SOMANY

Date: 11th May, 2026

BSE Limited
Phiroze Jeejeebhoy Towers,
Dalal Street, Fort,
Mumbai — 400 001
Scrip Code: 531548

National Stock Exchange of India Ltd. (NSE)
Exchange Plaza,
Bandra Kurla Complex, Bandra (E),
Mumbai — 400 051
Symbol: SOMANYCERA

Sub: Disclosure pursuant to Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations")

Re: Notice of Meeting of Equity Shareholders of Somany Ceramics Limited ("the Company") pursuant to Order dated 9th April, 2026 of the Hon'ble National Company Law Tribunal, Kolkata Bench ("NCLT"), in the matter of 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").

Dear Sir/Madam,

In continuation of our earlier intimation dated 11th April, 2026 regarding receipt of first motion order passed by Hon'ble National Company Law Tribunal, Kolkata Bench, Court- I and pursuant to Regulation 30 of the Listing Regulations, a meeting of the Equity Shareholders of the Company is scheduled to be held on Saturday, 13th June, 2026 at 11:30 A.M. (IST) through video conferencing ("VC")/ other audio visual means ("OAVM") as per details mentioned hereunder ("Meeting"):

Sl. No.	Details	Particulars
1.	Day, Date and Time of NCLT Convened Meeting	Saturday, 13th June, 2026 at 11:30 A.M. (IST)
2.	Mode of NCLT Convened Meeting	Video Conference (VC)/ Other Audio-Visual Means (OAVM)
3.	Cut-off Date for e-voting	Saturday, 6th June, 2026
4.	Cut-off date for determining eligible shareholders for sending notice	Friday, 1st May, 2026
5.	Remote e-voting start day, date and time	Wednesday, 10th June, 2026 at 9:00 A.M. (IST)
6.	Remote e-voting end day, date and time	Friday, 12th June, 2026 at 5:00 P.M. (IST)

In this regard, we enclose herewith the notice, explanatory statement under Sections 230(3), 232(1) and (2) and 102 of the Companies Act, 2013 read with Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 and the annexures thereto ("Notice"). A copy of this Notice is also placed on the website of the Company at https://www.somanyceramics.com/investor-relation/amalgamation-with-wos and will also be available on the websites of the Stock Exchanges where Equity Shares of the Company are listed, i.e. BSE at www.bseindia.com and NSE at www.nseindia.com and on the website of CDSL at www.evotingindia.com.

The dispatch of the Notice of the Meeting along with the Explanatory Statement and other relevant annexures is being done on 11th May, 2026 to all Equity Shareholders of the Company whose names appeared in the Register of Members / list of Beneficial Owners as on the cut-off date, through registered post / speed post / courier or e-mail (where the e-mail addresses were registered with the Company's Registrar & Share Transfer Agent / Depository Participant(s) / Depositories), as applicable.

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 | [email protected] | www.somanyceramics.com | 1800-1030-004

SOMANY

In compliance with the provisions of Section 108 of the Act, read with Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended from time to time, Regulation 44 of the Listing Regulations, Secretarial Standards-2 on General Meeting, SEBI circulars, MCA circulars; the Members are provided with the facility to cast their vote electronically, through the e-voting services provided by Central Depository Services (India) Limited ("CDSL"), on the resolution set forth in this Notice. The facility of casting votes by a member using remote e-voting system before the Meeting as well as e-voting during the meeting will be provided by CDSL.

This is for your information & records.

Thanking you,

Yours Faithfully,

For Somany Ceramics Limited

ANUJ
KALIA
Digitally signed
by ANUJ KALIA
Date: 2026.05.11
20:03:04 +05'30'

Anuj Kalia
Company Secretary & Compliance Officer
Membership No.: A31850

Encl: as above

SOMANY

SOMANY CERAMICS LIMITED

CIN: L40200WB1968PLC224116; Phone: 033-2248 7406/5913;

Registered Office: 2, Red Cross Place, Kolkata-700 001 West Bengal, India;

Email: [email protected]/[email protected];

Website: www.somanyceramics.com

HON'BLE NATIONAL COMPANY LAW TRIBUNAL CONVENED MEETING OF THE EQUITY SHAREHOLDERS OF SOMANY CERAMICS LIMITED

NOTICE TO THE EQUITY SHAREHOLDERS OF SOMANY CERAMICS LIMITED

(convened pursuant to the order dated 9th April, 2026 passed by the National Company Law Tribunal, Kolkata Bench)

DETAILS OF THE MEETING:

Day	Saturday
Date	13th June, 2026
Time	11:30 A.M. (IST)
Mode of meeting	Through Video Conferencing (VC) or Other Audio-Visual Means(OAVM)

DETAILS OF REMOTE E-VOTING:

Cut-off date for determining eligible shareholders for sending notice	Friday, 1st May, 2026
Cut-off date for e-voting	Saturday, 6th June, 2026
Remote e-voting start day, date and time	Wednesday, 10th June, 2026 at 9:00 A.M. (IST)
Remote e-voting end day, date and time	Friday, 12th June, 2026 at 5:00 P.M. (IST)

INDEX:

Sl. No.	Contents	Page No.
1.	Notice of NCLT Convened Meeting of Equity Shareholders of Somany Ceramics Limited (“Transferee Company”).	3-16
2.	Explanatory Statement under Sections 102, 230(3) to 232 and other applicable provisions of the Companies Act, 2013 read with Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, Securities Exchange Board of India (“SEBI”) (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with other applicable SEBI circulars.	17-41
3.	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 the Somany Ceramics Limited (“Transferee Company”) and their respective shareholders and creditors under Sections 230 to 232 of the Companies Act, 2013, enclosed herewith marked as Annexure 1.	42-88

Sl. No.	Contents	Page No.
4.	Copies of Audited financial statements of all the Transferor Companies for the Financial Year ended on 31^{st} March, 2025 and copies of Unaudited financial results of all the Transferor Companies for the period ended on 31^{st} December, 2025, enclosed herewith marked as Annexure 2.	89-186
5.	Copy of Audited financial statements of the Transferee Company for the Financial Year ended on 31^{st} March, 2025 and copy of Unaudited financial results of the Transferee Company for the period ended on 31^{st} December, 2025, enclosed herewith marked as Annexure 3.	187-247
6.	Copy of Order dated 9^{th} April, 2026 passed by the National Company Law Tribunal, Kolkata Bench, enclosed herewith marked as Annexure 4.	248-263

The Notice of the Meeting, Statement under Sections 102, 230 to 232 and other applicable provisions of the Companies Act, 2013 and Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI Master Circular on Scheme of Arrangement (SEBI/HO/CFD/POD-2/P/CIR/2023/93) dated June 20, 2023 ('SEBI Circular') and other applicable circulars and Annexure 1 to Annexure 4 of this Notice constitute a single and complete set of documents and should be read in conjunction with each other, as they form integral part of this document.

FORM NO. CAA. 2
IN THE NATIONAL COMPANY LAW TRIBUNAL
KOLKATA BENCH, COURT- I
C.A (CAA) NO. 35/KB/2026

In the matter of:
The Companies Act, 2013;

AND

In the matter of:
An application under Sections 230 to 232 of the Companies Act, 2013 read with Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 and other applicable provisions of the Companies Act, 2013;

AND

IN THE MATTER OF SCHEME OF AMALGAMATION OF:

1) SOMANY BATHWARE LIMITED, a Company within the meaning of Companies Act, 2013 and having its registered office at 2, Red Cross Place, Kolkata-700001, West Bengal, within the aforesaid jurisdiction.
...APPLICANT NO. 1 /TRANSFEROR COMPANY NO. 1

AND

2) SOMANY EXCEL VITRIFIED PRIVATE LIMITED, a Company within the meaning of Companies Act, 2013 and having its registered office at 2, Red Cross Place, Kolkata-700001, West Bengal, within the aforesaid jurisdiction.
...APPLICANT NO. 2/ TRANSFEROR COMPANY NO. 2

AND

3) SR CONTINENTAL LIMITED, a Company within the meaning of Companies Act, 2013 and having its registered office at 2, Red Cross Place, Kolkata-700001, West Bengal, within the aforesaid jurisdiction.
...APPLICANT NO. 3/ TRANSFEROR COMPANY NO. 3

AND

4) SOMANY CERAMICS LIMITED, a Company within the meaning of Companies Act, 2013 and having its registered office at 2, Red Cross Place, Kolkata-700001, West Bengal, within the aforesaid jurisdiction.

...APPLICANT NO. 4/ TRANSFEREE COMPANY

IN THE MATTER OF:

1) SOMANY BATHWARE LIMITED
2) SOMANY EXCEL VITRIFIED PRIVATE LIMITED
3) SR CONTINENTAL LIMITED
4) SOMANY CERAMICS LIMITED

...Applicant Companies

NOTICE CONVENING THE MEETING OF THE EQUITY SHAREHOLDERS OF SOMANY CERAMICS LIMITED PURSUANT TO THE ORDER DATED 9TH APRIL, 2026 OF THE HON'BLE NATIONAL COMPANY LAW TRIBUNAL, KOLKATA BENCH.

To,

The Equity Shareholder(s) of Somany Ceramics Limited ("Transferee Company")

NOTICE is hereby given that by an order dated 9th April, 2026 in the above mentioned Company Application (the "Order / NCLT Order"), the Hon'ble National Company Law Tribunal, Kolkata Bench, Court-1 ("Tribunal / NCLT / NCLT Kolkata Bench") has directed, inter-alia, that a meeting of the Equity Shareholders of the Transferee Company be convened and held through Video Conferencing or other audio-visual means ("VC/OAVM") on Saturday, 13th June, 2026 at 11:30 A.M. IST ("NCLT Convened Meeting / Meeting") for the purpose of considering, and if thought fit, approving, with or without modification(s), the proposed amalgamation embodied in 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 the Somany Ceramics Limited ("Transferee Company") and their respective shareholders and creditors ("Scheme").

TAKE FURTHER NOTICE that in compliance with the Order of the Hon'ble Tribunal, Section 108 and other applicable provisions of the Companies Act 2013 ("Act") read with Rule 20 of the Companies (Management and Administration) Rules, 2014 as amended from time to time and Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and other applicable provisions of the SEBI Listing Regulations read with applicable circulars issued by SEBI, Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India ("SS-2") and in accordance with the requirements prescribed by Ministry of Corporate Affairs ("MCA") for holding general meetings through VC/OAVM by following the operating procedures referred to in MCA General Circular Nos., 14/2020 dated April 8, 2020, 17/2020 dated April 13, 2020, 22/2020 dated June 15, 2020, 33/2020 dated September 28, 2020, 39/2020 dated December 31, 2020, 10/2021 dated June 23, 2021, 20/2021 dated December 8, 2021, 3/2022 dated May 5, 2022, 10/2022 dated December 28, 2022, 09/2023 dated September 25, 2023, 09/2024 dated September 19, 2024 and 03/2025 dated September 22, 2025 (hereinafter collectively referred to as the "MCA Circulars"), and by Securities and Exchange Board of India to consider and if thought fit, pass, with or without modification(s),

the following resolution for approval of the Scheme by requisite majority as prescribed under Section 230(1) and 230(6) read with Section 232(1) of the Act and SEBI Master Circular No. SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated 20th June, 2023, as amended and any other circular issued by the Securities and Exchange Board of India (SEBI) and in accordance with the Order passed by the NCLT Kolkata Bench. In the said meeting the following business will be transacted:

At the Meeting, the following resolution will be considered and if thought fit, with or without modification(s), be passed under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 with the requisite majority:

“RESOLVED THAT pursuant to the provisions of Sections 230 to 232 of the Companies Act, 2013, (including any statutory modification(s) or re-enactment thereof, for the time being in force) read with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 and other applicable provisions, if any of the Companies Act, 2013 (“Act”) and the rules, regulations, circulars and notifications issued thereunder, the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and circulars issued thereunder and relevant provisions of other applicable laws, the provisions of the Memorandum of Association and Articles of Association of Somany Ceramics Limited, and subject to the approval of the Hon’ble National Company Law Tribunal, Kolkata Bench and such other approvals, permissions and sanctions of regulatory or Governmental and other authorities or Tribunal, as may be necessary, and subject to such conditions and modifications as may be prescribed or imposed by the Kolkata Bench of the National Company Law Tribunal, or by any regulatory or other authorities or tribunal, while granting such consents, approvals and permissions, which may be agreed to by the Board of Directors of Somany Ceramics Limited (hereinafter referred to as the “Board”), which term shall be deemed to mean and include one or more committee(s) constituted/to be constituted by the Board or any other person authorised by it to exercise its powers including the powers conferred by this Resolution), the proposed amalgamation embodied in the Scheme of Amalgamation of the Transferor Companies with and into the Transferee Company and their respective shareholders and creditors (hereinafter referred to as the “Scheme”) as enclosed with the Notice of the NCLT convened meeting of the equity shareholders, be and is hereby approved.”

“RESOLVED FURTHER THAT the Board be and is hereby authorized to do and perform all such acts, deeds, matters and things, as it may, in its absolute discretion, deem necessary, proper, desirable or expedient for giving effect to this resolution and for the purpose of implementing and giving effect to the Scheme and for any matters connected therewith or incidental thereto, including: (i) accepting such modifications and/or conditions, if any, which may be required and/or imposed by the Hon’ble Tribunal or its appellate authority(ies) and/or by any Regulatory / Governmental Authorities, while sanctioning the Scheme or otherwise; (ii) settling and resolving any questions, difficulties or doubts that may arise in this regard, including passing such accounting entries and making such adjustments in the books of accounts as considered necessary; and (iii) finalizing, signing, executing and filing all necessary applications, petitions, affidavits, documents and writings and doing all acts, deeds and things as may be necessary in connection therewith, without being required to seek any further consent/approval of the Equity shareholders of the Company and the equity shareholders shall be deemed to have given their approval thereto expressly by authority under this Resolution.”

TAKE FURTHER NOTICE THAT in compliance with the provisions of (i) Section 230(4) read with Section 108 of the Companies Act, 2013; (ii) Companies (Compromises, Arrangements and Amalgamations) Rules, 2016; (iii) Rule 20 and other applicable provisions of the Companies (Management and Administration) Rules, 2014; and (iv) Regulation 44 and other applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Transferee Company has provided the facility of voting through remote e-voting and e-voting during the Meeting being convened so as to enable the equity shareholders, to consider and approve the Scheme by way of the aforesaid resolution set forth in the notice. Accordingly, voting by equity shareholders of the

Transferee Company to the Scheme shall be carried out through remote e-voting and e-voting during the Meeting.

TAKE FURTHER NOTICE THAT in pursuance of the said Order and as directed therein, Notice is hereby given that a meeting of equity shareholders of the Transferee Company shall be convened and held through Video Conferencing or other audio-visual means on Saturday, 13th June, 2026 at 11:30 A.M (IST). The equity shareholders shall have the facility and option of voting on the Resolution for approval of the Scheme by casting their votes through remote e-Voting prior to the Meeting during the period commencing from 9.00 A.M. (IST) on Wednesday, 10th June, 2026 and ending at 05.00 P.M. (IST) on Friday, 12th June, 2026 and through e-Voting during the Meeting.

TAKE FURTHER NOTICE THAT Central Depository Services (India) Limited (“CDSL”) shall be providing the facility of remote e-voting and e-voting during the Meeting, and participation in the Meeting through VC/OAVM.

TAKE FURTHER NOTICE THAT the facility of remote e-Voting module shall be disabled by Central Depository Services (India) Limited (“CDSL”) after 05:00 P.M. (IST) on Friday, June 12, 2026. The voting rights of shareholders shall be in proportion to their share in the paid-up share capital of the Somany Ceramics Limited as on Saturday, 6th June, 2026 (“Cut-off Date”). The equity shareholders opting to cast their votes by Remote e-voting or e-Voting during the Meeting are requested to read the instructions in the Notes below carefully. Only registered equity shareholders, whose names are recorded in the Register of Members maintained by the Company/Registrar and Transfer Agents (“RTA”) or in the Register of Beneficial Owners maintained by the depositories as on the Cut-off Date shall be entitled to exercise their voting rights on the resolution proposed in the Notice and attend the Meeting. A person who is not a holder of the equity shares as on the Cut-off Date, should treat the Notice for information purposes only. However, the members or their authorized representatives who have cast their votes by remote e-voting will not be eligible to cast their votes during the Meeting.

TAKE FURTHER NOTICE THAT since the Meeting is being held pursuant to the NCLT order and the MCA circulars through VC/OAVM, the physical attendance of members has been dispensed with and there is no requirement of appointment of proxies. Accordingly, the facility of appointment of proxies by members under Section 105 of the Companies Act, 2013 will not be available for the Meeting and hence, the Proxy Form, Route map and Attendance Slip are not annexed to this Notice.

TAKE FURTHER NOTICE THAT pursuant to Section 113 of the Companies Act, 2013, Corporate/institutional Shareholders (i.e. other than Individuals, HUFs, NRIs, etc.) are required to send legible scanned certified true copy (in PDF Format) of the board resolution / power of attorney/ authority letter, etc., together with attested specimen signature(s) of the duly authorised representative(s), by email to the company at [email protected] and to the Scrutinizer at [email protected]. In compliance with the MCA Circulars and SEBI Circulars, the aforesaid Notice, the explanatory statement and the Annexures (including the Scheme) as indicated in the index, are being sent to all the Equity Shareholders whose names appear in the register of members/ list of beneficial owners as on May 01, 2026.

TAKE FURTHER NOTICE THAT the Tribunal has appointed Ms. Namrata Basu, Advocate to be the Chairperson of the said NCLT Convened Meeting of the equity shareholders of the Transferee Company. The Hon’ble Tribunal has appointed Mr. Siddhartha Mukhopadhyay as Scrutinizer for the Meeting, including any adjournments thereof, to scrutinize the process of remote e-Voting prior to the Meeting as well as e-Voting during the Meeting, to ensure that it is conducted in a fair and transparent manner.

A copy of the Scheme, the Explanatory Statement under Sections 102 and 230 to 232 of the Companies Act, 2013 read with Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, along with the annexures as indicated in the Index, are enclosed herewith. A copy of this Notice and the accompanying documents will be placed on the website of the Company viz. www.somanyceramics.com and will also be available on the websites of the Stock Exchanges where Equity Shares of the Company are listed, i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively and on the website of CDSL (agency for providing the remote e-voting facility and e-voting system during the Meeting) i.e. www.evotingindia.com. The Copies of this Notice which include Scheme of Amalgamation and Explanatory Statement and other documents under Section 102, 230 to 232 of the Companies Act, 2013 can be obtained free of charge from the Registered Office of the Company at 2, Red Cross Place, Kolkata-700001, India, on all working days except holidays, Saturdays and Sundays, between 11.00 AM to 1.00 PM, up to the date of Meeting, on a requisition being so made by the equity shareholders along with details of your shareholding in the Company, by sending an email request on [email protected].

The Scheme of Amalgamation, if approved at the Meeting, will be subject to the subsequent approval of the NCLT and any other approval(s) as may be required. The votes cast shall be scrutinized by the Scrutinizer. The Scrutinizer shall prepare and submit the reports on the Meeting along with all papers relating to the voting to the Chairperson of the Meeting within 7 days of the conclusion of the Meeting. Then the Chairperson shall declare the results of the Meeting and the same shall be displayed on the website of the Company www.somanyceramics.com and will also be available on the websites of the Stock Exchanges where Equity Shares of the Company are listed i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively and on the website of CDSL at www.evotingindia.com, being the agency appointed by the Company to provide the remote e-voting and e-voting facility to the shareholders, as aforesaid, as well as on the notice board of the Transferee Company at its Registered Office. In accordance with the provisions of Sections 230-232 of the Act read with SEBI Circular, the Scheme shall be acted upon only if majority in number representing three-fourths in value of the equity share capital of the Transferee Company, casting their vote through remote e-voting or by e-voting system agree to the Scheme. The Chairperson to report to the Tribunal the results of the said meeting within four weeks from the date of the conclusion of the said meeting.

Place: Kolkata
Date: 23 April, 2026

Sd/-
Anuj Kalia
Company Secretary, Somany Ceramics Limited
Authorized by Adv. Namrata Basu
Chairperson appointed for the Meeting of the
Equity shareholders of Somany Ceramics Limited

Registered Office: 2, Red Cross Place
Kolkata, West Bengal - 700001

NOTES:

Explanatory Statement under Section 102 and Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 ("Act") and Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 is annexed to this Notice.
Pursuant to MCA Circulars and SEBI Circulars and in compliance with the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with the NCLT Order, this Meeting is being held by VC/OAVM without physical presence of the shareholders at a common venue, as per applicable procedures mentioned in the MCA Circulars, for the purpose of considering, and if thought fit, approving, the Scheme of Amalgamation under the provisions of Sections 230 to 232 of the Companies Act, 2013 and rules made there under.
Pursuant to the NCLT Order, 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 and 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 Meeting. For this purpose, the Company has engaged Central Depository Services (India) Limited (CDSL) for facilitating voting through electronic means, as the authorized e-Voting agency. The facility of casting votes by a member using remote e-Voting as well as the e-Voting system on the date of the Meeting will be provided by CDSL.
Facility to join the Meeting shall be open thirty minutes before the scheduled time of the Meeting.
The Notice convening the Meeting will be published through advertisement in the "Business Standard" in English and "Aajkal" in the Bengali language, having circulation in the State of West Bengal, indicating, inter alia, the day, date and time of the Meeting.
In case of joint holders attending the Meeting, the member whose name appears as the first holder in the order of the names as per the Register of Members of the Company will be entitled to vote at the Meeting.
Since the Meeting is being held through VC/OAVM, the deemed venue for the Meeting shall be the registered office of the Company.
Pursuant to the order of NCLT and provisions of the Act, a member entitled to attend and vote at a meeting is entitled to appoint a proxy to attend and vote on his / her behalf and the proxy need not be a member of the Company. Since this meeting is being held pursuant to the MCA circulars and directions of NCLT through VC / OAVM, the facility for appointment of proxies by the members will not be available for this Meeting and therefore the proxy form, route map and attendance slip are not annexed to this notice.
Members entitled to attend and vote may vote through remote e-voting / e-voting facility made available during the Meeting and attend the Meeting through VC / OAVM. Corporate / institutional Shareholders (i.e. other than Individuals, HUFs, NRIs, etc.) are required to send legible scanned certified true copy (in PDF Format) of the board resolution / power of attorney/ authority letter, etc., together with attested specimen signature(s) of the duly authorised representative(s), by email to the company at [email protected] and to the Scrutinizer at [email protected].
Only a person, whose name is recorded in the Register of Members maintained by the Company/Registrar and Transfer Agents or in the Register of Beneficial Owners maintained by the depositories as on the Cut-off Date (i.e., 6th June, 2026) shall be entitled to exercise his / her / its voting rights on the Resolution proposed in the Notice and attend the Meeting.
As directed by the NCLT, Kolkata Bench in its Order that the value of each equity shareholder of the Transferee Company shall be in accordance with the books and records of the Transferee Company as applicable, where entries in the books are disputed, the chairperson shall determine the value for purposes of the said meeting.
The attendance of the Members attending the meeting through VC/OAVM will be counted for the purpose of ascertaining the quorum under Section 103 of the Companies Act, 2013.
In terms of the directions contained in the NCLT's Order, the quorum for the Meeting of the shareholders shall be as prescribed under Section 103 of the Companies Act, 2013.
The Notice together with the documents accompanying the same, is being sent to all Equity Shareholders, whose name appeared in the Register of Members/list of Beneficial Owners as received from National Securities Depository Limited and Central Depository Services (India) Limited as on 1st May, 2026, by email whose email addresses are registered with the Transferee Company/ Registrar and Share Transfer Agents (RTA) / Depository Participants. Physical copies of the Notice of the Meeting along with documents accompanying the same are being sent to all equity shareholders who have not registered their email addresses or have requested a physical copy. This Notice of the Meeting of the Equity Shareholders of the Transferee Company is also displayed/uploaded on the website of the Transferee Company at www.somanyceramics.com and on the website of the CDSL at www.evotingindia.com and also on the websites of the stock exchanges where the equity shares of the Company are listed i.e., BSE at www.bseindia.com and NSE at www.nseindia.com
Shareholders who have not registered their e-mail addresses with the Company or with the Depositories can register their e-mail address with the Company at [email protected] or with the Registrar and Share Transfer Agent of the Company at [email protected].
The queries, if any, related to the Scheme should be sent to the Transferee Company in the name of Mr. Anuj Kalia, Company Secretary at registered office of the Transferee Company at least 7 (Seven) days before the meeting.
The Copies of this Notice which include Scheme of Amalgamation and Explanatory Statement and other documents under Section 102, 230 and, 232 of the Companies Act, 2013 can be obtained free of charge from the Registered Office of the Company at 2, Red Cross Place, Kolkata-700001, West Bengal, on all working days except Holidays, Saturdays and Sundays, between 11:00 AM to 1:00 PM, up to the date of Meeting, on a requisition being so made by the equity shareholders along with details of your shareholding in the company, by sending an email request on [email protected].
The resolution for approval of the Scheme put to a meeting shall, if passed by a majority in number representing three-fourth in value of the Equity Shareholder of the Transferee Company, casting their vote, as aforesaid, shall be deemed to have been duly passed on the date of such meeting(s) under Section 230(1) read with Section 232(1) of the Companies Act, 2013.
Mr. Siddhartha Mukhopadhyay has been appointed by the Hon'ble NCLT Kolkata Bench as the scrutinizer for scrutinizing the process of remote e-voting in a fair and transparent manner. The scrutinizer shall immediately after the conclusion of the meeting, count the votes cast at the meeting and thereafter, unblock the votes cast through remote e-voting. The Scrutinizer shall prepare and submit the

reports on the meeting along with all papers relating to the voting to the Chairperson of the meeting within 7 days of the conclusion of the meeting. Thereafter, the Chairperson shall report to the Tribunal the results of the said meeting within four weeks of the date of the conclusion of the said meeting. The Result declared along with the Scrutinizer Report shall be placed on the website of the Transferee Company at www.somanyceramics.com and also be displayed on the Notice Board of the Transferee Company at the Registered Office at 2, Red Cross Place, Kolkata, West Bengal - 700001 and on the website of CDSL at www.evotingindia.com immediately after the results are declared and simultaneously communicated to the Stock Exchanges where the equity shares of the Transferee Company are listed.

