Somany Ceramics Schedules NCLT Shareholder and Creditor Meetings on June 13, 2026 for Scheme of Amalgamation

Somany Ceramics Limited has convened two separate NCLT-directed meetings on Saturday, June 13, 2026 — a meeting of its equity shareholders at 11:30 A.M. (IST) and a meeting of its unsecured creditors at 12:30 P.M. (IST) — both through video conferencing (VC) / other audio-visual means (OAVM), pursuant to an order dated April 9, 2026, passed by the National Company Law Tribunal (NCLT), Kolkata Bench, Court-I, in Company Application No. C.A (CAA) NO. 35/KB/2026. Both meetings have been called to consider and, if thought fit, approve the proposed Scheme of Amalgamation of three wholly owned subsidiaries with and into Somany Ceramics Limited.

Scheme of Amalgamation: Companies Involved

The proposed Scheme involves the amalgamation of the following Transferor Companies with and into Somany Ceramics Limited (the Transferee Company):

Somany Bathware Limited (SBL / Transferor Company 1): A public limited company incorporated on December 26, 2006, engaged in trading of ceramic tiles, sanitary ware, and allied products.

Somany Excel Vitrified Private Limited (SEVPL / Transferor Company 2): A deemed public company incorporated on October 30, 2015, engaged in trading of sanitary ware and parts thereof.

SR Continental Limited (SRCL / Transferor Company 3): A public limited company incorporated on June 25, 1979, engaged in trading of ceramic tiles, sanitary ware, and allied products.

All three Transferor Companies are wholly owned subsidiaries of Somany Ceramics Limited, with nominal shares held by individual nominees on behalf of the Transferee Company. The Board of Directors of all Applicant Companies approved the Scheme at their respective Board Meetings held on November 7, 2025.

Key Meeting and Voting Details

The following table summarises the key dates and timelines associated with both NCLT-convened meetings and the remote e-voting process:

Parameter: Equity Shareholders Meeting Unsecured Creditors Meeting Meeting Date: Saturday, June 13, 2026 Saturday, June 13, 2026 Meeting Time: 11:30 A.M. (IST) 12:30 P.M. (IST) Mode of Meeting: VC / OAVM VC / OAVM Cut-off Date for E-Voting: Saturday, June 6, 2026 Wednesday, December 31, 2025 Cut-off Date for Sending Notice: Friday, May 1, 2026 Wednesday, December 31, 2025 Remote E-Voting Start: Wednesday, June 10, 2026 at 9:00 A.M. (IST) Wednesday, June 10, 2026 at 9:00 A.M. (IST) Remote E-Voting End: Friday, June 12, 2026 at 5:00 P.M. (IST) Friday, June 12, 2026 at 5:00 P.M. (IST) Chairperson: Adv. Namrata Basu Adv. Namrata Basu Scrutinizer: Mr. Siddhartha Mukhopadhyay Mr. Siddhartha Mukhopadhyay

The NCLT has appointed Adv. Namrata Basu as Chairperson and Mr. Siddhartha Mukhopadhyay as Scrutinizer for both meetings. The Scrutinizer is required to submit the voting report to the Chairperson within 7 days of the conclusion of the meetings, following which the Chairperson shall report the results to the Tribunal within four weeks.

Capital Structure of the Applicant Companies

The capital structures of the Transferor Companies and the Transferee Company, as relevant to the Scheme, are outlined below:

Company: Authorised Capital (Rs.) Paid-up Capital (Rs.) Somany Bathware Limited: 1,00,00,000/- (10,00,000 equity shares of Rs. 10/- each) 50,00,000/- (5,00,000 equity shares of Rs. 10/- each) Somany Excel Vitrified Private Limited: 10,00,00,000/- (80,00,000 equity + 20,00,000 preference shares of Rs. 10/- each) 3,51,00,000/- (35,10,000 equity shares of Rs. 10/- each) SR Continental Limited: 10,00,00,000/- (1,00,00,000 equity shares of Rs. 10/- each) 2,68,50,000/- (26,85,000 equity shares of Rs. 10/- each) Somany Ceramics Limited: 32,30,00,000/- (16,15,00,000 equity shares of Rs. 2/- each) 8,20,25,612/- (4,10,12,806 equity shares of Rs. 2/- each)

The pre- and post-scheme shareholding of Somany Ceramics Limited will remain unchanged, as no new shares are being issued as part of the consideration. Promoters and Promoter Group hold 55.00% (2,25,58,791 shares) and the Public holds 45.00% (1,84,54,015 shares) of the total 4,10,12,806 equity shares.

