DEAR MEMBERS,

Your director's are pleased to present the 33rd Annual Report of the Company together with the Annual Audited Financial Statement for the financial year ended 31^st March, 2026. This report provides a comprehensive overview of the Company's strategic initiatives, financial performance, operational achievements and key challenges faced during the fiscal year, along with insights into the Company's future growth trajectory.

1. FINANCIAL HIGHLIGHTS

The summary of the Company's financial performance for the year under review along with previous year figures are given hereunder:

2. OPERATIONS:

During the year under review, on Consolidated basis, your Company registered Gross Revenue of Rs. 2,30,579.58 Lacs, whereas the Profit before Tax and Profit after Tax (PAT) for the year stood at Rs. 2,264.36 Lacs and Rs. 1,009.15 Lacs respectively.

On a Standalone basis, the Company registered Gross Revenue of Rs. 85,017.35 Lacs, whereas the Profit Before Tax and Profit after Tax (PAT) for the year stood at Rs. 3,416.99 Lacs and Rs. 2,378.05 Lacs, respectively.

3. TRANSFER TO RESERVES:

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

4. DIVIDEND ON EQUITY SHARES:

During the financial year 2025-26 your Board has not recommend any dividend on equity share in order to conserve Cash and growth plans of the Company.

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

5. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

The Ministry of Corporate Affairs has notified provisions relating to unpaid / unclaimed dividend under Sections 124 and 125 of Companies Act, 2013 and Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016. As per these Rules, all unclaimed/unpaid dividend, application money, debenture interest and interest on deposits as well as the principal amount of debentures and deposits, as applicable, remaining unclaimed /unpaid for a period of seven years from the date they became due for payment, shall be transferred to the Investor Education and Protection Fund (IEPF) Authority. No claim shall be entertained against the Company for the amounts so transferred.

As per Section 124(6) of the Act read with the IEPF Rules as amended, all the Shares in respect of which dividend has remained unpaid/unclaimed for seven consecutive years or more are required to be transferred to IEPF Account. The Company is in process to send notice / reminders to the concerned members and to publish notice regarding the same in newspaper(s). If the unclaimed shares and unclaimed dividends are not claimed by the time, the Company will initiate necessary steps to transfer the same, if required, to IEPF without further notice.

In the event of transfer of Shares and the unclaimed dividends to IEPF, Members are entitled to claim the same from IEPF by submitting an online application in the prescribed Form IEPF-5 available on the website www.iepf.gov.in and sending a physical copy of the same duly signed to the Company along with the requisite documents enumerated in the Form IEPF-5. Members can file only one consolidated claim in a financial year as per the IEPF Rules.

Members who have not encashed dividend warrants may approach the Registrar and Share Transfer Agent of the Company to obtain payment thereof. The details of unpaid/unclaimed dividends for last seven financial year can be viewed on Company's website i.e. www.somindia.com, which was uploaded in compliance with the provisions of the IEPF (Uploading of information regarding unpaid and unclaimed amount lying with Companies) Rules, 2012.

6. MAJOR KEY DEVELOPMENTS:

Major expansion in Uttar Pradesh

• The Company substantially progressed its greenfield brewery project at Farrukhabad, Uttar Pradesh, aimed at creating a significant manufacturing and distribution hub for North India.

• The project envisaged a brewery capacity of around 1 crore cases annually, with an integrated IMFL/distillery opportunity in subsequent phases.

• Commercial production subsequently commenced in June 2026, marking an important milestone immediately after FY26.

Odisha capacity expansion completed

• Capacity at the Odisha brewery was expanded from 60 lakh cases to 90 lakh cases annually.

• The expansion strengthens SOM's ability to serve Odisha, Jharkhand, West Bengal and other eastern markets, while improving manufacturing leverage.

Strengthening of market presence and geographic diversification

• We continued our strategy of reducing dependence on its traditional core markets and expanding into new geographies.

• The Company strengthened its presence in Jharkhand, where it reported becoming the second-largest beer company with approximately 22% market share.

• The Company also continued to develop opportunities in Tamil Nadu, Uttar Pradesh and other markets.

Strong IMFL portfolio momentum

• IMFL remained an important growth vector, with the portfolio showing strong volume momentum. ^•

• This was part of the broader strategy of increasing the contribution of IMFL alongside the established beer business.

