares issued
pursuant to this Issue. However, the Investors should note that pursuant to provisions of the SEBI (LODR)
Regulations, with effect from April 1, 2019 and as amended vide SEBI Notification bearing No. SEBI/LAD-
NRO/GN/2022/66 on January 24, 2022, the request for transfer of securities shall not be effected unless the
securities are held in the dematerialized form with a depository. Provided further that transmission or
transposition of securities held in physical or dematerialized form shall be effected only in dematerialized form.

Notices

In accordance with the SEBI (ICDR) Regulations and the SEBI Rights Issue Circulars, our Company will send /
dispatch the Abridged Letter of Offer, the Rights Entitlement Letter, Common Application Form and other issue
materials only to the Eligible Equity Shareholders who have provided an Indian address to our Company and
who are located in jurisdictions where the offer and sale of the Rights Entitlement or Rights Equity Shares is
permitted under laws of such jurisdiction and does not result in and may not be construed as, a public offering in
such jurisdictions. In case the Eligible Equity Shareholders have provided their valid e-mail address, the Issue
Materials will be sent only to their valid e-mail address and in case the Eligible Equity Shareholders have not
provided their e-mail address, then the Issue Materials will be dispatched, on a reasonable effort basis, to the
Indian addresses provided by them.

Further, the Letter of Offer will be provided by the Registrar on behalf of our Company to the Eligible Equity
Shareholders who have provided their Indian addresses to our Company and who have make a request in this
regard. In case the Eligible Equity Shareholders have provided their valid e-mail address, the Letter of Offer will
be sent only to their valid e-mail address and in case the Eligible Equity Shareholders have not provided their e-
mail address, then the Letter of Offer will be dispatched, on a reasonable effort basis, to the Indian addresses
provided by them.

All notices to the Eligible Equity Shareholders required to be given by our Company shall be published in (i)
one English language national daily newspaper with wide circulation; (ii) one Hindi language national daily
newspaper with wide circulation; (Hindi being the regional language of New Delhi where our Registered Office
is situated) and/or, will be sent by post or electronic transmission or other permissible mode to the addresses of
the Eligible Equity Shareholders provided to our Company. This Letter of Offer, the Abridged Letter of Offer
and the Common Application Form shall also be submitted with the Stock Exchanges for making the same
available on their websites.

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Offer to Non-Resident Eligible Equity Shareholders/Investors

As per Rule 7 of the FEMA Rules, the RBI has given general permission to Indian companies to issue rights
equity shares to non-resident shareholders including additional rights equity shares. Further, as per the Master
Direction on Foreign Investment in India dated January 4, 2018 issued by the RBI, non-residents may, amongst
other things, (i) subscribe for additional shares over and above their Rights Entitlements; (ii) renounce the shares
offered to them either in full or part thereof in favour of a person named by them; or (iii) apply for the shares
renounced in their favour. Applications received from NRIs and non-residents for allotment of Rights Equity
Shares shall be, amongst other things, subject to the conditions imposed from time to time by the RBI under
FEMA in the matter of Application, refund of Application Money, Allotment of Rights Equity Shares and issue
of Rights Entitlement Letters/ letters of Allotment/Allotment advice. If a non-resident or NRI Investor has
specific approval from RBI, in connection with his shareholding in our Company, such person should enclose a
copy of such approval with the Application details and send it to the Registrar by email on
[email protected] or physically/postal means at the address of the Registrar MAS Services Limited, T-34,
2nd Floor, Okhla Industrial Area, Phase – II, New Delhi – 110 020. It will be the sole responsibility of the
investors to ensure that the necessary approval from the RBI or the governmental authority is valid in order to
make any investment in the Issue and the Lead Manager and our Company will not be responsible for any such
allotments made by relying on such approvals.

The Abridged Letter of Offer, the Rights Entitlement Letter and Common Application Form shall be
sent/dispatched to the email addresses and Indian addresses of non-resident Eligible Equity Shareholders, on a
reasonable effort basis, who have provided an Indian address to our Company and are located in jurisdictions
where the offer and sale of the Rights Equity Shares is permitted under laws of such jurisdictions and does not
result in and may not be construed as, a public offering in such jurisdictions. Investors can access the Letter of
Offer, the Abridged Letter of Offer and the Common Application Form (provided that the Eligible Equity
Shareholder is eligible to subscribe for the Rights Equity Shares under applicable securities laws) from the
websites of the Registrar, our Company and the Lead Manager and the Stock Exchanges. Our Board may at its
absolute discretion, agree to such terms and conditions as may be stipulated by the RBI while approving the
Allotment. The Rights Equity Shares purchased by non-residents shall be subject to the same conditions
including restrictions in regard to their patriation as are applicable to the original Equity Shares against which
Rights Equity Shares are issued on rights basis.

In case of change of status of holders, i.e., from resident to non-resident, a new demat account must be opened.
Any Application from a demat account which does not reflect the accurate status of the Applicant is liable to be
rejected at the sole discretion of our Company and the Lead Manager.

Please also note that pursuant to Circular No. 14 dated September 16, 2003 issued by RBI, OCBs have been
derecognized as an eligible class of investors and RBI has subsequently issued the Foreign Exchange
Management (Withdrawal of General Permission to Overseas Corporate Bodies (OCBs)) Regulations, 2003.
Any Investor being an OCB is required not to be under the adverse notice of RBI and to obtain prior approval
from RBI for applying in this Issue as an incorporated non-resident must do so in accordance with the FDI
Circular 2020 and FEMA Rules.

PROCEDURE FOR APPLICATION

How to Apply

In accordance with Regulation 76 of the SEBI ICDR Regulations, SEBI Rights Issue Circulars and ASBA
Circulars, all Investors desiring to make an Application in this Issue are mandatorily required to use the
ASBA process. Investors should carefully read the provisions applicable to such Applications before
making their Application through ASBA.

For details of procedure for application by the resident Eligible Equity Shareholders holding Equity Shares in
physical form as on the Record Date, i.e., Friday, April 14, 2023 see “Procedure for Application by Eligible
Equity Shareholders holding Equity Shares in physical form” on page 133 of this Letter of Offer.

The Lead Manager, our Company, its directors, its employees, affiliates, associates and their respective
directors and officers and the Registrar shall not take any responsibility for acts, mistakes, errors,
omissions and commissions etc. in relation to Applications accepted by SCSBs, Applications uploaded by
SCSBs, Applications accepted but not uploaded by SCSBs or Applications accepted and uploaded without
blocking funds in the ASBA Accounts.
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Common Application Form

The Common Application Form for the Rights Equity Shares offered as part of this Issue would be sent/
dispatched (i) only to email address of the resident Eligible Equity Shareholders who have provided their email
address; (ii) only to the Indian addresses of the resident Eligible Equity Shareholders, on a reasonable effort
basis, who have not provided a valid email address to our Company; (iii) only to the Indian addresses of the
non-resident Eligible Equity Shareholders, on a reasonable effort basis, who have provided an Indian address to
our Company and are located in jurisdictions where the offer and sale of the Rights Equity Shares is permitted
under laws of such jurisdictions. The Common Application Form along with the Abridged Letter of Offer and
the Rights Entitlement Letter shall be sent/ dispatched at least three days before the Issue Opening Date. The
Renouncees and Eligible Equity Shareholders who have not received the Common Application Form can
download the same from the website of the Registrar, our Company, the Lead Manager or Stock Exchanges.

In case of non-resident Eligible Equity Shareholders, the Common Application Form along with the Abridged
Letter of Offer and the Rights Entitlement Letter shall be sent through email to email address if they have
provided an Indian address to our Company or who are located in jurisdictions where the offer and sale of the
Rights Equity Shares is permitted under laws of such jurisdictions and does not result in and may not be
construed as, a public offering in such jurisdictions.

Please note that neither our Company nor the Registrar nor the Lead Manager shall be responsible for
delay in the receipt of the Letter of Offer, the Abridged Letter of Offer, the Rights Entitlement Letter or
the Common Application Form attributable to non-availability of the email addresses of Eligible Equity
Shareholders or electronic transmission delays or failures, or if the Common Application Forms or the
Rights Entitlement Letters are delayed or misplaced in the transit or there is a delay in physical delivery
(where applicable).

To update the respective email addresses/ mobile numbers in the records maintained by the Registrar or our
Company, Eligible Equity Shareholders should visit www.masserv.com . Investors can access this Letter of
Offer, the Abridged Letter of Offer and the Common Application Form (provided that the Eligible Equity
Shareholder is eligible to subscribe for the Rights Equity Shares under applicable securities laws) from the
websites of:

(i) our Company at www.somindia.com;

(ii) the Registrar at www.masserv.com;
(iii) the Lead Manager, i.e., Vivro Financial Services Private Limited www.vivro.net; and
(iv) the Stock Exchanges www.bseindia.com and www.nseindia.com;

The Eligible Equity Shareholders can obtain the details of their respective Rights Entitlements from the website
of the Registrar (i.e., www.masserv.com) by entering their DP ID and Client ID or Folio Number (in case of
resident Eligible Equity Shareholders holding Equity Shares in physical form). The link for the same shall also
be available on the website of our Company (i.e., www.somindia.com).

The Common Application Form can be used by the Investors, Eligible Equity Shareholders as well as the
Renouncees, to make Applications in this Issue, based on the Rights Entitlement credited in their respective
demat accounts. Please note that one single Common Application Form shall be used by the Investors to make
Applications for all Rights Entitlements available in a particular demat account. In case of Investors who have
provided details of demat account in accordance with the SEBI ICDR Regulations, such Investors will have to
apply for the Rights Equity Shares from the same demat account in which they are holding the Rights
Entitlements and in case of multiple demat accounts, the Investors are required to submit a separate Common
Application Form for each demat account.

Investors may accept this Issue and apply for the Rights Equity Shares by submitting the Common Application
Form to the Designated Branch of the SCSB or online/electronic Application through the website of the SCSBs
(if made available by such SCSB) for authorising such SCSB to block Application Money payable on the
Application in their respective ASBA Accounts

Please note that Applications made with payment using third party bank accounts are liable to be
rejected.

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Investors are also advised to ensure that the Common Application Form is correctly filled up stating therein, the
ASBA Account (in case of Application through ASBA process) in which an amount equivalent to the amount
payable on Application as stated in the Common Application Form will be blocked by the SCSB.

Applicants should note that they should very carefully fill-in their depository account details and PAN
number in the Common Application Form or while submitting application through online/electronic
Application through the website of the SCSBs (if made available by such SCSB). Incorrect depository
account details or PAN number could lead to rejection of the Application. For details see “- Grounds for
Technical Rejection” on page 137 of this Letter of Offer. Our Company, the Lead Manager, the Registrar
and the SCSB shall not be liable for any incorrect demat details provided by the Applicants.

Additionally, in terms of Regulation 78 of the SEBI ICDR Regulations, Investors may choose to accept the offer
to participate in this Issue by making plain paper Applications. Please note that Eligible Equity Shareholders
making an application in this Issue by way of plain paper applications shall not be permitted to renounce any
portion of their Rights Entitlements. For details, see “Application on Plain Paper under ASBA process” on page
131 of this Letter of Offer.

Options available to the Eligible Equity Shareholders

The Rights Entitlement Letter will clearly indicate the number of Rights Equity Shares that the Eligible Equity
Shareholder is entitled to.

