Somany Ceramics Limited has announced its audited standalone and consolidated financial results for the quarter and financial year ended March 31, 2026. The board of directors approved the results during a meeting held on May 15, 2026, which commenced at 1:15 P.M. and concluded at 4:15 P.M. The statutory auditors, M/s. Singhi & Co., Chartered Accountants, issued an audit report with an unmodified opinion on the audited financial results for both standalone and consolidated statements.

Financial Performance

For the financial year ended March 31, 2026, Somany Ceramics reported a consolidated net profit of ₹7,407 lakh, compared to ₹5,798 lakh in the previous year. On a standalone basis, the net profit for the year stood at ₹9,907 lakh, up from ₹8,568 lakh in the prior year. Total consolidated income for the year increased to ₹280,116 lakh from ₹266,778 lakh, while standalone total income rose to ₹266,727 lakh from ₹259,413 lakh.

The following table summarises the key consolidated and standalone financial metrics for the full year:

Quarterly Performance

The fourth quarter of FY26 saw a consolidated net profit of ₹3,740 lakh, compared to ₹1,871 lakh in the corresponding quarter of the previous year. The standalone net profit for the quarter was ₹3,749 lakh, against ₹2,847 lakh in the same period last year. Total income for the quarter ended March 31, 2026, was ₹82,111 lakh on a consolidated basis and ₹76,011 lakh on a standalone basis.

Exceptional Item

During the quarter and year ended March 31, 2026, the company recognised additional provisions for past service obligations relating to gratuity and compensated absences, following the Government of India's notification of four new Labour Codes on November 21, 2025. Based on independent actuarial valuations and guidance from the Institute of Chartered Accountants of India (ICAI), these provisions amounted to ₹345 lakh and ₹509 lakh in the standalone financial results and ₹350 lakh and ₹522 lakh in the consolidated financial results for the quarter and year ended March 31, 2026, respectively. These amounts have been disclosed as 'Exceptional Items' in the results.

Balance Sheet Highlights

As at March 31, 2026, the company's consolidated total assets stood at ₹201,126 lakh, compared to ₹196,688 lakh as at March 31, 2025. Standalone total assets increased to ₹164,557 lakh from ₹154,496 lakh. Consolidated cash and cash equivalents improved significantly to ₹12,833 lakh from ₹5,979 lakh, while standalone cash and cash equivalents rose to ₹12,471 lakh from ₹5,536 lakh.

Dividend Declaration

The board has recommended a final dividend of 100%, or ₹2 per equity share of face value ₹2 each, for the financial year ended March 31, 2026. This is subject to the approval of shareholders at the ensuing 58th Annual General Meeting. If approved, the payment will be made within 30 days from the date of the AGM. Additionally, the board had earlier approved an interim dividend of ₹4 per equity share of face value ₹2 each for the financial year 2025-26.

Strategic Investments and Appointments

The board approved an investment of up to ₹8 crore by way of subscription or acquisition of equity shares in M/s. Vintage Tiles Private Limited (VTPL), an associate company engaged in the manufacturing of Polished Vitrified Tiles. The investment will be made in one or more tranches via cash consideration, with the objective of setting up a solar power plant and upgrading VTPL's existing manufacturing plant. VTPL was incorporated on September 6, 2010, and its turnover over the last three financial years is detailed below:

The company also appointed M/s. Grant Thornton Bharat LLP (FRN: AAA-7677) as its internal auditor for the financial year 2026-27, effective May 15, 2026. Grant Thornton Bharat LLP is one of the largest fully integrated assurance, tax and advisory firms in India, with over 10,000 people and presence across 19 locations in the country, and is part of a global network spanning over 145 countries with more than 68,000 professionals.

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:

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:

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:

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.