The remote e-voting period begins on Wednesday, 10th June, 2026 at 9:00 A.M. (IST) and end on Friday, 12th June, 2026 at 5:00 P.M. (IST). During this period shareholders of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date i.e. Saturday, 6th June, 2026 may cast their vote electronically. The remote e-voting module shall be disabled by CDSL for voting thereafter.

THE INSTRUCTIONS FOR SHAREHOLDERS FOR E-VOTING AND JOINING VIRTUAL MEETING ARE AS UNDER:

(i) The voting period begins on Wednesday, 10th June, 2026 at 09:00 A.M. (IST) and ends on Friday, 12th June, 2026 at 05:00 P.M. (IST). During this period shareholders of the transferee Company, holding shares either in physical form or in dematerialized form, as on the cut-off date i.e. Saturday, 6th June, 2026 may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter. A person who is not a member as on the cut-off date should treat the Notice of this meeting for information purposes only.

(ii) The voting rights of the Members shall be in proportion to their share(s) in the paid-up equity share capital of the Company as on the cut-off date i.e. Saturday, 6th June, 2026.

(iii) Shareholders who have already voted prior to the meeting date would not be entitled to vote during the meeting through e-voting system.

(iv) Any person or non-individual Shareholder who acquires shares of the Company and becomes a Member of the Company after dispatch of the Notice and holding shares as of the cut-off date may follow the steps mentioned below for remote e-voting.

Currently, there are multiple e-voting service providers (ESPs) providing e-voting facility to listed entities in India. This necessitates registration on various ESPs and maintenance of multiple user IDs and passwords by the shareholders.

In order to increase the efficiency of the voting process, pursuant to a public consultation, it has been decided to enable e-voting to all the demat account holders, by way of a single login credential, through their demat accounts/ websites of Depositories/ Depository Participants. Demat account holders would be able to cast their vote without having to register again with the ESPs, thereby, not only facilitating seamless authentication but also enhancing ease and convenience of participating in e-voting process.

Step 1: Access through Depositories CDSL/NSDL e-voting system in case of individual shareholders holding shares in demat mode.

(v) In terms of SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated 09 December, 2020 on e-voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-voting facility.

Login method for e-voting and joining virtual meeting for Individual shareholders holding securities in Demat mode is given below:

Type of shareholders	Login Method

Individual Shareholders holding securities in Demat mode with CDSL Depository	1) Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. Option will be made available to reach e-Voting page without any further authentication. The users to login to Easi / Easiest are requested to visit CDSL website www.cdslindia.com and click on login icon & My Easi New (Token) Tab.2) After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies where the evoting is in progress as per the information provided by company. On clicking the e-voting option, the user will be able to see e-Voting page of the e-Voting service provider for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. Additionally, there are also links provided to access the system of all e-Voting Service Providers, so that the user can visit the e-Voting service providers' website directly.3) If the user is not registered for Easi/Easiest, option to register is available at CDSL website www.cdslindia.com and click on login & My Easi New (Token) Tab and then click on registration option.4) Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e-Voting link available on www.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile Number & Email ID as recorded in the Demat Account. After successful authentication, user will be able to see the e-Voting option where the evoting is in progress and also able to directly access the system of all e-Voting Service Providers.
Type of shareholders	Login Method
---	---
Individual Shareholders holding securities in demat mode with NSDL Depository	1) If you are already registered for NSDL IDeAS facility, please visit the e-Services website of NSDL. Open web browser by typing the following URL: https://eservices.nsdl.com either on a Personal Computer or on a Mobile. Once the home page of e-Services is launched, click on the “Beneficial Owner” icon under “Login” which is available under ‘IDeAS’ section. A new screen will open. You will have to enter your User ID and Password. After successful authentication, you will be able to see e-Voting services. Click on “Access to e-Voting” under e-Voting services and you will be able to see e-Voting page. Click on company name or e-Voting service provider name and you will be re-directed to e-Voting service provider website for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.2) If the user is not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl.com. Select “Register Online for IDeAS” Portal or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp3) Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https:// www.evoting.nsdl.com/ either on a Personal Computer or on a Mobile. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number held with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-

Type of shareholders	Login Method
Individual Shareholders (holding securities in demat mode) login through their Depository Participants (DP)	You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. After Successful login, you will be able to see e-Voting option. Once you click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on company name or e-Voting service provider name and you will be redirected to e-Voting service provider website for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.

Type of shareholders

Individual Shareholders (holding securities in demat mode) login through their Depository Participants (DP)

You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. After Successful login, you will be able to see e-Voting option. Once you click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on company name or e-Voting service provider name and you will be redirected to e-Voting service provider website for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. CDSL and NSDL

Login type	Helpdesk details
Individual Shareholders holding securities in Demat mode with CDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request at [email protected] or contact at toll free no. 1800 21 09911
Individual Shareholders holding securities in Demat mode with NSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request at [email protected] or call at : 022 - 4886 7000 and 022 - 2499 7000

Step 2: Access through CDSL e-Voting system in case of shareholders holding shares in physical mode and non-individual shareholders in demat mode.

(vi) Login method for e-Voting and joining virtual meetings for Physical shareholders and shareholders other than individual holding in Demat form.

1) The shareholders should log on to the e-voting website www. evotingindia.com.
2) Click on "Shareholders" module.
3) Now enter your User ID

a. For CDSL: 16 digits beneficiary ID,
b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,

c. Shareholders holding shares in Physical Form should enter Folio Number registered with the Company.

4) Next enter the Image Verification as displayed and Click on Login.

5) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier e-voting of any company, then your existing password is to be used.

6) If you are a first-time user follow the steps given below:

For Physical shareholders and other than individual shareholders holding shares in Demat.

PAN	Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders) Shareholders who have not updated their PAN with the Company/Depository Participant are requested to use the sequence number sent by Company/RTA or contact Company/RTA.
Dividend Bank	Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your demat account or in the Company records in order to login.
Details	If both the details are not recorded with the depository or company, please enter the member id / folio number in the Dividend Bank details field.
OR Date of Birth (DOB)

(vii) After entering these details appropriately, click on "SUBMIT" tab.

(viii) Shareholders holding shares in physical form will then directly reach the Company selection screen. However, shareholders holding shares in demat form will now reach 'Password Creation' menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

(ix) For shareholders holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.

(x) Click on the EVSN relevant for "Somany Ceramics Limited".

(xi) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.

(xii) Click on the "RESOLUTIONS FILE LINK" if you wish to view the entire Resolution details.

(xiii) After selecting the resolution, you have decided to vote on, click on "SUBMIT". A confirmation box will be displayed. If you wish to confirm your vote, click on "OK", else to change your vote, click on "CANCEL" and accordingly modify your vote.

(xiv) Once you "CONFIRM" your vote on the resolution, you will not be allowed to modify your vote.

(xv) You can also take a print of the votes cast by clicking on "Click here to print" option on the Voting page.

(xvi) If a demat account holder has forgotten the login password then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.

(xvii) There is also an optional provision to upload BR/POA if any uploaded, which will be made available to scrutinizer for verification.

(xviii) Additional Facility for Non – Individual Shareholders and Custodians – For Remote Voting only.

Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are required to log on to www.evotingindia.com and register themselves in the “Corporates” module.
A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to [email protected].
After receiving the login details a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on.
The list of accounts linked in the login will be mapped automatically & can be delink in case of any wrong mapping.
It is Mandatory that, a scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.
It is mandatory for the Non Individual shareholders to send the relevant Board Resolution/ Authority letter etc. together with attested specimen signature of the duly authorized signatory who are authorized to vote, to the Scrutinizer and to the Company at the email address viz; [email protected], com and [email protected], if they have voted from individual tab & not uploaded same in the CDSL e-voting system for the scrutinizer to verify the same.

INSTRUCTIONS FOR SHAREHOLDERS ATTENDING THE MEETING THROUGH VC/OAVM & E-VOTING DURING MEETING ARE AS UNDER:

The procedure for attending meeting & e-Voting on the day of the Meeting is same as the instructions mentioned above for e-voting.
The link for VC/OAVM to attend meeting will be available where the EVSN of Company will be displayed after successful login as per the instructions mentioned above for e-voting.
Shareholders who have voted through Remote e-Voting will be eligible to attend the meeting. However, they will not be eligible to vote at the Meeting.
Shareholders are encouraged to join the Meeting through Laptops / IPads for better experience.
Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio/Video loss due to Fluctuation in their respective network. It is therefore recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.
Shareholders who would like to seek further clarity during the Meeting only on the agenda of the Meeting during the meeting may register themselves as a speaker by sending their request in advance at least 10 days prior to meeting mentioning their name, demat account number/folio number, email id, mobile number at [email protected]. The shareholders who do not wish to speak during the Meeting but have queries related only to the agenda of the Meeting may send their queries in advance 10 days prior to meeting mentioning their name, demat account number/folio number, email id, mobile number at [email protected]. These queries will be replied to by the Company suitably by email.
Those shareholders who have registered themselves as a speaker will only be allowed to express their views/ask questions during the meeting.
Further, speaker shareholders will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.

Only those shareholders, who are present in the Meeting through VC/OAVM facility and have not cast their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting system available during the Meeting.

PROCESS FOR THOSE SHAREHOLDERS WHOSE EMAIL/MOBILE NO. ARE NOT REGISTERED WITH THE COMPANY/DEPOSITORIES.

For Physical shareholders - You are requested to send the duly completed ISR 1, ISR 2 and Choice of nomination (https://mdpl.in/form) with signature of the holders attested by your banker along with a cancelled cheque leaf with your name, account no. and IFSC Code printed thereon. In case your name is not printed on the cheque leaf, you are requested to send additionally bank attested copy of your pass book / bank statement showing your name, account no and IFSC Code.

In case of any query, the member may send an email to RTA at [email protected] mentioning their name, Folio No./Client ID and DP ID.

For Demat shareholders - Please update your email id & mobile no. with your respective Depository Participant (DP)
For Individual Demat shareholders – Please update your email id & mobile no. with your respective Depository Participant (DP) which is mandatory while e-Voting & joining virtual meetings through Depository.

If you have any queries or issues regarding attending Meeting & e-Voting from the CDSL e-Voting System, you can write an email to [email protected] or contact at toll free no. 1800 21 09911.

All grievances connected with the facility for voting by electronic means may be addressed to Mr. Rakesh Dalvi, Sr. Manager, Central Depository Services (India) Limited (CDSL), A Wing, 25th Floor, Marathon Futurex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (East), Mumbai - 400013 or send an email to [email protected] or call toll free no. 1800 21 09911.

IN THE NATIONAL COMPANY LAW TRIBUNAL
KOLKATA BENCH, COURT- I
C.A (CAA) NO. 35/KB/2026

In the matter of:
The Companies Act, 2013;

IN THE MATTER OF SCHEME OF AMALGAMATION OF:

4) SOMANY CERAMICS LIMITED, a Company within the meaning of Companies Act, 2013 and having its registered office at 2, Red Cross Place, Kolkata-700001, West Bengal, within the aforesaid jurisdiction.

...APPLICANT NO. 4/ TRANSFEREE COMPANY

IN THE MATTER OF:
1) SOMANY BATHWARE LIMITED
2) SOMANY EXCEL VITRIFIED PRIVATE LIMITED
3) SR CONTINENTAL LIMITED
4) SOMANY CERAMICS LIMITED

...Applicant Companies

EXPLANATORY STATEMENT UNDER SECTIONS 230(3) to 232 AND SECTION 102 OF THE COMPANIES ACT, 2013 READ WITH RULE 6 OF THE COMPANIES (COMPROMISES, ARRANGEMENTS AND AMALGAMATIONS) RULES, 2016 AND OTHER APPLICABLE PROVISIONS

Pursuant to an order dated 9th April, 2026, passed by the Kolkata Bench of the National Company Law Tribunal ("NCLT") in the abovementioned Company Application Number C.A (CAA) NO. 35/KB/2026 ("Order"), a Meeting of the equity shareholders of Somany Ceramics Limited (the "Transferee Company" or "SCL") is being convened on Saturday, 13th June, 2026 at 11:30 A.M. (IST) through VC/OAVM ("Tribunal Convened Meeting" or "Meeting") for the purpose of considering, and if thought fit, approving, 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 the Somany Ceramics Limited ("Transferee Company") and their respective shareholders and creditors.
The Scheme of Amalgamation has been proposed and approved by the Board of Directors of the Applicant Companies at their respective Board Meeting(s) held on 7th November, 2025.
The other definitions contained in the Scheme of Amalgamation between the Transferor Companies and the Transferee Company and their respective shareholders and creditors (herein after referred to as the "Scheme" or "Scheme of Amalgamation") will also apply to this statement under Sections 102, 230(3) and 232 of the Companies Act, 2013 read with Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 ("Explanatory Statement").
The Board of Directors of the Applicant Companies, at their respective meetings held on 7th November, 2025 took into account the SEBI Master Circular No. SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated June 20, 2023 and noted that since the present Scheme of Amalgamation involves the amalgamation of wholly owned subsidiary companies into the Holding Company, the provisions of the said Master Circular is not applicable to the current Scheme. Accordingly, there will not be any issue of shares pursuant to this Scheme of Amalgamation. Also, there is no requirement to obtain Valuation Report or Fairness Opinion under the provisions of the SEBI Circulars read with other applicable provisions. The Board of Directors of the Applicant Companies, upon due consideration and on the basis of their independent judgment,

has approved the Scheme, subject to the approval of the Equity Shareholders and Creditors of the Transferee Company and such other approvals as may be required.

A copy of the Scheme which has been, inter alia, approved by the Board of Directors of the Applicant Companies at their respective meeting(s) held on 7th November, 2025 is enclosed as Annexure 1.
In terms of Section 230 to 232 of the Companies Act, 2013 read with the other applicable provisions of the Companies Act, 2013 and provisions of the SEBI Circulars, the Company is required to seek approval of its equity shareholders by way of e-Voting for the purpose of approval of the Scheme of Amalgamation and accordingly this Notice is being issued along with the accompanying documents for approval of the resolution enumerated herein by way of e-Voting.
In terms of the said Order, the quorum for the Tribunal Convened Meeting shall be as prescribed under Section 103 of the Companies Act, 2013. Further, in terms of the said Order, the NCLT has appointed Adv. Namrata Basu, to be the Chairperson of the Tribunal Convened Meeting and Mr. Siddhartha Mukhopadhyay as the Scrutinizer of the Tribunal Convened Meeting including any adjournments thereof.

In accordance with the provisions of Sections 230 to 232 of the Act, the Scheme shall be acted upon only if majority in number representing three-fourths in value of the equity share capital of the Transferee Company, casting their vote through remote e-voting or by e-voting system agree to the Scheme.

The Scheme of Amalgamation, if approved by the Equity Shareholders, shall be operative from the Appointed Date i.e. 1st April, 2025.
THE FOLLOWING ARE THE DETAILS OF THE APPLICANT COMPANIES AS REQUIRED UNDER RULE 6(3) OF THE COMPANIES (COMPROMISES, ARRANGEMENTS AND AMALGAMATIONS) RULES, 2016:

PARTICULARS OF THE TRANSFEROR COMPANIES:

I. Somany Bathware Limited ("SBL"/"Transferor Company 1")

(i) Somany Bathware Limited (hereinafter referred to as "Transferor Company 1") (CIN: U51909WB2006PLC273565) a public limited company and a wholly owned subsidiary of Somany Ceramics Limited, was incorporated on December 26, 2006, with the Registrar of Companies, NCT Delhi & Haryana as "Somany Retail Limited" and received Certificate for Commencement of Business dated February 02, 2007. The name of the Transferor Company 1 was changed from "Somany Retail Limited" to "Somany Global Limited" on September 02, 2009 and from "Somany Global Limited" to "Somany Bathware Limited" (as its current name) on October 11, 2018. At present, the registered office of Transferor Company 1 is located at 2, Red Cross Place, Kolkata - 700001 within the jurisdiction of the Hon'ble NCLT, Kolkata. As per the memorandum of association of Transferor Company 1, the Transferor Company 1 is engaged in the business of trading of ceramics tiles, sanitary ware and allied products.

(ii) The PAN of Transferor Company 1 is AAKCS6685C. The Email id of its authorized representative is [email protected].

(iii) The main object of the Transferor Company 1 is as follows:

Main objects as per the Memorandum of Association and main business carried on by the Transferor Company 1

i. To carry on the business of retailer in India or elsewhere by opening outlets, shops, display centres to sell and display all kinds of tiles, ceramic ware, sanitary ware, bathroom accessories, glass, glassware, tableware, decorative ware and all types of building materials etc.

ii. To carry on the business of importers and exporters of, traders and dealers in or otherwise engage generally in all types of tiles, sanitary goods and sanitary accessories, products of all classes, viz., fibre glass, glass wood, fireclay, refractories, insulations, cements of all types including H. A. cement, glass, china wares, porcelain wares, earthen wares, stone wares, terracotta, plastics moulding and extrusions and crockery wares, table wares, glass wares, figures and statues, artificial teeth, electrical insulators, sanitary wares, glazed or unglazed tiles, laboratory, hospital and industrial requisites, sparking plugs, drainage and water supply pipes, refractory and insulation cement, bricks and other shapes and linings and all types and kinds of any class of plastic, heavy clay and ceramic products.

iii. To produce, refine, cure, process, prepare, import, export, purchase, sell and generally deal in all kinds of tiles, ceramic ware, glass and glass ware, insulators, asphalt, asbestos and asbestos products, cement and cement products, gypsum, building materials, plastic and plastic wares, polymetric, vinyl, vinyl asbestos and solid vinyl ware, adhesives, vinyl cover base, fire bricks, fire clay, fire cement, terracotta, blocks, lime, limestone, fibreglass and fibreglassware, refractories, hospital ware, including in particular but not limiting the generality of the forgoing wall tiles, floor tiles, roofing tiles, porcelain tiles, plastic and other synthetic tiles, earthenware tiles, vitreous sintered mosaic tiles, clinker tiles, refractory tiles, paying tiles, grey tiles, sanitary wares, crockery, pottery, tableware, hotel ware, decorative ware, garden ware, earthenware, pressed ware, porcelain bathroom accessories, and to provide, equip and maintain plants, laboratories, test houses, factories, and all other appliances and conveniences required for the manufacture, examination, storage, sale and purchase of products.

iv. To enter into franchise operations, tie-ups, collaborations, technology transfers within India and outside India for the items mentioned in clause 1 to 3 above.

v. To act as consultant, retainers, contractors, decorators, planners, approvers, commission agents, mediators, brokers, factors, consultants, advisers or alike for various organisation dealing in items mentioned in 1 and 2 above.

(iv) Details of change of name during the last five years: There has been no change in the name of Transferor Company 1 during the last five years.

(v) Details of change of registered office during the last five years: The registered office of Transferor Company 1 was shifted from 82/19, Bhakerwara Road, Mundka, New Delhi-110041 to 2, Red Cross Place, Kolkata G.P.O, Kolkata, West Bengal-700001 w.e.f. 19th September 2024.

(vi) Details of change of objects of the Company during the last five years: There has been no change in the objects of Transferor Company 1 during the last five years.

(vii) The equity shares of Transferor Company 1 are not listed on any Stock Exchange whether in or outside India.

(viii) Details of the capital structure of the Transferor Company 1 including Authorised, Issued, Subscribed and Paid-up Share Capital:

The Authorised, Issued, Subscribed and Paid-up Share Capital of the Transferor Company 1 as on 31st March, 2025 and as on the date of approval of the Scheme by its Board is as follows:

	(Amount in Rs.)
Authorised Share Capital
10,00,000 Equity Shares of Rs. 10/- each	1,00,00,000/-
Issued, Subscribed and Paid-up Capital
5,00,000 Equity Shares of Rs. 10/- each	50,00,000/-

The entire issued, subscribed and paid-up equity share capital of the Transferor Company 1 is held by the Transferee Company, the holding Company of the Transferor Company 1, along with its 6 individual nominee shareholders. There has been no change in the issued, subscribed, paid-up capital of the Transferor Company 1 from April 01, 2025 to till date.

(ix) The details of the Directors of the Transferor Company 1 as on the date of this Notice, along with their addresses, are mentioned below:

Sl. No.	Name	Designation	DIN	Address
1.	Mr. Shreekant Somany	Director	00021423	32, Friends Colony , New Delhi-110065
2.	Mr. Abhishek Somany	Director	00021448	32, Friends Colony , New Delhi-110065
3.	Mr. Ghanshyam Girdharbhai Trivedi	Director	00021470	4, Shashwat Bunglows, B/H Rajpath Club, S G Highway, Ahmedabad, Gujarat-380059
4.	Mr. Shrivatsa Somany	Director	10066060	32, Friends Colony, New Delhi-110065

(x) Details of the Promoter of Transferor Company 1

The entire issued, subscribed and paid-up equity share capital of the Transferor Company 1 is held by the Transferee Company, the holding Company of the Transferor Company 1, along with its 6 individual nominee shareholders. The registered office of the Transferee Company is situated at 2, Red Cross Place, Kolkata- 700001.