Unsecured Creditors: Key Details

In addition to the equity shareholder meeting, the NCLT has directed a separate meeting of the unsecured creditors of Somany Ceramics Limited. The notice for this meeting was dispatched on May 11, 2026 to all unsecured creditors as on the cut-off date of December 31, 2025. The quorum for the unsecured creditors' meeting has been fixed at 2 (two) unsecured creditors present in person or by proxy in virtual mode. The following table summarises the amounts due to unsecured creditors across the Applicant Companies:

Company: Amount Due to Unsecured Creditors (as on December 31, 2025) Somany Bathware Limited: Nil Somany Excel Vitrified Private Limited: Rs. 195.51 Lakhs SR Continental Limited: Nil Somany Ceramics Limited: Rs. 396.06 Crores

Rationale and Salient Features of the Scheme

The Board of Directors of the Applicant Companies have cited the following key rationale for the proposed amalgamation:

Consolidation of business operations of entities under common control into a single company.

Business synergy through pooling of physical, financial, and human resources.

Integration of trading activities of the Transferor Companies with the manufacturing and trading operations of Somany Ceramics Limited.

Reduction in overheads, elimination of duplicate work, and enhanced overall business efficiency.

Significant reduction in multiplicity of legal and regulatory compliances.

Enhancement of shareholders' value of both the Transferor and Transferee Companies.

The Appointed Date for the Scheme is April 1, 2025. Upon the Scheme becoming effective, the Transferor Companies shall stand dissolved without winding up, and their entire undertakings, assets, liabilities, and obligations shall vest in Somany Ceramics Limited. Since the Transferor Companies are wholly owned subsidiaries, no shares will be issued or allotted as consideration.

Voting Process and Approval Threshold

The e-voting facility for both meetings is being provided by Central Depository Services (India) Limited (CDSL). For the equity shareholder meeting, shareholders holding shares as on the cut-off date of June 6, 2026 are eligible to vote. For the unsecured creditors' meeting, voting rights are in proportion to the principal amount due as on December 31, 2025. The Scheme shall be deemed approved only if a majority in number representing three-fourths in value of the respective class — equity shareholders or unsecured creditors — casting their votes through remote e-voting or e-voting during the meeting, agree to the Scheme, as required under Section 230(1) read with Section 232(1) of the Companies Act, 2013. The Scheme, if approved, will be subject to subsequent sanction by the NCLT and such other regulatory approvals as may be required.

Somany Ceramics has notified the stock exchanges of an upcoming Board of Directors meeting scheduled for Friday, May 15, 2026, to consider audited financial results and recommend a final dividend. Alongside the board meeting, the company has also scheduled a Q4 & FY26 Earnings Conference Call on the same date at 05:00 PM IST, to be represented by Mr. Abhishek Somany, MD & CEO, along with the management team. The intimation was issued on May 7, 2026, pursuant to Regulation 29(1) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Agenda for the Board Meeting

The board meeting has been convened to address several key matters. The following table summarises the primary agenda items:

Agenda Item: Details Financial Results: Audited Standalone and Consolidated Financial Results for the quarter and year ended March 31, 2026 Dividend Recommendation: Final Dividend on equity shares for Financial Year 2025-26, if any Other Matters: Routine matters and any other matter brought before the Board with the consent of the chair

The board will consider and approve the audited standalone and consolidated financial results for the quarter and full year ended March 31, 2026. Additionally, the board will deliberate on recommending a final dividend on equity shares for the Financial Year 2025-26, subject to its discretion.

Q4 & FY26 Earnings Conference Call

The earnings conference call has been organised in association with SKP Securities Ltd. and will be held on Friday, May 15, 2026, at 17:00 hrs IST. Participants may join via the Diamond Pass registration link or through the universal access numbers provided below.

Access Details: Information Date: Friday, May 15, 2026 Time: 17:00 hrs IST Diamond Pass Link: https://services.choruscall.in/DiamondPassRegistration/register?confirmationNumber=1580210&linkSecurityString=d0fc3584a Universal Access Numbers: +91 22 6280 1480 | +91 22 7115 8845

For international participants, toll-free dial-in numbers are available across multiple geographies, including the USA (18667462133), UK (08081011573), Singapore (8001012045), Hong Kong (800964448), and several other countries. For further information, participants may contact Navin B. Agrawal, Head of Institutional Equities, at +91 98200 27446, or Vaibhav Pachisia, Head of Research, at +91 98308 96666, at SKP Securities Ltd.

Trading Window Closure

In accordance with the SEBI (Prohibition of Insider Trading) Regulations, 2015, and the Company's Code of Conduct on Prohibition of Insider Trading, the trading window for dealing in the securities of Somany Ceramics will remain closed for designated persons and their immediate relatives until Sunday, May 17, 2026.

The intimation has been made available on the company's official website at www.somanyceramics.com . The communication was signed by Anuj Kalia, Company Secretary and Compliance Officer (Membership No.: A31850), on behalf of Somany Ceramics.

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