Order dated 21st July, 2026 passed by National Company Law Tribunal, Kolkata Bench in the Second Motion Petition relating to Scheme of Amalgamation and received on 27th July, 2026

Date: 27th July, 2026 BSE Limited National Stock Exchange of India Ltd. (NSE) Phiroze Jeejeebhoy Towers, Exchange Plaza, Dalal Street, Fort, Bandra Kurla Complex, Bandra (E), Mumbai — 400 001 Mumbai — 400 051 Scrip Code: 531548 Symbol: SOMANYCERA Dear Sir/Madam, Sub: Intimation under Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) Re: Receipt of Order dated 21st July, 2026 (“Order”) passed by National Company Law Tribunal, Kolkata Bench (“NCLT”) in the Second Motion Petition relating to Scheme of Amalgamation of Somany Bathware Limited, Somany Excel Vitrified Private Limited and SR Continental Limited (“hereinafter collectively referred to as the “Transferor Companies”) with and into Somany Ceramics Limited (“Company”/ "Transferee Company") and their respective shareholders and creditors (“Scheme”). We would like to inform you that the Hon'ble NCLT, Kolkata Bench vide its Order dated 21st July, 2026, has admitted the Second Motion Petition in connection with the Scheme of Amalgamation of Somany Bathware Limited (“SBL”/ “Transferor Company 1”), Somany Excel Vitrified Private Limited (“SEVPL” /“Transferor Company 2”) and SR Continental Limited (“SRCL”/“Transferor Company 3”) (“hereinafter collectively referred to as the “Transferor Companies”) with and into Somany Ceramics Limited (“Transferee Company”) and their respective shareholders and creditors under Sections 230 to 232 of the Companies Act, 2013 and other applicable rules and/or regulations and fixed the next date of hearing as 28th August, 2026. The Company has received the Order on 27th July, 2026. A copy of the aforesaid order, as uploaded on the website of the Hon'ble NCLT, Kolkata, is enclosed herewith. The aforesaid information may also be accessed on the website of the Company at www.somanyceramics.com. This is for your information & records. Thanking you, Yours Faithfully, For Somany Ceramics Limited Anuj Kalia Company Secretary & Compliance Officer Membership No.: A31850 Encl: as above SOMANY CERAMICS LIMITED | Corporate Office: F-36, Sector-6, Noida, 201301 (U.P.), India Registered Office: 2, Red Cross Place, Kolkata - 700 001 | Tel: (033) 22487406/5913 Corporate Identity Number (CIN): L40200WB1968PLC224116 T: 0120 - 4627900 | customer.care@somanyceramics.com | www.somanyceramics.com | 1800-1030-004 DIVISION BENCH S-11 COURT - I NATIONAL COMPANY LAW TRIBUNAL KOLKATA BENCH KOLKATA C.P.(CAA)/61(KB)2026 C.A.(CAA)/35(KB)2026 CORAM: 1. HON’BLE MEMBER(J), SMT. BIDISHA BANERJEE 2. HON’BLE MEMBER(T), MS. REKHA KANTILAL SHAH ORDER SHEET OF THE HEARING ON 21THJULY 2026 IN THE MATTER OF SOMANYBATHWARELIMITED UNDER SECTION SEC.230-232-SECONDMOTION Appearance (viavideoconferencing/physically) Ms.Tanvi Luhariwala,Adv. ] ForPetitioner Mr.PradeepJamaika,Adv. Ms.Pooja Jamaika,Adv. O R D E R 1. The Court convenedthroughhybridmode. 2. The instant application has been filed in the second stage of the proceedings under Section 230 to 232 and other applicable provisions of the Companies Act, 2013 (“Act”) for sanction of the Scheme of Amalgamation between 1) SOMANY BATHWARE LIMITEDbeingthe“TransferorCompanyNo.1/Petitionerno.1”, 2)SOMANYEXCEL VITRIFIED PRIVATE LIMITED being the “Transferor Company No. 2/Petitioner no. 2”,3)SRCONTINENTALLIMITED,beingthe“TransferorCompanyNo.3/Petitioner no. 3”, and 4) SOMANY CERAMICS LIMITED being the “Transferee Company /Petitioner no. 4” whereby and whereunder the business undertakings of the all the transferor companies is being proposed to be transferred and amalgamated into the TransfereeCompany,fromtheAppointeddateviz1stApril,2025inthemannerandon the terms and conditions stated in the said Scheme of Amalgamation (“Scheme”). On suchproposedschemecomingintoeffect,thetransferorcompaniesshallstanddissolved without the process of winding up. The copy of the said Scheme is annexed to the CompanyApplicationbeing- Annexure -A in Volume I atPage No.27-73. S.A.