Som Distilleries & Breweries has scheduled its 33rd Annual General Meeting (AGM) for September 29, 2026. The meeting will seek shareholder approval for a ₹25 crore preferential allotment of convertible equity warrants to promoter Deepak Arora.

Preferential allotment details

The board approved the issuance of up to 32,12,955 Convertible Equity Warrants with a face value of ₹2 each. The issue price is set at ₹77.81 per warrant, including a premium of ₹75.81. The aggregate consideration is up to ₹25,00,00,028.55.

The warrants are convertible into equity shares within 18 months from the date of allotment. The conversion price will be determined based on the relevant date of August 28, 2026, as per SEBI ICDR Regulations. The proceeds are intended for working capital and general corporate purposes.

Payment terms require 25% of the warrant price at subscription, with the balance 75% payable upon conversion. If warrants remain unexercised after 18 months, they lapse and the subscription amount is forfeited. The issuance requires a special resolution at the AGM.

AGM and annual report approval

The 33rd AGM will be held via Video Conferencing or Other Audio Visual Means (OAVM). The register of members and share transfer books will remain closed from September 23, 2026 to September 29, 2026 (both days inclusive).

The record date for determining eligibility for the AGM is September 22, 2026. Remote e-voting begins on September 26, 2026, and ends on September 28, 2026. M/s N.K. Jain & Associates has been appointed as the scrutinizer for the e-voting process.

Additionally, the board recommended the re-appointment of Mr. Rajat Batra as a director retiring by rotation, subject to shareholder approval. The board also approved the Annual Report and Directors' Report for FY26.

Som Distilleries & Breweries reported a sharp contraction in profitability for FY26, with consolidated net profit after tax (PAT) falling 90% year-on-year to ₹103.6 crore. The decline was primarily driven by regulatory disruptions at its key manufacturing facility in Bhopal and lower overall volumes.

Financial Performance

The company’s total income decreased 14.8% to ₹2,305.8 crore from ₹2,835.2 crore in the previous fiscal year. EBITDA contracted significantly by 56.8% to ₹78.0 crore, reflecting severe operating deleverage as fixed costs remained high amidst reduced production levels.

Profit before tax dropped to ₹226.4 crore from ₹1,436.8 crore. An exceptional item of ₹118.7 crore, related to a customs duty demand on earlier imports, further weighed on the bottom line.

Operational Headwinds

Total volume declined 17.7% to 202.2 lakh cases. Beer volumes, which constitute the bulk of the business, fell 20.1% to 187.2 lakh cases. However, the Indian Made Foreign Liquor (IMFL) segment showed resilience, growing 31.8% to 15.0 lakh cases.

The most material operational event was the suspension of the manufacturing license at the Bhopal plant effective February 4, 2026. This disruption halted production for the final two months of the financial year, directly impacting fourth-quarter volumes and profitability. Management attributed the sharp deterioration in Q4 performance largely to this license issue, compounded by weakness in the Karnataka market and higher input costs.

Strategic Developments

Despite near-term challenges, the company continued investing in long-term capacity. Commercial production commenced at its new greenfield brewery in Uttar Pradesh during Q1 FY27. Additionally, the Odisha facility was expanded from 60 lakh to 90 lakh cases annually to strengthen presence in eastern markets.

What the Numbers Show

The disproportionate decline in EBITDA relative to revenue highlights the impact of lower capacity utilization. While revenue fell nearly 15%, EBITDA dropped over 56%, indicating that fixed costs were not adequately absorbed due to the production halt. This operating leverage risk remains until the new Uttar Pradesh capacity ramps up and the Bhopal license is resolved.