Somany Ceramics Sets June 13 NCLT Meetings for Amalgamation

Somany Ceramics Limited has filed a disclosure under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, dated May 12, 2026. The disclosure confirms the publication of newspaper advertisements in Business Standard, Kolkata (English Edition) and Aajkaal, Kolkata (Bengali Edition) on May 12, 2026. These advertisements pertain to the Notices of Meetings of Equity Shareholders and Unsecured Creditors of the Company, convened 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. The meetings are scheduled for Saturday, June 13, 2026, to consider and 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): Incorporated on December 26, 2006, engaged in trading of ceramic tiles, sanitary ware, and allied products.

Somany Excel Vitrified Private Limited (SEVPL): Incorporated on October 30, 2015, engaged in trading of sanitary ware and parts thereof.

SR Continental Limited (SRCL): 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. The Board of Directors of all Applicant Companies approved the Scheme at their respective Board Meetings held on November 7, 2025. It is clarified that SRCL Buildwell Private Limited, a step-down subsidiary of SR Continental Limited, shall not form part of this Scheme and shall continue as a separate legal entity; upon the Scheme becoming effective, its shareholding shall vest directly in Somany Ceramics Limited. The Company has noted that the First Motion Order from the NCLT contains an inadvertent reference to a "Scheme of Arrangement" instead of "Scheme of Amalgamation," and has initiated steps to seek rectification of the said Order.

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. Notices for the equity shareholders' meeting were dispatched on May 11, 2026 to all equity shareholders as on the cut-off date of May 1, 2026, and notices for the unsecured creditors' meeting were similarly dispatched on May 11, 2026 to all unsecured creditors as on the cut-off date of December 31, 2025, via e-mail, speed post, or registered post. The e-voting facility is being provided by Central Depository Services (India) Limited (CDSL); the necessary instructions for remote e-voting and e-voting were sent out in the respective Notices dated April 23, 2026.

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 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

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. Corporate and institutional shareholders are required to send a legible scanned certified true copy of the board resolution or authority letter, together with attested specimen signatures of the duly authorised representative(s), by email to the company at sclinvestors@somanyceramics.com and to the Scrutinizer at saptarsih2307@gmail.com , not later than 48 hours before the commencement of the meetings. Queries related to the Scheme are to be sent to Mr. Anuj Kalia, Company Secretary, at the registered office at least 7 days before the meeting. All grievances related to e-voting may be addressed to Mr. Rakesh Dalvi, Sr. Manager, CDSL, or via email at helpdesk.evoting@cdslindia.com or toll-free number 1800 21 0911. The Scheme, if approved, will be subject to subsequent sanction by the NCLT and such other regulatory approvals as may be required. Scheme documents can also be accessed on the websites of the Company, BSE Limited, National Stock Exchange of India Limited, and CDSL, and are available free of charge at the Registered Office of the Transferee Company between 11:00 A.M. (IST) to 1:00 P.M. (IST) on all working days before the meeting.

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