Brand and premiumisation initiatives

• The Company continued to broaden its brand portfolio and strengthen its presence across price segments.

• Hunter, Power Cool, Legend and Woodpecker remained important components of the beer portfolio, while the IMFL portfolio was being expanded to create a broader premium/mid-premium offering.

• The strategy was increasingly focused on premiumisation, product innovation and a wider portfolio across consumer price points.

Investment-led capacity build-out and operating leverage

• FY26 represented a transition from the earlier phase of capacity creation toward utilisation and market monetisation.

• The UP investment, together with the Odisha expansion and existing Karnataka/Hassan capacity, materially increased the Group's manufacturing footprint.

7. CHANGE IN THE NATURE OF BUSINESS, IF ANY:

There has been no change in nature of the business of the

Company during the financial year under review.

8. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES:

• Subsidiaries:

The following Companies are the Subsidiaries:

ACCOUNTS OF SUBSIDIARY COMPANIES

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

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

Further, the Annual Accounts of the Subsidiary Companies and the detailed related information shall be made available to shareholders of the Company and of its Subsidiary Companies upon request and the Annual Accounts of the subsidiary companies shall also be kept for inspection by any shareholder in the head office of the Company and the office of its subsidiary companies. Further, the annual accounts for the FY 2025-26 of the subsidiary companies are available on the website of the Company i.e., www.somindia.com.

• Associates:

The Company does not have any Associates.

• Joint Ventures:

The company does not have any Joint ventures.

9. BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL:

The composition of the Board is in accordance with provisions of Section 149 of the Companies Act, 2013 and Regulation 17 of the Listing Regulations, with an appropriate combination of Executive, Non-Executive, Women and Independent Directors.

As on 31^st March, 2026, the Board of Directors of the Company comprised of following Eight (8) Directors including Two (2) Whole Time Director One (1) Managing Director, One (1) NonExecutive, Non-Independent Director and Four (4) Independent Directors.

None of the Directors is disqualified from being appointed as 'Director', pursuant to Section 164 of the Act or under any other applicable laws. The Company has obtained a certificate from M/s. N.K. Jain & Associates, Practicing Company Secretaries, that none of the directors on the Board of the Company has been debarred or disqualified from being appointed or continuing as directors of companies by the Securities and Exchange Board of India (the "SEBI")/Ministry of Corporate Affairs (the "MCA") or any such statutory authorities as on 31^st March, 2026. A copy of the said certificate is attached to the Corporate Governance Report, which is annexed hereto and forms part of this Report.

• Women Director:

In terms of the provision of Section 149 of the Companies Act, 2013 and Regulation 17 (1) of the Listing Regulations, a Company shall have at least one woman director on the board of the Company. Your Company has one women directors on the Board. ^•

• Retirement by rotation:

In accordance with the provisions of the Companies Act, 2013, Mr. Rajat Batra, Director, retires by rotation at the ensuing Annual General Meeting and, being eligible, offers himself for re-appointment. A brief profile of the Director proposed to be re-appointed is provided in the Notes to the Notice of the ensuing Annual General Meeting.

• Appointment/ Re-appointment:

Mr. Uma Kant Samal (DIN: 08669929) was re-appointed as Non-Executive/Independent Director of the Company on attaining the age of 75 years for a further period of 2 years with effect from April 20, 2025 and such re-appointment was approved by the Shareholders at the Extraordinary General Meeting of the Company held on March 24, 2025.

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

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

10. DIRECTOR'S APPOINTMENT AND REMUNERATION POLICY:

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

11. BOARD AND ITS COMMITTEES:

The Board, as on March 31, 2026 comprises 8 Members - 3 Executive Directors and 4 Non-Executive/Independent Directors and 1 Non-Executive/ Non-Independent Directors. During the period under review, your directors met 7 (Seven) times. The maximum time-gap between any two consecutive meetings was within the period prescribed under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Details of number of meetings of Board and various Committees attended during the year by each Director/ Member is disclosed in the Corporate Governance Report forming part of this Annual Report.