(Steno) 3. By an Order dated April 09, 2026 read with corrigendum order dated April 24, 2026 passedinCompanyApplication(CAA)No.35/KB/2026(Annexure-Ratpgs.472-488, Vol III), this Tribunal made the following directions with regard to meetings of shareholders andcreditors ofthe petitionercompanies: “15. Upon perusing the records and documents in the instant proceedings and considering the submissions made on behalf of the Applicants, we allow the instant applicationandmake the followingorders: A.Meetings Dispensed: 1. Meetings of the equity shareholders of the applicant companies no. 1, 2 and 3 dispensed with under Section 230(1) read with Section 232(1) of the Companies Act,2013. 2. Meetings of the Secured Creditors of all the Applicant companies dispensed withunder Section230(1)readwithSection232(1)of the Companies Act,2013. 3. Meetings of the Unsecured Creditors of the Applicant Companies no. 1, 2 and 3dispensedwithunderSection230(1)readwithSection232(1)oftheCompanies Act,2013. B.Meetings tobe Held: 1. Meeting of Equity Shareholders of the Applicant no. 4 Company/Transferee Company; 2. Meeting of Unsecured Creditors of the Applicant no. 4 Company/Transferee Company;” 4. It is submitted by the Learned Counsel appearing for the petitioners that, the meeting of theequityshareholdersoftheTransfereeCompanyasdirectedbythisBenchbyitsorder passedinCA(CAA)No.35of2026wasdulyconvenedandheldonJune13,2026under the supervisionofthe ChairpersonandScrutinizerappointedbythis Tribunal. ItissubmittedbytheLearnedCounselappearingforthepetitionersthat,themeetingof theunsecuredcreditorsoftheTransfereeCompanyasdirectedbythisBenchbyitsorder passedinCA(CAA)No.35of2026wasdulyconvenedandheldonJune13,2026under the supervisionofthe ChairpersonandScrutinizerappointedbythis Tribunal. 5. It is submitted by Learned Counsel appearing for the Petitioner(s) that the chairperson has filed its separate reports, wherein it has been respectively mentioned that the equity shareholders of the Transferee Company and unsecured creditors of the Transferee Company have passed the resolution thereby approving the Scheme of Amalgamation with requisite majority. The Chairperson’s Report including the Scrutinizer’s Report of S.A.(Steno) theNCLTconvenedmeetingsoftheequityshareholdersoftheTransfereeCompanyand unsecured creditors of the Transferee Company are annexed to the Petition being- Annexure-T atPage Nos.555-659,Volume IV. Learned Advocate appearing for the Petitioners now seeks admission of the instant petitionpresentedforsanctionofthe Scheme. 6. Learned Advocate appearing for the Petitioners further submits that in compliance with Section230(5)oftheCompaniesAct,2013andthesaidorderdatedApril09,2026read with corrigendum order dated April 24, 2026 passed in Company Application (CAA) No.35/KB/2026,noticealongwithallaccompanyingdocumentshasalreadybeenserved on the Statutory Authorities, as directed by the said order, including upon the Regional Director, Eastern Region, Ministry of Corporate Affairs, Kolkata; Registrar of Companies, West Bengal; Income Tax Department and Goods and Service Tax Authorities having jurisdiction over the Petitioner clearly indicating the PAN/ GST registration number of the company concerned; and Official Liquidator, High Court of Calcutta.Anaffidavitprovingservice,asaforesaid,hasbeenfiledbythePetitioners,and thesameformspartoftheinstantpetitionatAnnexureSatPageNos.489-554,Volume IV.Details ofthe notices serveduponthe statutoryauthorities are as follows:- Sl. Name of the Statutory Date of Service by No. Authorities hand delivery or by speed post 1. The Regional Director, Eastern April 24,2026 Region, Ministry of Corporate Affairs 2. The Registrar of Companies, West April 24,2026 Bengal 3. Income Tax authorities having April 24,2026 jurisdiction over petitioner companies 4. Goods and Service Tax authorities April 24,2026 having jurisdiction over petitioner companies 5. The Official Liquidator, High April 24,2026 Court,Calcutta S.A.(Steno) 7 [Showing first 8,000 characters — download PDF for full document]