(xi) The amount due to Unsecured Creditors:

As on 31st December, 2025 no amount is due to Unsecured Creditors.

II. Somany Excel Vitrified Private Limited (“SEVPL”/ “Transferor Company 2”)

(i) Somany Excel Vitrified Private Limited (hereinafter referred to as “Transferor Company 2”) (CIN: U26955WB2015PTC274839) deemed to be public company and a wholly owned subsidiary of Somany Ceramics Limited, was incorporated on October 30, 2015, with the Registrar of Companies, Rajasthan. At present the registered office of Transferor Company 2 is located at 2, Red Cross Place, Kolkata -700001 within the jurisdiction of the Hon'ble NCLT, Kolkata. As per the memorandum of association of Transferor Company 2, the Transferor Company 2 is engaged in the business of trading of sanitary ware and parts thereof.

(ii) The PAN of Transferor Company 2 is AAWCS4968A. The Email id of its authorized representative is [email protected].

(iii) The main object of the Transferor Company 2 is as follows:

Main object as per the Memorandum of Association and main business carried on by the Transferor Company 2

To carry on in India or elsewhere the business to manufacture, produce, treat, process, design, develop, build, convert, cure, crush, distribute, display, exchange, barter, explore, extract, excavate, finish, formulate, grind, handle, fabricate, import, export, purchase, sell, jobwork, mix, modify, market, operate, prepare, and to act as brokers, agents, stockiests, consignors, franchisers, collaborators, distributors, dealers, suppliers, service provider, promoters, concessionaires, consultants, C and F agent, wholesalers, retailers, sales organizers, and to carry on trading and other operations of all shapes, sizes, varieties, specifications, descriptions, including applications and uses, of tiles, laying of tiles, including ceramic tiles, glazed tiles, mosaics tiles, floor tiles, marble tiles, cement tiles, wall tiles, granite tiles, porcelain tiles, roofing tiles, china tiles, Ceramic Products and by-products thereof, any kinds of metal products, sanitary wares, ceramics wares, earthwares, crockeries, pressedwares, decorative wares, garden wares, kitchen wares, potteries insulators, terracotta, porcelain ware, bathroom, accessories, pipes, bricks, building materials, asbestos sheets, poles, blocks, plumbing fixture including fitting, parts, accessories, consumable components and buy-products thereof and plumbing services.

(iv) Details of change of name during the last five years: There has been no change in the name of Transferor Company 2 during the last five years.

(v) Details of change of registered office during the last five years: The registered office of Transferor Company 2 was shifted from Dukya Complex, 1st Floor, Near Gandhi Nagar Railway Station, Tonk Road, Jaipur, Rajasthan-302018 to 2, Red Cross Place, Kolkata G.P.O, Kolkata, West Bengal-700001 w.e.f. 28th November 2024.

(vi) Details of change of objects of the Company during the last five years: There has been no change in the objects of Transferor Company 2 during the last five years.

(vii) The equity shares of Transferor Company 2 are not listed on any Stock Exchange whether in or outside India.

(viii) Details of the capital structure of the Transferor Company 2 including Authorised, Issued, Subscribed and Paid-up Share Capital:

The Authorised, Issued, Subscribed and Paid-up Share Capital of the Transferor Company 2 as on 31st March, 2025 and as on the date of approval of the Scheme by its Board is as follows:

	(Amount in Rs.)
Authorised Share Capital
80,00,000 Equity Shares of Rs. 10/- each	8,00,00,000/-
20,00,000 Preference Shares of Rs. 10/- each	2,00,00,000/-
Total	10,00,00,000/-
Issued, Subscribed and Paid-up Capital
35,10,000 Equity Shares of Rs. 10/- each	3,51,00,000/-

The entire issued, subscribed and paid-up equity share capital of the Transferor Company 2 is held by the Transferee Company, the holding Company of the Transferor Company 2, along with its 6 individual nominee Shareholders. There has been no change in the issued, subscribed, paid-up capital of the Transferor Company 2 from April 01, 2025 to till date.

(ix) The details of the Directors of the Transferor Company 2 as on the date of this Notice, along with their addresses, are mentioned below:

Sl. No.	Name	Designation	DIN	Address
1.	Mr. Jatin Gupta	Nominee Director	09392092	JD-8A, Pitampura, Ashiana Chowk, New Delhi-110034
2.	Mr. Ravi Kant	Nominee Director	06938074	Flat No. 302, Blue Beach S Plus Four Society, Near Emkay Hotel, Omaxe City, Sector-15, Bahadurgarh, Jhajjar, Haryana-124507
3.	Mr. Sachin Jain	Nominee Director	07708689	J 001, Greatvalue Sharanam, Sector-107, Noida-201301

(x) Details of the Promoter of Transferor Company 2

The entire issued, subscribed and paid-up equity share capital of the Transferor Company 2 is held by the Transferee Company, the holding Company of the Transferor Company 2, along with its 6 individual nominee shareholders. The registered office of the Transferee Company is situated at 2, Red Cross Place, Kolkata- 700001.

(xi) The amount due to Unsecured Creditors:

The amount due to Unsecured Creditors of the Transferor Company-2 as on December 31, 2025 is Rs. 195.51 Lakhs.

III. SR Continental Limited ("SRCL"/"Transferor Company 3")

(i) SR Continental Limited (hereinafter referred to as "Transferor Company 3") (CIN: U55101WB1979PLC282621) a public limited company and a wholly owned subsidiary of Somany Ceramics Limited, was incorporated on June 25, 1979, with the Registrar of Companies, West Bengal as "Special Refractories Limited" and received Certificate for Commencement of Business dated July 27, 1979. The name of the Transferor Company 3 was changed from "Special Refractories Limited" to "SR Continental Limited" on February 03, 2003. At present, the registered office of the Transferor Company 3 is located at 2, Red Cross Place, Kolkata -700001 within the jurisdiction of the Hon'ble NCLT, Kolkata. As per the memorandum of association of the Transferor Company 3, the Transferor Company 3 is engaged in the business of trading of ceramics tiles, sanitary ware and allied products.

(ii) The PAN of Transferor Company 3 is AAECS8727K. The Email id of its authorized representative is [email protected].

(iii) The main object of the Transferor Company 3 is as follows:

Main objects as per the Memorandum of Association and main business carried on by the Transferor Company 3:

i. To manufacture, compose, prepare, import, export, buy, sell and generally deal in refractories, fire-bricks, fire-clay insulation bricks, silica bricks and bricks of all kinds, mortars, lime cement, fire cement and refractories of all kinds.

ii. To make, compose, prepare, buy, sell and dispose of sewer pipes, drain pipes, stone pipes, hume pipes, concrete pipes and pipes of all kinds and building materials of all kinds.

iii. To buy, sell, get, work, shape, hew, carve, polish, crush and prepare for market or use stone of all kinds and to manufacture, pave and deal in artificial stone weather for building, paving or other purposes.

iv. To carry on business as quarry masters, stone merchants, road and pavement makers and repairers, builders and contractors for the execution of works and buildings of all kinds in the construction of which stone is required.

v. To manufacture, prepare, import, export, buy, sell and generally deal in all kinds of glass, glass-wares, glass-goods, mirrors, looking glass, scientific glasswares, bangles, false pearls, bottles, phials and all kinds of articles prepared of glass and to carry out the business of glass leveller, patent solverer, glass embosser, ecclesiastical lead workers, glass tablet, show card and show case manufactures.

vi. To produce, manufacture, refine, treat, cure, process, prepare, import, export, purchase, sell and generally deal in all kinds of ceramics, ceramic wares, insulators, asphalt, asbestos, terakota, blocks, lime stone, fibreglass, fibreglassware, mortals, jigs, tools, dies, fixtures and bathroom accessories, and generally deal in or process any other products which may come out as by products or which may be essential for filing or fixing the above products or fittings for any of the products or by products or may in any way be similar to the products.

vii. To produce, manufacture, refine, treat, cure, process, prepare, import, export, purchase, sell and generally deal in all kinds of tiles including in particular but not limiting the generality of the foregoing wall tiles, floor tiles, roofing tiles, porcelain tiles, plastic and other synthetic tiles, earthen-ware tiles, paving tiles, gres tils and to provide, equip and maintain plants, laboratories, test houses, factories and all other appliances and conveniences required for the manufacture, examination, storage, sell and purchase of products and to manufacture, refine treat cure or subject to any process, prepare, import, export, purchase, sell, treat and generally deal in any other products which may come out as by-products or which may be essential for the fitting or fixing the above products or by-products or may in any way be similar to the products :-

viii. To render to any person or firm or body corporate whether in India or elsewhere technical information, know-how, consultancy services, processes, engineering, manufacturing and operating data, plans, lay-outs, and blue-prints useful for design, erection and operation of plant related to the production, manufacturing, designing, fabricating, assembling of refractories, glass and glasswares of all kinds, ceramic materials and tiles of all kinds.

ix. To manufacture, prepare, buy, sell, import, export and generally deal in Ceramic Colors, Pigments, stains, Enamels, Frits and Glazes of all kinds and any other raw materials required for use of ceramic products including in tiles industries and to develop bodies for tiles industries.

(iv) Details of change of name during the last five years: There has been no change in the name of Transferor Company 3 during the last five years.

(v) Details of change of registered office during the last five years: The registered office of Transferor Company 3 was shifted from 82/19, Bhakerwara Road, Mundka, New Delhi-110041 to 2, Red Cross Place, Kolkata G.P.O, Kolkata, West Bengal-700001 w.e.f. 4th September 2025.

(vii) The equity shares of Transferor Company 3 are not listed on any Stock Exchange whether in or outside India.

(viii) Details of the capital structure of the Transferor Company 3 including Authorised, Issued, Subscribed and Paid-up Share Capital:

The Authorised, Issued, Subscribed and Paid-up Share Capital of the Transferor Company 3 as on 31st March, 2025 and as on the date of approval of the Scheme by its Board is as follows:

	(Amount in Rs.)
Authorised Share Capital
1,00,00,000 Equity shares of Rs. 10/- each	10,00,00,000/-
Issued, Subscribed and Paid-up Capital
26,85,000 Equity shares of Rs. 10/- each	2,68,50,000/-

There has been no change in the issued, subscribed, paid-up capital of the Transferor Company 3 from April 01, 2025 to till date.

(ix) The details of the Directors of the Transferor Company 3 as on the date of this Notice, along with their addresses, are mentioned below:

Sl. No.	Name	Designation	DIN	Address
1.	Mr. Sachin Jain	Additional Director	07708689	J 001, Greatvalue Sharanam, Sector-107, Noida-201301
2.	Mr. Ravi Kant	Director	06938074	Flat No. 302, Blue Beach S Plus Four Society, Near Emkay Hotel, Omaxe City, Sector-15, Bahadurgarh, Jhajjar, Haryana-124507
3.	Mr. Shreekant Somany	Director	00021423	32, Friends Colony , New Delhi-110065

(x) Details of the Promoter of Transferor Company 3

The entire issued, subscribed and paid-up equity share capital of the Transferor Company 3 is held by the Transferee Company, the holding Company of the Transferor Company 3, along with its 6

individual nominee Shareholders. The registered office of the Transferee Company is situated at 2, Red Cross Place, Kolkata- 700001.

(xii) The amount due to Unsecured Creditors:

As on 31st December, 2025 no amount is due to Unsecured Creditors.

PARTICULARS OF THE TRANSFEREE COMPANY:

Somany Ceramics Limited ("Transferee Company")

(i) Somany Ceramics Limited (hereinafter referred to as "Transferee Company") (CIN: L40200WB1968PLC224116) was incorporated on January 20, 1968, with Registrar of Companies, West Bengal as "Somany-Pilkington's Limited" and received Certificate for Commencement of Business dated February 7, 1968. The name of the Transferee Company was changed from "Somany-Pilkington's Limited" to "SPL Limited" on October 18, 1995, and from "SPL Limited" to "Somany Ceramics Limited" (as its current name) on January 30, 2007. At present, the registered office of the Transferee Company is located at 2, Red Cross Place, Kolkata - 700001. Transferee Company is an internationally acclaimed organization that specializes in ceramic tiles, sanitary ware, bath fittings, tile laying solutions and allied products. Transferee Company has an access to tiles manufacturing capacity of ~75 million square meters(msm) annually through two owned units (Kadi, Gujarat and Kassar, Haryana) and five associate/subsidiary companies and also other outsource vendors. It has also access to the capacity of 0.48 million of sanitaryware and 1.30 million bath fittings each year through two subsidiary companies. Transferee Company is a complete décor solutions provider and its extensive range of products include- Ceramic Wall and Floor Tiles, Polished Vitrified Tiles, Glazed Vitrified Tiles, Sanitaryware and Bath Fittings as well as Tile Laying Solutions.

(ii) Transferee Company is listed public limited company whose equity shares are listed on BSE Limited ('BSE') and National Stock Exchange of India Ltd. ('NSE') and having permanent account number ('PAN') as AAECS0763K. The Email id of its authorized representative is [email protected].

(iii) The main object of the Transferee Company is as follows:

Main objects as per the Memorandum of Association and main business carried on by the Transferee Company:

i. To produce, manufacture, refine, treat, cure, process prepare, Import, export, purchase, sell and generally deal in all kinds of tiles, ceramic ware, glass and glassware, insulators, asphalt, asbestos and asbestos products, cement and cement products, gypsum, building materials, plastic and plastic ware, polymerite, vinyl, vinyl-asbestos, and solid vinyl ware, adhesives, vinyl cove base, fire bricks, fire clay, fire cement, terracotta, blocks, lime, limestone, fibre glass and fibre glass ware, refractories, hospital ware, including in particular but not limiting the generality of the foregoing wall tiles, floor tiles, roofing tiles, porcelain tiles, plastic and other synthetic tiles, earthenware tiles, vitreous sintered mosaic tiles, clinker tiles, refractory tiles, paving tiles, gres tiles, sanitaryware, crockery, pottery, tableware, hotelware, decorative ware, garden ware, earthenware, stoneware, pressedware, porcelain ware, bathroom accessories and to provide, equip and maintain plants, laboratories, test houses, factories and all other appliances and conveniences required for the manufacture, examination, storage, sale and purchase of products and to manufacture, refine, treat, cure or subject to any process, prepare, import, export, purchase, sell, treat and generally deal in any other products which may come out as by-products or which may be essential for

fitting or fixing the above products or fittings for any of the above products or by-products or may in any way be similar to the products.

ii. To produce, manufacture, refine, treat, cure, process, prepare, import, export, purchase, sell, prospect for, take on lease, examine, explore, get, win, work, quarry, smelt, calcine, raise, manufacture, fabricate, design, assemble, refine, treat, crush, grind, dress, amalgamate, manipulate and prepare for market and generally deal in all kinds of clays minerals, ores, sands, coals, metals, stones, artificial stones, colours, ceramic colours, fritts, glazes, pigments, chemicals, opacifiers, oxides, kieselguhr and polishing wax and all products, by products and compounds thereof, and to provide equip and maintain plants, laboratories, test houses, factories and all other appliances and conveniences required for the manufacture, examination, storage, sale and purchase of the above products and to manufacture, refine, treat, cure or subject to any process, prepare, Import, export, purchase, sell and generally deal in any other products and by-products.

iii. To produce, manufacture, design, fabricate, assemble, prepare, import, export, purchase, sell and generally to deal in all kinds of kilns and components, ancillaries, auxiliaries, accessories and parts thereof, ceramic machinery and other machinery and components and parts thereof for the manufacturing, processing etc. of the aforesaid objects and including their component parts, ancillaries, auxiliaries, accessories and parts thereof.

iv. To carry on the business of paviours, builders and contractors, decorators, hardware and other building materials and requisites, brickmakers, job masters and to enter in to contracts for laying, polishing and completing all sorts of floorings, walls and other jobs.

v. To manufacture, print, export, import, buy and sell, transfers and stickers of all kinds printed on decalcomenia paper or other base materials and to act as printers, decorators and coaters of goods, sheets, papers and materials of all kinds and to prepare, manufacture, print, paint, use, import, export, design and device all kinds of articles of artistic objects for use and ornamentation of any articles and to manufacture or deal in colours, papers, coated papers or other material, films, fabrics, foils, screens, pens, brushes, adhesives, lacquars, oils, cleaners, thinners, developers, fixers, fillers, emulsions, decoraters, mediums, powers, concentrates and all other types of materials needed for printing, decorating, polishing, designing and artistic vocations.

vi. To design, develop, fabricate and manufacture machinery, plants and equipment including kilns and furnaces for manufacture of transfers and stickers and for application thereof either by itself or through an outside designer or manufacturer or fabricator and to use, buy, sell, hire, acquire or land such machinery, plant and equipment with technology or process and application thereof.

vii. To carry on the business of printers, decorators and coaters of tiles, sanitaryware, enamelware, potteries, bottles, tumblers, jars, dinnerware, tableware, hollowware and other articles of glass, ceramics, clay, stone, metal, plastic, rubber, leather or any other material and for this purpose to buy, sell, import, export, hire, borrow or otherwise acquire any goods, technical know-how and processes equipment and services.

(iv) The Transferor Company 1, Transferor Company 2 and Transferor Company 3 (collectively hereinafter referred to as "Transferor Companies") are wholly owned subsidiaries of the Transferee Company, with nominal shares being held by individuals holding such shares as nominee of the Transferee Company in compliance with section 89 of the Act.

(v) Details of change of name during the last five years: There has been no change in the name of Transferee Company during the last five years.

(vi) Details of change of registered office during the last five years: There has been no change in the registered office of Transferee Company during the last five years.

(vii) Details of change of objects of the Company during the last five years:

The following alterations were made in the objects of the Memorandum of Association of the Transferee Company during the last five years:

S No.	Particulars	Details
1.	Amendment in the main objects of Memorandum of Association by alteration of the existing object Clause 3(a) pursuant to Scheme of Amalgamation approved by National Company Law Tribunal, Kolkata Bench vide Order dated December 20, 2021, made over to the Company on December 30, 2021	(v) To manufacture, print, export, import, buy and sell, transfers and stickers of all kinds printed on decalcomenia paper or other base materials and to act as printers, decorators and coaters of goods, sheets, papers and materials of all kinds and to prepare, manufacture, print, paint, use, import, export, design and device all kinds of articles of artistic objects for use and ornamentation of any articles and to manufacture or deal in colours, papers, coated papers or other material, films, fabrics, foils, screens, pens, brushes, adhesives, lacquars, oils, cleaners, thinners, developers, fixers, fillers, emulsions, decoraters, mediums, powers, concentrates and all other types of materials needed for printing, decorating, polishing, designing and artistic vocations.

(vi) To design, develop, fabricate and manufacture machinery, plants and equipment including kilns and furnaces for manufacture of transfers and stickers and for application thereof either by itself or through an outside designer or manufacturer or fabricator and to use, buy, sell, hire, acquire or land such machinery, plant and equipment with technology or process and application thereof.

(vii) To carry on the business of printers, decorators and coaters of tiles, sanitaryware, enamelware, potteries, bottles, tumblers, jars, dinnerware, tableware, holloware and other articles of glass, ceramics, clay, stone, metal, plastic, rubber, leather or any other material and for this purpose to buy, sell, import, export, hire, borrow or otherwise acquire any goods, technical know-how and processes equipment and services. |
| 2. | Amendment in the object incidental or ancillary to the main objects of Memorandum of Association pursuant to Special Resolution passed in the Annual General Meeting held on September 18, 2025 by alteration of the existing object Clause 3(b) of the Memorandum of Association by adding the new sub-clause after the existing sub-clauses. | (xxxiii) To develop, construct, operate, and maintain power plants and facilities, procure, sell, trade, consume and to deal in related equipment and services, production of the Power Generation from Renewable Energy and Non-Renewable Energy and power consumption from Renewable Energy and Non-Renewable Energy. |

(viii) Details of the capital structure of the Transferee Company including Authorised, Issued, Subscribed and Paid-up Share Capital:

The Authorised, Issued, Subscribed and Paid-up Share Capital of the Transferee Company as on the date of approval of the Scheme by its Board is as follows:

	(Amount in Rs.)
Authorised Share Capital
16,15,00,000 Equity Shares of Rs. 2/- each	32,30,00,000/-
Issued, Subscribed and Paid-up Capital
4,10,12,806 Equity Shares of Rs. 2/- each	8,20,25,612/-

The equity shares of the Transferee Company are listed on BSE and NSE.

Note- Issued, Subscribed and Paid-up Share Capital of SCL may change from time to time during the process of amalgamation due to further issue of securities. The Transferee Company has outstanding employee stock options under its existing employee stock option scheme, the exercise of which may result in an increase in the issued and paid-up share capital of the Transferee Company from time to time.

(ix) The total paid-up equity and voting share capital of the Transferee Company as on 31st March, 2025 was Rs. 8,20,19,210/- consisting of 4,10,09,605 equity shares of Rs. 2/- each. Subsequent to the approval of Nomination and Remuneration Committee in its meeting held on August 13, 2025, there has been change in the capital structure of the Transferee Company since March 31, 2025 pursuant to the exercise of employee stock options under its existing employee stock option scheme vide issue of 3,201 number of equity shares of Rs. 2/- each aggregating to Rs. 6,402/- from the date of last audited financial statement till the date of approval of this Scheme by the Board of Directors.

(x) There has been no change in the Authorised, Issued or Paid-up Share Capital of the Transferee Company from the date of approval of the Scheme by its Board to till date.

(xi) The details of the Directors of the Transferee Company as on the date of this Notice, along with their addresses, are mentioned below:

Sl. No.	Name	Designation	DIN	Address
1.	Mr. Shreekant Somany	Chairman & Managing Director	00021423	32, Friends Colony, New Delhi - 110065
2.	Mr. Abhishek Somany	Managing Director & CEO	00021448	32, Friends Colony, New Delhi - 110065
3.	Mr. Rameshwar Singh Thakur	Independent Director	00020126	Flat No 205 Burlington Hiranandani Estate Patlipada, Thane, Mumbai - 400607
4.	Mr. Vineet Agarwal	Independent Director	00380300	19 OLOF Palme Marg Vasant Vihar, New Delhi 110057
5.	Mrs. Rumjhum Chatterjee	Independent Director	00283824	E-2278, Palam Vihar, Gurgaon - 122017 Haryana
6.	Mr. Manit Rastogi	Independent Director	00370998	N-85, Panchsheel Park, New Delhi-110017
7.	Mr. Ghanshyam Girdharbhai Trivedi	Non-Executive Non Independent Director	00021470	4, Shashwat Bunglows, B/H Rajpath Club, S G Highway Ahmedabad, Gujarat - 380059

(xii) Details of the Promoters of Transferee Company as on the date of this Notice, along with their addresses, are mentioned below:

Sl. No.	Name	Category	Address
1.	Mr. Shreekant Somany	Promoter	32, Friends Colony, New Delhi-110065
2.	Mr. Abhishek Somany	Promoter	32, Friends Colony, New Delhi-110065
3.	Mrs. Anjana Somany	Promoter	32, Friends Colony, New Delhi-110065
4.	Mrs. Minal Somany	Promoter	32, Friends Colony, New Delhi-110065
5.	Mrs. Anushree Chopra	Promoter	32, Friends Colony, New Delhi-110065
6.	Mr. Shrivatsa Somany	Promoter	32, Friends Colony, New Delhi-110065
7.	Ms. Aanvi Somany	Promoter	32, Friends Colony, New Delhi -110065
8.	Mr. Ameya Somany	Promoter	32, Friends Colony, New Delhi-110065
9.	Abhishek Somany HUF (Karta: Abhishek Somany)	Promoter	32, Friends Colony, New Delhi -110065
10.	Abhishek Somany- Trustee of Shakthi Family Trust	Promoter	32, Friends Colony, New Delhi-110065
11.	Shreekant Somany- Trustee of Srijan Family Trust	Promoter	32, Friends Colony, New Delhi-110065
12.	Shrivatsa Somany - Trustee of Sanrakshith Family Trust	Promoter	32, Friends Colony, New Delhi-110065

(xiii) The amount due to Unsecured Creditors: The amount due to Unsecured Creditors of the Transferee Company as on December 31, 2025 is Rs. 396.06 Crores.