The Board, as on March 31, 2026 has (7) Seven Committees namely, Audit Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee, Stakeholder Relationship Committee, Risk Management Committee, Executive Legal and Borrowing Committee and Fund Raising Committee.

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

Further after closure of the financial year, Mr. Om Prakash Singh has tendered his resignation from the post of the Company Secretary & Compliance Officer of the Company 27^th April, 2026.

Evaluation of Board, its committees & Directors:

Pursuant to the provisions of Companies Act, 2013 and Regulation 17 of the Listing Regulations, the Board carried out evaluation of its own as well as performance of that of its committees. The Board also carried out performance evaluation of all the individual directors. Additionally, the Nomination and Remuneration committee of the Board also carried out the

evaluation of the performance of the individual directors. The performance evaluation was carried out by the way of obtaining feedback from the directors through a structured questionnaire prepared in accordance with the Board Evaluation Policy.

The structured questionnaire prepared to evaluate the performance of individual directors, the Board and committees contained various different parameters.

The independent directors of the Company met separately at their meeting held on 10^th February 2026, without the attendance of non-independent directors and members of the management and reviewed the performance of non-independent directors, Chairman and various committees of the Board and assessed the quality, quantity and timeliness of the flow of information between the Management and the Board.

The independent directors expressed their satisfaction regarding the overall functioning of the Board and its Committees for the financial year 2025-26.

12. NUMBER OF MEETINGS OF THE BOARD, ANNUAL GENERAL MEETING AND EXTRA ORDINARY GENERAL MEETINGS & POSTAL BALLOTS:

During the year, 7 meetings of the Board of Directors were held. The maximum time gap between any two Meetings was not more than one hundred and twenty days. These Meetings were well attended.

The 32^nd Annual General Meeting of the Company was held on 29^th September 2025, and One Extraordinary General Meeting were held on 12^th December, 2025.

Detailed information on the Meetings of the Board, its Committees, the AGM/ EGM & Postal Ballots is included in the Report on Corporate Governance, which forms part of this Annual Report.

13. Key Managerial Personnel & Senior Management Personnel:

Pursuant to the provisions of Section 203 of the Companies Act, 2013, the Key Managerial Personnel (KMP) of the Company are as follows:

*Mr. Om Prakash Singh had tendered his resignation from the post of Company secretary & Compliance Officer w.e.f. 27^th April 2026. Consequently, on the recommendation of Nomination & Remuneration Committee, the Board of Directors at its meeting held on 25^th July 2026, appointed Mr. Jitendra Parihar- as a Company secretary & Compliance Officer w.e.f. 25^th July, 2026.

Pursuant to the provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Second Amendment) Regulations, 2023, the Senior Management personnel (SMP) of the Company forms part of the Corporate Governance Report

14. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirements of Section 134 (3) (c) of the Companies Act, 2013, your Directors confirm the following that:

a) in the preparation of the annual accounts for the year

ended on 31^st March, 2026, the applicable accounting standards have been followed;

b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31^st March, 2026 and of the profit of the Company as on that date;

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in

d) accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

e) the Directors have prepared the annual accounts for the year ended 31^st March, 2026 on a going concern basis.

f) the Directors have laid down Internal Financial Controls to be followed by the company and that such Internal Financial Controls are adequate and are operating effectively.

g) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

15. CORPORATE GOVERNANCE:

Since its inception, the Company has upheld the highest standards of corporate governance set out by the Securities and Exchange Board of India (SEBI). We demonstrate an unwavering commitment to transparency, integrity, and ethical conduct in all our business transactions. The Company is committed to transparency in all its transactions and places high emphasis on the business ethics.

The report on Corporate Governance as stipulated under the Listing Regulations forms an integral part of this report.

The requisite certificate from M/s. N.K. Jain & Associates Practicing Company Secretaries confirming compliance with the conditions of Corporate Governance as stipulated under Regulation 27 of the Listing Regulations is included as a part of this report.

16. CERTIFICATE ON CORPORATE GOVERNANCE FROM PRACTICING COMPANY SECRETARIES:

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

17. COMMITTEES OF THE BOARD:

The Board has constituted the following Committees to oversee various aspects of governance and operations:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

4. Corporate Social Responsibility Committee

5. Risk Management Committee

6. Executive, Legal and Borrowing Committee

7. Fund Raising Committee

A detailed overview of the composition, terms of reference, meetings held and attendance of members are provided in the Report on Corporate Governance, which forms part of

this Report. The composition and terms of reference of all the Committees of the Board of the Company are in accordance with the applicable provisions of the Act, Listing Regulations & Companies Act, 2013.