If the Eligible Equity Shareholder applies in this Issue, then such Eligible Equity Shareholder can:

(i) apply for its Rights Equity Shares to the full extent of its Rights Entitlements; or

(ii) apply for its Rights Equity Shares to the extent of part of its Rights Entitlements (without renouncing the
other part); or

(iii) apply for Rights Equity Shares to the extent of part of its Rights Entitlements and renounce the other part of
its Rights Entitlements; or

(iv) apply for its Rights Equity Shares to the full extent of its Rights Entitlements and apply for additional
Rights Equity Shares; or

(v) renounce its Rights Entitlements in full.

Procedure for Application through the ASBA process

An investor, wishing to participate in this Issue through the ASBA facility, is required to have an ASBA enabled
bank account with an SCSB, prior to making the Application. Investors desiring to make an Application in this
Issue through ASBA process, may submit the Common Application Form to the Designated Branch of the
SCSB or online/electronic Application through the website of the SCSBs (if made available by such SCSB) for
authorising such SCSB to block Application Money payable on the Application in their respective ASBA
Accounts.

Investors should ensure that they have correctly submitted the Common Application Form, or have otherwise
provided an authorisation to the SCSB, via the electronic mode, for blocking funds in the ASBA Account
equivalent to the Application Money mentioned in the Common Application Form, as the case may be, at the
time of submission of the Application.

Self-Certified Syndicate Banks

For the list of banks which have been notified by SEBI to act as SCSBs for the ASBA process, please refer to
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=34. For details on
Designated Branches of SCSBs collecting the Common Application Form, please refer the above-mentioned
link.

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Please note that subject to SCSBs complying with the requirements of SEBI Circular No.
CIR/CFD/DIL/13/2012 dated September 25, 2012 within the periods stipulated therein, ASBA
Applications may be submitted at the Designated Branches of the SCSBs, in case of Applications made
through ASBA facility.

The Company, its directors, employees, affiliates, associates and their respective directors and officers, the Lead
Manager and the Registrar shall not take any responsibility for acts, mistakes, errors, omissions, and
commissions etc., in relation to Applications accepted by SCSBs, Applications uploaded by SCSBs,
Applications accepted but not uploaded by SCSBs or Applications accepted and uploaded without blocking
funds in the ASBA Accounts.

Acceptance of this Issue

Investors may accept this Issue and apply for the Rights Equity Shares (i) by submitting the Common
Application Form to the Designated Branch of the SCSB or online/electronic Application through the website of
the SCSBs (if made available by such SCSB) for authorising such SCSB to block Application Money payable
on the Application in their respective ASBA Accounts. Please note that on the Issue Closing Date for
Applications through ASBA process will be uploaded until 5.00 p.m. (Indian Standard Time) or such extended
time as permitted by the Stock Exchanges.

Applications submitted to anyone other than the Designated Branches of the SCSB are liable to be
rejected.

Investors can also make Application on plain paper under ASBA process mentioning all necessary details as
mentioned under the section “Application on Plain Paper under ASBA process” on page 131 of this Letter of
Offer.

Additional Rights Equity Shares

Investors are eligible to apply for additional Rights Equity Shares over and above their Rights Entitlements,
provided that they are eligible to apply for Rights Equity Shares under applicable law and they have applied for
all the Rights Equity Shares forming part of their Rights Entitlements without renouncing them in whole or in
part. Where the number of additional Rights Equity Shares applied for exceeds the number available for
Allotment, the Allotment would be made as per the Basis of Allotment finalised in consultation with the
Designated Stock Exchange. Applications for additional Rights Equity Shares shall be considered and Allotment
shall be made in accordance with the SEBI ICDR Regulations and in the manner prescribed under the section
“Basis of Allotment” on page 142 of this Letter of Offer.

Eligible Equity Shareholders who renounce their Rights Entitlements cannot apply for additional Rights
Equity Shares.

Non-resident Renouncees who are not Eligible Equity Shareholders cannot apply for additional Rights Equity
Shares.

Resident Eligible Equity Shareholders who hold Equity Shares in physical form as on the Record Date cannot
renounce until the details of their demat account are provided to our Company or the Registrar and the
dematerialized Rights Entitlements are transferred from suspense escrow demat account to the respective demat
accounts of such Eligible Equity Shareholders within prescribed timelines. However, Such Eligible Equity
Shareholders, where the dematerialized Rights Entitlements are transferred from the suspense escrow demat
account to the respective demat accounts within prescribed timelines, can apply for additional Rights Equity
Shares while submitting the Application through ASBA process.

Procedure for Renunciation of Rights Entitlements

The Eligible Equity Shareholders may renounce the Rights Entitlements, credited to their respective demat
accounts, either in full or in part (a) by using the secondary market platform of the Stock Exchanges; or (b)
through an off-market transfer, during the Renunciation Period. The Investors should have the demat Rights
Entitlements credited/lying in his/ her own demat account prior to the renunciation. The trades through On
Market Renunciation and Off Market Renunciation will be settled by transferring the Rights Entitlements
through the depository mechanism.

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Investors may be subject to adverse foreign, state or local tax or legal consequences as a result of trading in the
Rights Entitlements. Investors who intend to trade in the Rights Entitlements should consult their tax advisor or
stock broker regarding any cost, applicable taxes, charges and expenses (including brokerage) that may be
levied for trading in Rights Entitlements.

Please note that the Rights Entitlements which are neither renounced nor subscribed by the Investors on or
before the Issue Closing Date shall lapse and shall be extinguished after the Issue Closing Date.

The Lead Manager and our Company accept no responsibility to bear or pay any cost, applicable taxes, charges
and expenses (including brokerage), and such costs will be incurred solely by the Investors.

On Market Renunciation

The Eligible Equity Shareholders may renounce the Rights Entitlements, credited to their respective demat
accounts by trading/selling them on the secondary market platform of the Stock Exchanges through a registered
stock-broker in the same manner as the existing Equity Shares of our Company.

In this regard, in terms of provisions of the SEBI ICDR Regulations and the SEBI Rights Issue Circular, the
Rights Entitlements credited to the respective demat accounts of the Eligible Equity Shareholders shall be
admitted for trading on the Stock Exchanges under ISIN INE480C20020 subject to requisite approvals. Prior to
the Issue Opening Date, our Company will obtain the approval from the Stock Exchanges for trading of Rights
Entitlements. No assurance can be given regarding the active or sustained On Market Renunciation or the price
at which the Rights Entitlements will trade. The details for trading in Rights Entitlements will be as specified by
the Stock Exchanges from time to time.

The Rights Entitlements are tradable in dematerialized form only. The market lot for trading of Rights
Entitlements is one Rights Entitlements.

The On Market Renunciation shall take place only during the Renunciation Period for On Market Renunciation,
i.e., from Wednesday, April 26, 2023 to Monday, May 8, 2023 (both days inclusive).

The Investors holding the Rights Entitlements who desire to sell their Rights Entitlements will have to do so
through their registered stock-brokers by quoting the ISIN INE480C20020 and indicating the details of the
Rights Entitlements they intend to trade. The Investors can place order for sale of Rights Entitlements only to
the extent of Rights Entitlements available in their demat account.

The On Market Renunciation shall take place electronically on secondary market platform of Stock Exchanges
under automatic order matching mechanism and on ‘T+1 rolling settlement basis’, where ‘T’ refers to the date
of trading. The transactions will be settled on trade-for-trade basis. Upon execution of the order, the stock-
broker will issue a contract note in accordance with the requirements of the Stock Exchanges and SEBI.

Off Market Renunciation

The Eligible Equity Shareholders may renounce the Rights Entitlements, credited to their respective demat
accounts by way of an off-market transfer through a depository participant. The Rights Entitlements can be
transferred in dematerialised form only.

Eligible Equity Shareholders are requested to ensure that renunciation through off-market transfer is completed
in such a manner that the Rights Entitlements are credited to the demat account of the Renouncees on or prior to
the Issue Closing Date to enable Renouncees to subscribe to the Equity Shares in the Issue.

The Investors holding the Rights Entitlements who desire to transfer their Rights Entitlements will have to do so
through their depository participant by issuing a delivery instruction slip quoting the ISIN INE480C20020, the
details of the buyer and the details of the Rights Entitlements they intend to transfer. The buyer of the Rights
Entitlements (unless already having given a standing receipt instruction) has to issue a receipt instruction slip to
their depository participant. The Investors can transfer Rights Entitlements only to the extent of Rights
Entitlements available in their demat account.

The instructions for transfer of Rights Entitlements can be issued during the working hours of the depository
participants.

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The detailed rules for transfer of Rights Entitlements through off-market transfer shall be as specified by the
CDSL and NSDL from time to time.

Application on Plain Paper under ASBA process

An Eligible Equity Shareholder in India who is eligible to apply under the ASBA process may make an
Application to subscribe to this Issue on plain paper in case of non-receipt of Application Form as detailed
above. In such cases of non-receipt of the Application Form through e-mail or physical delivery (where
applicable) and the Eligible Equity Shareholder not being in a position to obtain it from any other source may
make an Application to subscribe to this Issue on plain paper with the same details as per the Application Form
that is available on the websites of the Registrar, Stock Exchanges or the Lead Manager. An Eligible Equity
Shareholder shall submit the plain paper Application to the Designated Branch of the SCSB authorizing such
SCSB to block Application Money in the said bank account maintained with the same SCSB. Applications on
plain paper will not be accepted from any address outside India.

Additionally, in terms of Regulation 78 of the SEBI ICDR Regulations, Investors may choose to accept the offer
to participate in this Issue by making plain paper Applications. Please note that SCSBs shall accept such
applications only if all details required for making the application as per the SEBI ICDR Regulations are
specified in the plain paper application. If an Eligible Equity Shareholder makes an Application both in an
Application Form as well as on plain paper, both applications are liable to be rejected.

Please note that in terms of Regulation 78 of the SEBI ICDR Regulations, the Eligible Equity Shareholders who
are making the Application on plain paper shall not be entitled to renounce their Rights Entitlements and should
not utilize the Application Form for any purpose including renunciation even if it is received subsequently.