RATIONALE AND SALIENT FEATURES OF THE SCHEME:

RATIONALE OF THE SCHEME
The Transferor Companies and Transferee Company are desirous of consolidating their businesses/operations into a single company by amalgamation of the Transferor Companies with the Transferee Company under this Scheme of Amalgamation.

The circumstances, which justify and/or necessitate the proposed Scheme of Amalgamation of the Transferor Companies with the Transferee Company; and benefits of the proposed amalgamation as perceived by the Board of Directors of these Companies, to the Shareholders and other stakeholders are, inter alia, as follows:

(i) Both the Transferor Companies and Transferee Company are under common control and it would be advantageous to combine the activities and operations in a single Company and to build strong capability to effectively meet future challenges in competitive business environment.

(ii) The proposed Amalgamation would result in business synergy, pooling of physical, financial and human resource of these Companies for the most beneficial utilization of these factors in the combined entity.

(iii) Presently, the Transferor Companies are engaged in the business of trading of ceramic tiles, sanitary ware and allied products and other related activities and Transferee Company is also engaged in the business of manufacturing and trading of ceramic tiles, polished vitrified tiles, glazed vitrified tiles, sanitaryware and bath fittings, tile laying solutions, other allied products and other related activities. The proposed amalgamation will enable the integration of the business activities of the Transferor Companies with the Transferee Company.

(iv) The proposed Scheme of Amalgamation will result in usual economies of a centralized and a large company including elimination of duplicate work, reduction in overheads, better and more productive utilization of financial, human and other resource and enhancement of overall business efficiency. The proposed Scheme will enable these Companies to combine their managerial and operating strength, to build a wider capital and financial base and to promote and secure overall growth.

(v) The amalgamation will result in significant reduction in multiplicity of legal and regulatory compliances which at present is required to be made separately by the Transferee Company as well as by the Transferor Companies.

(vi) The proposed amalgamation would enhance the Shareholders’ value of the Transferor Companies and the Transferee Company.

(vii) The proposed Scheme of Amalgamation will have beneficial impact on the Transferor Companies and the Transferee Company, their Shareholders, employees and other stakeholders and all concerned.

In the view of the above advantages and benefits, the respective Board of Directors of the Transferor Companies and the Transferee Company have formulated this Scheme pursuant to the provisions of Sections 230-232 and other applicable provisions of the Companies Act, 2013. To give effect to the proposals contained herein, this Scheme of Amalgamation is presented for approval to the Hon'ble National Company Law Tribunal, Kolkata Bench.

Further, the respective Board of Directors of the Transferor Companies and the Transferee Company are of the opinion that the Scheme would be beneficial to and in the best interest of the shareholders, creditors, employees and other stakeholders of the Transferor Companies and Transferee Company along with general public at large.

SALIENT FEATURES / DETAILS / EXTRACT OF THE SCHEME OF AMALGAMATION

The salient features of the Scheme are inter alia as follows:-

A. In terms of the Scheme, the Appointed Date means April 1, 2025 or as the Hon'ble Tribunal Bench may direct.

B. In terms of the Scheme, the Effective Date (as defined in the Scheme) means the last of the dates on which certified copies of the order of the NCLT (as defined hereinafter) sanctioning the Scheme are filed by the Companies with the jurisdictional Registrar of Companies. Any references in this

Scheme to the “upon this Scheme becoming effective” or “upon coming into effect of this Scheme” or “upon the Scheme coming into effect” or “effectiveness of the Scheme” shall be construed to be a reference to the Effective Date.

C. The Scheme provides that upon the Scheme becoming effective and with effect from the Appointed Date (as defined in the Scheme), the Amalgamated Undertaking of the Transferor Companies as defined in Clause 1.1 of the Scheme shall, under the provisions of the Act and pursuant to the Order of the Hon'ble NCLT, without any further act, instrument, or deed, be and stand transferred to and vested in and be available to the Transferee Company as a going concern so as to become as and from the Appointed Date the estates, assets, rights, title, interests and authorities, etc. of the Transferee Company.

D. The Scheme provides that upon the Scheme becoming effective and with effect from the Appointed Date:

(i) All the debts, liabilities, duties, and obligations present and future of Transferor Companies (including contingent liabilities, if any) shall, without any further act, instruments or deed stand transferred to the Transferee Company pursuant to the provisions contained in Section 232 and other applicable provisions of the Act, so as to become the debts, liabilities, duties and obligations of the Transferee Company on the same terms and conditions as were applicable to the Transferor Companies with effect from the Appointed Date. It shall not be necessary to obtain the consent of any third party or other person who is a party to any contract or arrangement (including any creditor or shareholder) relating to such debts, liabilities, contingent liabilities, duties and obligations in order to give effect to the provisions of this Clause.

(ii) All the profits or income accruing or arising to the Transferor Companies or expenditure or losses arising or incurred (including the effect of taxes, if any, thereon) by the Transferor Companies shall, for all purposes, be treated and be deemed to be and accrue as the profits or incomes or expenditure or losses or taxes of the Transferee Company, as the case may be. It is clarified for the purpose of brevity that all assets and receivables, whether contingent or otherwise, of the Transferor Companies as on the Appointed Date, whether provided for or not, in the books of account and all other assets or receivables which may accrue or arise on or after the Appointed Date shall be deemed to be the assets and receivables or otherwise, as the case may be of the Transferee Company.

(iii) All the inter-se contracts solely between the Transferor Companies and the Transferee Company shall stand cancelled and cease to operate, and appropriate effect shall be given to such cancellation and cessation in the books of accounts and records of the Transferee Company. For avoidance of doubt, it is hereby clarified that there will be no accrual of income or expense or interest or any other charges on account of any such inter-se transactions in the nature of sale or transfer of goods, material or services or deposits or balances between the Transferor Companies and the Transferee Company.

(iv) Consideration: The Transferor Companies are wholly owned subsidiary companies of the Transferee Company and Transferee Company along with its nominee shareholders holds all the shares issued by the Transferor Companies. On amalgamation of Transferor Companies with Transferee Company, no shares shall be issued or allotted in respect of the holding of the shares by the Transferee Company and its nominee shareholders in the Transferor Companies.

If the scheme of compromise or arrangement relates to more than one Company, the fact and details of any relationship subsisting between such companies who are parties to such scheme of compromise or arrangement, including holding, subsidiary or of associate companies

Transferor Company 1, Transferor Company 2 and Transferor Company 3 are the wholly-owned subsidiaries of the Transferee Companies.

Approvals and actions taken in relation to the Scheme

The Transferor Companies and the Transferee Company will obtain such necessary approvals/sanctions/no objection(s) from the regulatory or other governmental authorities, if so required.

Effect of the Scheme

i. Key Managerial Personnel and Directors

Pursuant to the Scheme, the Transferor Companies shall be dissolved without winding up and its Directors shall cease to hold office. The Directors and Key Managerial Personnel (KMPs) of the Transferor Companies and their respective relatives have no interest in the Scheme, financially or otherwise, except to the extent of their shareholding, if any, and their interests are not adversely affected by the Scheme.

The Directors and Key Managerial Personnel (KMPs) of the Transferee Company and their respective relatives have no interest in the Scheme, financially or otherwise, except to the extent of their shareholding, if any, and their interests are not adversely affected by the Scheme.

ii. Promoters and Non-Promoters

The Transferor Companies are the wholly owned subsidiary companies of the Transferee Company. The entire paid-up share capital of the Transferor Companies are held by the Transferee Company and its nominees and the same shall stand cancelled on the Scheme becoming effective and no shares will be issued by Transferee Company to Transferor Companies. Further, save as aforesaid, the rights and interest of the Promoters and Non-Promoter Shareholders of Companies involved in the Scheme will not be prejudicially affected by the Scheme.

iii. Depositors, Debenture Holders, Deposit Trustee or Debenture Trustee

The Transferor Companies and the Transferee Company have neither issued any debentures nor taken any public deposits. Hence, there are no debenture holders, debenture trustees, depositors and deposit trustees in the applicant companies. There will be no adverse effect on account of the Scheme on any of the aforesaid stakeholders. The Scheme is proposed to the advantage of all concerned, including the said stakeholders.

iv. Creditors

Post sanction of the Scheme the rights and interests of the Unsecured Creditors of Transferor Company 2 and Transferee Company and Secured Creditors of Transferee Company and their interests will not be prejudicially affected by the Scheme as no sacrifice or waiver is, at all called from them nor their rights sought to be modified in any manner.

v. Employees: Upon the coming into effect of this Scheme:

The rights and interests of the employees, if any, of the Transferor Companies will not be prejudicially affected by the Scheme as such employees will become employees of Transferee Company at the agreed terms and conditions without any break or interruption in service.

vi. Disclosure about effect of the Scheme on material interests of Directors, Key Managerial Personnel (KMP), Debenture Trustee and other Stakeholders

Please refer to point no. 4 above for the effect of the Scheme on material interests of Directors, Key Managerial Personnel, Debenture Trustee and other Stakeholders.

vii. Investigations or proceedings, if any, pending against the Applicant Companies under the Act:

No investigation proceedings are pending under the provisions of Chapter XIV of the Act or under Sections 235 to 251 of the Companies Act, 1956 in respect of the Applicant Companies.

viii. Status of Step-down Subsidiary SRCL Buildwell Private Limited:

It is hereby clarified that SRCL Buildwell Private Limited, a Step-down Subsidiary ("SRCLBL"), which is currently a wholly-owned subsidiary of the Transferor Company 3, shall not form part of this Scheme of Amalgamation and shall continue to exist as a separate legal entity.

Upon the Scheme becoming effective, the entire shareholding of SRCLBL held by the Transferor Company 3 shall, by operation of law, be vested in and held by the Transferee Company, and SRCLBL shall become a direct subsidiary of the Transferee Company. The operations, assets, liabilities, contracts, and employees of SRCLBL shall remain unaffected by this Scheme.

The proposed Scheme does not contemplate any corporate debt restructuring exercise.
The Pre-scheme shareholding of Transferor Company 1 as on December 31, 2025 is as detailed below:

Category of Shareholder	No. of Shares held	Total Shareholding as a % of total no. of Shares
Promoters and Promoter Group	5,00,000 Equity Shares of Rs. 10/-each	100%
TOTAL	5,00,000 Equity Shares of Rs. 10/-each	100%

The Pre-scheme shareholding of Transferor Company 2 as on December 31, 2025 is as detailed below:

Category of Shareholder	No. of Shares held	Total Shareholding as a % of total no. of Shares
Promoters and Promoter Group	35,10,000 Equity Shares of Rs. 10/-each	100%
TOTAL	35,10,000 Equity Shares of Rs. 10/-each	100%

The Pre-scheme shareholding of Transferor Company 3 as on December 31, 2025 is as detailed below:
The Pre and Post amalgamation shareholding of Somany Ceramics Limited shall be same as the scheme provides for the merger 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 no shares are being issued as part of the consideration. The Pre-scheme shareholding of Somany Ceramics Limited based on December 31, 2025 and the Post-scheme shareholding would be as detailed below:

Particulars	Category of shareholder	No. of fully paid-up equity shares	Total Shareholding as a % of total no. of Shares	No. of fully paid-up equity shares	Total Shareholding as a % of total no. of Shares
Pre-Shareholding				Post-Shareholding
(A)	Promoter & Promoter Group	2,25,58,791	55.00%	2,25,58,791	55.00%
(B)	Public	1,84,54,015	45.00%	1,84,54,015	45.00%
(C)	Non-Promoter-Non Public	0	0.00%	0	0.00%
	Total	4,10,12,806	100.00%	4,10,12,806	100.00%

You are requested to read the entire text of the Scheme to get fully acquainted with the provisions thereof. The aforesaid are only some of the salient extracts thereof.

10. Details of Approval from regulatory authorities:

(a) The Transferee Company vide its letter dated November 20, 2025 submitted the Scheme of Amalgamation with BSE Limited and National Stock Exchange of India Limited. In terms of SEBI Circular SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated June 20, 2023, Transferor Companies being wholly owned subsidiaries of the Transferee Company, pursuant to Regulation 37(6) of the LODR Regulations, there is no requirement of obtaining any 'No-Objection Letter' or 'Observation Letter' to the Scheme from the Stock Exchanges on which the securities of the Company are listed.
(b) The Transferor Companies and the Transferee Company have jointly made an application before the Hon'ble National Company Law Tribunal, Kolkata Bench for the sanction of the Scheme of Amalgamation under Sections 230 to 232 of the Companies Act, 2013 read with Companies (Compromises, Arrangements and Amalgamations) Rules, 2016.
(c) A copy of the Scheme along with the necessary statement under Section 230 read with Rules 6 and 8 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, will be forwarded to the Registrar of Companies, in terms of the order dated April 09, 2026 (date of pronouncement), of the Hon'ble National Company Law Tribunal, Kolkata Bench.
(d) The Transferor Companies and the Transferee Company are required to seek approval / sanction / no objection from certain regulatory and governmental authorities for the Scheme such as a concerned Registrar of Companies, Regional Director, Official Liquidator, Income Tax department and will obtain the same at the relevant time.
11. The Directors of the Company may be deemed to be concerned and/ or interested in the Scheme only to the extent of their Shareholding in the Transferee Company or to the extent the said Directors are common Directors in the Transferor Companies/ Transferee Company, or to the extent the said Directors are the partners, directors, members of the Transferor Companies/ Transferee Company, firms, association of persons, bodies corporate and/or beneficiary of trust, that hold Shares in Transferor Companies/ Transferee Company.

The date of the Board Meeting of the Applicant Companies at which the Scheme was approved by the Board of Directors including the name of the Directors who voted in favour of the resolution, who voted against the resolution and who did not vote or participate on such resolution:

The Board Meetings of Applicant Companies at which the Scheme of Amalgamation was approved were held on 7th November, 2025 respectively. All the Directors present at the respective Board Meeting(s), voted in favour of the Scheme. Details regarding the voting are given below:

Details of Directors of Transferor Company 1 who voted in favour/against/did not participate on resolution passed at the Meeting of the Board of Directors of Transferor Company 1 on 7th November, 2025 are given below:

S. No.	Name of Directors	Voted for the Resolution	Voted Against the Resolution	Did not Vote or Participate
1.	Mr. Shreekant Somany	Yes	-	-
2.	Mr. Abhishek Somany	Yes	-	-
3.	Mr. Ghanshyam Girdharbhai Trivedi	-	-	Absent
4.	Mr. Shrivatsa Somany	Yes	-	-

Details of Directors of Transferor Company 2 who voted in favour/against/did not participate on resolution passed at the Meeting of the Board of Directors of Transferor Company 2 on November 07, 2025 are given below:

S. No.	Name of Directors	Voted for the Resolution	Voted Against the Resolution	Did not Vote or Participate
1.	Mr. Sachin Jain	Yes	-	-
2.	Mr. Jatin Gupta	Yes	-	-
3.	Mr. Ravi Kant	Yes	-	-

Details of Directors of Transferor Company 3 who voted in favour/against/did not participate on resolution passed at the Meeting of the Board of Directors of Transferor Company 3 on November 07, 2025 are given below:

Details of Directors of Transferee Company who voted in favour/against/did not participate on resolution passed at the Meeting of the Board of Directors of Transferee Company on November 07, 2025 are given below:

The details of the current directors / and Key Managerial Personnel of the Transferor Company 1 and their shareholding in the Transferor Company 1 to 3 and Transferee Company as on December 31, 2025 are as follows:

S. No.	Name of Directors	Designation	Shares in Transferor Company 1	Shares in Transferor Company 2	Shares in Transferor Company 3	Shares in Transferee Company
1.	Mr. Abhishek Somany	Director	1*	1*	1*	#18,74,575
2.	Mr. Ghanshyam Girdharbhai Trivedi	Director	1*	-	-	2,000
3.	Mr. Shreekant Somany	Director	1*	1*	1*	1,15,887
4.	Mr. Shrivatsa Somany	Director	-	-	-	1,15,887

*Holding equity shares in the capacity of registered owner on behalf of Somany Ceramics Limited, being the beneficial owner of the Shares.

Shareholding includes 18,942 shares held by Mr. Abhishek Somany and 18,55,633 shares held by Abhishek Somany HUF, wherein Mr. Abhishek Somany being the Karta of the said HUF.

The details of the current directors / and Key Managerial Personnel of the Transferor Company 2 and their shareholding in the Transferor Company 1 to 3 and Transferee Company as on December 31, 2025 are as follows:

S. No.	Name of Directors	Designation	Shares in Transferor Company 1	Shares in Transferor Company 2	Shares in Transferor Company 3	Shares in Transferee Company
1.	Mr. Jatin Gupta	Nominee Director	-	-	-	-
2.	Mr. Ravi Kant	Nominee Director	-	1*	1*	-
3.	Mr. Sachin Jain	Nominee Director	-	-	1*	1

*Holding equity shares in the capacity of registered owner on behalf of Somany Ceramics Limited, being the beneficial owner of the Shares.

The details of the current directors / and Key Managerial Personnel of the Transferor Company 3 and their shareholding in the Transferor Company 1 to 3 and Transferee Company as on December 31, 2025 are as follows:

The details of the current directors / and Key Managerial Personnel of the Transferee Company and their shareholding in the Transferor Company 1 to 3 and Transferee Company as on December 31, 2025 are as follows:

Shareholding includes 18,942 shares held by Mr. Abhishek Somany and 18,55,633 shares held by Abhishek Somany HUF, wherein Mr. Abhishek Somany being the Karta of the said HUF.

None of the Directors, Promoters, Key Managerial Personnel, their relatives, Creditors and Employees of the Transferee Company respectively have any material interest, financial or otherwise, in the Scheme, save to the extent of shares held by them in the Transferee Company, if any.
This statement may also be treated as an Explanatory Statement under Section 102 and Sections 230 to 232 of the Companies Act, 2013 read with Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016.
On the Scheme being approved by the requisite majority of the Shareholders and Unsecured Creditors, the Applicant Companies shall file a joint petition with the Hon'ble National Company Law Tribunal, Kolkata Bench for sanction of the Scheme under Sections 230-232 read with Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 and other applicable provisions of the Act.
It is further provided that there are no other contracts or agreements that are material to the proposed scheme.
It is confirmed that the copy of the Scheme, as approved by Board, is being filed with the Registrar of Companies, Kolkata and other requisite authorities.
In compliance with the requirement of Section 230(5) of the Companies Act, 2013 and Rule 8 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, notice in the prescribed form and seeking approvals, sanctions or no-objections shall be served to the concerned regulatory and government authorities for the purpose of the proposed Scheme.
No other approvals from regulators or governmental authorities are required at this stage nor any have been received or are pending in respect of the proposed Scheme.
No winding up petition is pending against the Transferee Company and the Transferor Companies.

21. Other Matters:

a. The Accounting Treatment as proposed in the Scheme is in conformity with the accounting standards prescribed under Section 133 of the Companies Act, 2013. The certificate issued by the statutory auditor of the respective applicant companies is open for inspection.

b. The Valuation Report is not required in connection with the scheme as there are no issuance of shares/securities and the entire share capital of the Transferor Companies are held by the Transferee Company which shall stand cancelled pursuant to the Scheme.

c. The Scheme is not prejudicial to the interest of the members of the Applicant Companies.

The Transferor Companies are wholly owned subsidiary companies of the Transferee Company and Transferee Company along with its nominee shareholders holds all the shares issued by the Transferor Companies. On amalgamation of Transferor Companies with Transferee Company, no shares shall be issued or allotted in respect of the holding of the shares by the Transferee Company and its nominee shareholders in the Transferor Companies.
Upon the Scheme coming into effect, the authorized share capital of the Transferee Company shall automatically stand increased by merging the authorized share capital of the Transferor Companies with

the Transferee Company without any further act or deed on the part of the Transferee Company. On dissolution of Transferor Companies in accordance with Clause 12 of the Scheme, the stamp duty, or any other fees, if any, paid by the Transferor Companies on its authorized share capital shall be set-off against any fees payable by the Transferee Company on its combined authorized share capital subsequent to the amalgamation.

The Company is facilitating voting through both remote e-voting and e-voting options. Shareholders entitled to vote may exercise their right either through the remote e-voting platform provided by the Company through CDSL or by participating in the voting process during the meeting. Voting in case of body corporate, and voting by authorised representatives shall be permitted, provided the prescribed form/authorization is filed with the Transferee Company no later than 48 hours before the commencement of the aforesaid meeting as required under Rule 10 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016.
The Company wishes to inform the shareholders that the First Motion Order received from the Hon'ble National Company Law Tribunal ("NCLT") Kolkata Bench, Court-I, contains an inadvertent reference to a "Scheme of Arrangement" instead of "Scheme of Amalgamation." The Company has already initiated appropriate steps to seek rectification of the said Order. Shareholders are further informed that the revised and corrected details of the Order, upon receipt from the Hon'ble NCLT, will be duly intimated to all concerned stakeholders in a timely manner.
The copies of the following documents will be open for inspection by the Members at the Registered Office of the Transferee Company on all working days (except Saturdays, Sundays and public holidays) up to the date of the meeting between 11:00 a.m. and 1:00 p.m. up to the date of the ensuing Meeting, for which Shareholders are required to send an e-mail to the Company Secretary at [email protected].

i) Resolution passed by the Board of Directors of the Transferor Companies and the Transferee Company approving the Scheme of Amalgamation.

ii) Copy of letters submitted to the Stock Exchanges for filing the Scheme of Amalgamation.

iii) Scheme of Amalgamation.

iv) Copy of the Order dated 9th April, 2026 passed in Company Application No. C.A (CAA) NO. 35/KB/2026 by the Hon'ble National Company Law Tribunal of Kolkata directing the convening and holding of the Meeting of the Equity Shareholders and Meeting of the Unsecured Creditors of the Transferee Company.

v) Memorandum and Articles of Association of the Transferor Companies and Transferee Company.

vi) Audited financial statements of the Transferee Company and Transferor Companies for the financial year ended 31st March, 2025.

vii) Un-audited Financial results of the Transferor Companies and the Transferee Company for the quarter ended 31st December, 2025.

viii) Register of Directors' shareholdings of the Transferee Company and Transferor Companies.

ix) Copy of the Auditors' certificate to the effect that the accounting treatment in the Scheme of Amalgamation is in conformity with the Accounting Standards prescribed under Section 133 of the Companies Act, 2013.

This statement may be treated as an Explanatory Statement under Sections 102, 230 to 232 of the Act read with Rule 6 of the Rules. Hard copies of the Particulars as defined in this Notice can be obtained free of charge, from the registered office of the Company, on a requisition being so made by the equity shareholders of the Company, along with details of your shareholding in the company by sending an email request on [email protected].
After the Scheme is approved, by the equity shareholders of the Transferee Company, it will be subject to the approval sanction by NCLT or any other statutory or regulatory authorities as may be applicable.

