Somany Ceramics Limited has announced the opening of a special window for re-lodgement of transfer requests of physical shares, providing shareholders with an opportunity to rectify previously rejected transfer applications.

Regulatory Compliance and Publication

The company has fulfilled its regulatory obligations by publishing the notice in leading newspapers on 14th April, 2026. The announcement was made pursuant to SEBI circular no. HO/38/13/11(2)2026-MIRSD-POD/I/3750/2026 dated 30th January, 2026 and Regulation 47 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Special Window Timeline and Process

The special window will operate for a full year, providing ample time for shareholders to complete their transfer processes. This initiative specifically targets transfer requests that faced issues in the past due to various document or process deficiencies.

Transfer Process and Requirements

Shareholders seeking to utilize this facility must ensure all documentation is complete and errors are rectified before submission. The transfer requests must be submitted to the company's designated Registrar and Share Transfer Agent.

Share Issuance and Lock-in Provisions

Once the transfer process is completed successfully, shares will be issued exclusively in dematerialized format. The company has implemented specific lock-in provisions to ensure compliance with regulatory requirements.

Transferred shares will be issued only in demat mode and will remain under lock-in for a period of one year from the date of registration of transfer. This lock-in period will apply once all documents are found to be in order by the Registrar and Share Transfer Agent.

The notice was signed by Anuj Kalia, Company Secretary & Compliance Officer (Membership No.: A31850), and dated 13th April, 2026 from Noida. This initiative demonstrates the company's commitment to facilitating shareholder services while maintaining regulatory compliance.

Somany Ceramics Limited has received a significant regulatory milestone with the National Company Law Tribunal (NCLT) Kolkata Bench issuing its first motion order for the company's proposed amalgamation scheme. The order, pronounced on 9th April, 2026, and uploaded to the NCLT website on 10th April, 2026, sets the framework for merging three wholly-owned subsidiaries into the parent company.

Amalgamation Structure and Timeline

The comprehensive scheme involves the amalgamation of three transferor companies into Somany Ceramics Limited as the transferee company. The merger carries an appointed date of 1st April, 2025, from which the business undertakings of all transferor companies will be transferred.

Companies Involved in the Scheme

The amalgamation encompasses three transferor companies, all wholly-owned subsidiaries of Somany Ceramics Limited:

• Somany Bathware Limited (SBL) - Transferor Company 1
• Somany Excel Vitrified Private Limited (SEVPL) - Transferor Company 2
• SR Continental Limited (SRCL) - Transferor Company 3

All companies maintain their registered offices at 2, Red Cross Place, Kolkata-700001, West Bengal, within the NCLT Kolkata Bench's jurisdiction.

Stakeholder Composition and Meeting Requirements

The NCLT order details the stakeholder structure across all companies involved in the amalgamation. The tribunal's decision reflects the wholly-owned subsidiary status of the transferor companies.

Meeting Dispensations and Requirements

The NCLT has strategically dispensed with multiple meetings while requiring specific approvals. The tribunal dispensed with meetings of equity shareholders for all three transferor companies, along with meetings of secured creditors for all applicant companies and unsecured creditors for the transferor companies.

However, two critical meetings must be convened for Somany Ceramics Limited:

• Equity Shareholders Meeting: Saturday, 13th June, 2026 at 11:30 AM
• Unsecured Creditors Meeting: Saturday, 13th June, 2026 at 12:30 PM

Regulatory Framework and Compliance

The scheme operates under Sections 230 to 232 of the Companies Act, 2013, with the board of directors of all applicant companies approving the arrangement on 7th November, 2025. The NCLT noted that Somany Ceramics' shares are listed on both the National Stock Exchange of India Limited and BSE Limited.

Key compliance aspects include:

• No valuation report required due to absence of share issuance
• Statutory auditor certificates confirming accounting standard compliance
• Scheme falls outside Competition Act, 2002 purview
• No NBFC involvement in the amalgamation

Meeting Procedures and Governance

The tribunal has appointed specific officials to oversee the meeting process. Adv. Namrata Basu will serve as Chairperson for both meetings, receiving ₹1,00,000 for conducting the proceedings. Siddhartha Mukhopadhyay has been designated as Scrutinizer, with compensation of ₹80,000.

The meetings will utilize e-voting facilities in accordance with Companies (Management & Administration) Rules, 2014. The cut-off date for determining voting eligibility differs between stakeholder groups - 6th June, 2026 for equity shareholders and 31st December, 2025 for unsecured creditors.

Approval Requirements and Next Steps

For the scheme to proceed, it requires approval from a majority in number representing three-fourths in value of both equity shareholders and unsecured creditors of Somany Ceramics Limited. The Chairperson must report meeting results to the tribunal within four weeks of conclusion.

The company must also serve notices to various regulatory authorities including the Regional Director Eastern Region, Registrar of Companies West Bengal, Income Tax Department, GST authorities, and the Official Liquidator of Calcutta High Court. Upon successful completion of all requirements and approvals, the transferor companies will stand dissolved without winding up proceedings.