The Application on plain paper, duly signed by the Eligible Equity Shareholder including joint holders, in the
same order and as per specimen recorded with his/her bank, must reach the office of the Designated Branch of
the SCSB before the Issue Closing Date and should contain the following particulars:

1. Name of our Company, being; Som Distilleries and Breweries Limited

2. Name and address of the Eligible Equity Shareholder including joint holders (in the same order and as per
specimen recorded with our Company or the Depository);

3. Folio Number (in case of Eligible Equity Shareholders who hold Equity Shares in physical form as on
Record Date) / DP and Client ID;

4. Except for Applications on behalf of the Central or State Government, the residents of Sikkim and the
officials appointed by the courts, PAN of the Eligible Equity Shareholder and for each Eligible Equity
Shareholder in case of joint names, irrespective of the total value of the Rights Equity Shares applied for
pursuant to this Issue;

5. Number of Equity Shares held as on Record Date;

6. Allotment option - only dematerialised form;

7. Number of Rights Equity Shares entitled to;

8. Number of Rights Equity Shares applied for within the Rights Entitlements;

9. Number of Additional Rights Equity Shares applied for, if any (applicable only if entire Rights Entitlements
have been applied for);

10. Total number of Rights Equity Shares applied for;

11. Total amount paid at the rate of ₹140 per Rights Equity Share;

12. Details of the ASBA Account such as the SCSB account number, name, address and branch of the relevant
SCSB;

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 13. In case of non-resident Eligible Equity Shareholders making an application with an Indian address, details
of the NRE/FCNR/NRO account such as the account number, name, address and branch of the SCSB with
which the account is maintained;

14. Authorisation to the Designated Branch of the SCSB to block an amount equivalent to the Application
Money in the ASBA Account;

15. Signature of the Eligible Equity Shareholder (in case of joint holders, to appear in the same sequence and
order as they appear in the records of the SCSB);

16. An approval obtained from any regulatory authority, if required, shall be obtained by the Eligible Equity
Shareholders and a copy of such approval from any regulatory authority, as may be required, shall be sent
to the Registrar at [email protected]; and

17. All such Eligible Equity Shareholders are deemed to have accepted the following:

“I/ We understand that neither the Rights Entitlements nor the Rights Equity Shares have been, or will be,
registered under the U.S. Securities Act of 1933, as amended (U.S. Securities Act), or any United States state
securities laws, and may not be offered, sold, resold or otherwise transferred within the United States or to the
territories or possessions thereof (United States), except pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the U.S. Securities Act. I/ we understand the Rights Equity Shares
referred to in this application are being offered and sold only in offshore transactions outside the United States
in compliance with Regulation S under the U.S. Securities Act (Regulation S) to existing shareholders who are
located in jurisdictions where such offer and sale of the Rights Equity Shares is permitted under laws of such
jurisdictions. I/ we understand that the Issue is not, and under no circumstances is to be construed as, an
offering of any Rights Equity Shares or Rights Entitlements for sale in the United States, or as a solicitation
therein of an offer to buy any of the said Rights Equity Shares or Rights Entitlements in the United States. I/ we
confirm that I am/ we are (a) not in the United States and eligible to subscribe for the Rights Equity Shares
under applicable securities laws, (b) complying with laws of jurisdictions applicable to such person in
connection with the Issue, and (c) understand that neither the Company, nor the Registrar, the Lead Manager or
any other person acting on behalf of the Company will accept subscriptions from any person, or the agent of
any person, who appears to be, or who the Company, the Registrar, the Lead Manager or any other person
acting on behalf of the Company have reason to believe is in the United States or is outside of India and
ineligible to participate in this Issue under the securities laws of their jurisdiction.

I/ We will not offer, sell or otherwise transfer any of the Rights Equity Shares which may be acquired by us in
any jurisdiction or under any circumstances in which such offer or sale is not authorized or to any person to
whom it is unlawful to make such offer, sale or invitation. I/ We satisfy, and each account for which I/ we are
acting satisfies, (a) all suitability standards for investors in investments of the type subscribed for herein
imposed by the jurisdiction of my/our residence, and (b) is eligible to subscribe and is subscribing for the Rights
Equity Shares and Rights Entitlements in compliance with applicable securities and other laws of our
jurisdiction of residence.

I/we hereby make the representations, warranties, acknowledgments and agreements set forth in “Restrictions
on Purchases and Resales” on page 149 of this Letter of Offer.

I/ We understand and agree that the Rights Entitlements and Rights Equity Shares may not be reoffered, resold,
pledged or otherwise transferred except in an offshore transaction in accordance with Regulation S to a person
outside the United States.

I/ We acknowledge that we, the Company, the Lead Manager, its affiliates and others will rely upon the truth
and accuracy of the foregoing representations and agreements.”

In cases where Multiple Application Forms are submitted for Applications pertaining to Rights Entitlements
credited to the same demat account or in demat suspense escrow account, as applicable, including cases where
an Investor submits Application Forms along with a plain paper Application, such Applications shall be liable to
be rejected.

Investors are requested to strictly adhere to these instructions. Failure to do so could result in an Application
being rejected, with our Company, the Lead Manager and the Registrar not having any liability to the Investor.

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The plain paper Application format will be available on the website of the Registrar at www.masserv.com. Our
Company, the Lead Manager and the Registrar shall not be responsible if the Applications are not uploaded by
the SCSB or funds are not blocked in the Investors’ ASBA Accounts on or before the Issue Closing Date.

Procedure for Application by Eligible Equity Shareholders holding Equity Shares in physical form

Please note that in accordance with Regulation 77A of the SEBI ICDR Regulations read with the SEBI Rights
Issue Circular, the credit of Rights Entitlements and Allotment of Equity Shares shall be made in dematerialised
form only. Accordingly, Eligible Equity Shareholders holding Equity Shares in physical form as on Record Date
and desirous of subscribing to Rights Equity Shares in this Issue are advised to furnish details of their demat
account to the Registrar or our Company at least 2 (Two) Working Days prior to the Issue Closing Date, to
enable the credit of their Rights Entitlements by way of transfer from the demat suspense escrow account to
their respective demat accounts, at least 1 day before the Issue Closing Date. If demat account details are not
provided by the Eligible Equity Shareholders holding Equity Shares in physical form to the Registrar or our
Company by the date mentioned above, such shareholders will not be allotted any Rights Equity Shares, nor
such Rights Equity Shares be kept in suspense account on behalf of such shareholder.

Prior to the Issue Opening Date, the Rights Entitlements of those resident Eligible Equity Shareholders, among
others, who hold Equity Shares in physical form, and whose demat account details are not available with our
Company or the Registrar, shall be credited in a demat suspense escrow account opened by our Company. In the
event, the relevant details of the demat accounts of such Eligible Equity Shareholders are not received during
the Issue Period, then their Rights Entitlements kept in the suspense escrow demat account shall lapse.

Eligible Equity Shareholders, who hold Equity Shares in physical form as on Record Date and who have opened
their demat accounts after the Record Date, shall adhere to following procedure for participating in this Issue:

1. The Eligible Equity Shareholders shall send form ISR-1, SH-13 (which can be download from website i.e.,
www.masserv.com) and ISR-2 (if signature does not matched with RTA record) the Registrar either by e-
mail(with digital sign), post, speed post, courier, or hand delivery so as to reach to the Registrar no later than
2 (Two) Working Days prior to the Issue Closing Date;

2. The Registrar shall, after verifying the details of such demat account, transfer the Rights Entitlements of
such Eligible Equity Shareholders to their demat accounts at least 1 (One) day before the Issue Closing Date;
and

3. The remaining procedure for Application shall be same as set out in “Procedure for Application through the
ASBA process” on page 128 of this Letter of Offer.

Resident Eligible Equity Shareholders who hold Equity Shares in physical form as on the Record Date will not
be allowed renounce their Rights Entitlements in the Issue. However, such Eligible Equity Shareholders, where
the dematerialized Rights Entitlements are transferred from the suspense escrow demat account to the respective
demat accounts within prescribed timelines, can apply for additional Equity Shares while submitting the
Application through ASBA process.

PLEASE NOTE THAT NON-RESIDENT ELIGIBLE EQUITY SHAREHOLDERS, WHO HOLD

EQUITY SHARES IN PHYSICAL FORM AS ON RECORD DATE, i.e., FRIDAY, APRIL 14, 2023 AND
WHO HAVE NOT FURNISHED THE DETAILS OF THEIR RESPECTIVE DEMAT ACCOUNTS TO
THE REGISTRAR OR OUR COMPANY AT LEAST TWO WORKING DAYS PRIOR TO THE ISSUE
CLOSING DATE, SHALL NOT BE ELIGIBLE TO MAKE AN APPLICATION FOR RIGHTS
EQUITY SHARES AGAINST THEIR RIGHTS ENTITLEMENTS WITH RESPECT TO THE EQUITY
SHARES HELD IN PHYSICAL FORM.

Allotment of the Rights Equity Shares in Dematerialized Form

PLEASE NOTE THAT THE EQUITY SHARES APPLIED FOR IN THIS ISSUE CAN BE ALLOTTED
ONLY IN DEMATERIALIZED FORM AND TO THE SAME DEPOSITORY ACCOUNT IN WHICH
OUR EQUITY SHARES ARE HELD BY SUCH INVESTOR ON THE RECORD DATE. FOR
DETAILS, SEE “ALLOTMENT ADVICE OR REFUND / UNBLOCKING OF ASBA ACCOUNTS” ON
PAGE 143 OF THIS LETTER OF OFFER.

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General instructions for Investors

(a) Please read this Letter of Offer carefully to understand the Application process and applicable settlement
process.

(b) The Application Form can be used by both the Eligible Equity Shareholders and the Renouncees.

(c) Application should be made only through the ASBA facility.

(d) In accordance with Regulation 76 of the SEBI ICDR Regulations, SEBI Rights Issue Circular and ASBA
Circulars, all Investors desiring to make an Application in this Issue are mandatorily required to use the
ASBA process. Investors should carefully read the provisions applicable to such Applications before
making their Application through ASBA.

(e) In accordance with the Regulation 76 of the SEBI ICDR Regulations, SEBI Rights Circular and ASBA
Circular, an Investor, wishing to participate in this Issue through the ASBA facility, is required to have an
ASBA enabled bank account with a SCSB, prior to making the Application.

(f) Please read the instructions on the Application Form sent to you. Application should be complete in all
respects. The Application Form found incomplete with regard to any of the particulars required to be given
therein, and / or which are not completed in conformity with the terms of this Letter of Offer, the Abridged
Letter of Offer, the Rights Entitlement Letter and the Application Form are liable to be rejected. The
Application Form must be filled in English.

(g) In case of non-receipt of Application Form, Application can be made on plain paper mentioning all
necessary details as mentioned under “Application on Plain Paper under ASBA process” on page 131 of
this Letter of Offer.

(h) Applications should be submitted to the Designated Branch of the SCSB or made online / electronic
through the website of the SCSBs (if made available by such SCSB) for authorising such SCSB to block
Application Money payable on the Application in their respective ASBA Accounts. Please note that on the
Issue Closing Date, Applications through ASBA process will be uploaded until 5.00 p.m. (Indian Standard
Time) or such extended time as permitted by the Stock Exchanges.

(i) Investors are required to provide necessary details, including details of the ASBA Account, authorization to
the SCSB to block an amount equal to the Application Money in the ASBA Account mentioned in the
Application Form.

(j) Applications should not be submitted to the Banker to the Issue, our Company or the Registrar or the Lead
Manager.

(k) All Applicants, and in the case of Application in joint names, each of the joint Applicants, should mention
their PAN allotted under the Income Tax Act, 1961, irrespective of the amount of the Application. Except
for Applications on behalf of the Central or the State Government, the residents of Sikkim and the officials
appointed by the courts, Applications without PAN will be considered incomplete and are liable to be
rejected. With effect from August 16, 2010, the demat accounts for Investors for which PAN details have
not been verified shall be “suspended for credit” and no Allotment and credit of Rights Equity Shares
pursuant to this Issue shall be made into the accounts of such Investors.

(l) Ensure that the demographic details such as address, PAN, DP ID, Client ID, bank account details and
occupation (Demographic Details) are updated, true and correct, in all respects. Investors applying under
this Issue should note that on the basis of name of the Investors, DP ID and Client ID provided by them in
the Application Form or the plain paper Applications, as the case may be, the Registrar will obtain
Demographic Details from the Depository. Therefore, Investors applying under this Issue should carefully
fill in their Depository Account details in the Application. These Demographic Details would be used for all
correspondence with such Investors including mailing of the letters intimating unblocking of bank account
of the respective Investor and / or refund. The Demographic Details given by the Investors in the
Application Form would not be used for any other purposes by the Registrar. Hence, Investors are advised
to update their Demographic Details as provided to their Depository Participants. The Allotment Advice
and the e-mail intimating unblocking of ASBA Account or refund (if any) would be e-mailed to the address
of the Investor as per the e-mail address provided to our Company or the Registrar or Demographic Details
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 received from the Depositories. The Registrar will give instructions to the SCSBs for unblocking funds in
the ASBA Account to the extent Rights Equity Shares are not Allotted to such Investor. Please note that any
such delay shall be at the sole risk of the Investors and none of our Company, the SCSBs, Registrar or the
Lead Manager shall be liable to compensate the Investor for any losses caused due to any such delay or be
liable to pay any interest for such delay. In case no corresponding record is available with the Depositories
that match 3 parameters i.e., (a) names of the Investors (including the order of names of joint holders), (b)
DP ID, and (c) Client ID, then such Application Forms are liable to be rejected.