18. NOMINATION AND REMUNERATION POLICY:

Pursuant to Section 178(3) of the Companies Act, 2013 and regulation 19(4) read with Part D of schedule II of the SEBI Listing Regulations, the Board has framed a Nomination & Remuneration (NRC) Policy. This policy, inter alia, lays down:

• The criteria for determining appointment, removal, retirement, qualifications, positive attributes, tenure, and independence of directors; and

• Broad guidelines of structure & remuneration for executive- non-executive directors, key managerial personnel and other employees.

The policy is displayed on the website of the Company at - www.somindia.com

19. AUDITORS AND AUDIT REPORT:

STATUTORY AUDIT:

In accordance with section 139 of Companies Act, 2013, M/s AKB Jain & Co., Chartered Accountants, (FRN:003904C) was

re-appointed by the Company as the Statutory Auditor in the 31^st Annual General Meeting held on 28^th September, 2024 for a period of three Consecutive Years. In terms of Provision of section 139 (2) of the Companies Act, 2013 read with Rules made thereunder, Accordingly the Auditor hold office until the conclusion of the 34^th Annual General Meeting to held in year 2027.

Explanation to Auditor's Remarks:

The Auditors Report is enclosed with the financial statements in this Annual Report. There are no qualifications, reservations or adverse remarks made by M/s AKB Jain & Co., Statutory Auditors in their report for the financial year ended 31^st March, 2026.

SECRETARIAL AUDIT:

Pursuant to Section 204 and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Meeting of Board and its Powers) Rules, 2014 [including any statutory modification(s) or amendment(s) or re-enactment(s) thereof for the time being in force] and Regulation 24A (1) (b) of SEBI (Listing Obligations and Disclosure Requirements) (Third Amendment) Regulations 2024, the Board of Directors on the recommendation of the Audit Committee had appointed M/s. N.K. Jain & Associates, Company Secretaries, having Firm Registration No.: S2005MP082700, as the Secretarial Auditors of the Company to hold office for the term of 5 consecutive years from FY 2025-26 to FY 2029-2030 at such remuneration as may be decided by the Board of Directors in consultation with the Secretarial Auditors of the Company.

The Secretarial Audit Report for the financial year ended 31^st March, 2026 is appended to this Report in Form MR-3.

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. N.K. Jain & Associates, Company Secretaries to undertake the Secretarial Audit of the Company for the FY 2025

26.

The comments of Board on observations of Secretarial Auditor of the Company in their Report for the FY 2025-26 are selfexplanatory indicated below and the Report of the Secretarial Audit in Form MR-3 is annexed as Annexure I. Further, in terms of Regulation 24A of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Company carried out Secretarial Audit of its material unlisted subsidiaries i.e. (a) Woodpecker Distilleries & Breweries Private Limited and (b)

Som Distilleries and Breweries Odisha Private Limited, through M/s. Aman Jain & Associates, Company Secretaries in Practice. The reports of the secretarial audit are annexed herewith as Annexure I (A), Annexure I (B) & Annexure I (C) respectively. The Annual Secretarial Compliance Certificate duly signed by M/s N.K. Jain & Associates, Company Secretaries has been submitted to the Stock Exchanges and is annexed at Annexure I (D) to this Board's Report.

Comments by Board on observations of Secretarial Auditor:

Under Companies Act, 2013 -

The Company has not transferred the share to Investor Education and Protection Fund ("IEPF") in respect of which dividend was unpaid/ unclaimed for more than seven consecutive years, under section 124 of the Act read with applicable rules thereunder.

Management Response - The Company has initiated the process for transfer of the unpaid dividend pertaining to the Financial Years 2016-17 and 2017-18 to the Investor Education and Protection Fund ("IEPF") in accordance with the provisions of Section 124 of the Companies Act, 2013 read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended from time to time. Pursuant to the cessation/demise of the erstwhile authorised signatory of the relevant Unpaid Dividend Accounts maintained with the Bank, Mr. Rajesh Dubey has been duly designated and authorised as the new signatory for operating the aforesaid accounts and for undertaking all actions incidental to the transfer process.

