Shareholders meeting

SOMA TEXTILES & INDUSTRIES LTD. 6th July, 2026 National Stock Exchange of India Ltd, The Corporate Relationship Dept. Exchange Plaza, 5th Floor, BSE Ltd. Plot No. C/1, G-Block, Floor 25, P.J. Towers Bandra-Kurla Complex, Bandra (E) Dalal Street Mumbai - 400051 Mumbai – 400 001 Sub: Submission of Annual Report 2025-26 and Notice of 88th Annual General Meeting (AGM) of the Company, pursuant to Regulation 34(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and as amended Dear Sir/ Ma’am, In compliance with requirements under Regulation 34(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and as amended, enclosed please find the Annual Report of the Company for the financial year ended 31st March, 2026 and Notice convening the 88th Annual General Meeting (AGM) of the Company to be held on Friday, the 31st Day of July, 2026 at 3.00 P.M. through Video Conferencing (“VC”)/Other Audio Visual Means (“OAVM”) The Integrated Annual Report 2025-26 containing the Notice is also uploaded on the Company’s website www.somatextiles.com Please take the same on record. Thanking you, Yours faithfully, For Soma Textiles & Industries Limited (Reena Prasad) Company Secretary & Compliance Officer M.No.-A53284 Encl: As above Registered Office Corporate Office Head Office 2, Red Cross Place, Kolkata - 700 001, India. 6, Vaswamin Mansion, Dinshaw Wachha Rd, A-244, 2nd Floor, Suvan Business Park, Tel.: +91 (33) 2248 7406 - 07 Backbay Reclamatin, Mumbai - 400 020, India Near Keval Kanta, Nagarvel Hanuman Road, Email : investors@somatextiles.com Tel.: +91 (22) 2282 6076 - 77 Rakhial, Ahmedabad – 380 023 CIN : L51909WB1940PLC010070 Email : rsharma@somatextiles.com Email : rsharma@somatextiles.com www.somatextiles.com subject to ahmedabad jurisdiction (cid:27)(cid:31)(cid:28)(cid:29)(cid:31)(cid:30)(cid:31) SOMA TEXTILES & INDUSTRIES LIMITED 88th Annual Report 2025-2026 BOARD OF DIRECTORS Shri Ameet Harjinder Gadhoke - Managing Director w.e.f. 10th Oct, 2025 Smt. Teja Ranade Gadhoke - Chairman (Non-Executive) w.e.f. 10th Oct, 2025 Shri S. B. Bhat - Whole-Time Director & CFO Shri Narsingh Narain Giri - Non-Executive Independent Director w.e.f. 10th Oct, 2025 Smt. Archana Dheeraj Sonaikar - Non-Executive Independent Director w.e.f. 05th Nov, 2025 Smt. Sunita Gangadhar Jamkhande - Non-Executive Independent Director w.e.f. 05th Nov, 2025 Shri S. K. Somany - Chairman (Non-Executive) Upto 10th Oct, 2025 Shri A. K. Somany - Managing Director Upto 10th Oct, 2025 Shri O. P. Kabra - Non-Executive Independent Director Upto 10th Oct, 2025 Shri A. N. Shah - Non-Executive Independent Director Upto 10th Oct, 2025 Smt. Rita Chatterjee - Non-Executive Independent Director Upto 10th Oct, 2025 COMPANY SECRETARY Smt. Reena Prasad AUDITORS Pipara & Co. LLP Chartered Accountants Pipara Corporate Office, Near Bandhan Bank Ltd. Netaji Marg, Law Garden, Ahmedabad – 380006. BANKERS AXIS Bank Limited ICICI Bank Limited REGISTERED OFFICE 2, Red Cross Place, Kolkata - 700 001 Ph. No. : 033-22487406/07 CIN: L51909WB1940PLC010070 E-mail: investors@somatextiles.com Website: www.somatextiles.com CONTENTS PAGE NOS. Notice 2 REGISTRAR & TRANSFER AGENT MUFG Intime India Private Limited Directors’ Report 13 C-101, 247 Park, L.B.S. Marg, Corporate Governance Report 33 Vikhroli (West), Mumbai-400083 Ph. No. : 1800 1020 878 E-mail : rnt.helpdesk@in.mpms.mufg.com Auditors’ Report 58 Balance Sheet 68 BRANCH OFFICE AT : Statement of Profit and Loss 69 506-508, Amarnath Business Centre 1 (ABC-1) Besides Gala Business Center, Cash Flow Statement 70 Near Xt. Xavier’s College Corner, Significant Accounting Policies 72 Off C G Road, Ahmedabad-380 006 Phone No. : 079 –26465179- 86- 87 Notes to the Financial Statements 80 E-mail : ahmedabad@in.mpms.mufg.com Consolidated Financial Statement 107 ANNUAL REPORT 2025-26 NOTICE OF THE 88TH ANNUAL GENERAL MEETING TO THE SHAREHOLDERS NOTICE is hereby