Place: Kolkata
Date: 23 April, 2026

Sd/-
Anuj Kalia
Company Secretary, Somany Ceramics Limited
Authorized by Adv. Namrata Basu
Chairperson appointed for the meeting of the
Equity shareholders of Somany Ceramics Limited

SCHEME OF AMALGAMATION

BETWEEN

SOMANY BATHWARE LIMITED

(TRANSFEROR COMPANY 1)

SOMANY EXCEL VITRIFIED PRIVATE LIMITED

(TRANSFEROR COMPANY 2)

SR CONTINENTAL LIMITED

(TRANSFEROR COMPANY 3)

WITH

SOMANY CERAMICS LIMITED

(TRANSFEREE COMPANY)

THEIR RESPECTIVE SHAREHOLDERS AND CREDITORS

UNDER SECTIONS 230-232 OF THE COMPANIES ACT, 2013

A. PREAMBLE

This Scheme of Amalgamation is presented under Sections 230-232 and other applicable provisions of the Act (as defined in Part A below) and the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 including any statutory modification(s), amendment(s), or re-enactment(s) thereof for the time being in force and in compliance with provisions of Section 2(1B), Section 72A and other relevant provisions of the IT Act, for amalgamation of Somany Bathware Limited, Somany Excel Vitrified Private Limited and SR Continental Limited with Somany Ceramics Limited as a going concern.

Somany Bathware Limited, Somany Excel Vitrified Private Limited and SR Continental Limited are wholly owned subsidiaries of Somany Ceramics Limited. Accordingly, in consideration of the merger, Somany Ceramics Limited will not issue any shares under the Scheme of Amalgamation. The existing shareholding of Somany Bathware Limited, Somany Excel Vitrified Private Limited and SR Continental Limited will stand cancelled pursuant to the Scheme of Amalgamation.

In addition, this Scheme of Amalgamation also provides for various other matters consequential or otherwise integrally connected herewith.

B. BACKGROUND OF COMPANIES INVOLVED IN THE SCHEME

(i) Somany Bathware Limited (hereinafter referred to as “Transferor Company 1”) (CIN: U51909WB2006PLC273565) is a company incorporated on December 26, 2006, with the Registrar of Companies, NCT Delhi & Haryana as “Somany Retail Limited” and received Certificate for Commencement of business dated February 02, 2007. The name of the Transferor Company 1 was changed from “Somany Retail Limited” to “Somany Global Limited” on September 02, 2009 and from “Somany Global Limited” to “Somany Bathware Limited” (as its current name) on October 11, 2018. At present the registered office of Transferor Company 1 is located at 2, Red Cross Place, Kolkata – 700001 within the jurisdiction of the Hon’ble NCLT, Kolkata. As per the memorandum of association of Transferor Company 1, the

Transferor Company 1 is engaged in the business of trading of ceramics tiles, sanitary ware and allied products. The main object of the Transferor Company 1 is as follows:

Main Object:

BATHWARDE

SINCE 1884

to provide, equip and maintain plants, laboratories, test houses, factories, and all other appliances and conveniences required for the manufacture, examination, storage, sale and purchase of products.

iv. To enter into franchise operations, tie-ups, collaborations, technology transfers within India and outside India for the items mentioned in clause 1 to 3 above.

(ii) Somany Excel Vitrified Private Limited (hereinafter referred to as “Transferor Company 2”) (CIN: U26955WB2015PTC274839) was incorporated on October 30, 2015, with the Registrar of Companies, Rajasthan. At present the registered office of Transferor Company 2 is located at 2, Red Cross Place, Kolkata -700001 within the jurisdiction of the Hon'ble NCLT, Kolkata. As per the memorandum of association of Transferor Company 2, the Transferor Company 2 is engaged in the business of trading of sanitary ware and parts thereof. The main object of the Transferor Company 2 is as follows:

Main Object:

SOMANY BATHWAYS
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45

pressedwares, decorativewares, gardenwares, kitchenwares, potteries insulators, terracotta, porcelain ware, bathroom, accessories, pipes, bricks, building materials, asbestos sheets, poles, blocks, plumbing fixture including fitting, parts, accessories, consumable components and buy-products thereof and plumbing services.

(iii) SR Continental Limited (hereinafter referred to as “Transferor Company 3”) (CIN: U55101WB1979PLC282621) was incorporated on June 25, 1979, with the Registrar of Companies, West Bengal as “Special Refractories Limited” and received Certificate for Commencement of business dated July 27, 1979. The name of the Transferor Company 3 was changed from “Special Refractories Limited” to “SR Continental Limited” on February 03, 2003. At present the registered office of the Transferor Company 3 is located at 2, Red Cross Place, Kolkata -700001 within the jurisdiction of the Hon'ble NCLT, Kolkata. As per the memorandum of association of the Transferor Company 3, the Transferor Company 3 is engaged in the business of trading of ceramics tiles, sanitary ware and allied products. The main object of the Transferor Company 3 is as follows:

ii. To make, compose, prepare, buy, sell and dispose of sewer pipes, drain pipes, stone pipes, hume pipes, concrete pipes and pipes of all kinds and building materials of all kinds.

SANITATHIMAKERI UNIVERSITY

SANITATHIMAKERI UNIVERSITY 1897

S. CHALADEH RAGHAR

prepared of glass and to carry out the business of glass leveller, patent
solverer, glass embosser, ecclesiastical lead workers, glass tablet, show card
and show case manufactures.

vi. To produce, manufacture, refine, treat, cure, process, prepare, import, export,
purchase, sell and generally deal in all kinds if ceramics, ceramic wares,
insulators, asphalt, asbestos, terakota, blocks, lime stone, fibreglass,
fibreglassware, mortals, jigs, tools, dies, fixtures and bathroom accessories,
and generally deal in or process any other products which may come out as by
products or which may be essential for filing or fixing the above products or
fittings for any of the products or by products or may in any way be similar to
the products.

vii. To produce, manufacture, refine, treat, cure, process, prepare, import, export,
purchase, sell and generally deal in all kinds of tiles including in particular but
not limiting the generality of the foregoing wall tiles, floor tiles, roofing tiles,
porcelain tiles, plastic and other synthetic tiles, earthen-ware tiles, paving
tiles, gres tils and to provide, equip and maintain plants, laboratories, test
houses, factories and all other appliances and conveniences required for the
manufacture, examination, storage, sell and purchase of products and to
manufacture, refine treat cure or subject to any process, prepare, import,
export, purchase, sell, treat and generally deal in any other products which
may come out as by-products or which may be essential for the fitting or fixing
the above products or by-products or may in any way be similar to the
products.

viii. To render to any person or firm or body corporate whether in India or
elsewhere technical information, know-how, consultancy services, processes,
engineering, manufacturing and operating data, plans, lay-outs, and blue-
prints useful for design, erection and operation of plant related to the
production, manufacturing, designing, fabricating, assembling of refractories,
glass and glasswares of all kinds, ceramic materials and tiles of all kinds.

ix. To manufacture, prepare, buy, sell, import, export and generally deal in
Ceramic Colors, Pigments, stains, Enamels, Frits and Glazes of all kinds and
any other raw materials required for use of ceramic products including in tiles
industries and to develop bodies for tiles industries.

BATHWARTH
JUDGE
EXCEL VITAMINS
6
47
CERTINENANT
ORGANIC
CEMENT
^{}[]

(iv) Somany Ceramics Limited (hereinafter referred to as “Transferee Company”) (CIN: L40200WB1968PLC224116) was incorporated on January 20, 1968, with Registrar of Companies, West Bengal as “Somany-Pilkington’s Limited” and received Certificate for Commencement of business dated February 7, 1968. The name of the Transferee Company was changed from “Somany-Pilkington’s Limited” to “SPL Limited” on October 18, 1995, and from “SPL Limited” to “Somany Ceramics Limited” (as its current name) on January 30, 2007. At present, the registered office of the Transferee Company is located at 2, Red Cross Place, Kolkata - 700001. Transferee Company is an internationally acclaimed organization that specializes in ceramic tiles, sanitary ware, bath fittings, tile laying solutions and allied products. Transferee Company has an access to tiles manufacturing capacity of ~75 million square meters(msm) annually through two owned units (Kadi, Gujarat and Kassar, Haryana) and five associate/subsidiary companies and also other outsource vendors. It has also access to the capacity of 0.48 million of sanitaryware and 1.30 million bath fittings each year through two subsidiary companies. Transferee Company is a complete décor solutions provider and its extensive range of products include- Ceramic Wall and Floor Tiles, Polished Vitrified Tiles, Glazed Vitrified Tiles, Sanitaryware and Bath Fittings as well as Tile Laying Solutions. The equity shares of the Transferee Company are listed on BSE Limited (‘BSE’) and National Stock Exchange of India Ltd. (‘NSE’). The main object of the Transferee Company is as follows:

BATH WAYERS
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48

vitreous sintered mosaic tiles, clinker tiles, refractory tiles, paving tiles, gres tiles, sanitaryware, crockery, pottery, tableware, hotelware, decorative ware, garden ware, earthenware, stoneware, pressedware, porcelain ware, bathroom accessories and to provide, equip and maintain plants, laboratories, test houses, factories and all other appliances and conveniences required for the manufacture, examination, storage, sale and purchase of products and to manufacture, refine, treat, cure or subject to any process, prepare, import, export, purchase, sell, treat and generally deal in any other products which may come out as by-products or which may be essential for fitting or fixing the above products or fittings for any of the above products or by-products or may in any way be similar to the products.

BATHWARK COUNTY, MASS. 1733

CERAMICS CIRCUIT CO.

v. *To manufacture, print, export, import, buy and sell, transfers and stickers of all kinds printed on decalcomenia paper or other base materials and to act as printers, decorators and coaters of goods, sheets, papers and materials of all kinds and to prepare, manufacture, print, paint, use, import, export, design and device all kinds of articles of artistic objects for use and ornamentation of any articles and to manufacture or deal in colours, papers, coated papers or other material, films, fabrics, foils, screens, pens, brushes, adhesives, lacquars, oils, cleaners, thinners, developers, fixers, fillers, emulsions, decoraters, mediums, powers, concentrates and all other types of materials needed for printing, decorating, polishing, designing and artistic vocations.

vi. *To design, develop, fabricate and manufacture machinery, plants and equipment including kilns and furnaces for manufacture of transfers and stickers and for application thereof either by itself or through an outside designer or manufacturer or fabricator and to use, buy, sell, hire, acquire or land such machinery, plant and equipment with technology or process and application thereof.

vii. *To carry on the business of printers, decorators and coaters of tiles, sanitaryware, enamelware, potteries, bottles, tumblers, jars, dinnerware, tableware, hollowware and other articles of glass, ceramics, clay, stone, metal, plastic, rubber, leather or any other material and for this purpose to buy, sell, import, export, hire, borrow or otherwise acquire any goods, technical know-how and processes equipment and services.

*{Amended pursuant to Scheme of Amalgamation approved by National Company Law Tribunal, Kolkata Bench vide Order dated 20th December, 2021, made over to the Company on 30th December, 2021.}

(v) The Transferor Company 1, Transferor Company 2 and Transferor Company 3 (collectively hereinafter referred to as "Transferor Companies") are wholly owned subsidiaries of the Transferee Company, with nominal shares being held by individuals holding such shares as nominee of the Transferee Company in compliance with section 89 of the Act.

C. RATIONALE OF THE SCHEME

The Transferor Companies and Transferee Company are desirous of consolidating their businesses/operations into a single company by amalgamation of the Transferor Companies with the Transferee Company under this Scheme of Amalgamation.

10
51
Transferee CERAMICS

(vi) The proposed amalgamation would enhance the Shareholders’ value of the Transferor Companies and the Transferee Company.

(vii) The proposed Scheme of Amalgamation will have beneficial impact on the Transferor Companies and the Transferee Company, their Shareholders, employees and other stakeholders and all concerned.

Further, the respective Board of Directors of the Transferor Companies and the Transferee Company are of the opinion that the Scheme would be beneficial to and in the best interest of the Shareholders, creditors, employees and other stakeholders of the Transferor Companies and Transferee Company along with general public at large.

D. PARTS OF THE SCHEME

This Scheme is divided into the following parts:

PART A: Definitions and Share Capital of Transferor Companies and Transferee Company;

PART B: Amalgamation of Transferor Companies with and into the Transferee Company and the consideration thereof;

PART C: Accounting Treatment in the books of Transferor Companies and Transferee Company for the Scheme; and

PART D: General Terms and Conditions applicable to all the Parts of the Scheme.

The Scheme, in no way, is a Scheme of compromise or arrangement with the creditors of any of the Companies and the Scheme is not affecting the rights of the creditors as all the creditors will be paid/satisfied in full, as and when their respective amounts fall due in the usual course of business, by the Transferee Company.

The Scheme is not a Scheme of Corporate Debt Restructuring as envisaged under Section 230(2)(c) of the Act.

PART A

DEFINITIONS AND SHARE CAPITAL OF TRANSFEROR COMPANIES AND TRANSFEREE COMPANY

1.1. DEFINITIONS

In this Scheme, unless repugnant to the context or meaning thereof, the following expressions shall have the following meanings:

a) "Act" or "the Act" means the Companies Act, 2013 and the rules, regulations, notifications made thereunder including any statutory modifications, re-enactments or amendments thereof from time to time and for the time being in force;

b) "Amalgamated Undertaking(s)" shall mean and include the whole of the businesses and undertakings of the Transferor Companies, as on the Appointed Date, being amalgamated with the Transferee Company and shall include (without limitation):

i. all the properties and assets, whether movable or immovable, whether freehold or leasehold, real or personal, in possession or reversion, corporeal or incorporeal, tangible or intangible, present or contingent, deposits, investments of all kinds (including shares, scrips, stocks or pass through certificates), all cash balances with the banks, money at call and short notice, loans, advances, land and building leasehold or freehold, all fixed and movable plant and machinery, computers and accessories, software and related data & licenses, leasehold improvements, capital work-in progress, vehicles, furniture, fixtures, fittings, office equipment, telephone, facsimile and other communication facilities and equipment, electricals, appliances, accessories, deferred tax assets, contingent rights or benefits, lease and hire purchase contracts and assets, financial assets, benefit of insurance claims, receivables, cheques and other negotiable instruments (including post-dated cheques), benefit of assets or properties or other interest held in trust, benefit of any security arrangements, authorities, allotments, approvals, buildings and structures, office, residential

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54

and other premises, tenancies, leases, licenses (including all assignments and grants thereof), reserves, provisions, funds, security deposit refunds, sales or purchase order, powers, consents, authorities, registrations, agreements, contracts, engagements, all non-compete covenants, arrangements of all kinds, rights, titles, interests, benefits, leasehold rights, import quotas, registrations whether under Central, State or other laws, regulatory approvals, lower withholding certificates, tax credits (including MODVAT or CENVAT, Service Tax credits, input of Goods and Services Tax), incentives or subsidies or schemes of central or state or local governments, certifications and approvals, tax holiday benefits, tax incentives & exemptions (including but not limited to tax credits), Minimum Alternate Tax Credit entitlement ("MAT Credit") (whether recorded in the books or not), unabsorbed depreciation (to extent available under law), tax losses (to extent available under law), advance tax payments (including self-assessment tax & TDS) under the IT Act, easements, privileges, liberties, grants and advantages of whatsoever nature as may be available to the Transferor Companies or in relation to any movable or immovable assets of the Transferor Companies and including right to use and avail of telephones, telex, facsimile, e-mail, web-connections, leased line connections and installations, utilities, electricity and other services;

ii. investments in subsidiaries, joint ventures, associate companies, and other Persons in India or any jurisdiction outside India, subject to Applicable Law;

iii. any license fee/security deposits with any Appropriate Authority that may have been paid by the Transferor Companies;

iv. all records, files, papers, computer programs along with their licenses, manuals, data, back-up copies, catalogues, drawings, sales, and advertising materials, lists and other details of present and former customers and suppliers, customers credit information, pricing information and other records and data whether in physical or electronic form in connection with or relating to the Transferor Companies;

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55

v. all intellectual property rights including all trademarks, trademark applications, trade names, patents and patent applications, domain names, logo, websites, internet registrations, designs, copyrights, copyrights and other industrial designs and intellectual properties and rights of any nature whatsoever including know-how assignments and grants in respect thereof, trade secrets and all other interests exclusively relating to the Transferor Companies;

vi. all applications made by the Transferor Companies for purpose of registration of any intellectual property;

vii. all employees of the Transferor Companies immediately preceding the approval or sanction of the Scheme by the Hon'ble NCLT;

viii. all the debts, liabilities, duties, and obligations present and future of the Transferor Companies including contingent liabilities, secured and unsecured payables, statutory liabilities (including but not limited to Service Tax, GST, income tax).

It is intended that the definition of Amalgamated Undertaking under this Clause would enable the transfer of all properties, assets, rights, duties, and liabilities of the Transferor Companies into the Transferee Company pursuant to this Scheme unless otherwise expressly provided in this Scheme.

c) "Applicable Laws" mean any applicable statute, law, regulation, ordinance, rule, judgment, rule of law, orders, decree, ruling, bye-laws, approvals of any Appropriate Authority, directive, guideline, policy, clearance, requirement or other governmental restriction or any similar form of decision of or determination by, or any interpretation or administration having the force of law of any of the foregoing by any Appropriate Authority, statutory authority, court, tribunal having jurisdiction over the matter in question, whether in effect as of the date of this Scheme or at any time thereafter;

d) "Appointed Date" means the April 01, 2025 or as the Hon'ble National Company Law Tribunal, Kolkata Bench may direct;

e) "Appropriate Authority" means:

i. the Central Government (as defined hereinafter);

ii. the government of any jurisdiction (including any national, state, municipal or local government or any political or administrative subdivision thereof) and any department, ministry, agency, instrumentality, court, Tribunal, central bank, commission, or other authority thereof;

iii. any governmental, quasi-governmental or private body or agency lawfully exercising, or entitled to exercise, any administrative, executive, judicial, legislative, regulatory, licensing, competition, tax, importing or other governmental or quasi-governmental authority including (without limitation) any Stock Exchanges, the Securities and Exchange Board of India, Reserve Bank of India, Ministry of Corporate Affairs, the Registrar of Companies, the NCLT (as defined hereinafter) and the Competition Commission of India.

The term Appropriate Authorities shall be construed accordingly.

f) "Board of Directors" or "Board" means board of directors of the respective Transferor Companies and/or the Transferee Company, as the case may be, and include any committee(s) of the boards or any person(s) authorized by the board of directors of the respective companies for the purposes of matters pertaining to the Scheme and/or any other matter relating thereto;

g) "Central Government" for the present Scheme means and include but not limited to the concerned Regional Director of Ministry of Corporate Affairs, Eastern Region and the Official Liquidator, Kolkata as appointed by the Central Government or such other authorities to whom powers under Sections 230 to 232 or under other applicable provisions (relevant to this Scheme) of the Act may be delegated from

BATHWAY INDIAN OFFICE OF OTHER AGENCIES

time to time;

h) "Clause" and "Sub Clause" means relevant clauses or sub clauses set out in the Scheme;

i) "Companies" shall collectively mean the Transferor Companies and the Transferee Company.

j) "Effective Date" means the last of the dates on which certified copies of the order of the NCLT (as defined hereinafter) sanctioning the Scheme are filed by the Companies with the jurisdictional Registrar of Companies. Any references in this Scheme to the “upon this Scheme becoming effective” or “upon coming into effect of this Scheme” or “upon the Scheme coming into effect” or “effectiveness of the Scheme” shall be construed to be a reference to the Effective Date.

k) "IND AS" means the Indian Accounting Standards prescribed under Section 133 of the Act, as notified under the Companies (Indian Accounting Standard) Rules, 2015;

l) "IT Act" means the Income-tax Act, 1961 and the rules made there under, as may be amended or re-enacted from time to time;

m) "National Company Law Tribunal" or "NCLT" or "The Tribunal" means the Hon'ble National Company Law Tribunal, Kolkata Bench having jurisdiction over the Transferring Companies and the Transferee Company or any other relevant bench of the Hon'ble National Company Law Tribunal constituted under Section 408 read with Section 419 of the Act having jurisdiction over the companies to sanction the Scheme, as and when the context may require;

n) "Permits" means all consents, licenses, permits, permissions, authorisations, rights, clarifications, approvals, clearances, confirmations, declarations, waivers, exemptions, registrations, or filings from any Appropriate Authority;

o) “Proceedings” include any suit, appeal or any legal proceeding of whatsoever nature, in any Court of law or tribunal or any judicial or quasi-judicial body or any

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assessment proceeding before any authority under any law and also arbitration proceeding.

p) "Registrar of Companies" means the Registrar of Companies, Kolkata;

q) "Scheme" or "Scheme of Amalgamation" or "this Scheme" or "the Scheme" means and refers to this Scheme of Amalgamation involving amalgamation of the Transferor Companies into the Transferee Company, as set out herein in its present form or with any modification(s) made as per Clause 16 or directed by Shareholders/ creditors of the respective Transferor Companies and Transferee Company, subject to such modifications as may be deemed fit by the Hon'ble NCLT or by any other Appropriate Authority;

r) "SEBI" means the Securities and Exchange Board of India, constituted under the Securities and Exchange Board of India Act, 1992;

s) "Shareholders" with respect to the Transferor Companies and the Transferee Company, means respectively, the persons registered from time to time, as the holders of the equity shares of the Company concerned;

t) "Status of Step-down Subsidiary SRCL Buildwell Private Limited ("SRCLBL"): It is hereby clarified that SRCL Buildwell Private Limited, a Step-down Subsidiary ("SRCLBL"), which is currently a wholly-owned subsidiary of the Transferor Company 3, shall not form part of this Scheme of Amalgamation and shall continue to exist as a separate legal entity.

The operations, assets, liabilities, contracts, and employees of SRCLBL shall remain unaffected by this Scheme."

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u) "Stock Exchanges" means BSE and NSE;

v) "Tax" means "Tax" or "Taxes" and includes any tax, whether direct or indirect, including buy back tax, charges, customs duty, duties (including stamp duties), excise duty, fees, foreign tax credit, goods and service tax ("GST"), income tax (including withholding tax ("TDS"), levies, local body taxes, octroi, service tax, tax collected at source ("TCS"), value added tax ("VAT"), or other similar assessments by or payable to any Appropriate Authority, including in relation to (a) assets, capital gains, employment, entry, expenditure, foreign trade policy, gift, gross receipts, immovable property, imports, income, interest, licensing, movable property, municipal, payroll and franchise taxes, premium, profession, sales, services, transfer, use, wealth, withholding, and (b) any assessments, fines, interest, penalties or additions to tax resulting from, attributable to or incurred in connection with any proceedings or late payments in respect thereof.

The expressions which are used in this Scheme and not defined in this Scheme, shall, unless repugnant or contrary to the context or meaning hereof, have the same meaning as ascribed to them under the Act, IT Act, Indian Accounting Standard, as may be applicable and other Applicable Laws, rules, regulations, byelaws, as the case may be, or any statutory modification or re-enactment thereof from time to time. Wherever reference is made to the Hon'ble NCLT in the Scheme, the reference would include, if appropriate, reference to the concerned Bench of Hon'ble NCLT or such other forum or authority as may be vested with the powers of the Hon'ble NCLT under the Act.

