Soma Textiles & Industries shareholders approved all three ordinary resolutions at its 88th Annual General Meeting (AGM) held on July 31, 2026. The meeting, conducted via Video Conferencing (VC) and Other Audio Visual Means (OAVM), resulted in the adoption of audited financial statements for the financial year ended March 31, 2026, the reappointment of Shrikant Bhairaveshwar Bhat as a director, and the declaration of a final dividend at the rate of 5% per equity share of ₹10 each. The near-unanimous support reflects strong alignment between management and investors on corporate governance and capital distribution policies.

The voting process was scrutinized by Pravin Kumar Drolia, a practicing Company Secretary, pursuant to Section 108 of the Companies Act, 2013 and Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Remote e-voting commenced on July 28, 2026, at 9:00 A.M. IST and concluded on July 30, 2026, at 5:00 P.M. IST. Members attending the AGM who had not voted remotely were provided electronic voting facilities during the meeting via the RTA’s InstaPoll platform. The record date for determining voting eligibility was fixed at July 24, 2026.

Voting Results

A total of 15,065 eligible members holding 33,033,000 shares were entitled to vote. The consolidated results show near-unanimous support for all resolutions, with valid votes cast in favor exceeding 99.9% across all items. No invalid votes or abstentions were recorded.

The reappointment of Shrikant Bhairaveshwar Bhat (DIN: 00650380), who retires by rotation, was passed with 8,091,486 votes in favor and 46 votes against. The resolution to declare the final dividend received 8,091,492 votes in favor and 40 votes against. The adoption of financial statements garnered 8,091,492 votes in favor and 40 votes against.

Meeting Proceedings

Mrs. Teja Ranade Gadhoke, Chairman of the Company, presided over the meeting. The Company Secretary confirmed that there were no qualification remarks from the Statutory Auditors or Secretarial Auditors in their respective reports. The Chief Financial Officer addressed queries raised by members regarding the company's operations and financial performance. The meeting concluded at 4:00 P.M. with a vote of thanks.

What the Numbers Show

The overwhelming shareholder support, with less than 0.001% of votes cast against any resolution, indicates strong alignment between management and investors on corporate governance and remuneration policies. The high participation rate, with over 8 million shares voted out of 33 million eligible, suggests active engagement from the investor base despite the virtual nature of the meeting.

Soma Textiles & Industries reported a standalone net profit of ₹2.76 crore for the quarter ended June 30, 2026 (Q1FY27), marking a 43.85% decline from the previous quarter’s ₹4.88 crore. The drop was driven by a significant fall in revenue from operations to ₹28.39 crore from ₹50.82 crore in Q4FY26, as the company navigates its transition to highway construction works contracts. Despite the operational slowdown, the company remained profitable due to exceptional gains from fixed asset sales, highlighting a continued reliance on non-recurring items for bottom-line support.

The Board of Directors approved the unaudited financial results on July 31, 2026, in compliance with Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The results were reviewed by the Audit Committee and subjected to a limited review by statutory auditors Pipara & Co LLP, Chartered Accountants, Ahmedabad. The consolidated financial results mirror the standalone figures because the investment in its associate, Soma Textiles FZC, has been fully impaired, meaning no further losses from the associate are recognized.

Financial Performance Highlights

Total income for Q1FY27 stood at ₹28.57 crore, comprising ₹28.39 crore from operations and ₹18 lakh from other income. Total expenses amounted to ₹26.22 crore, with road work and site expenses constituting the largest component at ₹25.74 crore. Profit before exceptional items and tax was ₹23.5 lakh. Exceptional items contributed ₹41 lakh to the bottom line, primarily from a ₹47 lakh profit on the sale of fixed assets, partially offset by a ₹6 lakh foreign exchange loss on loans given to Soma Textiles FZC.

Change in Promoter Control and Segment Shift

A material development during the period was the change in promoter and management control pursuant to a Share Purchase Agreement dated July 9, 2025. The existing promoters, including Surendra Kumar Somany and Arvind Kumar Somany, sold their entire shareholding to new promoters Roadway Solutions India Infra Limited, Ameet Harjinder Gadhoke, and Teja Ranade Gadhoke. Consequently, the earlier management resigned, and a new board was constituted with Ameet Harjinder Gadhoke as Managing Director and Teja Ranade Gadhoke as Non-Executive Chairperson.

This leadership change coincided with a fundamental business model shift. Until September 2025, the company identified ‘Textile’ trading as its primary segment. From December 2025 onwards, it operates solely in highway construction works contracts under Ind AS 108. No separate segment information is provided for the current quarter as only one reportable segment exists.

What the Numbers Show

The reliance on exceptional items remains a notable feature of the profit structure. While operational profit before exceptional items was ₹23.5 lakh, exceptional items added ₹41 lakh, meaning non-recurring gains accounted for approximately 60% of the pre-tax profit. This divergence suggests that core operational profitability in the new highway construction segment is still stabilizing, with road work expenses consuming nearly 90% of revenue. Additionally, the full impairment of the associate investment means that any future losses from Soma Textiles FZC will not impact the consolidated bottom line, though profits will only be recognized after offsetting previously unrecognized losses.