(m) By signing the Application Forms, Investors would be deemed to have authorised the Depositories to
provide, upon request, to the Registrar, the required Demographic Details as available on its records.

(n) For physical Applications through ASBA at Designated Branches of SCSB, signatures should be either in
English or Hindi or in any other language specified in the Eighth Schedule to the Constitution of India.
Signatures other than in any such language or thumb impression must be attested by a Notary Public or a
Special Executive Magistrate under his / her official seal. The Investors must sign the Application as per the
specimen signature recorded with the SCSB.

(o) Investors should provide correct DP ID and Client ID / Folio number (for Eligible Equity Shareholders who
hold Equity Shares in physical form as on Record Date) while submitting the Application. Such DP ID and
Client ID should match the demat account details in the records available with Company and / or Registrar,
failing which such Application is liable to be rejected. Investor will be solely responsible for any error or
inaccurate detail provided in the Application. Our Company, the Lead Manager, SCSBs or the Registrar
will not be liable for any such rejections.

(p) In case of joint holders and physical Applications through ASBA process, all joint holders must sign the
relevant part of the Application Form in the same order and as per the specimen signature(s) recorded with
the SCSB. In case of joint Applicants, reference, if any, will be made in the first Applicant’s name and all
communication will be addressed to the first Applicant.

(q) All communication in connection with Application for the Rights Equity Shares, including any change in
contact details of the Eligible Equity Shareholders should be addressed to the Registrar prior to the date of
Allotment in this Issue quoting the name of the first / sole Applicant, Folio number (for Eligible Equity
Shareholders who hold Equity Shares in physical form as on Record Date) / DP ID and Client ID and
Application Form number, as applicable. In case of any change in contact details of the Eligible Equity
Shareholders, the Eligible Equity Shareholders should also send the intimation for such change to the
respective depository participant, or to our Company or the Registrar in case of Eligible Equity
Shareholders holding Equity Shares in physical form.

(r) Investors are required to ensure that the number of Rights Equity Shares applied for by them do not exceed
the prescribed limits under the applicable law.

(s) Do not apply if you are ineligible to participate in this Issue under the securities laws applicable to your
jurisdiction.

(t) Do not submit the General Index Registrar number instead of the PAN as the application is liable to be
rejected on this ground.

(u) Avoid applying on the Issue Closing Date due to risk of delay / restrictions in making any physical
Application.

(v) Do not pay the Application Money in cash, by money order, pay order or postal order.

(w) Do not submit multiple Applications.

(x) In case of Application through ASBA facility, all payments will be made only by blocking the amount in
the ASBA Account. Cash payment or payment by cheque or demand draft or pay order or NEFT or RTGS
or through any other mode is not acceptable for application through ASBA process. In case payment is
effected in contravention of this, the Application may be deemed invalid and the Application Money will be
refunded and no interest will be paid thereon.

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(y) No investment under the FDI route (i.e., any investment which would result in the investor holding 10% or
more of the fully diluted paid-up equity share capital of the Company or any FDI investment for which an
approval from the government was taken in the past) will be allowed in the Issue unless such application is
accompanied with necessary approval or covered under a pre-existing approval from the government. It will
be the sole responsibility of the investors to ensure that the necessary approval or the pre-existing approval
from the government is valid in order to make any investment in the Issue. The Lead Manager and our
Company will not be responsible for any allotments made by relying on such approvals.

(z) An Applicant being an Overseas Corporate Body (OCB) is required not to be under the adverse notice of
RBI and in order to apply for this issue as an incorporated non-resident must do so in accordance with the
FDI Circular 2020 and FEMA Rules.

(aa) Ensure that your PAN is linked with Aadhaar and you are in compliance with CBDT notification dated Feb
13, 2020 and press release dated June 25, 2021.

Do’s:

(a) Ensure that the Common Application Form and necessary details are filled in.

(b) Except for Application submitted on behalf of the Central or the State Government, residents of Sikkim and
the officials appointed by the courts, each Applicant should mention their PAN allotted under the Income-
tax Act.

(c) Ensure that the demographic details such as address, PAN, DP ID, Client ID, bank account details and
occupation (“Demographic Details”) are updated, true and correct, in all respects.

(d) Investors should provide correct DP ID and client ID/ folio number while submitting the Application. Such
DP ID and Client ID/ folio number should match the demat account details in the records available with
Company and/or Registrar, failing which such Application is liable to be rejected. Investor will be solely
responsible for any error or inaccurate detail provided in the Application. Our Company, the Lead Manager,
SCSBs or the Registrar will not be liable for any such rejections.

Dont’s:

(a) Do not apply if you are ineligible to participate in this Issue under the securities laws applicable to your
jurisdiction.

(b) Do not submit the GIR number instead of the PAN as the application is liable to be rejected on this ground.

(c) Avoid applying on the Issue Closing Date due to risk of delay/ restrictions in making any physical
Application.

(d) Do not pay the Application Money in cash, by money order, pay order or postal order.

(e) Do not submit multiple Applications.

Do’s for Investors applying through ASBA:

(a) Ensure that the details about your Depository Participant and beneficiary account are correct and the
beneficiary account is activated as the Rights Equity Shares will be Allotted in the dematerialized form
only.

(b) Ensure that the Applications are submitted with the Designated Branch of the SCSBs and details of the
correct bank account have been provided in the Application.

(c) Ensure that there are sufficient funds (equal to {number of Rights Equity Shares (including additional
Rights Equity Shares) applied for} X {Application Money of Rights Equity Shares}) available in ASBA
Account mentioned in the Common Application Form before submitting the Application to the respective
Designated Branch of the SCSB.

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(d) Ensure that you have authorised the SCSB for blocking funds equivalent to the amount payable on
application mentioned in the Common Application Form, in the ASBA Account, of which details are
provided in the Application and have signed the same.

(e) Ensure that you have a bank account with an SCSB providing ASBA facility in your location and the
Application is made through that SCSB providing ASBA facility in such location.

(f) Ensure that you receive an acknowledgement from the Designated Branch of the SCSB for your submission
of the Common Application Form in physical form or plain paper Application.

(g) Ensure that the name(s) given in the Common Application Form is exactly the same as the name(s) in
which the beneficiary account is held with the Depository Participant. In case the Common Application
Form is submitted in joint names, ensure that the beneficiary account is also held in same joint names and
such names are in the same sequence in which they appear in the Common Application Form and the Rights
Entitlement Letter.

Dont’s for Investors applying through ASBA:

(a) Do not apply if you are not eligible to participate in the Issue under the securities laws applicable to your
jurisdiction.

(b) Do not submit the Common Application Form after you have submitted a plain paper Application to a
Designated Branch of the SCSB or vice versa.

(c) Do not send your physical Application to the Lead Manager, the Registrar, the Escrow Collection Bank(s)
(assuming that such Escrow Collection Bank is not a SCSB), a branch of the SCSB which is not a
Designated Branch of the SCSB or our Company; instead submit the same to a Designated Branch of the
SCSB only.

(d) Do not instruct the SCSBs to unblock the funds blocked under the ASBA process upon making the
Application.

(e) Do not submit Application Form using third party ASBA account.

Grounds for Technical Rejection

Applications made in this Issue are liable to be rejected on the following grounds:

(a) DP ID and Client ID mentioned in Application does not match with the DP ID and Client ID records
available with the Registrar

(b) Details of PAN mentioned in the Application does not match with the PAN records available with the
Registrar.

(c) Sending an Application to our Company, the Lead Manager, Registrar, Escrow Collection Bank(s)
(assuming that such Escrow Collection Bank is not a SCSB), to a branch of a SCSB which is not a
Designated Branch of the SCSB.

(d) Insufficient funds are available in the ASBA Account with the SCSB for blocking the Application Money.

(e) Funds in the ASBA Account whose details are mentioned in the Application Form having been frozen
pursuant to a regulatory order.

(f) Account holder not signing the Application or declaration mentioned therein.

(g) Submission of more than one Application Form for Rights Entitlements available in a particular demat
account

(h) Multiple Application Forms, including cases where an Investor submits Application Forms along with a
plain paper Application.

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(i) Submitting the General Index Registrar number instead of the PAN (except for Applications on behalf of
the Central or State Government, the residents of Sikkim and the officials appointed by the courts).

(j) Applications by persons not competent to contract under the Indian Contract Act, 1872, except Applications
by minors having valid demat accounts as per the Demographic Details provided by the Depositories.

(k) Applications by SCSB on its own account, other than through an ASBA Account in its own name with any
other SCSB.

(l) Application Forms which are not submitted by the Investors within the time periods prescribed in the
Application Form and the Letter of Offer.

(m) Physical Application Forms not duly signed by the sole or joint Investors, as applicable

(n) Application Forms accompanied by stock invest, outstation cheques, post-dated cheques, money order,
postal order or outstation demand drafts.

(o) If an Investor is (a) debarred by SEBI; or (b) if SEBI has revoked the order or has provided any interim
relief then failure to attach a copy of such SEBI order allowing the Investor to subscribe to their Rights
Entitlements

(p) We, the Registrar, the Lead Manager or any other person acting on behalf of us, reserve the right to treat
invalid any Application Form which: (i) does not include the certification set out in the Application Form to
the effect that the subscriber does not have a registered address (and is not otherwise located) in the United
States and is authorised to acquire the Rights Entitlements and the Rights Equity Shares in compliance with
all applicable laws and regulations; (ii) appears to us or its agents to have been executed in, electronically
transmitted from or dispatched from the United States; (iii) where a registered Indian address is not
provided; or (iv) where we believe that Application Form is incomplete or acceptance of such Application
Form may infringe applicable legal or regulatory requirements; and we shall not be bound to allot or issue
any Rights Equity Shares in respect of any such Application Form.

(q) Applications which have evidence of being executed or made in contravention of applicable securities laws.

(r) Applicants holding physical shares not submitting the documents.

(s) Application from investors who do not hold Rights Entitlement (REs) as on issue closing date in the demat
account from which application is submitted

(t) Application from Investors that are residing in U.S. address as per the depository records (other than from
persons in the United States who are U.S. QIBs and QPs).

(u) Application from Resident of countries which shares the border of India which is not having documentary
evidence of approval from Ministry of Home Affairs.

(v) Applications supported by amounts blocked from a third party bank account.

