Soma Textiles & Industries Limited has announced several significant corporate decisions following a board meeting held on November 5, 2025. The company has made notable changes to its leadership and approved important transactions that could impact its future operations.

Board Appointments and Reconstitution

The Board of Directors has approved the appointment of two new additional independent directors:

• Mrs. Sunita Gangadhar Jamkhande
• Mrs. Archana Dheeraj Sonaikar

These appointments are part of a broader reconstitution of the Board committees, which the company states is to comply with regulatory requirements and align with a new ownership structure following an acquisition.

Material Related Party Transactions

The Board has given its approval for several material related party transactions:

• Availing Inter Corporate Deposits (ICD) | | Vadodra-Mumbai Express Package-8 | Availing Inter Corporate Deposits (ICD) | | Vadodra-Mumbai Express Package-9 | Availing Inter Corporate Deposits (ICD) | | Mumbai-Falcon | Availing Inter Corporate Deposits (ICD) |

These transactions are subject to compliance with the applicable provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Other Key Decisions

The Board meeting also resulted in several other important decisions:

1. Appointment of DSK Legal as the company's legal adviser.
2. Approval for an increase in the borrowing powers of the Board of Directors under Section 180(1)(c) of the Companies Act, 2013.
3. Approval for an increase in remuneration for Shri S B Bhat, Whole-Time Director, within the maximum limit as per the terms and conditions of his appointment.

These decisions reflect Soma Textiles & Industries Limited's efforts to strengthen its governance structure, expand its operational capabilities, and align its financial strategies with its growth plans. The appointment of new independent directors and the reconstitution of Board committees suggest a focus on enhancing corporate governance practices.

The approval of material related party transactions, particularly those involving road project execution and inter-corporate deposits, indicates potential expansion in the company's infrastructure-related activities. Meanwhile, the increase in borrowing powers points to possible plans for capital expansion or restructuring.

In a significant ownership change, the directors of Soma Textiles & Industries Limited have agreed to sell a majority stake in the company. The deal, valued at Rs 87.67 crore, will see 74.98% of the company's equity changing hands.

Key Details of the Transaction

• Sellers: Promoter and Promoter Group of Soma Textiles & Industries Limited
• Buyers:
  • Roadway Solutions India Infra Limited (Acquirer)
  • Ameet Harjinder Gadhoke
  • Teja Ranade Gadhoke
• Total Shares Sold: 2,47,68,058 equity shares (74.98% of paid-up share capital)
• Total Deal Value: Rs 87,67,42,526

Breakdown of the Share Sale

Impact and Implications

This transaction marks a significant shift in the ownership structure of Soma Textiles & Industries Limited. With nearly 75% of the company's shares changing hands, the new majority shareholders are poised to have a substantial influence on the company's future direction and operations.

The deal's structure, involving multiple buyers, suggests a strategic realignment that could potentially bring new expertise and resources to the company. Roadway Solutions India Infra Limited, as the largest acquirer, is likely to play a pivotal role in shaping the company's future strategies.

Regulatory Compliance

The transaction has been disclosed in compliance with SEBI regulations, ensuring transparency for all stakeholders. As per the LODR data, the company has promptly informed the stock exchanges about this significant change in ownership, adhering to the principles of good corporate governance.

Looking Ahead

Stakeholders will be keenly watching for any shifts in the company's business strategy, management structure, or operational focus in the coming months. The new majority shareholders may bring fresh perspectives and potentially new directions for Soma Textiles & Industries Limited.

Investors and market analysts will be closely monitoring the company for any announcements regarding changes in the board composition, strategic initiatives, or business plans that may follow this significant transaction.