The requisite banking formalities, submission of supporting documents, updation of account operating instructions with the Bank, and other statutory and procedural compliances necessary for effecting the transfer of the unpaid dividend amounts to the IEPF are presently under process. The Company is taking all necessary steps to ensure that the transfer is completed expeditiously and in full compliance with the applicable provisions of the Companies Act, 2013 and the rules framed thereunder.

Pursuant to Regulation 24A(2) of the Listing Regulations, a report on secretarial compliance has been issued by M/s. N.K. Jain & Associates for the financial year ended 31st March 2026 and the same has been submitted to stock exchanges. There are no observations, reservations or qualifications in the said report

INTERNAL AUDIT:

During the year under review, M/s. Sobhani & Agarwal, Chartered Accountants, were appointed as the Internal Auditors of the Company in accordance with the applicable provisions of the Act.

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

The Board of Directors had appointed M/s Sobhani & Agarwal, Chartered Accountant as the Internal Auditors of the Company for the F.Y. 2025-26. Internal Financial Control & Systems of the Company has been devised through its extensive experience that ensures control over various functions of its business. The Company practices Quality Management System for Design, Planning, Construction and Marketing. Periodic audits conducted by Internal Auditors and Statutory Auditors provide means whereby any weakness, whether financial or otherwise, is identified and rectified in time.

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

COST AUDIT AND MAINTANANCE OF COST RECORDS:

The Cost Audit as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013, is not required and accordingly no such cost accounts and records are made and maintained by the Company.

SECRETARIAL STANDARDS:

The Company has complied with the applicable secretarial standards issued by the Institute of Companies Secretaries of India on meeting of the Board of Directors and General Meeting.

20. DISCLOSURE AS PER SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder. The policy is displayed on the website of the company at - www.somindia.com

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

All female employees are covered under the Policy. There was no complaint received from any employee during the FY 2025-26 and hence no complaint is outstanding as on March 31,2026 for redressal.

21. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORTING:

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

22. PUBLIC DEPOSITS:

The Company has not accepted any deposits from the public under Chapter V of the Companies Act, 2013 or the corresponding provisions of Section 58A of the Companies Act, 1956. Accordingly, no amount of principal or interest on public deposits was outstanding as on the balance sheet date.

23. CORPORATE SOCIAL RESPONSIBILITY (CSR):

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

The Corporate Social Responsibility (CSR) committee is established by the Board in accordance with section 135 of the Companies Act, 2013.

The Annual report on the CSR Activities of the Company during

the year is enclosed as "(Annexure IN)" and forms part of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014.

The CSR Policy outlines the activities that can be undertaken or supported by the Company within the applicable provisions of the Companies Act, 2013, ensuring the alignment with sustainable development goals and principles.

The Company has in place Corporate Social Responsibility policy which is displayed on the website of the Company at www. somindia.com.

The Chief Financial Officer has certified that the funds disbursed on the basis the annual action plan for the financial year 202526 have been utilised for the purpose and in the manner as approved by the Board.

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

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

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

25. PARTICULARS OF EMPLOYEES:

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

In terms of Section 136(1) of the Act, the Annual Report is being sent to the Members, excluding the information regarding employee remuneration as required pursuant to Rule 5(2) and Rule 5(3) of the said Rules. Any member desirous of obtaining such information may write to the Company Secretary at compliance@somindia.com and the same will be furnished on such request.

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

26. EXTRACT OF ANNUAL RETURN:

Pursuant to Section 134(3)(a) and Section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the Annual Return as on 31^st March, 2026 in Form No. MGT-7, is available on the Company's website and can be accessed - www.somindia.com.

27. DISCLOSURE RELATING TO SOM EMPLOYEES STOCK OPTION PLAN SCHEME 2020:

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

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

Accordingly, there are no outstanding options under SOM ESOP-2020 as on March 31, 2026 and no disclosures in terms of Companies (Share Capital and Debenture) Rules, 2014 and Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 is required.