1.2. DATE OF COMING INTO EFFECT

The various Parts of the Scheme as set out herein, in its present form or with any modification(s) and amendments (s) made under Clause 16 of the Scheme or as approved, imposed or directed by the Hon'ble NCLT, or any other Appropriate Authorities, as the case may be and applicable, shall come into effect from the Appointed Date, but shall be made operative from the Effective Date.

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1.3. COMPLIANCE WITH TAX LAW

Apart from meeting the commercial and business interest of the Companies as specified hereinbefore, this Scheme, in so far as it relates to the Amalgamation, has been drawn-up to comply with the conditions relating to "Amalgamation" as specified under the IT Act, including Section 2(1B), Section 47, Section 2(42A), Section 49 and Section 72A and all other relevant provisions of the IT Act or any amendment or re-enactment thereto.

If any terms or provisions of the Scheme are found or interpreted to be inconsistent with the provisions of the IT Act at a later date including resulting from an amendment of law or for any other reason whatsoever, the provisions of such law shall prevail, and the Scheme shall stand modified to the extent determined necessary to comply with the applicable provisions. Such modification will however not affect the other parts of the Scheme and the power to make any such amendments shall vest with the Board of Directors or any other Committee of the Board to which such power has been delegated by Transferor Companies and the Transferee Company.

1.4. UNLESS THE CONTEXT OTHERWISE REQUIRES

a) The singular shall include the plural and vice versa; and references to one gender include all genders.

b) Headings and bold typeface are only for convenience and shall be ignored for the purposes of interpretation.

c) References to an article, clause, section, part, or paragraph is, unless indicated to the contrary, reference to an article, clause, section, part or paragraph of this Scheme.

d) References to a person include any individual, firm, body corporate (whether incorporated), government, state or agency of a state or any joint venture, association, or partnership (whether or not having separate legal personality).

e) Reference to any law or to any provision thereof or to any rule or regulation promulgated thereunder includes a reference to such law, provision, rule, or regulation as it may, from time to time, be amended, supplemented, or re-enacted, or to any law, provision, rule, or regulation that replaces it.

f) Reference to a document includes amendment or supplement to, or replacement or novation of that document.

1.5. DATE OF APPROVAL OF SCHEME BY BOARD OF DIRECTORS AND SHARE CAPITAL

a) This Scheme was approved unanimously by the respective Boards of Directors of the Transferor Companies and the Transferee Company at their respective meetings held on November 07, 2025.

b) The authorized, issued, subscribed and paid-up share capital of the Transferor Companies and the Transferee Company as per the last audited financial statements as on March 31, 2025 is detailed herein below. There has been no change in the below capital structure of the Transferor Companies from the date of last audited financial statement till the date of approval of this Scheme by the Board of Directors. Subsequent to the approval of Nomination and Remuneration Committee in its meeting held on August 13, 2025, there has been change in the capital structure of the Transferee Company since March 31, 2025 pursuant to the exercise of employee stock options under its existing employee stock option scheme vide issue of 3,201 number of equity shares of Rs. 2/- each aggregating to Rs. 6,402/- from the date of last audited financial statement till the date of approval of this Scheme by the Board of Directors.

(i) Somany Bathware Limited:

The authorized, issued, subscribed and paid-up share capital of the Transferor Company 1 as on March 31, 2025 and as on the date of approval of this Scheme by the Board of Directors is as under:

Particulars	Amount (Rs.)
Authorized Share Capital
10,00,000 Equity Shares of Rs.10/- each	Rs. 1,00,00,000/-
Total	Rs. 1,00,00,000/-
Issued, Subscribed and Paid-up Share Capital
5,00,000 Equity Shares of Rs. 10/- each	Rs. 50,00,000/-
Total	Rs. 50,00,000/-

(ii) Somany Excel Vitrified Private Limited:

The authorized, issued, subscribed and paid-up share capital of the Transferor Company 2 as on March 31, 2025 and as on the date of approval of this Scheme by the Board of Directors is as under:

Particulars	Amount (Rs.)
Authorized Share Capital
80,00,000 Equity Shares of Rs.10/- each	Rs. 8,00,00,000/-
20,00,000 Preference Shares of Rs.10/- each	Rs. 2,00,00,000/-
Total	Rs. 10,00,00,000/-
Issued, Subscribed and Paid-up Share Capital

BATHWAR THINKING GROUP

35,10,000 Equity Shares of Rs. 10/- each	Rs. 3,51,00,000/-
Total	Rs. 3,51,00,000/-

(iii) SR Continental Limited:

The authorized, issued, subscribed and paid-up share capital of the Transferor Company 3 as on March 31, 2025 and as on the date of approval of this Scheme by the Board of Directors is as under:

Particulars	Amount (Rs.)
Authorized Share Capital
1,00,00,000 Equity Shares of Rs.10/- each	Rs. 10,00,00,000/-
Total	Rs. 10,00,00,000/-
Issued, Subscribed and Paid-up Share Capital
26,85,000 Equity Shares of Rs. 10/- each	Rs. 2,68,50,000/-
Total	Rs. 2,68,50,000/-

The entire issued, subscribed and paid-up equity share capital of the Transferor Company 3 is held by the Transferee Company, the holding Company of the Transferor Company 3, along with its 6 individual nominee Shareholders. There has been no change in the issued, subscribed, paid-up capital of the Transferor Company 3 from April 01, 2025 to till date.

TANN BATHU
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CINCINENTAL
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(iv) Somany Ceramics Limited

The authorized, issued, subscribed and paid-up share capital of the Transferee Company as on the date of approval of this Scheme by the Board of Directors is as under:

Particulars	Amount (Rs.)
Authorized Share Capital
16,15,00,000 Equity Shares of Rs.2/- each	32,30,00,000/-
Total	32,30,00,000/-
Issued, Subscribed and Paid-up Share Capital
4,10,12,806 Equity Shares of Rs 2/- each	8,20,25,612/-
Total	8,20,25,612/-

The equity shares of the Transferee Company are listed on BSE and NSE.

PART-B

AMALGAMATION OF THE TRANSFEROR COMPANIES WITH AND INTO THE TRANSFEREE COMPANY AND THE CONSIDERATION THEREOF

2. TRANSFER AND VESTING OF ASSETS AND LIABILITIES OF THE TRANSFEROR COMPANIES INTO AND WITH THE TRANSFEREE COMPANY

2.1

Upon coming into effect of the Scheme and with effect from the Appointed Date and subject to the terms of the Scheme:

2.1.1

The Amalgamated Undertaking of the Transferor Companies as defined in Clause 1.1 shall, under the provisions of the Act and pursuant to the Order of the Hon'ble NCLT, without any further act, instrument, or deed, be and stand transferred to and vested in and be available to the Transferee Company as a going concern so as to become as and from the Appointed Date the estates, assets, rights, title, interests and authorities, etc. of the Transferee Company. It is clarified that mutation of title to the immovable properties of the Transferor Companies, in favor of the Transferee Company shall be required to be made accordingly by the Appropriate Authorities upon the Scheme becoming effective in accordance with the terms hereof.

2.1.2

All the debts, liabilities, duties, and obligations present and future of Transferor Companies (including contingent liabilities, if any) shall, without any further act, instruments or deed stand transferred to the Transferee Company pursuant to the provisions contained in Section 232 and other applicable provisions of the Act, so as to become the debts, liabilities, duties and obligations of the Transferee Company on the same terms and conditions as were applicable to the Transferor Companies with effect from the Appointed Date. It shall not be necessary to obtain the consent of any third party or other person who is a party to any contract or arrangement (including any creditor or shareholder) relating to such debts, liabilities, contingent liabilities, duties and obligations in order to give effect to the provisions of this Clause.

2.1.3 All the profits or income accruing or arising to the Transferor Companies or expenditure or losses arising or incurred (including the effect of taxes, if any, thereon) by the Transferor Companies shall, for all purposes, be treated and be deemed to be and accrue as the profits or incomes or expenditure or losses or taxes of the Transferee Company, as the case may be. It is clarified for the purpose of brevity that all assets and receivables, whether contingent or otherwise, of the Transferor Companies as on the Appointed Date, whether provided for or not, in the books of account and all other assets or receivables which may accrue or arise on or after the Appointed Date shall be deemed to be the assets and receivables or otherwise, as the case may be of the Transferee Company.

2.1.4 All the inter-se contracts solely between the Transferor Companies and the Transferee Company shall stand cancelled and cease to operate, and appropriate effect shall be given to such cancellation and cessation in the books of accounts and records of the Transferee Company. For avoidance of doubt, it is hereby clarified that there will be no accrual of income or expense or interest or any other charges on account of any such inter-se transactions in the nature of sale or transfer of goods, material or services or deposits or balances between the Transferor Companies and the Transferee Company.

2.2 Subject to forgoing clauses of the Scheme as stated above, in respect of such of the assets of the Transferor Companies, including cash and bank balances, as are movable in nature or are otherwise capable of transfer by manual delivery or by paying over or by endorsement and or delivery, the same shall be so transferred by the Transferor Companies with effect from the Appointed Date, after the Scheme is sanctioned by the Hon'ble NCLT without requiring any deed or instruments of conveyance for the same and shall, upon such transfer, become the property, estate, assets, rights, title, interest and authorities of the Transferee Company.

2.3 The transfer and vesting of the properties, assets, liabilities, and undertakings of the Transferor Companies to and in Transferee Company under Clause 2.1 of this Scheme shall be subject to the mortgages and charges, if any, affecting the same, as and to the extent hereinafter provided.

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2.3.1 All the existing securities, mortgages, charges, encumbrances or liens ('Encumbrances'), if any, as on the Appointed Date or created by the Transferor Companies after the Appointed Date, over the properties, assets, undertakings or any part thereof transferred to the Transferee Company by virtue of this Scheme and in so far as such Encumbrances secure or relate to liabilities of such Transferor Companies, the same shall, after Effective Date, continue to relate and attach to such assets or any part thereof to which they are related or attached prior to the Effective Date and as are transferred to Transferee Company, and such Encumbrances shall not be related or attach to any of the other assets of Transferee Company, provided however that no Encumbrances shall have been created by the Transferor Companies over its assets after the date of filing of the Scheme without the prior written consent of the Board of Directors of Transferee Company.

2.3.2 The existing Encumbrances over the assets and liabilities of Transferee Company or any part thereof which relate to the liabilities and obligations of Transferee Company prior to the Effective Date shall continue to relate only to such assets and properties and shall not extend or attach to any of the assets and properties of the Transferor Companies transferred to and vested in the Transferee Company by virtue of this Scheme.

2.3.3 Any reference in any security documents or arrangements (to which the Transferor Companies are a party) to any assets of the Transferor Companies shall be so construed to the end and intent that such security shall not extend, nor be deemed to extend, to any of the other asset(s) of the Transferee Company. Without prejudice to the foregoing provisions, the Transferor Companies and Transferee Company may execute any instruments or documents or do all the acts and deeds as may be considered appropriate, including the filing of necessary particulars and/or modification(s) of charge(s), with the Registrar of Companies to give formal effect to the above provisions, if required.

2.4 Subject to foregoing Clauses of the Scheme, all estates, assets, rights, title, control, enjoyment, benefits, interests and authorization accrued to and/ or acquired by the Transferor Companies after the Appointed Date and prior to the approval of the Scheme by the Hon'ble NCLT shall be deemed to have been accrued to and/ or acquired for and on behalf of the Transferee Company and shall, upon the coming into effect of this Scheme, pursuant to the provisions of the Act, without any further act, instrument or deed be and stand transferred to or vested in or be deemed to have been transferred to or vested in the Transferee Company to the extent and shall become the estates, assets, rights, title, interests and authorization of the Transferee Company which shall meet, discharge and satisfy the same.

2.5 Subject to the provisions of this Scheme, all the loans raised and utilized, all debts, duties, undertakings, obligations, and liabilities incurred or undertaken by the Transferor Companies after the Appointed Date and prior to the approval of the Scheme by the Hon'ble NCLT shall be deemed to have been raised, used, incurred or undertaken for and on behalf of the Transferee Company and to the extent they are outstanding on the Scheme coming into effect shall stand transferred or be deemed to be transferred, without any further act, instrument or deed to the Transferee Company so as to become as and from the Appointed Date, the debts, liabilities, duties and obligations of the Transferee Company which shall meet, discharge and satisfy the same.

2.6 Loans, advances, and other obligations (including any guarantees, letters of credit, letters of comfort or any other instrument or arrangement which may give rise to a contingent liability in whatever form), if any, due or which may at any time in future become due between the Transferor Companies and Transferee Company shall, ipso facto, stand discharged and come to an end and there shall be no liability in that behalf on any party and appropriate effect shall be given in the books of account and records of the Transferee Company. It is hereby clarified that there will be no accrual of interest or other charges in respect of any inter-company loans, advances and other obligations amongst the Transferor Companies and Transferee Company with effect from the Appointed Date.

2.7 The transfer and vesting of the Transferor Companies under above mentioned Clause(s) and the continuance of the proceedings by the Transferee Company shall not affect any transactions or proceedings, already concluded by the Transferor Companies in the ordinary course of business on and after the Appointed Date.

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2.8 In respect of any other asset other than those referred to in sub-clause 2.1 of the Scheme above, the same shall without any further act, instrument, or deed, be transferred to and vest in and or be deemed to be transferred and vested in the Transferee Company on the Appointed Date pursuant to the provisions of the Sections 230-232 of the Act.

2.9 For avoidance of doubt and without prejudice to the generality of the applicable provisions of the Scheme, it is clarified that with effect from the Effective Date and till such time that the name of bank accounts of the Transferor Companies, have been replaced with that of the Transferee Company, the Transferee Company shall be entitled to operate the bank accounts of the Transferor Companies in the name of Transferor Companies in so far as may be necessary. All cheques and other negotiable instruments, payment orders received or presented for encashment, which are in the name of Transferor Companies, after the Effective Date shall be accepted by the bankers of the Transferee Company and credited to the account of the Transferee Company, if presented by the Transferee Company. The Transferee Company shall be allowed to maintain bank accounts in the name of Transferor Companies for such time as may be determined to be necessary by the Transferee Company for presentation and deposition of cheques and pay orders that have been issued in the name of Transferor Companies. To the extent such collection is made in the name of Transferor Companies, it shall also without any further act or deed be and stand transferred to the Transferee Company. It is hereby expressly clarified that any legal proceedings by or against Transferor Companies, in relation to the cheques and other negotiable instruments, payment orders received or presented for encashment, which are in the name of Transferor Companies shall be instituted, or as the case may be, continued by or against the Transferee Company after the coming into effect of this Scheme.

2.10 Upon sanction of the Scheme, the Transferee Company may at any time in accordance with the provisions hereof, if so required, under any law or otherwise, execute deeds of confirmation, in favour of the secured creditors, if any, of the Transferor Companies or in favour of any other party to any contract or arrangement to which of the Transferor Companies is a party or any writings as may be necessary to be executed in order to give formal effect to the above provisions. The Transferee Company shall under the provision of the Scheme be deemed to be authorized to execute any such writings on behalf of the

SAN BATHS
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TRANSFERE COMPANY

Transferor Companies and to implement or carry out all such formalities or compliance referred to above on the part of the Transferor Companies as is to be carried out or performed.

2.11 It is clarified that all assets and liabilities, whether contingent or otherwise, of the Transferor Companies as on the start of business on the Appointed Date, whether provided for or not, in the books of account and all other assets or liabilities which may accrue or arise on or after the Appointed Date shall be the assets and liabilities or otherwise, as the case may be of the Transferee Company and further that it shall not be necessary to obtain the consent of any third party or other person who is party to any contract or arrangement by virtue of which such assets, debts, liabilities, duties and obligations have arisen in order to give effect to the provisions of this clause.

2.12 In case any of the liabilities and obligations pertaining to the Transferor Companies as on the Appointed Date deemed to be transferred to the Transferee Company have been discharged by the Transferor Companies after the Appointed Date and prior to the sanction of the Scheme by the Hon'ble NCLT, such discharge shall be deemed to have been for and on account of the Transferee Company.

3. CONSIDERATION

The Transferor Companies are wholly owned subsidiary companies of the Transferee Company and Transferee Company along with its nominee shareholders holds all the shares issued by the Transferor Companies. On amalgamation of Transferor Companies with Transferee Company, no shares shall be issued or allotted in respect of the holding of the shares by the Transferee Company and its nominee shareholders in the Transferor Companies.

4. CANCELLATION OF SHARE CAPITAL OF TRANSFEROR COMPANIES

Upon the date of coming into effect of this Scheme, the share certificates, if any and/or the shares in electronic form representing the shares held by the Transferee Company along with nominee shareholders in the Transferor Companies shall stand cancelled and extinguished without any further application, act, or deed for cancellation thereof by Transferee Company. Accordingly, all such shares of the Transferor Companies held by the Transferee Company along with its nominee shareholders and investment of the Transferee Company in such shares as appearing in the books of the Transferee Company shall stand cancelled upon the Scheme becoming effective without issue or allotment of any new shares in lieu of such shares of the Transferor Companies.

Upon the Scheme becoming effective, the entire shareholding of SRCLBL held by the Transferor Company 3 shall, by operation of law, be vested in and held by the Transferee Company, and SRCLBL shall become a direct subsidiary of the Transferee Company.

PART-C

ACCOUNTING TREATMENT IN THE BOOKS OF TRANSFEROR COMPANIES AND TRANSFEREE COMPANY

5. ACCOUNTING TREATMENT

Accounting treatment in the books of the Transferor Companies:

Upon the Scheme coming into effect and pursuant to the provisions of the Act and receipt of relevant approvals, the Transferor Companies will dissolve without winding up and no specific accounting is prescribed in the Indian Accounting Standards specified under Section 133 of the Act for such transfer.

Accounting treatment in the books of the Transferee Company:

5.1 On effectiveness of the Scheme, since the transaction involves entities which are ultimately controlled by the same party before and after the transaction, the Transferee Company shall account for amalgamation in its books of account in accordance with Appendix C 'Business combinations of entities under common control' of the Indian Accounting Standard (Ind AS) 103 for Business Combination prescribed under Section 133 of the Act, as notified under the Companies (Indian Accounting Standard) Rules, 2015, relevant clarifications issued by The Institute of Chartered Accountants of India (ICAI) and / or Ministry of Corporate Affairs and generally accepted accounting principles, as may be amended from time to time, as under:

5.2 The Transferee Company shall record the assets and liabilities of the Transferor Companies vested in it pursuant to this Scheme, at their respective carrying values.

5.3 The balance of the retained earnings appearing in the financial statements of the Transferor Companies shall be aggregated with the corresponding balance appearing in the financial statements of the Transferee Company.

5.4 Upon coming into effect of the Scheme, the shares held by Transferee Company in the Transferor Companies shall be cancelled as specified in Clause 4 and investment in Transferor Companies as appearing in the books of Transferee Company shall get de-recognised.

5.5 The difference, if any, between carrying amount of the assets and liabilities and reserves of the Transferor Companies as recorded under Clause 5.2 and 5.3 above, and the investment in Transferor Companies as de-recognised under Clause 5.4 above, shall be transferred to Capital Reserve.

5.6 If there are any loans, advances, or other obligations (including but not limited to any guarantees, letter of credit, letter of comfort or any other instrument or arrangement which may give rise to a contingent liability in whatever form) that are due between the Transferor Companies and the Transferee Company, if any, shall, ipso facto, stand discharged and come to end and the same shall be eliminated by giving appropriate elimination effect in the books of account and records of the Transferee Company in the manner determined by the Board of Directors of the Transferee Company.

5.7 The financial information in the financial statements in respect of prior periods shall be restated as if the business combination had occurred from the beginning of the preceding period in the financial statements, irrespective of the actual date of the combination. However, if business combination had occurred after that date, the prior period information shall be restated only from that date.

5.8 It is, however, clarified that the board of directors of the Transferee Company, in consultation with the Statutory Auditors, may account for the present amalgamation and other connected matters in such manner as to comply with the provisions of section 133 of the Companies Act, 2013, the applicable Accounting Standard(s), generally accepted accounting principles and other applicable provisions, if any.

PART-D

GENERAL TERMS AND CONDITIONS APPLICABLE TO ALL THE PARTS OF THE SCHEME

6. TRANSACTIONS BETWEEN APPOINTED DATE AND UPTO EFFECTIVE DATE

With effect from Appointed Date and up to and including the Effective Date:

6.1 The Transferor Companies shall carry on and be deemed to have carried on its activities and shall be deemed to have held and stood possessed of and shall hold and stand possessed of its business, properties, assets, and undertakings for and on account of and in trust for the Transferee Company.

6.2 Any income or profit accruing or arising to the Transferor Companies and all costs, charges, expenses and losses or taxes (including deferred tax balances, if any) incurred by the Transferor Companies shall for all purposes be treated as the income, profits, costs, charges, expenses and losses or taxes (including deferred tax balances, if any), as the case may be, of the Transferee Company and shall be available to the Transferee Company for being disposed of in any manner as it thinks fit including declaration of dividend, issue of bonus shares by the Transferee Company. Any advance tax paid or TDS certificates received and self-assessment tax etc. paid by the Transferor Companies be treated and be deemed to be and accrue as taxes paid by the Transferee Company.

6.3 The Transferor Companies shall carry on its activities with reasonable diligence, prudence and shall not venture into or expand any new business, alienate, charge, mortgage, encumber or otherwise deal with the assets or any part thereof except in the ordinary course of business without the prior consent of the Transferee Company.

6.4 The Transferee Company and the Transferor Companies, unless expressly prohibited under this Scheme shall carry on its business in ordinary course and shall also be inter alia permitted to make a payment or distribution of dividend in any manner, alter its share

TEXAS BAY HILLS CO
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capital in any manner including any sub-division of shares, any conversion of convertible instruments, change in the constitutional documents including the registered office, objects or name of the company, any issue of shares or other securities, acquisition and/or restructuring with the approval of its Board or shareholders, as the case may be.

7. TREATMENT OF TAX

7.1 The amalgamation of the Transferor Companies with the Transferee Company shall take place in accordance with the Scheme as per the provisions of Section 2(1B) and Section 72A of the IT Act.

7.2 With effect from the Appointed Date and upon the effectiveness of the Scheme, all taxes, duties, cess, receivables/ payables by the Transferor Companies including all or any refunds/ credits/ claims/ tax losses/ unabsorbed depreciation/MAT credit relating thereto available subject to the extent of the applicable laws shall be treated as the assets/ liability or refund/ credit/ claims/ tax losses/ unabsorbed depreciation, as the case may be, of the Transferee Company.

7.3 Upon the Scheme becoming effective, the Transferee Company is also expressly permitted to revise its income tax returns (including tax deducted at source ('TDS') certificates/ returns) and other direct and indirect tax returns filed under the relevant tax laws and to claim refunds, prepaid taxes i.e., TDS, self-assessment tax, advance tax and withholding tax credits, etc., relating to Transferor Companies pursuant to the provisions of this Scheme. Such returns may be revised and filed notwithstanding that the statutory period for such revision and filing may have expired.

7.4 Any refund, under the IT Act, Goods & Service Tax, Services Tax laws, Excise Duty laws, Central Sales Tax, applicable State Value Added Tax laws or other applicable laws/ regulations dealing with taxes/ duties/ levies due to the Transferor Companies consequent to the assessment made on it and for which no credit is taken in the accounts as on the date immediately preceding the Appointed Date shall also belong to and be received by the Transferee Company upon this Scheme becoming effective.