(w) Details of PAN mentioned in the Application does not match with the PAN records available with the
Registrar/Depositories

Depository account and bank details for Investors holding Equity Shares in demat accounts and applying
in this Issue

IT IS MANDATORY FOR ALL THE INVESTORS APPLYING UNDER THIS ISSUE TO APPLY
THROUGH THE ASBA PROCESS, TO RECEIVE THEIR RIGHTS EQUITY SHARES IN
DEMATERIALISED FORM AND TO THE SAME DEPOSITORY ACCOUNT/ CORRESPONDING
PAN IN WHICH THE EQUITY SHARES ARE HELD BY THE INVESTOR AS ON THE RECORD
DATE. ALL INVESTORS APPLYING UNDER THIS ISSUE SHOULD MENTION THEIR
DEPOSITORY PARTICIPANT’S NAME, DP ID AND BENEFICIARY ACCOUNT NUMBER/ FOLIO
NUMBER IN THE COMMON APPLICATION FORM. INVESTORS MUST ENSURE THAT THE
NAME GIVEN IN THE COMMON APPLICATION FORM IS EXACTLY THE SAME AS THE NAME
IN WHICH THE DEPOSITORY ACCOUNT IS HELD. IN CASE THE COMMON APPLICATION
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FORM IS SUBMITTED IN JOINT NAMES, IT SHOULD BE ENSURED THAT THE DEPOSITORY
ACCOUNT IS ALSO HELD IN THE SAME JOINT NAMES AND ARE IN THE SAME SEQUENCE IN
WHICH THEY APPEAR IN THE COMMON APPLICATION FORM OR PLAIN PAPER
APPLICATIONS, AS THE CASE MAY BE.

Investors applying under this Issue should note that on the basis of name of the Investors, Depository
Participant’s name and identification number and beneficiary account number provided by them in the
Common Application Form or the plain paper Applications, as the case may be, the Registrar will obtain
Demographic Details from the Depository. Hence, Investors applying under this Issue should carefully fill
in their Depository Account details in the Application.

These Demographic Details would be used for all correspondence with such Investors including mailing of the
letters intimating unblocking of bank account of the respective Investor and/or refund. The Demographic Details
given by the Investors in the Common Application Form would not be used for any other purposes by the
Registrar. Hence, Investors are advised to update their Demographic Details as provided to their Depository
Participants.

By signing the Common Application Forms, the Investors would be deemed to have authorised the Depositories
to provide, upon request, to the Registrar, the required Demographic Details as available on its records.

The Allotment advice and the email intimating unblocking of ASBA Account or refund (if any) would be
emailed to the address of the Investor as per the email address provided to our Company or the Registrar
or Demographic Details received from the Depositories. The Registrar will give instructions to the SCSBs
for unblocking funds in the ASBA Account to the extent Rights Equity Shares are not Allotted to such
Investor. Please note that any such delay shall be at the sole risk of the Investors and none of our
Company, the SCSBs, Registrar or the Lead Manager shall be liable to compensate the Investor for any
losses caused due to any such delay or be liable to pay any interest for such delay.

In case no corresponding record is available with the Depositories that match three parameters, (a) names of the
Investors (including the order of names of joint holders), (b) the DP ID, and (c) the beneficiary account number,
then such Common Application Forms are liable to be rejected.

Modes of Payment

All payments against the Common Application Forms shall be made only through ASBA facility. The Registrar
will not accept any payments against the Common Application Forms, if such payments are not made through
ASBA facility.

In case of Application through ASBA facility, the Investor agrees to block the amount payable on Application
with the submission of the Common Application Form, by authorizing the SCSB to block an amount, equivalent
to the amount payable on Application, in the Investor’s ASBA Account.

After verifying that sufficient funds are available in the ASBA Account details of which are provided in the
Common Application Form, the SCSB shall block an amount equivalent to the Application Money mentioned in
the Common Application Form until the Transfer Date. On the Transfer Date, upon receipt of intimation from
the Registrar, of the receipt of minimum subscription and pursuant to the finalization of the Basis of Allotment
as approved by the Designated Stock Exchange, the SCSBs shall transfer such amount as per the Registrar’s
instruction from the ASBA Account into the Allotment Account which shall be a separate bank account
maintained by our Company, other than the bank account referred to in sub-section (3) of Section 40 of the
Companies Act, 2013.

The balance amount remaining after the finalisation of the Basis of Allotment on the Transfer Date shall be
unblocked by the SCSBs on the basis of the instructions issued in this regard by the Registrar to the respective
SCSB.

The Investors would be required to give instructions to the respective SCSBs to block the entire amount payable
on their Application at the time of the submission of the Common Application Form.

The SCSB may reject the application at the time of acceptance of Common Application Form if the ASBA
Account, details of which have been provided by the Investor in the Common Application Form does not have
sufficient funds equivalent to the amount payable on Application mentioned in the Common Application Form.
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Subsequent to the acceptance of the Application by the SCSB, our Company would have a right to reject the
Application on technical grounds as set forth hereinafter.

Mode of payment for Resident Investors

All payments on the Common Application Forms shall be made only through ASBA facility. Applicants are
requested to strictly adhere to these instructions.

Mode of payment for Non-Resident Investors

As regards the Application by non-resident Investors, payment must be made only through the ASBA facility
and using permissible accounts in accordance with the FEMA, FEMA Rules and requirements prescribed by the
RBI and subject to the following conditions:

1. Individual non-resident Indian Applicants who are permitted to subscribe to Rights Equity Shares by
applicable local securities laws can obtain Common Application Forms on the websites of the Registrar, our
Company and the Lead Manager.

Note: In case of non-resident Eligible Equity Shareholders, the Abridged Letter of Offer, the Rights
Entitlement Letter and the Common Application Form shall be sent to their email addresses if they have
provided their Indian address to our Company or if they are located in certain jurisdictions (other than the
United States and India) where the offer and sale of the Rights Equity Shares is permitted under laws of
such jurisdictions and does not result in and may not be construed as, a public offering such jurisdiction.
The Letter of Offer will be provided, only through email, by the Registrar on behalf of our Company or the
Lead Manager to the Eligible Equity Shareholders who have provided their Indian addresses to our
Company or who are located in jurisdictions where the offer and sale of the Rights Equity Shares is
permitted under laws of such jurisdictions and does not result in and may not be construed as, a public
offering in such jurisdictions and in each case who make a request in this regard.

2. Common Application Forms will not be accepted from non-resident Investors in any jurisdiction where the
offer or sale of the Rights Entitlements and Rights Equity Shares may be restricted by applicable securities
laws.

3. Payment by non-residents must be made only through ASBA facility and using permissible accounts in
accordance with FEMA, FEMA Rules and requirements prescribed by the RBI.

Notes:

1. In case where repatriation benefit is available, interest, dividend, sales proceeds derived from the
investment in Rights Equity Shares can be remitted outside India, subject to tax, as applicable according to
the Income-tax Act.

2. In case Rights Equity Shares are Allotted on a non-repatriation basis, the dividend and sale proceeds of the
Rights Equity Shares cannot be remitted outside India.

3. In case of an Common Application Form received from non-residents, Allotment, refunds and other
distribution, if any, will be made in accordance with the guidelines and rules prescribed by the RBI as
applicable at the time of making such Allotment, remittance and subject to necessary approvals.

4. Common Application Forms received from non-residents/ NRIs, or persons of Indian origin residing abroad
for Allotment of Rights Equity Shares shall, amongst other things, be subject to conditions, as may be
imposed from time to time by RBI under FEMA, in respect of matters including Refund of Application
Money and Allotment.

5. In the case of NRIs who remit their Application Money from funds held in FCNR/NRE Accounts, refunds
and other disbursements, if any shall be credited to such account.

6. Non-resident Renouncees who are not Eligible Equity Shareholders must submit regulatory approval for
applying for additional Rights Equity Shares.

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Multiple Applications

In case where multiple Applications are made using same demat account, such Applications shall be liable to be
rejected. A separate Application can be made in respect of Rights Entitlements in each demat account of the
Investors and such Applications shall not be treated as multiple applications. Similarly, a separate Application
can be made against Equity Shares held in dematerialized form and Equity Shares held in physical form, and
such Applications shall not be treated as multiple applications. A separate Application can be made in respect of
each scheme of a mutual fund registered with SEBI and such Applications shall not be treated as multiple
applications. For details, see “Procedure for Applications by Mutual Funds” on page 146 of this Letter of Offer.

In cases where multiple Common Application Forms are submitted, including cases where an Investor submits
Common Application Forms along with a plain paper Application or multiple plain paper Applications, such
Applications shall be treated as multiple applications and are liable to be rejected, other than multiple
applications submitted by any of our Promoters or members of Promoter Group to meet the minimum
subscription requirements applicable to this Issue as described in “Capital Structure – Intention and extent of
participation by our Promoters and Promoter Group” on page 16 of this Letter of Offer.

Last date for Application

The last date for submission of the duly filled in the Common Application Form or a plain paper Application is
Thursday, May 11, 2023, i.e., Issue Closing Date. Our Board or Rights Issue Committee thereof may extend the
said date for such period as it may determine from time to time, subject to the Issue Period not exceeding 30
days from the Issue Opening Date (inclusive of the Issue Opening Date).

If the Common Application Form is not submitted with an SCSB, uploaded with the Stock Exchanges and the
Application Money is not blocked with the SCSB, on or before the Issue Closing Date or such date as may be
extended by our Board or Rights Issue Committee thereof, the invitation to offer contained in the Letter of Offer
shall be deemed to have been declined and our Board or Rights Issue Committee thereof shall be at liberty to
dispose of the Rights Equity Shares hereby offered, as provided under the section, “Basis of Allotment” on page
142 of this Letter of Offer.

Please note that on the Issue Closing Date for Applications through ASBA process shall be uploaded until 5.00
p.m. (Indian Standard Time) or such extended time as permitted by the Stock Exchanges. Please ensure that the
Common Application Form and necessary details are filled in. In place of Application number, Investors can
mention the reference number of the e-mail received from Registrar informing about their Rights Entitlement or
last eight digits of the demat account. Alternatively, SCSBs may mention their internal reference number in
place of application number.

Withdrawal of Application

An Investor who has applied in this Issue may withdraw their Application at any time during Issue Period by
approaching the SCSB where application is submitted. However, no Investor, applying through ASBA facility,
may withdraw their Application post the Issue Closing Date.

Issue Schedule

Last Date for Credit of Rights Entitlements Tuesday, April 25, 2023
Issue Opening Date Wednesday, April 26, 2023
Last Date for On Market Renunciation of the Rights Entitlements* Monday, May 8, 2023
Issue Closing Date# Thursday, May 11, 2023
Finalisation of Basis of Allotment (on or about) Thursday, May 18, 2023
Date of Allotment (on or about) Friday, May 19, 2023
Date of Credit (on or about) Tuesday, May 23, 2023
Date of Listing (on or about) Monday, May 29, 2023
* Eligible Equity Shareholders are requested to ensure that renunciation through off-market transfer is completed in such a
manner that the Rights Entitlements are credited to the demat account of the Renouncees on or prior to the Issue Closing
Date.
# Our Board or the Rights Issue Committee will have the right to extend the Issue Period as it may determine from time to

time but not exceeding 30 days from the Issue Opening Date (inclusive of the Issue Opening Date) or such other time as may
be permitted as per applicable law. Further, no withdrawal of Application shall be permitted by any Applicant after the
Issue Closing Date.