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

28. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

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

29. INDEPENDENT DIRECTORS' DECLARATION:

All the Independent Directors have submitted their disclosures to the Board that they fulfil all the requirements as stipulated in Section 149(6) & Section 150 of the Companies Act, 2013 and Regulation 16( 1 )(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. So, as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules thereof.

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

30. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The Company has familiarized its independent Directors to provide insights into the Company and to enable them to understand the Company's business in depth, to familiarize them with the processes and functionaries of the Company to assist them in understanding their roles and responsibilities. Further, the Independent Directors are provided with opportunity to interact with the Management of the Company and help them to understand the Company's strategy, their roles, rights, responsibilities in the Company, nature of the industry in which the company operates, business model of the company and such other areas as may arise from time to time through various programmes.

The said program was conducted for the familiarization of Independent directors. The details of the same can found on the website of the company - www.somindia.com.

31. INVESTOR RELATIONS:

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

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

32. LISTING:

The equity shares of the Company are listed on the National Stock Exchange of India Ltd. (NSE) and BSE Limited (BSE). The Company has paid annual listing fees for FY 2025-26 has already been paid to the credit of both the Stock Exchanges.

33. PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES:

All the related party transactions were placed before the Audit Committee for its review on a quarterly basis. An omnibus

approval of the Audit Committee had been obtained for the related party transactions which were repetitive in nature. Further, as per applicable provisions of the Listing Regulations, necessary approvals of the members of the Company were also sought for the material related party transactions proposed to be entered with the related parties.

The Board has formulated Policy on Related Party Transactions, pursuant to the applicable provisions of the Companies Act, 2013 and SEBI Listing Regulations and the same is displayed on the Company's website at www.somindia.com.

All related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business. The details regarding materially significant related party transactions made by the Company are disclosed in Form AOC-2 "(Annexure-VI.)" which forms a part of this Annual report. Your directors' draw attention of the Members to Note no. 46 of the financial statements which set out related party disclosure.

34. WTD AND CFO CERTIFICATION:

The WTD and the Chief Financial Officer of the Company have given a Certificate to the Board as contemplated in Regulation 17 of the SEBI Listing Regulations. The Certificate forms a part of this Annual Report.

35. CODE OF CONDUCT:

The Board of Directors have laid-down a "Code of Conduct" (Code) for all the Board Members and the Senior Management Personnel of the Company and the same Code is displayed on the Website of the Company - www.somindia.com. Annual declaration is obtained from every person covered by the Code.

36. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis for the year under review as stipulated under Regulation 34(2) read with Schedule V of the Listing Regulations, is presented in a separate section forming part of this Annual Report. The shareholders may refer to the Management Discussion and Analysis section of this Annual Report for comprehensive insight into the Company's strategic outlook, including industry dynamics, various opportunities and threats in the industry, risk factors and the efficacy of internal control mechanisms.

37. POLICIES AND PROGRAMMES:

The Listing Regulations mandated the formulation of certain policies for all listed companies. All such policies which are applicable to the Company are available on our website www. somindia.com.The policies are reviewed by the Board and updated based on need and new compliance requirements.

The policies and programmes adopted by the Company along with their web links are as follows:

38. RISK MANAGEMENT & INTERNAL FINANCIAL CONTROLS:

• Risk is an integral part of the business and almost every business decision requires the management to balance risk and reward. The Company has in place Risk Management Committee and Risk Management Policy framed in accordance with the Risk Management framework as issued by Reserve Bank of India Master Directions and amendments thereon.

• The Company has in place adequate Internal Financial Controls with reference to financial statements. The Audit Committee actively reviews the adequacy and effectiveness of the internal control systems and is also apprised of the internal audit findings and corrective actions.

• The internal financial control system of the Company is supplemented with internal audits, regular reviews by the management and checks by external auditors. It provides reasonable assurance in respect of financial and operational information, compliance with applicable statutes safeguarding the assets of the Company, prevention and detection of frauds, accuracy and completeness of accounting records and also ensuring compliance with the Company's policies.

• The Statutory Auditors and the Internal Auditors of the Company also provide confirmation that the internal financial controls framework is operating effectively. During the year, no material or serious observations have been highlighted for inefficiency or inadequacy of such controls.