given that the Eighty-Eight (88th ) Annual General Meeting of the Members of Soma Textiles & Industries Limited will be held on Friday, the 31st day of July, 2026 at 3:00 P.M. (IST)through Video Conferencing (“VC”)/ Other Audio Visual Means (“OAVM”) to transact the following business:- ORDINARY BUSINESS: 1. T o receive, consider and adopt the Audited Financial Statements of the Company for the Financial Year ended 31st March, 2026 (both Standalone and Consolidated basis), together with the Reports of the Auditors and the Board of Directors thereon. To consider and if thought fit, to pass the following resolution as an Ordinary Resolution: “RESOLVED THAT the Audited Financial Statements of the Company for the financial year ended 31st March, 2026 (both Standalone and Consolidated basis), containing the Audited Balance Sheet as on 31st March, 2026 and the Statement of Profit and Loss account and Cash Flow Statement for the financial year ended 31st March, 2026 together with the Reports of the Directors’ and Auditors’ thereon be and are hereby received, considered and adopted.” 2. T o appoint a Director in place of Shri Shrikant Bhairaveshwar Bhat (DIN: 00650380), who retires by rotation and being eligible, offers himself for re-appointment. T o consider and if thought fit, to pass the following resolution as an Ordinary Resolution: “RESOLVED THAT Shri Shrikant Bhairaveshwar Bhat (DIN: 00650380), who retires by rotation and being eligible offers himself for re-appointment, be and is hereby re-appointed as a Director of the Company.” 3. T o declare Final Dividend at the rate of 5% per Equity Share Capital of ` 10 each of the company for the Financial Year ended 31st March 2026. T o consider and if thought fit, to pass the following resolution as an Ordinary Resolution: “RESOLVED THAT a Final Dividend at the rate of 5%, i.e, ` 0.5/- per Equity Share Capital of ` 10 each of the company for the Financial Year ended 31st March 2026, as recommended by the Board of Directors, be and is hereby approved and declared on the entire Issued, Subscribed and Paid-up Equity Share Capital of the Company, comprising of 3,30,33,000 Equity Shares of face value of 10/- each.” By order of the Board of Directors Registered Office: 2, Red Cross Place, (Reena Prasad) Kolkata – 700 001 Company Secretary Dated, the 12th Day of June, 2026 M. No.: A 53284 Notes: 1. P ursuant to the General Circular Nos. 14/2020 dated April 8, 2020 and 17/2020 dated April 13, 2020, in relation to “Clarification on passing of ordinary and special resolutions by companies under the Companies Act, 2013”, General Circular Nos. 20/2020 dated May 5, 2020 and subsequent circulars issued in this regard, the latest being 03/2025 dated September 22, 2025 issued by SEBI (hereinafter collectively referred to as “the Circulars”), companies are allowed to hold AGM through VC, without the physical presence of members at a common venue. Hence, in compliance with the Circulars, the 88th AGM of the Company is being held through VC/OAVM on Friday, the 31st day of July, 2026, at 3:00 P.M. (IST) which does not require the physical presence of Members at a common venue. The deemed venue for the AGM shall be the Registered Office of the Company. 2. P ursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 (as amended), and MCA Circulars the Company is providing facility of remote e-voting to its Members in respect of the business to be transacted at the AGM. For this purpose, the Company has entered into an agreement with Central Depository Services (India) Limited (CDSL) for facilitating voting through electronic means, as the authorized e-Voting’s agency. SOMA TEXTILES & INDUSTRIES LIMITED 3. T he Company has engaged the services of MUFG Intime India Private Limited (‘MUFG Intim’) as the authorized agency for conducting of the e-AGM and providing e-v [Showing first 8,000 characters — download PDF for full document]