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The above schedule is indicative and does not constitute any obligation on our Company or the Lead Manager.
Please note that if Eligible Equity Shareholders holding Equity Shares in physical form as on Record Date, have
not provided the details of their demat accounts to our Company or to the Registrar, they are required to provide
their demat account details to our Company or the Registrar not later than 2 (Two) Working Days prior to the
Issue Closing Date, i.e., Tuesday, May 9, 2023 to enable the credit of the Rights Entitlements by way of transfer
from the demat suspense escrow account to their respective demat accounts, at least 1 (One) day before the Issue
Closing Date, i.e., Wednesday, May 10, 2023. If demat account details are not provided by the Eligible Equity
Shareholders holding Equity Shares in physical form to the Registrar or our Company by the date mentioned
above, such shareholders will not be allotted any Rights Equity Shares nor such Rights Equity Shares be kept in
suspense account on behalf of such shareholder in this regard. Such Eligible Equity Shareholders are also
requested to ensure that their demat account, details of which have been provided to our Company or the
Registrar, is active to facilitate the aforementioned transfer. Eligible Equity Shareholders holding Equity Shares
in physical form can update the details of their demat accounts on the website of the Registrar (i.e.,
[email protected]). Such Eligible Equity Shareholders can make an Application only after the Rights
Entitlements is credited to their respective demat accounts. Eligible Equity Shareholders can obtain the details
of their Rights Entitlements from the website of the Registrar (i.e., www.masserv.com) by entering their DP ID
and Client ID or Folio Number (in case of Eligible Equity Shareholders holding Equity Shares in physical form)
and PAN. The link for the same shall also be available on the website of our Company (i.e.,
www.somindia.com).

Basis of Allotment

Subject to the provisions contained in the Letter of Offer, the Abridged Letter of Offer, the Rights Entitlement
Letter, the Common Application Form, the Articles of Association and the approval of the Designated Stock
Exchange, our Board or Rights Issue Committee will proceed to Allot the Rights Equity Shares in the following
order of priority:

(a) Full Allotment to those Eligible Equity Shareholders who have applied for their Rights Entitlements of
Rights Equity Shares either in full or in part and also to the Renouncee(s) who has or have applied for
Rights Equity Shares renounced in their favour, in full or in part.

(b) Eligible Equity Shareholders whose fractional entitlements are being ignored and Eligible Equity
Shareholders with zero entitlement, would be given preference in allotment of one additional Rights Equity
Share each if they apply for additional Rights Equity Shares. Allotment under this head shall be considered
if there are any unsubscribed Rights Equity Shares after allotment under (a) above. If number of Rights
Equity Shares required for Allotment under this head are more than the number of Rights Equity Shares
available after Allotment under (a) above, the Allotment would be made on a fair and equitable basis in
consultation with the Designated Stock Exchange and will not be a preferential allotment.

(c) Allotment to the Eligible Equity Shareholders who having applied for all the Rights Equity Shares offered
to them as part of this Issue, have also applied for additional Rights Equity Shares. The Allotment of such
additional Rights Equity Shares will be made as far as possible on an equitable basis having due regard to
the number of Equity Shares held by them on the Record Date, i.e., Friday, April 14, 2023, provided there
are any unsubscribed Rights Equity Shares after making full Allotment in (a) and (b) above. The Allotment
of such Rights Equity Shares will be at the sole discretion of our Board or Rights Issue Committee in
consultation with the Designated Stock Exchange, as a part of this Issue and will not be a preferential
allotment.

(d) Allotment to Renouncees who having applied for all the Rights Equity Shares renounced in their favour,
have applied for additional Rights Equity Shares provided there is surplus available after making full
Allotment under (a), (b) and (c) above. The Allotment of such Rights Equity Shares will be made on a
proportionate basis in consultation with the Designated Stock Exchange, as a part of this Issue and will not
be a preferential allotment.

(e) Allotment to any other person, that our Board or Rights Issue Committee may deem fit, provided there is
surplus available after making Allotment under (a), (b), (c) and (d) above, and the decision of our Board or
Rights Issue Committee in this regard shall be final and binding.

After taking into account Allotment to be made under (a) to (d) above, if there is any unsubscribed portion, the
same shall be deemed to be ‘unsubscribed’.

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Upon approval of the Basis of Allotment by the Designated Stock Exchange, the Registrar shall send to the
Controlling Branches, a list of the Investors who have been allocated Rights Equity Shares in this Issue, along
with:

1. The amount to be transferred from the ASBA Account to the separate bank account opened by our
Company for this Issue, for each successful Application;
2. The date by which the funds referred to above, shall be transferred to the aforesaid bank account; and
3. The details of rejected ASBA applications, if any, to enable the SCSBs to unblock the respective ASBA
Accounts.

In the event of over subscription, Allotment shall be made within the overall size of the Issue.

Allotment Advice or Refund/ Unblocking of ASBA Accounts

Our Company will send / dispatch Allotment advice, refund intimations (or demat credit of securities and/or
letters of regret, only to the Eligible Equity Shareholders who have provided Indian address. In case such
Eligible Equity Shareholders have provided their valid e-mail address, Allotment advice, refund intimations or
demat credit of securities and/or letters of regret will be sent only to their valid e-mail address and in case such
Eligible Equity Shareholders have not provided their e-mail address, then the Allotment advice, refund
intimations or demat credit of securities and/or letters of regret will be dispatched, on a reasonable effort basis,
to the Indian addresses provided by them; along with crediting the Allotted Equity Shares to the respective
beneficiary accounts (only in dematerialised mode) or in a demat suspense account (in respect of Eligible Equity
Shareholders holding Equity Shares in physical form on the Allotment Date) or issue instructions for unblocking
the funds in the respective ASBA Accounts, if any, within a period of on or before T+1 day (T: Basis of
allotment day). In case of failure to do so, our Company shall pay interest at such rate and within such time as
specified under applicable law.
The Rights Entitlements will be credited in the dematerialized form using electronic credit under the depository
system and the Allotment advice shall be sent, through an e-mail, to the e-mail address provided to our
Company or at the address recorded with the Depository.

In the case of non-resident Investors who remit their Application Money from funds held in the NRE or the
FCNR Accounts, unblocking and/or payment of interest or dividend and other disbursements, if any, shall be
credited to such accounts.
Where an Applicant has applied for Additional Rights Equity Shares in the Issue and is Allotted a lesser number
of Rights Equity Shares than applied for, the excess Application Money paid/blocked shall be
refunded/unblocked. The unblocking of ASBA funds / refund of monies shall be completed within such period
as prescribed under the SEBI ICDR Regulations. In the event that there is a delay in making refunds beyond
such period as prescribed under applicable law, our Company shall pay the requisite interest at such rate as
prescribed under applicable law.

Payment of Refund

Mode of making refunds

The payment of refund, if any, including in the event of oversubscription or failure to list or otherwise would be
done through unblocking amounts blocked using ASBA facility.

Refund payment to non-residents

The Application Money will be unblocked in the FCNR/NRE Account of the non-resident Applicants, details of
which were provided in the Common Application Form.

Allotment Advice or Demat Credit of Securities

The demat credit of securities to the respective beneficiary accounts or the demat suspense account (in case of
credit of the Rights Equity Shares returned/ reversed/ failed) will be credited within 15 days from the Issue
Closing Date or such other timeline in accordance with applicable laws.

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Receipt of the Rights Equity Shares in Dematerialized Form

PLEASE NOTE THAT THE RIGHTS EQUITY SHARES APPLIED FOR UNDER THIS ISSUE CAN
BE ALLOTTED ONLY IN DEMATERIALIZED FORM AND TO (A) THE SAME
DEPOSITORYACCOUNT/ CORRESPONDING PAN IN WHICH THE EQUITY SHARES ARE HELD
BY SUCH INVESTOR ON THE RECORD DATE, OR (B) THE DEPOSITORY ACCOUNT, DETAILS
OF WHICH HAVE BEEN PROVIDED TO OUR COMPANY OR THE REGISTRAR AT LEAST TWO
WORKING DAYS PRIOR TO THE ISSUE CLOSING DATE BY THE ELIGIBLE EQUITY
SHAREHOLDER HOLDING EQUITY SHARES IN PHYSICAL FORM AS ON THE RECORD
DATE,OR (C) DEMAT SUSPENSE ACCOUNT PENDING RECEIPT OF DEMAT ACCOUNT
DETAILS FOR RESIDENT ELIGIBLE EQUITY SHAREHOLDERS WHERE THE CREDIT OF THE
RIGHTS EQUITY SHARES RETURNED/REVERSED/FAILED.

Investors shall be Allotted the Rights Equity Shares in dematerialized (electronic) form. Our Company has
signed two agreements with the respective Depositories and the Registrar to the Issue, which enables the
Investors to hold and trade in the securities issued by our Company in a dematerialized form, instead of holding
the Equity Shares in the form of physical certificates:

a) Tripartite agreement dated November 23, 2000 amongst our Company, NSDL and the Registrar to the
Issue; and

b) Tripartite agreement dated November 1, 2000 amongst our Company, CDSL and the Registrar to the Issue.

INVESTORS MAY PLEASE NOTE THAT THE EQUITY SHARES CAN BE TRADED ON THE
STOCK EXCHANGES ONLY IN DEMATERIALIZED FORM.

The procedure for availing the facility for Allotment of Rights Equity Shares in this Issue in the dematerialized
form is as under:

1. Open a beneficiary account with any depository participant (care should be taken that the beneficiary
account should carry the name of the holder in the same manner as is registered in the records of our
Company. In the case of joint holding, the beneficiary account should be opened carrying the names of the
holders in the same order as registered in the records of our Company). In case of Investors having various
folios in our Company with different joint holders, the Investors will have to open separate accounts for
such holdings. Those Investors who have already opened such beneficiary account(s) need not adhere to
this step.

2. It should be ensured that the depository account is in the name(s) of the Investors and the names are in the
same order as in the records of our Company or the Depositories.

3. The responsibility for correctness of information filled in the Common Application Form vis-a-vis such
information with the Investor’s depository participant, would rest with the Investor. Investors should ensure
that the names of the Investors and the order in which they appear in Common Application Form should be
the same as registered with the Investor’s depository participant.

4. If incomplete or incorrect beneficiary account details are given in the Common Application Form, the
Investor will not get any Rights Equity Shares and the Common Application Form will be rejected.

5. The Rights Equity Shares will be allotted to Applicants only in dematerialized form and would be directly
credited to the beneficiary account as given in the Common Application Form after verification or demat
suspense account (pending receipt of demat account details for resident Eligible Equity Shareholders
holding Equity Shares in physical form/ with IEPF authority/ in suspense, etc.). Allotment advice, refund
order (if any) would be sent directly to the Applicant by email and, if the printing is feasible, through
physical dispatch, by the Registrar but the Applicant’s depository participant will provide to him the
confirmation of the credit of such Rights Equity Shares to the Applicant’s depository account.

6. Non-transferable Allotment advice/ refund intimation will be directly sent to the Investors by the Registrar,
by email and, if the printing is feasible, through physical dispatch.

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7. Renouncees will also have to provide the necessary details about their beneficiary account for Allotment of
Rights Equity Shares in this Issue. In case these details are incomplete or incorrect, the Application is liable
to be rejected.

Procedure for Applications by FPIs

In terms of applicable FEMA Rules and the SEBI FPI Regulations, investments by FPIs in the Equity Shares is
subject to certain limits, i.e., the individual holding of an FPI (including its investor group (which means
multiple entities registered as foreign portfolio investors and directly and indirectly having common ownership
of more than 50% of common control)) shall be below 10% of our post-Issue Equity Share capital. In case the
total holding of an FPI or investor group increases beyond 10% of the total paid-up Equity Share capital of our
Company, on a fully diluted basis or 10% or more of the paid-up value of any series of debentures or preference
shares or share warrants that may be issued by our Company, the total investment made by the FPI or investor
group will be re-classified as FDI subject to the conditions as specified by SEBI and the RBI in this regard and
our Company and the investor will also be required to comply with applicable reporting requirements. Further,
the aggregate limit of all FPIs investments, with effect from April 1, 2020, is up to the sectoral cap applicable to
the sector in which our Company operates (i.e., 100%).