Report of the Statutory Auditors on the Internal Financial Controls with reference to the financial statements as required under clause (i) of Sub-section 3 of Section 143 of the Companies Act,2013 ("the Act") forms part of this Annual Report as Annexure-A to the Auditors Report.

39. SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS:

During the financial year 2025-2026, there was a significant and material event on February 4^th 2026 wherein the licence was suspended of the Bhopal plant by the Excise Department, Madhya Pradesh.

40. CREDIT RATING:

The company's long-term bank loan ratings have been put under rating watch due to the concerns on account of the licence suspension at the Bhopal plant and was rated BBB+ as on 31st March 2026.

41. VIGIL MECHANISM POLICY:

The Company promotes ethical behaviour in all its business activities and has established a vigil mechanism for its Directors, Employees and Stakeholders associated with the Company to report their genuine concerns. The Vigil Mechanism as envisaged in the Companies Act, 2013 and the Rules prescribed thereunder and the Listing Regulations is implemented through the Whistle Blower Policy, to provide for adequate safeguards against victimisation of persons who use such mechanism and make provision for direct access to the Chairperson of the Audit Committee.

As per the Whistle Blower Policy implemented by the Company, the Employees, Directors, vendors or any Stakeholders associated with the Company are free to report illegal or unethical behaviour, actual or suspected fraud or violation of the Company's Codes of Conduct or Corporate Governance Policies or any improper activity to the Chairperson of the Audit Committee of the Company.

The Company has a Vigil Mechanism/ Whistle Blower policy to report genuine concerns or grievances pursuant to Section 177 of Companies Act, 2013 and Regulation 22 of the SEBI Listing Regulations. The Vigil Mechanism/Whistle Blower policy has been posted on the website of the Company www.somindia. com

42. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

During the financial year 2025-2026, there was a significant and material event on February 4^th 2026 wherein the licence was suspended of the Bhopal plant by the Excise Department, Madhya Pradesh.

43. MATERNITY BENEFIT COMPLIANCE:

The Company is committed to ensuring the welfare and rights of its employees in accordance with the applicable laws. The Company has always complied with the provisions of the Maternity Benefit Act, 1961, as amended by the Maternity Benefit (Amendment) Act, 2017.

The Company ensures that all eligible women employees are provided the statutory benefits prescribed under the Act, including paid maternity leave, continuity of salary and service during the leave period, and post-maternity support such as nursing breaks and flexible return-to-work options, as applicable. The Company remains committed to fostering an inclusive and supportive work environment that upholds the rights and welfare of its women employees in accordance with applicable laws.

44. HUMAN RESOURCES:

As a company, we place paramount importance on our people, recognizing them as our most valuable strategic assets. We are deeply committed to comprehensive talent management, fostering a culture of continuous growth, and implementing effective performance management practices to empower our teams and drive long-term organizational success. Our company

has built a dynamic and responsive organizational framework designed to drive clear and measurable business outcomes. We prioritize consistent communication and ongoing engagement to keep all team members aligned with shared goals. At the heart of our approach is a strong, value-driven culture rooted in trust, accountability, and mutual respect, ensuring every employee understands and embraces the principles that shape our decisions and actions.

The Board affirms that our remuneration practices are fully aligned with the Company's established policy, promoting fairness, ensuring equitable and transparent treatment throughout the organization.

45. OTHER DISCLOSURES AND AFFIRMATIONS:

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under the review:

1. Details relating to deposits covered under Chapter V of the Act.

2. Changes in Share Capital.

3. Issue of equity shares with differential rights as to dividend, voting or otherwise.

4. There was no application made or proceeding pending against the Company under the Insolvency and Bankruptcy Code, 2016 and before the National Company Law Tribunal or any other court.

5. Pursuant to provisions of the Section 143(12) of the Companies Act, 2013, neither the Statutory Auditors nor the Secretarial Auditor has reported any incident of fraud

to the Audit Committee during the year under review.

6. During the year under review, there were no instances of one-time settlements with Banks or Financial Institutions. Accordingly, the reasons for any difference between the valuation at the time of such settlement and the valuation done while availing loans from Banks or Financial Institutions are not applicable and, therefore, not reported.

46. ACKNOWLEDGMENT:

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

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

47. CAUTIONARY STATEMENT:

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