Soma Textiles & Industries has announced the publication of recommendations from its Committee of Independent Directors regarding an open offer to shareholders. The company made this disclosure in compliance with the Securities and Exchange Board of India (SEBI) regulations under the Substantial Acquisition of Shares and Takeovers framework.

Multi-Language Publication

The recommendations were published on September 12, 2025, in multiple newspapers across different languages to ensure wide reach:

• Financial Express (English): All editions
• Jansatta (Hindi): All editions
• Navshakti (Marathi): Mumbai edition
• Ek Din (Bengali): Kolkata edition

Regulatory Compliance

The publication of these recommendations is in accordance with Regulation 26(7) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. This move demonstrates the company's commitment to transparency and adherence to regulatory requirements.

Corporate Communication

Reena Prasad, the Company Secretary & Compliance Officer of Soma Textiles & Industries, signed the official communication to the stock exchanges. The intimation was addressed to both the BSE Limited and the National Stock Exchange of India Limited, where the company's shares are listed.

Investor Implications

The publication of these recommendations is a crucial step in the open offer process, providing shareholders with insights from the independent directors regarding the offer. This information can be valuable for investors in making informed decisions about their shareholdings in Soma Textiles & Industries.

Investors and market participants are advised to review the published recommendations and consider them alongside other relevant factors when evaluating the open offer.

Soma Textiles & Industries continues to maintain its presence in the Indian textile industry.

Soma Textiles & Industries Limited faces a potential change in control as Roadway Solutions India Infra Limited (RSIIL) launches an open offer to acquire up to 25.02% stake in the textile company.

Open Offer Details

RSIIL, along with Ameet Harjinder Gadhoke and Teja Ranade Gadhoke as persons acting in concert (PACs), is offering to acquire up to 82,64,942 equity shares, representing 25.02% of the voting share capital of Soma Textiles, at a price of ₹47.14 per share. The total consideration for the open offer, if fully subscribed, would amount to approximately ₹38.96 crore.

Background of the Acquisition

The open offer follows a share purchase agreement where RSIIL and the PACs agreed to acquire a 74.98% stake from the existing promoters of Soma Textiles at ₹35.40 per share. This acquisition triggered the mandatory open offer under SEBI regulations.

Key Points of the Offer

• Offer Price: ₹47.14 per share
• Number of Shares: Up to 82,64,942 equity shares
• Percentage Stake: 25.02% of voting share capital
• Tendering Period: August 29 to September 12, 2025
• Escrow Amount: ₹10 crore deposited

Impact and Implications

If the open offer is fully subscribed, RSIIL and the PACs could potentially hold up to 100% of Soma Textiles' equity. This would result in a complete change of control, with RSIIL becoming the new promoter of the company.

About the Acquirer

Roadway Solutions India Infra Limited is primarily engaged in the construction of roadways and highways. The company focuses on EPC (Engineering, Procurement, and Construction) and HAM (Hybrid Annuity Mode) projects, particularly for government bodies like Maharashtra State Road Development Corporation, Public Works Department, and National Highway Authority of India.

Soma Textiles' Recent Performance

According to the latest available financial data, Soma Textiles reported:

The company has shown significant fluctuations in its profitability over the past three years, with a notable improvement in the most recent fiscal year.

Conclusion

This open offer represents a significant development for Soma Textiles & Industries Limited and its shareholders. The potential change in control could bring new strategic direction to the company. Shareholders are advised to carefully consider the offer details and consult their financial advisors before making a decision on tendering their shares.