FPIs are permitted to participate in this Issue subject to compliance with conditions and restrictions which
maybe specified by the Government from time to time. Subject to compliance with all applicable Indian laws,
rules, regulations, guidelines and approvals in terms of Regulation 21 of the SEBI FPI Regulations, an FPI may
issue, subscribe to or otherwise deal in offshore derivative instruments (as defined under the SEBI FPI
Regulations as any instrument, by whatever name called, which is issued overseas by an FPI against securities
held by it that are listed or proposed to be listed on any recognised stock exchange in India, as its underlying)
directly or indirectly, only in the event (i) such offshore derivative instruments are issued only to persons
registered as Category I FPI under the SEBI FPI Regulations; (ii) such offshore derivative instruments are
issued only to persons who are eligible for registration as Category I FPIs (where an entity has an investment
manager who is from the Financial Action Task Force member country, the investment manager shall not be
required to be registered as a Category I FPI); (iii) such offshore derivative instruments are issued after
compliance with ‘know your client’ norms; and (iv) compliance with other conditions as may be prescribed by
SEBI.

An FPI issuing offshore derivative instruments is also required to ensure that any transfer of offshore derivative
instruments issued by or on its behalf, is carried out subject to inter alia the following conditions:

(a) such offshore derivative instruments are transferred only to persons in accordance with the SEBI FPI
Regulations; and

(b) prior consent of the FPI is obtained for such transfer, except when the persons to whom the off shore
derivative instruments are to be transferred to are pre – approved by the FPI.

Procedure for Applications by AIFs, FVCIs and VCFs

The SEBI VCF Regulations and the SEBI FVCI Regulations prescribe, among other things, the investment
restrictions on VCFs and FVCIs registered with SEBI. Further, the SEBI AIF Regulations prescribe, among
other things, the investment restrictions on AIFs.

As per the SEBI VCF Regulations and SEBI FVCI Regulations, VCFs and FVCIs are not permitted to invest in
listed companies pursuant to rights issues. Accordingly, applications by VCFs or FVCIs will not be accepted in
this Issue. Venture capital funds registered as Category I AIFs, as defined in the SEBI AIF Regulations, are not
permitted to invest in listed companies pursuant to rights issues. Accordingly, applications by venture capital
funds registered as category I AIFs, as defined in the SEBI AIF Regulations, will not be accepted in this Issue.
Other categories of AIFs are permitted to apply in this Issue subject to compliance with the SEBI AIF
Regulations. Such AIFs having bank accounts with SCSBs that are providing ASBA in cities / centers where
such AIFs are located are mandatorily required to make use of the ASBA facility. Otherwise, applications of
such AIFs are liable for rejection.

Procedure for Applications by NRIs

Investments by NRIs are governed by the FEMA Rules. Applications will not be accepted from NRIs that are
ineligible to participate in this Issue under applicable securities laws.
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As per the FEMA Rules, an NRI or Overseas Citizen of India (“OCI”) may purchase or sell capital instruments
of a listed Indian company on repatriation basis, on a recognised stock exchange in India, subject to the
conditions, inter alia, that the total holding by any individual NRI or OCI will not exceed 5% of the total paid-
up equity capital on a fully diluted basis or should not exceed 5% of the paid-up value of each series of
debentures or preference shares or share warrants issued by an Indian company and the total holdings of all
NRIs and OCIs put together will not exceed 10% of the total paid-up equity capital on a fully diluted basis or
shall not exceed 10% of the paid-up value of each series of debentures or preference shares or share warrants.
The aggregate ceiling of 10% may be raised to 24%, if a special resolution to that effect is passed by the general
body of the Indian company.

Further, in accordance with press note 3 of 2020, the FDI Policy has been recently amended to state that all
investments by entities incorporated in a country which shares land border with India or where beneficial owner
of an investment into India is situated in or is a citizen of any such country (“Restricted Investors”), will
require prior approval of the Government of India. It is not clear from the press note whether or not an issue of
the Rights Equity Shares to Restricted Investors will also require prior approval of the Government of India and
each Investor should seek independent legal advice about its ability to participate in the Issue. In the event such
prior approval has been obtained, the Investor shall intimate our Company and the Registrar about such approval
within the Issue Period.

Procedure for Applications by Mutual Funds

A separate application can be made in respect of each scheme of an Indian mutual fund registered with SEBI
and such applications shall not be treated as multiple applications. The applications made by asset management
companies or custodians of a mutual fund should clearly indicate the name of the concerned scheme for which
the application is being made.

Procedure for Applications by Systemically Important Non-Banking Financial Companies (“NBFC-SI”)

In case of an application made by NBFC-SI registered with the RBI, (a) the certificate of registration issued by
the RBI under Section 45IA of the RBI Act, 1934 and (b) net worth certificate from its statutory auditors or any
independent chartered accountant based on the last audited consolidated financial statements is required to be
attached to the application.

Impersonation

As a matter of abundant caution, attention of the Investors is specifically drawn to the provisions of Section 38
of the Companies Act, 2013 which is reproduced below:

“Any person who makes or abets making of an application in a fictitious name to a company for acquiring, or
subscribing for, its securities; or makes or abets making of multiple applications to a company in different
names or in different combinations of his name or surname for acquiring or subscribing for its securities; or
otherwise induces directly or indirectly a company to allot, or register any transfer of, securities to him, or to
any other person in a fictitious name, shall be liable for action under Section 447.”

The liability prescribed under Section 447 of the Companies Act, 2013 for fraud involving an amount of at least
₹ 10.00 lakhs or 1% of the turnover of the company, whichever is lower, includes imprisonment for a term of
not less than 6 months extending up to 10 years (provided that where the fraud involves public interest, such
term shall not be less than 3 years) and fine of an amount not less than the amount involved in the fraud,
extending up to 3 times of such amount. Provided that where the fraud in question involves public interest, the
term of imprisonment shall not be less than 3 years. In case the fraud involves (i) an amount which is less than ₹
10.00 lakhs or 1% of the turnover of the company, whichever is lower; and (ii) does not involve public interest,
then such fraud is punishable with an imprisonment for a term extending up to 5 years or a fine of an amount
extending up to ₹ 50.00 lakhs or with both.

Payment by stock invest

In terms of the RBI Circular DBOD No. FSC BC 42/24.47.00/2003- 04 dated November 5, 2003, the stock
invest scheme has been withdrawn. Hence, payment through stock invest would not be accepted in this Issue.

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Disposal of Application and Application Money

No acknowledgment will be issued for the Application Money received by our Company. However, the
Designated Branch of the SCSBs receiving the Common Application Form will acknowledge its receipt by
stamping and returning the acknowledgment slip at the bottom of each Common Application Form would
generate an electronic acknowledgment to the Eligible Equity Shareholders upon submission of the Application.

Our Board or Rights Issue Committee reserves its full, unqualified and absolute right to accept or reject any
Application, in whole or in part, and in either case without assigning any reason thereto.

In case an Application is rejected in full, the whole of the Application Money will be unblocked in the
respective ASBA Accounts, in case of Applications through ASBA. Wherever an Application is rejected in part,
the balance of Application Money, if any, after adjusting any money due on Rights Equity Shares Allotted, will
be refunded / unblocked in the respective bank accounts from which Application Money was received / ASBA
Accounts of the Investor within a period of 4 days from the Issue Closing Date. In case of failure to do so, our
Company shall pay interest at such rate and within such time as specified under applicable law.

For further instructions, please read the Common Application Form carefully.

Utilisation of Issue Proceeds

Our Board declares that:

A. All monies received out of this Issue shall be transferred to a separate bank account;

B. Details of all monies utilized out of this Issue referred to under (A) shall be disclosed under an appropriate
separate head in the balance sheet of our Company indicating the purpose for which such monies had been
utilized; and

C. Details of all unutilized monies out of this Issue referred to under (A) above, if any, shall be disclosed under
an appropriate separate head in the balance sheet of our Company indicating the form in which such
unutilized monies have been invested.

Undertakings by our Company

Our Company undertakes the following:

1. The complaints received in respect of this Issue shall be attended to by our Company expeditiously and
satisfactorily.

2. All steps for completion of the necessary formalities for listing and commencement of trading at Stock
Exchanges where the Equity Shares are to be listed will be taken by our Board within the timeline specified
by SEBI.

3. The funds required for making refunds / unblocking to unsuccessful Applicants as per the mode(s)
disclosed shall be made available to the Registrar by our Company.

4. Where refunds are made through electronic transfer of funds, a suitable communication shall be sent to the
Investor within 15 days of the Issue Closing Date, giving details of the banks where refunds shall be
credited along with amount and expected date of electronic credit of refund.

5. In case of refund / unblocking of the Application Money for unsuccessful Applicants or part of the
Application Money in case of proportionate Allotment, a suitable communication shall be sent to the
Applicants.

6. Adequate arrangements shall be made to collect all ASBA Applications.

7. At any given time, there shall be only one denomination for the Rights Equity Shares of our Company.

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8. No further issue of securities affecting our Company’s Equity Share capital shall be made until the Rights
Equity Shares are listed or until the Application Money is refunded on account of non-listing, under
subscription etc.

9. Our Company shall comply with such disclosure and accounting norms specified by SEBI from time to
time.

10. Our Company accepts full responsibility for the accuracy of information given in the Letter of Offer and
confirms that to the best of its knowledge and belief, there are no other facts the omission of which makes
any statement made in the Letter of Offer misleading and further confirms that it has made all reasonable
enquiries to ascertain such facts.

Important

1. Please read the Letter of Offer carefully before taking any action. The instructions contained in the
Common Application Form, Abridged Letter of Offer and the Rights Entitlement Letter are an integral part
of the conditions of this Letter of Offer and must be carefully followed; otherwise, the Application is liable
to be rejected.

2. All enquiries in connection with the Letter of Offer, the Abridged Letter of Offer, the Rights Entitlement
Letter or Common Application Form must be addressed (quoting the Registered Folio Number or the DP ID
and Client ID number, the Common Application Form number and the name of the first Eligible Equity
Shareholder as mentioned on the Common Application Form and super scribed “Som Distilleries and
Breweries Limited – Rights Issue” on the envelope and postmarked in India or in the email) to the Registrar
at the following address:

MAS Services Limited

T-34, 2nd Floor, Okhla Industrial Area,
Phase - II, New Delhi -110020, India;
Telephone: +91 11 - 26387281/ 82/83, 4132 0335;
Fax: +91 11 – 2638 7384
Email: [email protected]
Website: www.masserv.com
Investor Grievance Email: [email protected]
SEBI Registration: INR 000000049
Contact Person: N. C. Pal

3. In accordance with SEBI Rights Issue Circulars, frequently asked questions and online/ electronic dedicated
investor helpdesk for guidance on the Application process and resolution of difficulties faced by the
Investors will be available on the website of the Registrar (www.masserv.com). Further, helpline numbers
provided by the Registrar for guidance on the Application process and resolution of difficulties are +91-11-
2638 7281 82/83, 4132 0335.

This Issue will remain open for a minimum 7 days. Our Board or the Rights Issue Committee will have the
right to extend the Issue Period as it may determine from time to time but not exceeding 30 days from the
Issue Opening Date (inclusive of the Issue Closing Date).