7.5 The tax payments (including, without limitation income tax, Goods & Service Tax, Service Tax, Excise Duty, Central Sales Tax, applicable State Value Added Tax, etc.) whether by way of tax deducted at source, advance tax, all earnest monies, security deposits provisional payments, payment under protest, or otherwise howsoever, by the Transferor Companies after the Appointed Date, shall be deemed to be paid by the Transferee Company and shall, in all proceedings, be dealt with accordingly. Further, any tax deducted at source by any party with respect to the Transferor Companies, if any (from Appointed Date to Effective Date) shall be deemed to be advance tax paid by the Transferee Company and shall, in all proceedings, be dealt with accordingly.

7.6 Obligation for deduction of tax at source on any payment made by or to be made by the Transferor Companies from the Appointed Date to the effective Date shall be made or deemed to have been made and duly complied with by the Transferee Company.

7.7 Upon the Scheme becoming effective, all un-availed credits and exemptions, benefit of lower withholding certificates, benefit of accumulated carried forward losses and unabsorbed depreciation, MAT credit (whether or not recorded in the books) and other statutory benefits, including in respect of income tax, Goods and Service Tax, Cenvat, Customs, VAT, Sales Tax, Service Tax etc. relating to any of the Transferor Companies, shall subject to the extent of the applicable laws, be available to and vest in the Transferee Company, without any further act or deed.

7.8 With effect from the Appointed Date and upon the effectiveness of the Scheme, accumulated loss and unabsorbed depreciation of Transferor Companies shall be set off or carried forward or allowed in the assessment of the Transferee Company on compliance with applicable provisions of Section 72A of the IT Act.

8. LEGAL PROCEEDINGS

8.1 All legal proceedings of whatsoever nature by or against the Transferor Companies pending and or arising at the Appointed Date and relating to any of its properties, assets, debts, rights, liabilities, duties and obligations referred above, shall be continued and or

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enforced until the approval of the Scheme and as and from the approval of the Scheme shall be continued and enforced by or against the Transferee Company in the same manner and to the same extent as would or might have been continued and enforced by or against such Transferor Companies. On and from the approval of the Scheme, the Transferee Company shall and may, if required, initiate any legal proceedings in its name in relation to the Transferor Companies in the same manner and to the same extent as would or might have been initiated by the Transferor Companies.

9. PERMITS

9.1 With effect from the Appointed Date, all the Permits (including the licenses granted by any governmental, statutory or regulatory bodies) held or availed of by, and all right and benefits that have accrued to, the Transferor Companies, pursuant to the provisions of Section 232 of the Act, shall without any further act, instrument or deed, be transferred to, and vest in, or be deemed to have been transferred to, and vested in, and be available to the Transferee Company so as to become as and from the Appointed Date, the Permits, estates, assets, rights, title, interests and authorities of the Transferee Company and shall remain valid, effective and enforceable on the same terms and conditions to the extent permissible in Applicable Laws. Upon the Effective Date and until the Permits are transferred, vested, recorded, effected, and/or perfected, in the record of the Appropriate Authority, in favour of the Transferee Company, the Transferee Company is authorized to carry on business in the name and style of the Transferor Companies, and under the relevant license and/or permit and/or approval, as the case may be, and the Transferee Company shall keep a record and/or account of such transactions.

10. CONTRACTS AND DEEDS

10.1 Subject to the other provisions of this Scheme, all contracts, deeds, bonds, agreements, licenses, insurance policies and other instruments, if any, of whatsoever nature, including without limitation for the purpose of carrying on the business, to which the Transferor Companies is party and subsisting or having effect on the date of sanction of the Scheme shall be in full force and effect against or in favour of the Transferee Company, as the case may be, and may be enforced by or against the Transferee Company as fully and

effectually as if, instead of the Transferor Companies, the Transferee Company had been a party thereto. Upon this Scheme becoming effective, the rights, benefits, privileges, duties, liabilities, obligations and interest whatsoever, arising from or pertaining to contracts, shall be deemed to have been entered into and stand assigned, vested and novated to the Transferee Company by operation of law and the Transferee Company shall be deemed to be the Transferor Companies' substituted party or beneficiary or obligor thereto, it being always understood that the Transferee Company shall be the successor in the interest of the Transferor Companies.

10.2 The Transferee Company shall be deemed to be authorized to execute any such deeds, writings, or confirmations on behalf of the Transferor Companies and to implement or carry out all formalities required on the part of the Transferor Companies to give effect to the provisions of this Scheme. It is clarified that any inter-se contracts between and amongst the Transferor Companies and the Transferee Company as on the sanction of the Scheme shall stand cancelled and cease to operate, and appropriate effect shall be given to such cancellation and cessation in the books of accounts and records of the Transferee Company.

10.3 All subsisting agreements or arrangements or licenses or permissions or registrations of the Transferor Companies relating to the use of patents, patent applications, trademarks (including logos), brands, designs, copyrights, domain names, payment gateways, websites, and or technology and all other intellectual property and rights, shall accrue to and for the benefit of the Transferee Company.

10.4 The Scheme shall not in any manner effect the rights of the creditors, if any, of the Transferor Companies, the Transferee Company, shall continue to enjoy and hold charge, if any, upon its securities.

11. SAVING OF CONCLUDED TRANSACTIONS

11.1 The transfer and vesting of the Transferor Companies with the Transferee Company and the continuance of all contracts or proceedings by or against the Transferor Companies shall not affect any contracts or proceedings already concluded by the Transferor

Companies on or after the Appointed Date and the Transferee Company accepts and adopts all acts, deeds, matters and things done and or executed by such Transferor Companies in regard thereto as having been done or executed on behalf of the Transferee Company.

12. DISSOLUTION OF TRANSFEROR COMPANIES WITHOUT PROCESS OF WINDING UP

12.1 On the Scheme coming into effect, the Transferor Companies shall, without any further act or deed, stand dissolved without the process of winding up. The name of the Transferor Companies shall be struck off from the records of the concerned Registrar of Companies and Transferor Companies and/or Transferee Company shall make necessary filings in this regard.

12.2 Upon the Scheme coming into effect, all the existing shares or share certificates pertaining to the shares of the Transferor Companies shall stand cancelled and will become invalid and shall cease to be transferable. The Board of Directors of the Transferee Company will not be required to approach the shareholders of the Transferor Companies to surrender their share certificates after the Scheme becoming effective.

13. STAFF, WORKMEN AND EMPLOYEES

13.1 On the coming into effect of the Scheme, all staff, workmen and employees of the Transferor Companies, in service on such date, shall become the staff and employees of Transferee Company without any interruption or break in their service and on the basis of continuity of service and the terms and conditions of their employment with Transferee Company shall not be less favourable than those applicable to them with reference to Transferor Companies.

13.2 Upon the Scheme coming into effect, all staff welfare schemes and/or any accumulated balances including the existing provident fund, gratuity fund and or schemes and trusts, including employee's welfare trust, if any, created by the Transferor Companies for its employees shall be transferred to the Transferee Company. All obligations of Transferor

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Companies with regard to the said Fund or Funds as defined in the trust deed and rules shall be taken over by the Transferee Company from the Scheme coming into effect that all rights, duties, powers and obligations of Transferor Companies in relation to such Fund or Funds shall become those of Transferee Company and all the rights, duties and benefits of the employees employed in Transferor Companies under such Funds and Trusts shall be fully protected, subject to the provisions of law for the time being in force. It is clarified that the services of the staff, workmen and employees of Transferor Companies will be treated as having been continuous for the purpose of the said Fund or Funds.

13.3 Pending the transfer as aforesaid, the provident fund, gratuity fund and superannuation fund dues of the employees of the Transferor Companies would be continued to be deposited in the existing provident fund, gratuity fund and superannuation fund of the Transferor Companies.

13.4 Upon transfer of the aforesaid funds to the respective funds of the Transferee Company, the existing trusts created for such funds by the Transferor Companies shall stand dissolved and no further act or deed shall be required to this effect.

13.5 Without prejudice to the aforesaid, the Board of the Transferee Company, if it deems fit and subject to Applicable Laws, shall be entitled to retain separate trusts or funds within the Transferee Company for the erstwhile fund(s) of the Transferor Companies.

14. DIVIDENDS

14.1 The Transferor Companies and Transferee Company shall be entitled to declare and pay dividends, whether interim or final, to their respective shareholders in respect of the period prior to the Effective Date in the ordinary course.

14.2 It is clarified that the aforesaid provisions in respect of declaration of dividends are enabling provisions only and shall not be deemed to confer any right on any equity shareholder of Transferor Companies and Transferee Company to demand or claim any dividends which, subject to the provisions of the said Act, shall be entirely at the discretion of the Board of Directors of respective companies, subject to such approval of the shareholders, as may be required.

15. APPLICATIONS TO THE HON'BLE NCLT

15.1 The Transferor Companies and the Transferee Company shall, file joint applications before the relevant Bench of the Hon'ble NCLT under whose jurisdiction, the registered offices of the Transferor Companies and the Transferee Company are situated for sanctioning of this Scheme under Sections 230-232 and other applicable provisions of the Act.

15.2 The Transferor Companies and the Transferee Company shall be entitled pending the sanction of this Scheme to apply to any Appropriate Authority, if required, under any Applicable Law for such consents and approvals which the Transferee Company may require to own the assets and/or liabilities of the Transferor Companies and to carry on the business of the Transferor Companies.

16. MODIFICATIONS OR AMENDMENTS TO THE SCHEME

16.1 The Transferor Companies and the Transferee Company, through their respective Board of Directors, may mutually decide to make and / or consent to any modifications or amendments to the Scheme or to any conditions or limitations that the Hon'ble NCLT or any other authority may deem fit to direct or impose or which may otherwise be considered necessary, desirable, or appropriate by the Board of Directors of the respective Companies. The Transferor Companies and the Transferee Company through their respective Board of Directors shall be authorized to take all such steps as may be necessary, desirable, or proper to resolve any doubts, difficulties, or questions whether by reason of any directive or order of any other authority or otherwise however arising out of or under or by virtue of the Scheme and or any matter concerned or connected therewith.

16.2 The Transferee Company even after the Scheme coming into effect may approach the Hon'ble NCLT or other concerned or competent authority(ies) for any incidental orders to remove any deficiency or overcome any difficulty in implementation of the Scheme or clear any ambiguity or to comply with any statutory requirement which necessitates the order of the Hon'ble NCLT or other concerned or competent authority(ies).

16.3 Any error, mistake, omission, commission which is apparent and or absurd in the Scheme should be read in a manner which is appropriate to the intent and purpose of the Scheme and in line with the preamble as mentioned hereinabove.

16.4 In the event, any of the conditions that may be imposed by the NCLT or Appropriate Authority which the Transferee Company and the Transferor Companies may find unacceptable for any reason, the Transferee Company and/or the relevant Transferor Companies will be at liberty to withdraw the Scheme or any particular Part of this Scheme.

17. CONDITIONALITY OF SCHEME

17.1 The Scheme is conditional upon and subject to:

17.1.1 The Scheme being filed with Stock Exchanges for the purpose of disclosures under Regulation 37(6) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. Since the Scheme provides for amalgamation of Transferor Companies who are wholly owned subsidiaries with their holding/parent Company, the Transferee Company, no-objection from SEBI and the Stock Exchanges is not required to be obtained. Only the intimation and submission of the scheme of arrangement is required;

17.1.2 The approval of the amalgamation of the Transferor Companies with the Transferee Company by the requisite majorities in number and value of such classes of persons including the members and/ or creditors (wherever applicable) of such Transferor Companies and the Transferee Company, either at a meeting or through consent or no-objection letters or otherwise, as may be directed by the Hon'ble NCLT;

17.1.3 The Scheme being sanctioned by the Hon'ble NCLT under Sections 230-232 read with other applicable provisions of the Act;

17.1.4 Such other sanctions and approvals including sanctions of the Appropriate

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Authority as may be required by law or contract in respect of any particular part of the Scheme being obtained; and

17.1.5 The last of the dates on which the certified copies of the order(s) of the NCLT referred to in this Scheme is filed with the Registrar of Companies by the Transferee Company and the Transferor Companies. The last of such dates shall be the "Effective Date" for the purpose of this Scheme.

18. EFFECT OF NON-APPROVALS

18.1 In the event of any of the said sanctions and approvals referred in Clause 17 of the Scheme is not obtained or complied with or satisfied, or, if for any other reason, this Scheme cannot be implemented, this Scheme shall automatically stand revoked, cancelled and be of no effect, save and except in respect of any act or deed done prior thereto as is contemplated hereunder, or as to any rights and liabilities which might have arisen or accrued pursuant thereto, and which shall be governed and be preserved or worked out as is specifically provided in the Scheme or as may otherwise arise in law.

18.2 The Board of Directors of the Transferor Companies and Transferee Company shall be entitled to withdraw this Scheme by mutual consultation, prior to the Effective Date.

19. COMBINATION OF AUTHORIZED SHARE CAPITAL

19.1 Upon the Scheme coming into effect, the authorized share capital of the Transferee Company shall automatically stand increased by merging the authorized share capital of the Transferor Companies with the Transferee Company without any further act or deed on the part of the Transferee Company. On dissolution of Transferor Companies in accordance with Clause 12 of the Scheme, the stamp duty, or any other fees, if any, paid by the Transferor Companies on its authorized share capital shall be set-off against any fees payable by the Transferee Company on its combined authorized share capital subsequent to the amalgamation.

19.2 It is hereby clarified that upon the Scheme coming into effect, the provisions of Sections

4, 5, 13, 14, 61, 62 and other applicable provisions, if any, of the Act read with Rules made thereunder in relation to increase in authorized share capital of the Transferee Company shall be deemed to have been complied with and the Transferee Company is not required to do any further acts, deeds, or things in this regard.

19.3 The Transferee Company shall make suitable alterations or amendments to the Memorandum & Articles of Association, if so required and necessary, for proper implementation of Scheme in compliance to the applicable provisions of the Act.

19.4 The capital clause of the Memorandum of Association of the Transferee Company shall, upon the coming into effect of this Scheme and without any further act or deed, be replaced by the following clause:

Memorandum of Association:

“The Authorised Share Capital of the Company is Rs. 53,30,00,000 (Rupees Fifty Three Crore Thirty Lacs only) divided into 25,65,00,000 (Twenty Five Crore Sixty Five Lacs) Equity Shares of Rs. 2/- each and 20,00,000 (Twenty Lacs) Preference Shares of Rs 10/- each, with the rights, privileges and conditions attached thereto as per the relevant provisions contained in that behalf in these presents and with power to the Company to increase or reduce the capital and to divide the shares in the capital for the time being into several classes (being those specified in the Companies Act, 1956) and to attach thereto respectively such preferential, qualified or special rights, privileges or conditions as may be determined by or in accordance with the Articles of Association of the Company and to vary, modify, enlarge or abrogate any such rights, privileges or conditions in such manner as may be permitted by the said Act or provided by the Articles of Association of the Company.”

19.5 For the purpose of amendment in the Memorandum of Association and Articles of Association of the Transferee Company as provided in this Clause, the consent or approval given by the members of the Transferee Company to this Scheme pursuant to Sections 230 to 232 and any other applicable provision of the Act shall be deemed to be sufficient and no further resolution or approval of the member of the Transferee Company as required under the provisions of Section 13, Section 14 and Section 61 and

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any other applicable provisions of the Act shall be required to be passed for making such changes or amendment in the Memorandum of Association and Articles of Association of the Transferee Company.

20. ALTERATION OF MAIN OBJECTS CLAUSE OF MEMORANDUM OF ASSOCIATION OF TRANSFEREE COMPANY

20.1 Upon the Scheme coming into effect, the main object clause of Memorandum of Association of Transferee Company shall be deemed to be altered and amended, without any further act or deed, to include following new sub-clauses immediately after the paragraph (vii) of sub - clause (a) of clause 3 of the Memorandum of Association of Transferee Company:

(viii) To manufacture, compose, prepare, import, export, buy, sell and generally deal in refractories, fire-bricks, fire-clay insulation bricks, silica bricks and bricks of all kinds, mortars, lime cement, fire cement and refractories of all kinds.

(ix) To make, compose, prepare, buy sell and dispose of sewer pipes, drain pipes, stone pipes, hume pipes, concrete pipes and pipes of all kinds and building materials of all kinds.

(x) To buy, sell, get, work, shape, hew, carve, polish, crush and prepare for market or use stone of all kinds and to manufacture, pave and deal in artificial stone weather for building, paving or other purposes.

(xi) To manufacture, prepare, import, export, buy, sell and generally deal in all kinds of glass, glass-wares; glass-goods, mirrors, looking glass, scientific glasswares, bangles, false pearls, bottles, phials and all kinds of articles prepared of glass and to carry out the business of glass leveller, patent solverer, glass embosser, ecclesiastical lead workers, glass tablet, show card and show case manufactures.

(xii) To produce, manufacture, refine, treat, cure, process, prepare, import, export, purchase, sell and generally deal in all kinds if ceramics, ceramic wares, insulators, asphalt, asbestos, terakota, blocks, lime stone, fibreglass, fibre glassware, mortals, jigs,

tools, dies, fixtures and bathroom accessories and generally deal in or process any other products which may come out as by products or which may be essential for filing or fixing the above products or fittings for any of the products or by products or may in any way be similar to the products.

(xiii) To render to any person or firm or body corporate whether in India or elsewhere technical information, know-how, consultancy services, processes, engineering, manufacturing and operating data, plans, lay-outs, and blue-prints useful for design, erection and operation of plant related to the production, manufacturing, designing, fabricating, assembling, of refractories, glass and glasswares of all kinds, ceramic materials and tiles of all kinds.

(xiv) To enter into franchise operations, tie-ups, collaborations, technology transfers within India and outside India for the abovementioned clauses.

(xv) To act as consultant, retainers, contractors, decorators, planners, approvers, commission agents, mediators, brokers, factors, consultants, advisers or a alike for various organizations dealing in above mentioned clauses.

20.2 The above shall be effected as an integral part of the Scheme and shall be deemed to be in due compliance of the applicable provision of the Act. The consent of the members of the Transferee Company to the Scheme pursuant to Section 232 of the Act and any other applicable provisions of the Act shall be deemed to be sufficient compliance under the Act and for the purposes of effecting this amendment and no further resolution(s) under Section 13 or other applicable provisions of the Act shall be required to be separately passed.

20.3 The filing of the certified copy of this Scheme as sanctioned by the Tribunal, in terms of Sections 230-232 of the Act and any other applicable provisions of the Act, together with the copy of order of the Tribunal and a copy of the Memorandum of Association with Registrar of Companies shall be deemed to be sufficient compliance with the applicable provisions of the Act.

21. COSTS, CHARGES AND EXPENSES

21.1 All costs, charges, taxes including duties (including the stamp duty and or transfer charges, if any, applicable in relation to this Scheme), levies and all other expenses, if any (save as expressly otherwise agreed) of the Transferee Company and the Transferor Companies arising out of or incurred in carrying out and implementing this Scheme and matters incidental thereto shall be borne and paid by the Transferee Company.

22. SHAREHOLDERS' APPROVAL

22.1 It is hereby clarified that if pursuant to this Scheme any action is to be taken by the Transferor Companies or the Transferee Company, which requires the consent or approval of shareholders, then for such purposes, the consent or approval of the shareholders to the Scheme shall be deemed to be sufficient, and no further resolution of the shareholders would be required to be separately passed.

23. NO CAUSE OF ACTION

23.1 No third party claiming to have acted or changed its position in anticipation of this Scheme taking effect, shall get any cause of action against the Transferor Companies or the Transferee Company or their directors or officers, if the Scheme does not take effect or is withdrawn, amended or modified for any reason whatsoever.

LODHA & CO LLP
Chartered Accountants
12, Bhagat Singh Marg, New Delhi - 110 001, India
Telephone : 91 11 23710176 / 23710177 / 23364671 / 2414
E-mail : [email protected]

INDEPENDENT AUDITOR'S REPORT

To the Members of Somany Bathware Limited

Report on the Audit of the Financial Statements

Opinion

We have audited the accompanying financial statements of Somany Bathware Limited (“the Company”), which comprise the Balance Sheet as at March 31, 2025, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Changes in Equity and the Statement of Cash Flows for the year then ended, and notes to the financial statements, including a summary of material accounting policies and other explanatory information (herein after referred to as “financial statements”).

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Companies Act, 2013 (“the Act”) in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards specified under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, (“Ind AS”) and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2025, its profit (including Other comprehensive income), changes in equity and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under Section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion on the financial statements.

Information Other than the Financial Statements and Auditor’s Report Thereon

The Company’s Board of Directors are responsible for the other information. The other information comprises the information included in the Annual report, but does not include the financial statements and our auditor’s report thereon. The Annual Report is expected to be made available to us after the date of this Auditors’ Report. Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information identified when it becomes available and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated.

Regd. Office: 19, Esplanade Mansions, 14 Government Place East, Kolkata 700069, West Bengal, India
Lodha & Co (ICA) Reg. No. 301051E) a Partnership Firm was converted into Lodha & Co LLP
(Identification No. ACE-5752) a Limited Liability Partnership with effect from December 27, 2023
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For Somany Ceramics Limited
Chartered Signatory
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When we read Annual Report, if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance.

Responsibility of Management and Those Charged with Governance for the Financial Statements

The accompanying financial statements have been approved by the Company’s Board of Directors. The Company’s Board of Directors are responsible for the matters stated in Section 134(5) of the Act with respect to the preparation of these financial statements that give a true and fair view of the financial position/state of affairs, financial performance, total comprehensive income, changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under Section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate implementation and maintenance of accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, Board of Directors are responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those Board of Directors are also responsible for overseeing the Company’s financial reporting process.

Auditor’s Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with SAs specified under section 143(10) of the Act, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under Section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls system in place and the operating effectiveness of such controls.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the ability of the Company to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

Materiality is the magnitude of misstatements in the financial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the financial statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the financial statements.

Report on Other Legal and Regulatory Requirements

As required by the Companies (Auditor's Report) Order, 2020 ("the Order"), issued by the Central Government of India in terms of section 143(11) of the Act, and on the basis of such checks of the books and records of the company as we considered appropriate and according to the information and explanations given to us during the course of audit, we give in the "Annexure A" a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.
As required by Section 143(3) of the Act, we report that:

a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit of the accompanying financial statements.

b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.

c) The Balance Sheet, the Statement of Profit and Loss including other comprehensive income, the Statement of Changes in Equity and the Statement of Cash Flows dealt with by this Report are in agreement with the books of account.

d) In our opinion, the aforesaid financial statements comply with the Indian Accounting Standards specified under Section 133 of the Companies Act, 2013, read with Rule 7 of Companies (Accounts) Rules, 2014.

e) On the basis of the written representations received from the directors as on March 31, 2025 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2025 from being appointed as a director in terms of Section 164 (2) of the Act.

f) With respect to the adequacy of the internal financial controls with reference to financial statements of the Company as on March 31, 2025 and the operating effectiveness of such controls, refer to our separate Report in “Annexure B”. Our report expresses unmodified an opinion on the adequacy and operating effectiveness of the Company’s internal financial controls with reference to financial statements.

g) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, as amended in our opinion and to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements – Refer Note No. 17 to the financial statements;

ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses;

iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

iv.

a) The management has represented that to the best of its knowledge and belief as disclosed in Note No. 22(e) of the financial statements, no funds (which are material either individually or in aggregate) have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the company to or in any other person(s) or entity(ies), including foreign entities (“Intermediaries”), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries

b) The management has represented that to the best of its knowledge and belief, as disclosed in Note No. 22(f) of the financial statements, no funds (which are material either individually or in aggregate) have been received by the company from any

person(s) or entity(ies), including foreign entities ("Funding Parties"), with the understanding, whether recorded in writing or otherwise, that the company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

c) Based on such audit procedures that we have considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-clause (a) and (b) above as required by Rule 11(e) of Companies (Audit & Auditors) Rules, 2014, as amended, contain any material misstatement.

v. The Company has not declared or paid dividend during the year, accordingly the provisions of section 123 of the Companies Act, 2013 are not applicable.

vi. Based on our examination, which included test checks, the Company has used accounting software's for maintaining its books of account for the financial year ended March 31, 2025 which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the software's except that the feature of recording audit trail (edit log) facility at database level of an ERP accounting software used for maintaining general ledger and other accounting module was not enabled for a part of the year. During the course of performing procedures, we did not notice any instance of the audit trail feature tampered with. Further, the audit trail, to the extent maintained in the prior year, has been preserved by the Company as per statutory requirements for records retention.

h) The Company has not paid any managerial remuneration, accordingly, the provisions of Section 197 of the Act are not applicable on the Company.

