Soma Textiles & Industries Ltd

Financial highlights

• Standalone Q1 FY26: revenue ₹2,839 lakh; total income ₹2,857 lakh; net profit ₹276 lakh; EPS ₹0.84.
• Consolidated Q1 FY26: revenue ₹2,839 lakh; total income ₹2,857 lakh; net profit ₹276 lakh; EPS ₹0.84.
• Promoter change: promoters sold stake to Roadway Solutions India Infra Ltd; new MD and chair appointed.
• Labour Codes effective Nov-2025; no material impact on defined benefit obligations.
• Shift to highway construction as sole segment from Dec-2025; no standalone segment information.
• Consolidated vs standalone identical; associate losses fully impaired; no further losses recognised.
• Audit: standalone and consolidated results reviewed by Audit Committee; limited review by Pipara & Co LLP.

Meeting Details

• Friday, 31 July 2025 at 10:30 A.M. through VC/OAVM.

Key Agenda Items

• Unaudited Standalone and Consolidated Financial Results for quarter ended 30 June 2026, with Auditor's Limited Review.
• Any other routine matters with permission of the Chair.

Other Notes

• Trading window closed from 1 July 2026 to 2 August 2026.

Dematerialisation status

• Securities received for dematerialisation were confirmed to depositories (accepted/rejected).
• Dematerialised securities have been listed on the stock exchanges where earlier issues are listed.
• Physical certificates were mutilated and cancelled; depository's name substituted as registered owner within prescribed timelines.

Regulatory update

• Record date for final dividend entitlement fixed at 17 July 2026.
• Sub-regulation (5) of Regulation 42 has been omitted; compliance will be ensured.
• Disclosure references the Annual Report for record date.

AGM notice

• 88th AGM scheduled for 31 July 2026 at 3:00 PM IST via VC/OAVM.

Annual report access

• Integrated Annual Report 2025-26 link sent to non-email shareholders; available at somatextiles.com.

KYC and dematerialisation

• SEBI KYC update required; dematerialise physical holdings and update PAN, contact, and nomination details.

Share communications cut-off

• Cut-off date for sending emails to members was 26 June 2026.

Book closure details

• Book closure from 17 July 2026 to 31 July 2026 inclusive for AGM-related updating.
• Purpose: updates to the Register of Members for the Eighty-Eighth AGM.
• AGM date: 31 July 2026 at 3:00 PM via VC/OAVM.

AGM Details

• AGM date/time: 31 July 2026, 3:00 PM IST via VC/OAVM.
• Mode: Video conferencing and other audio-visual means.
• Record date for dividend: 17 July 2026.
• Book closure: 17–31 July 2026 (inclusive).

Ordinary Business

• Adopt audited standalone and consolidated financial statements for year ended 31 March 2026.
• Re-appoint Shri Shrikant Bhairaveshwar Bhat as Director on rotation.
• Declare final dividend at 5% per equity share, subject to AGM approval.

Special Resolutions (Postal Ballot)

• Sunita Jamkhande appointed non-executive independent director for five years.
• Archana Sonaikar appointed non-exec independent director for five years.
• Borrowing powers increased under section 180(1)(c) of the Companies Act.
• Ameet Harjinder Gadhoke appointed Managing Director for five years.
• Narsingh Narain Giri appointed non-executive independent director for five years.

Dividend Details

• Final dividend proposed at 5% per share (₹0.50 on ₹10 face value).
• If approved, dividend payable by 14 August 2026.

Director Changes

• Ceased on 10 Oct 2025: S. K. Somany, A. K. Somany, O. P. Kabra, A. N. Shah, Rita Chatterjee.
• Archana Dheeraj Sonaikar appointed Independent Director (Nov 5, 2025–Nov 4, 2030).
• Sunita Gangadhar Jamkhande appointed Independent Director (Nov 5, 2025–Nov 4, 2030).
• Narsingh Narain Giri appointed Independent Director (Oct 10, 2025–Oct 9, 2030).
• Ameet Harjinder Gadhoke appointed MD (Oct 10, 2025–Oct 9, 2030).
• Teja Ranade Gadhoke appointed Director (Non-Executive) (Nov 5, 2025–Nov 4, 2030).
• Shri Bhairaveshwar Bhat to be re-appointed; ordinary resolution in AGM.

Auditors

• Statutory Auditors Pipara & Co. LLP (five-year term from 2022 to 2027).
• Secretarial Auditor M/s Drolia & Company appointed for five years (2025–2030).

Material Related Party Transactions

• Roadway Solutions India Infra Limited: road project and O&M; advances of ₹583.257 crore; board approved 05/11/2025.
• Roadways Solutions Precast Concrete Private Limited: one-time advance ₹811.0 crore; due diligence/valuation to finalize; board approved 05/11/2025.
• Related parties include Vadodara–Mumbai Expressway 8 Pvt Ltd, Vadodara–Mumbai Expressway Package 9 Pvt Ltd, Mumbai Falcons Racing Ltd.
• Postal Ballot approved these Material RPTs on 14/12/2025.

Other Material Approvals

• Remuneration Policy for MD, KMP and Senior Management; includes ESOS administration; policy posted on website.
• Increase in borrowing powers and related governance disclosures as part of Special Resolutions.