148
 RESTRICTIONS ON FOREIGN OWNERHIP OF INDIAN SECURITIES

Foreign investment in Indian securities is regulated through the Industrial Policy, 1991, of the Government of
India and FEMA. While the Industrial Policy, 1991, of the Government of India, prescribes the limits and the
conditions subject to which foreign investment can be made in different sectors of the Indian economy, FEMA
regulates the precise manner in which such investment may be made. The Union Cabinet, as provided in the
Cabinet Press Release dated May 24, 2017, has given its approval for phasing out the Foreign Investment
Promotion Board (“FIPB”). Under the Industrial Policy, 1991, unless specifically restricted, foreign investment
is freely permitted in all sectors of the Indian economy up to any extent and without any prior approvals, but the
foreign investor is required to follow certain prescribed procedures for making such investment. Accordingly,
the process for foreign direct investment (“FDI”) and approval from the Government of India will now be
handled by the concerned ministries or departments, in consultation with the Department for Promotion of
Industry and Internal Trade, Ministry of Commerce and Industry, Government of India (formerly known as the
Department of Industrial Policy and Promotion) (“DPIIT”), Ministry of Finance, Department of Economic
Affairs, FIPB section, through a memorandum dated June 5, 2017, has notified the specific ministries handling
relevant sectors.

The Government has, from time to time, made policy pronouncements on FDI through press notes and press
releases. The DPIIT issued the Consolidated FDI Policy Circular of 2020 (“FDI Policy”) by way of circular
bearing number DPIIT file number 5(2)/2020-FDI Policy dated October 15, 2020, which with effect from
October 15, 2020, consolidates and supersedes all previous press notes, press releases and clarifications on FDI
issued by the DPIIT that were in force and effect as on October 15, 2020. The Government of India has from
time to time made policy pronouncements on FDI through press notes and press releases which are notified by
RBI as amendments to FEMA. In case of any conflict between FEMA and such policy pronouncements, FEMA
prevails. The transfer of shares between an Indian resident and a non-resident does not require the prior approval
of the RBI, provided that (i) the activities of the investee company falls under the automatic route as provided in
the FDI Policy and FEMA and transfer does not attract the provisions of the SEBI Takeover Regulations; (ii) the
non-resident shareholding is within the sectoral limits under the FDI Policy; and (iii) the pricing is in accordance
with the guidelines prescribed by SEBI and RBI.

The Rights Equity Shares purchased by non- residents shall be subject to the same conditions including
restrictions in regard to the repatriation as are applicable to the original Equity Shares against which Rights
Equity Shares are issued on rights basis. The above information is given for the benefit of the Investors. Our
Company is not liable for any amendments or modification or changes in applicable laws or regulations, which
may occur after the date of this Letter of Offer. Investors are advised to make their independent investigations
and ensure that the number of Rights Equity Shares applied for do not exceed the applicable limits under laws or
regulations.

RESTRICTIONS ON PURCHASES AND RESALES

General Eligibility and Restrictions

No action has been taken or will be taken to permit a public offering of the Rights Entitlements or the Issue
Shares in any jurisdiction, or the possession, circulation, or distribution of this Letter of Offer, its accompanying
documents or any other material relating to our Company, the Rights Entitlements or the Equity Shares in any
jurisdiction where action for such purpose is required, except that this Letter of Offer will be filed with SEBI
and the Stock Exchanges.

The Rights Entitlements and the Issue Shares have not been and will not be registered under the U.S. Securities
Act and may not be offered or sold within the United States.

The Rights Entitlements or the Equity Shares may not be offered or sold, directly or indirectly, and none of this
Letter of Offer, its accompanying documents or any offering materials or advertisements in connection with the
Rights Entitlements or the Equity Shares may be distributed or published in or from any country or jurisdiction
except in accordance with the legal requirements applicable in such jurisdiction.

Investors are advised to consult their legal counsel prior to accepting any provisional allotment of Equity Shares,
applying for excess Equity Shares or making any offer, sale, resale, pledge or other transfer of the Rights
Entitlements or the Equity Shares.

149
This Letter of Offer and its accompanying documents will be supplied to you solely for your information and
may not be reproduced, redistributed or passed on, directly or indirectly, to any other person or published, in
whole or part, for any purpose.

Each person who exercises the Rights Entitlements and subscribes for the Equity Shares, or who purchases the
Rights Entitlements, or Equity Shares shall do so in accordance with the restrictions in their respective
jurisdictions.

150
 SECTION VIII – OTHER INFORMATION
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION
The copies of the following material documents and contracts (not being contracts entered into in the ordinary
course of business carried on by our Company or entered into more than two years prior to the date of this Letter
of Offer) which are or may be deemed material have been entered or are to be entered into by our Company.
Copies of the documents for inspection referred to hereunder, may be inspected at the Registered and Corporate
Office between 10 a.m. and 5 p.m. on all working days from the date of the Letter of Offer until the Issue
Closing Date.
A. Material Contracts for the Issue

1. Issue Agreement dated February 23, 2023 entered into between our Company and the Lead Manager.

2. Registrar Agreement dated February 23, 2023 entered into between our Company and the Registrar to the
Issue.

3. Escrow Agreement dated March 16, 2023 amongst our Company, the Registrar to the Issue and the Bankers
to the Issue / Refund Bank.

B. Material Documents

1. Certified copies of the updated Memorandum of Association and Articles of Association of our Company
as amended from time to time.

2. Certificate of incorporation dated March 26, 1993.

3. Copy of Prospectus of the Company for its Initial Public Offering in the year 1994.

4. Copy of Letter of Offer dated December 27, 2021, for the rights issue of our Company.

5. Resolution of the Board of Directors dated January 24, 2023, in relation to the Issue.

6. Resolution of the Board of the Directors dated February 27, 2023, approving and adopting the Draft Letter
of Offer.
7. Resolution of the Board of the Directors dated April 6, 2023, finalizing the terms of the Issue including
Issue Price, Record Date and the Rights Entitlement Ratio.

8. Resolution of the Board of Directors dated April 6, 2023 approving and adopting this Letter of Offer.

9. Consent of our Directors, Company Secretary and Compliance Officer, Statutory Auditor, Legal Advisor,
Lead Manager, the Registrar to the Issue, Banker to the Issue/ Refund Bank for inclusion of their names in
the Letter of Offer in their respective capacities.

10. Copies of Annual Reports of our Company for Fiscals 2022, 2021, 2020, 2019 and 2018.
11. The Audited Consolidated Financial Statements along with report dated April 26, 2022 and Limited Review
Unaudited Consolidated Financial Results along with the report thereon dated January 24, 2023 of the
Statutory Auditor thereon, included in this Letter of Offer.

12. Statement of Tax Benefits dated February 23, 2023 from the Statutory Auditor included in this Letter of
Offer.

13. Tripartite Agreement dated November 1, 2000 between our Company, CDSL and the Registrar to the Issue.

14. Tripartite Agreement dated November 23, 2000 between our Company, NSDL and the Registrar to the
Issue.

15. In-principle approvals dated March 17, 2023 and March 6, 2023 issued by BSE and NSE, respectively.

Any of the contracts or documents mentioned in this Letter of Offer may be amended or modified at any time if
so required in the interest of our Company or if required by the other parties, without reference to the
shareholders subject to compliance of the provisions contained in the Companies Act and other relevant statutes.

151
 DECLARATION

I hereby declare that no statement made in this Letter of Offer contravenes any of the provisions of the
Companies Act, 2013 and the rules made thereunder. I further certify that all the legal requirements connected
with the Issue as also the guidelines, instructions, etc., issued by SEBI, Government of India and any other
competent authority in this behalf, have been duly complied with. I further certify that all disclosures made in
this Letter of Offer are true and correct.

SIGNED BY THE DIRECTOR OF OUR COMPANY

__________________________
Jagdish Kumar Arora
Chairperson and Managing Director

Date: April 6, 2023

Place: Bhopal

152
 DECLARATION

I hereby declare that no statement made in this Letter of Offer contravenes any of the provisions of the
Companies Act, 2013 and the rules made thereunder. I further certify that all the legal requirements connected
with the Issue as also the guidelines, instructions, etc., issued by SEBI, Government of India and any other
competent authority in this behalf, have been duly complied with. I further certify that all disclosures made in
this Letter of Offer are true and correct.

SIGNED BY THE DIRECTOR OF OUR COMPANY

__________________________
Nakul Kam Sethi
Whole-time Director

Date: April 6, 2023

Place: Bhopal

153
 DECLARATION

I hereby declare that no statement made in this Letter of Offer contravenes any of the provisions of the
Companies Act, 2013 and the rules made thereunder. I further certify that all the legal requirements connected
with the Issue as also the guidelines, instructions, etc., issued by SEBI, Government of India and any other
competent authority in this behalf, have been duly complied with. I further certify that all disclosures made in
this Letter of Offer are true and correct.

SIGNED BY THE DIRECTOR OF OUR COMPANY

__________________________
Satpal Kumar Arora
Independent Director

Date: April 6, 2023

Place: Delhi

154
 DECLARATION

I hereby declare that no statement made in this Letter of Offer contravenes any of the provisions of the
Companies Act, 2013 and the rules made thereunder. I further certify that all the legal requirements connected
with the Issue as also the guidelines, instructions, etc., issued by SEBI, Government of India and any other
competent authority in this behalf, have been duly complied with. I further certify that all disclosures made in
this Letter of Offer are true and correct.

SIGNED BY THE DIRECTOR OF OUR COMPANY

__________________________
Deena Nath Singh
Independent Director

Date: April 6, 2023

Place: Bhopal

155
 DECLARATION

I hereby declare that no statement made in this Letter of Offer contravenes any of the provisions of the
Companies Act, 2013 and the rules made thereunder. I further certify that all the legal requirements connected
with the Issue as also the guidelines, instructions, etc., issued by SEBI, Government of India and any other
competent authority in this behalf, have been duly complied with. I further certify that all disclosures made in
this Letter of Offer are true and correct.

SIGNED BY THE DIRECTOR OF OUR COMPANY

__________________________
Uma Kant Samal
Independent Director

Date: April 6, 2023

Place: Bhopal

156
 DECLARATION

I hereby declare that no statement made in this Letter of Offer contravenes any of the provisions of the
Companies Act, 2013 and the rules made thereunder. I further certify that all the legal requirements connected
with the Issue as also the guidelines, instructions, etc., issued by SEBI, Government of India and any other
competent authority in this behalf, have been duly complied with. I further certify that all disclosures made in
this Letter of Offer are true and correct.

SIGNED BY THE DIRECTOR OF OUR COMPANY

__________________________
Nishi Arora
Independent Director

Date: April 6, 2023

Place: Bhopal

157
 DECLARATION

I hereby declare that no statement made in this Letter of Offer contravenes any of the provisions of the
Companies Act, 2013 and the rules made thereunder. I further certify that all the legal requirements connected
with the Issue as also the guidelines, instructions, etc., issued by SEBI, Government of India and any other
competent authority in this behalf, have been duly complied with. I further certify that all disclosures made in
this Letter of Offer are true and correct.

SIGNED BY THE DIRECTOR OF OUR COMPANY

__________________________
Rajesh Kumar
Independent Director

Date: April 6, 2023

Place: Mohali

158
 DECLARATION

I hereby declare that no statement made in this Letter of Offer contravenes any of the provisions of the
Companies Act, 2013 and the rules made thereunder. I further certify that all the legal requirements connected
with the Issue as also the guidelines, instructions, etc., issued by SEBI, Government of India and any other
competent authority in this behalf, have been duly complied with. I further certify that all disclosures made in
this Letter of Offer are true and correct.

SIGNED BY THE CHIEF FINANCIAL OFFICER OF OUR COMPANY

_________________________
Rajesh Dubey
Chief Financial Officer

Date: April 6, 2023

Place: Bhopal

159