For LODHA & CO LLP
Chartered Accountants
Firm's Registration No. 301051E/E300284

Place: New Delhi
Date: April 29, 2025

ANNEXURE "A" REFERRED TO IN PARAGRAPH 1 UNDER THE HEADING "REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS" OF OUR REPORT OF EVEN DATE ON THE FINANCIAL STATEMENTS OF SOMANY BATHWARE LIMITED FOR THE YEAR ENDED MARCH 31, 2025.

i. (a)(A) The Company has maintained proper records showing full particulars, including quantitative details and situation of Property, Plant and Equipment.

(B) The Company has maintained proper records showing full particulars of intangible assets.

(b) As per the physical verification program, Property, Plant and Equipment were physically verified during the year by the Management which, in our opinion, provides for physical verification at reasonable intervals. Based on information and records provided, no material discrepancies were noticed on such verification.

(d) The Company has not revalued any of its property, plant and equipment and intangible assets during the year and as on March 31, 2025 there is no any Property, Plant and Equipment and Intangible assets in the Company.

(e) Based on the information and explanations furnished to us, no proceedings have been initiated during the year or are pending against the Company as at March 31, 2025 for holding any benami property under Prohibition of Benami Property transaction Act, 1988 (as amended in 2016) (formerly the Benami Transactions (Prohibition) Act, 1988) and rules made thereunder, and therefore the question of our commenting on whether the Company has appropriately disclosed the details in its financial statements does not arise.

ii. (a) The Company does not have any inventory and hence reporting under clause 3(ii)(a) of the Order is not applicable.

(b) The Company has not been sanctioned any working capital limits in excess of ₹ 5 crore, in aggregate, during the year, from banks or financial institutions on the basis of security of current assets and hence reporting under Clause 3 (ii) (b) of the Order is not applicable to the Company.

iii. (a) The Company has not made any investments in, provided any guarantee or security, and granted any loans or advances in the nature of loans, secured or unsecured, to companies, firms, Limited Liability Partnerships or any other parties during the year, and hence reporting under clause 3(iii) (a) and (b) of the Order are not applicable.

(b) The Company has not granted loans and advances in the nature of loans to Companies, Firms, Limited Liability Partnerships or any other parties. Accordingly, the requirement to report on clause 3(iii) (c), (d), (e) and (f) of the Order is not applicable to the company.

iv. In our opinion and according to the information and explanations given to us, the Company has not given any loans, guarantees, security and has not made any investment under the provisions of Sections 185 and 186 of the Companies Act, 2013.

v. In our opinion and according to the information and explanations given to us, the Company has not accepted deposits from public within the provision of Section 73 to 76 of the Act or any other relevant provisions of the Act and the rules framed there under (to the extent applicable). We have been informed that no order has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any Court or other Tribunal in this regard.

vi. The maintenance of cost records has not been specified by the Central Government under Section 148(1) of the Companies Act, 2013 for the business activities carried out by the Company. Thus, reporting under Clause 3(vi) of the Order is not applicable to the Company.

vii. (a) According to the records of the Company, the Company is generally been regular in depositing undisputed statutory dues including goods and services tax, provident fund, employees' state insurance, income tax, sales tax, service tax, duty of customs, duty of excise, value added tax, cess and other material statutory dues with the appropriate authorities to the extent applicable and there were no undisputed statutory dues in arrears as at March 31, 2025 for a period of more than six months from the date they become payable.

(b) According to the records and information & explanations given to us, details of statutory dues referred to in sub-clause (a) above which have not been deposited as on March 31, 2025 on account of disputes are given below:

Name of The Statute	Nature of Dues	Amount (Rs. In lakhs)	Period to which amount relates to	Forum where dispute is pending
Income Tax Act, 1961	Income Tax	0.35	2009-10	Assistant Commissioner of Income Tax, Delhi

viii. According to the information and explanations given to us and the records of the Company examined by us, there were no transactions relating to previously unrecorded income that have been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (43 of 1961), that has not been recorded in the books of account

ix. (a) On the basis of audit procedures and according to the information and explanations given to us, in our opinion, the Company has not taken any loans or other borrowings from any lender. Hence reporting under clause (ix)(a) of the Order is not applicable to the Company.

(b) According to the information and explanations given to us including representation received from the management of the Company and on the basis of our audit procedures, we report that the Company has not been declared wilful defaulter by any bank or financial institution or government or any government authority

(c) The Company has not taken any term loan during the year and there are no unutilised term loans at the beginning of the year and hence, reporting under clause 3(ix)(c) of the Order is not applicable.

(d) The Company has not taken raised any funds during the year and hence, reporting under clause 3 (ix)(d) of the Order is not applicable.

(e) The Company did not have any subsidiary or associate or joint venture during the year and hence, reporting under clause 3(ix)(e) & (f) of the Order is not applicable.

x. (a) The Company has not raised moneys by way of initial public offer or further public offer (including debt instruments) during the year and hence reporting under clause (x)(a) of the Order is not applicable.

(b) During the year, the Company has not made any preferential allotment or private placement of shares or convertible debentures (fully or partly or optionally) and hence reporting under clause 3(x)(b) of the Order is not applicable to the Company.

xi. (a) During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of material fraud by the Company or on the Company, noticed or reported during the year, nor have we been informed of any such case by the Management.

(b) During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, a report under section 143(12) of the Act in Form ADT-4 as prescribed under rule 13 of Companies (Audit and Auditors) Rules, 2014 was not required to be filed with the Central Government. Accordingly, the reporting under clause 3(xi)(b) of the Order is not applicable.

(c) No whistle blower complaints have been received by the Company during the year (and up to the date of this report). Hence, reporting under clause 3(xi)(c) of the Order is not applicable.

xii. In our opinion and according to the information and explanations given to us, the Company is not a nidhi company and hence reporting under clause 3(xii) of the Order is not applicable.

xiii. According to the information and explanations and records made available by the management of the Company and audit procedures performed, the Company is in compliance with Section 177 and 188 of the Companies Act, where applicable, for all transactions with the related parties and the details of related party transactions have been disclosed in the financial statements as required by the applicable Indian accounting standards.

xiv. The Company does not have an internal audit system and is not required to have an internal audit system under the provisions of Section 138 of the Companies Act, 2013. Therefore, the requirement to report under clause 3(xiv)(a) and (b) of the Order is not applicable to the Company.

xv. On the basis of records made available to us and according to information and explanations given to us, the Company has not entered into non-cash transactions with the directors or persons connected with its directors and hence provisions of section 192 of the Companies Act, 2013 are not applicable to the Company.

xvi. The Company is not required to be registered under section 45-1A of the Reserve Bank of India Act 1934 and hence reporting under clause 3(xvi)(a), (b) and (c) of the Order is not applicable. The Group does not have any CIC as part of the group and accordingly reporting under clause (xvi)(d) of the Order is not applicable.

xvii. The Company has not incurred cash losses in the current year and in the immediately preceding financial year.

xviii. There has been no resignation of the statutory auditors of the Company during the year.

xix. According to the information and explanations given to us and on the basis of the financial ratios, ageing and expected dates of realization of financial assets and payment of financial liabilities, other information accompanying the financial statements and our knowledge of the Board of Directors and Management plans and based on our examination of the evidence supporting the assumptions, nothing has come to our attention, which causes us to believe that any material uncertainty exists as on the date of the audit report indicating that Company is not capable of meeting its liabilities existing at the date of balance sheet as and when they fall due within a period of one year from the balance sheet date. We, however, state that this is not an assurance as to the future viability of the Company and/or certificate with respect to meeting financial obligations by the Company as and when they fall due. We further state that our reporting is based on the facts up to the date of the audit report and we neither give any guarantee nor any assurance that all liabilities falling due within a period of one year from the balance sheet date, will get discharged by the Company as and when they fall due.

xx. The Company was not having net worth of rupees five hundred crore or more, or turnover of rupees one thousand crore or more or a net profit of rupees five crore or more during the immediately preceding financial year and hence, provisions of Section 135 of the Act are not applicable to the Company during the year. Accordingly, reporting under clause 3(xx) of the Order is not applicable for the year.

xxi. According to the information and explanation given to us, the Company does not have any subsidiaries, associates and joint ventures and hence reporting under clause 3(xxi) of the Order is not applicable.

For LODHA & CO LLP
Chartered Accountants
ICAI-FRN: 301051E/E300284

(Gaurav Lodha)
Partner
Membership No. 507462

Place: New Delhi
Date: April 29, 2025

ANNEXURE "B" TO THE INDEPENDENT AUDITOR'S REPORT

(Referred to in paragraph 2(f) under 'Report on Other Legal and Regulatory Requirements' section of our report of even date on the financial statements of Somany Bathware Limited for the year ended March 31, 2025)

Report on the internal financial controls with reference to the financial statements under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 ("the Act")

We have audited the internal financial controls with reference to the financial statements of Somany Bathware Limited ("the Company") as of March 31, 2025 in conjunction with our audit of the Ind AS financial statements of the Company for the year ended on that date.

Management's Responsibility for Internal Financial Controls

The Board of Directors of the Company is responsible for establishing and maintaining internal financial controls based on the internal financial controls with reference to the financial statements criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to respective Company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditor's Responsibility

Our responsibility is to express an opinion on Company's internal financial controls with reference to the financial statements of the Company based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the "Guidance Note") issued by the Institute of Chartered Accountants of India and the Standards on Auditing prescribed under Section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls with reference to the financial statements was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system with reference to the financial statements and their operating effectiveness. Our audit of internal financial controls with reference to the financial statements included obtaining an understanding of such internal financial controls, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor's judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained, is sufficient and appropriate to provide a basis for our audit opinion on the Company's internal financial controls with reference to the financial statements.

Meaning of Internal Financial Controls With Reference To The Financial Statements

A Company's internal financial control with reference to the financial statements is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A Company's internal financial control with reference to the financial statements includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company's assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls with reference to the financial statements

Because of the inherent limitations of internal financial controls with reference to the financial statements, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls with reference to the financial statements to future periods are subject to the risk that the internal financial control with reference to the financial statements may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, to the best of our information and according to the explanations given to us, the Company has, in all material respects, an adequate internal financial controls system with reference to the financial statements and such internal financial controls with reference to the financial statements were operating effectively as at March 31, 2025, based on the internal control with reference to the financial statements criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

For LODHA & CO LLP
Chartered Accountants
Firm's Registration No. 301051E/E300284

(Gaurav Lodha)
Partner
Membership No: 507462
Place: New Delhi
Date: April 29, 2025

100
| Somany Bathware Limited | | | |
| --- | --- | --- | --- |
| BALANCE SHEET AS AT MARCH 31, 2025
(All amounts are in Rupees lakhs, unless otherwise stated) | | | |
| Particulars | Note No. | As at March 31, 2025 | As at March 31, 2024 |
| ASSETS | | | |
| Non Current Assets | | | |
| Property, Plant and Equipment (CY Nil, PY Rs 25) | 3 | - | - |
| Other Intangible Assets (CY Nil, PY Rs 7) | 4 | - | - |
| Deferred Tax Assets | 5 | 5.35 | 5.65 |
| Other Non-Current Assets | 6 | 2.06 | 1.99 |
| | | 7.41 | 7.64 |
| Current Assets | | | |
| Financial Assets | | | |
| (i) Cash and Cash Equivalents | 7 | 0.56 | 2.00 |
| (ii) Bank Balances other than (i) above | 8 | 97.13 | 92.46 |
| (iii) Other Financial Assets | 9 | - | 0.91 |
| Current Tax Assets (Net) | 10 | 2.03 | 1.94 |
| | | 99.72 | 97.31 |
| Total Assets | | 107.13 | 104.95 |
| EQUITY AND LIABILITIES | | | |
| Equity | | | |
| Equity Share Capital | 11 | 50.00 | 50.00 |
| Other Equity | 12 | 56.86 | 54.59 |
| | | 106.86 | 104.59 |
| Liabilities | | | |
| Current Liabilities | | | |
| Other Current Liabilities | 13 | 0.27 | 0.36 |
| | | 0.27 | 0.36 |
| Total Equity and Liabilities | | 107.13 | 104.95 |
| Material Accounting Policies and Notes forming integral part of Financial Statements | 1 to 24 | | |
| As per report of even date attached | | | |
| For LODHA & CO LLP | For and on behalf of the Board of Directors | | |
| Chartered Accountants | | | |
| Firm Registration No. 301051E/E300284 | | | |
| Gaurav Lodha
Partner
M. No. 507462 | Shreekant Somany
Director
DIN - 00021423 | Mayank Sharma
Director
DIN- 02632937 | |
| Place : New Delhi
Date : April 29, 2025 | Place : Noida
Date : April 29, 2025 | | |

101
| Somany Bathware Limited
STATEMENT OF PROFIT & LOSS FOR THE YEAR ENDED MARCH 31, 2025
(All amounts are in Rupees lakhs, unless otherwise stated) | | | |
| --- | --- | --- | --- |
| Particulars | Note No. | For the year ended March 31, 2025 | For the year ended March 31, 2024 |
| Revenue | | | |
| Other Income | 14 | 6.41 | 5.93 |
| Total Income | | 6.41 | 5.93 |
| Expenses | | | |
| Other Expenses | 15 | 3.39 | 2.61 |
| Total Expenses | | 3.39 | 2.61 |
| Profit/(Loss) Before and after Exceptional and Extraordinary Items | | 3.02 | 3.32 |
| Tax Expense: | | | |
| (1) Current tax | | 0.47 | 0.52 |
| (2) Deferred Tax Charge/(Credit) | | 0.30 | (0.16) |
| (3) Income Tax for earlier years | | - | (1.00) |
| Profit/(Loss) for the year | | 2.25 | 3.96 |
| Other Comprehensive Income | | | |
| (1) Items that will not be reclassified to profit & loss | | - | - |
| (2) Items that will be reclassified to profit & loss | | - | - |
| Total Comprehensive Income for the year | | 2.25 | 3.96 |
| Basic & Diluted Earnings Per Equity Share (Per Share Value of Rs. 10 each) | 16 | 0.45 | 0.79 |
| Material Accounting Policies and Notes forming Integral part of Financials Statements | 1 to 24 | | |
| As per report of even date attached | | | |
| For LODHA & CO LLP
Chartered Accountants
Firm Registration No. 301051E/E300284 | For and on behalf of the Board of Directors | | |
| Gaurav Lodha
Partner
M. No. 507462 | Shreekant Somany
Director
DIN - 00021423 | Mayank Sharma
Director
DIN- 02632937 | |
| Place : New Delhi
Date : April 29, 2025 | Place : Noida
Date : April 29, 2025 | | |

102
| Somany Bathware Limited
STATEMENT OF CASH FLOWS FOR THE YEAR ENDED MARCH 31, 2025
(All amounts are in Rupees lakhs, unless otherwise stated) | | | |
| --- | --- | --- | --- |
| Particulars | | For the year ended March 31, 2025 | For the year ended March 31, 2024 |
| A. CASH FLOW FROM OPERATING ACTIVITIES | | | |
| Net Profit/(Loss) before tax as per Statement of Profit & Loss | | 3.03 | 3.32 |
| I. Adjustment for : | | | |
| Profit/Loss on the sale of fixed asset | | (0.05) | - |
| Interest Income | | (6.36) | (5.93) |
| Provision for doubtful debts / subsidy written back | | 0.91 | - |
| Operating Profit/(Loss) before working capital changes | | (2.47) | (2.61) |
| II. Adjustment for : | | | |
| Trade and Other Payables | | (0.07) | (0.06) |
| Trade and Other Receivables | | (0.07) | (1.99) |
| Net Cash generated/(used in) operating activities | | (2.61) | (4.66) |
| Taxes (Paid)/Refund | | (0.57) | 1.40 |
| NET CASH FLOW FROM/(USED IN) OPERATING ACTIVITIES | (A) | (3.18) | (3.26) |
| B. CASH FLOW FROM INVESTING ACTIVITIES | | | |
| Movement in fixed deposit | | (4.67) | (2.07) |
| Sale of Fixed Assets | | 0.05 | - |
| Interest received | | 6.36 | 5.93 |
| NET CASH FLOW FROM/(USED IN) INVESTING ACTIVITIES | (B) | 1.74 | 3.86 |
| C. Net increase/(decrease) in cash & cash equivalents | (A+B) | (1.44) | 0.60 |
| Cash and Cash Equivalents at the beginning of the year | | 2.00 | 1.40 |
| Cash and Cash Equivalents at the end of the year | | 0.56 | 2.00 |
| Notes :
1. The above cash flow has been prepared under the Indirect Method set out in Indian Accounting Standards (Ind AS-7) - Statement of Cash Flow
Cash and cash equivalents includes cash in hand and bank balances.

As per report of even date attached | | | |
| For LODHA & CO LLP
Chartered Accountants
Firm Registration No. 301051E/E300284

Gaurav Lodha
Partner
M. No. 507462

Place : New Delhi
Date : April 29, 2025 | For and on behalf of the Board of Directors

Shreekant Somany
Director
DIN - 00021423

Place : Noida
Date : April 29, 2025 | Mayank Sharma
Director
DIN- 02632937 | |

103

Somany Bathware Limited

STATEMENT OF CHANGE IN EQUITY FOR THE YEAR ENDED MARCH 31, 2025
(All amounts are in Rupees lakhs, unless otherwise stated)

(a) Equity Share Capital

Balance at the beginning of the year	As at March 31, 2025		As at March 31, 2024
	No. of Shares	Amount	No. of Shares	Amount
Changes in equity share capital during the year	5,00,000	50.00	5,00,000	50.00
Balance at the end of the reporting year	5,00,000	50.00	5,00,000	50.00

(b) Other Equity

Balance at April 1, 2023	Reserves and Surplus		Total
	Retained earnings	Other Comprehensive Income
Profit/(Loss) for the year	3.96	-	3.96
Other comprehensive income/ (loss) for the year	-	-	-
Total comprehensive income for the year	3.96	-	3.96
Balance at March 31, 2024	54.59	-	54.59
Profit/(Loss) for the year	2.25	-	2.25
Other comprehensive income/ (loss) for the year	-	-	-
Total comprehensive income for the year	2.25	-	2.25
Balance at March 31, 2025	56.84	-	56.84

As per report of even date attached

For LODHA & CO LLP

Chartered Accountants
Firm Registration No. 301051E/E300284

Gaurav Lodha
Partner
M. No. 507462
Place : New Delhi
Date : April 29, 2025

For and on behalf of the Board of Directors

Shreekant Somany
Director
DIN - 00021423
Place : Nolda
Date : April 29, 2025

Mayank Sharma
Director
DIN- 02632937

Somany Bathware Limited

Notes to Financial Statements as at and for the year ended March 31, 2025

(All amounts are in rupees lakhs, unless otherwise stated)

1 Corporate and General Information

Somany Bathware Limited referred to as “the Company” is domiciled and incorporated in India on December 12, 2006. The registered office of the Company w.e.f. 19th September 2024 is situated at 2, Red Cross Place, West Bengal, Kolkata - 700001, India (previously it was situated at 82/19, Bhakewara Road, Mundka, New Delhi-110041 India till 18th September 2024).

The financial statements of the company for the year ended March 31, 2025 were authorized for issue in accordance with a resolution of the directors on April 29, 2025.

2 Material Accounting Policies

The Company has consistently applied the following accounting policies to all periods presented in the financial statements.

2.1 Basis of preparation

The financial statements of Somany Bathware Limited (“the Company”) comply in all material aspects with Indian Accounting Standards (“Ind AS”) as prescribed under section 133 of the Companies Act, 2013 (“the Act”), as notified under the Companies (Indian Accounting Standards) Rules, 2015, as amended and other accounting principles generally accepted in India.

2.2 Basis of measurement

The financial statements have been prepared under the historical cost convention on accrual and going concern basis, further, financial assets and liabilities are remeasured at fair value at each reporting date, wherever applicable.

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, regardless of whether that price is directly observable or estimated using another valuation technique. In estimating the fair value of an asset or a liability, the Company take into account the characteristics of the asset or liability if market participants would take those characteristics into account when pricing the asset or liability at the measurement date.

In addition, for financial reporting purposes, fair value measurements are categorised into Level 1, 2 or 3 based on the degree to which the inputs to the fair value measurements are observable and the significance of the inputs to the fair value measurement in its entirety, which are described as follows:

Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the company can access at the measurement date;
Level 2 inputs are inputs, other than quoted prices included within Level 1, that are observable for the asset or liability, either directly or indirectly; and
Level 3 inputs are unobservable inputs for the asset or liability.

2.3 Functional and presentation currency

These financial statements are presented in Indian National Rupee (‘INR’), which is the Company’s functional currency and presentation currency. All values rounded to the nearest lakhs (Rs. 00,000) and up to 2 decimal places, except when otherwise indicated.

2.4 Use of judgements and estimates

In preparing these financial statements, management has made judgements, estimates and assumptions that affect the application of the company’s accounting policies and the reported amounts of assets, liabilities, income and expenses. Management believes that the estimates used in the preparation of the financial statements are prudent and reasonable. Actual results may differ from these estimates.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to estimates are recognised prospectively.

Judgements

Information about the judgements made in applying accounting policies that have the most significant effects on the amounts recognised in the financial statements have been given below:

Classification of financial assets: assessment of business model within which the assets are held.

Assumptions and estimation uncertainties

Information about assumptions and estimation uncertainties that have a significant risk of resulting in a material adjustment in the financial statements for every period ended is included below:

Recognition of deferred tax assets: availability of future taxable profit against which carry-forward tax losses can be used;
Impairment test: key assumptions underlying recoverable amounts.
Recognition and measurement of provisions and contingencies: key assumptions about the likelihood and magnitude of an outflow of resources.

104
Mayank Sharma

Somany Bathware Limited

Notes to Financial Statements as at and for the year ended March 31, 2025

(All amounts are in rupees lakhs, unless otherwise stated)

2.5. Classification of Assets and Liabilities as Current and Non-Current

The Company presents assets and liabilities in the balance sheet based on current/ non-current classification. An asset/liabilities is treated as current when it is:

Expected to be realised/settled (liabilities) or intended to be sold or consumed in normal operating cycle.
Held primarily for the purpose of trading
Expected to be realised/settled within twelve months after the reporting period, or
Cash and cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period or there is no unconditional right to defer the settlement of the liability for at least twelve months after the reporting period.

All other assets/liabilities are classified as non-current.

The operating cycle is the time between the acquisition of the assets for processing and their realisation in cash and cash equivalents. The Company has identified twelve months as its operating cycle.

Deferred tax Assets/liabilities are classified as non-current liabilities.

2.6. Property, Plant and Equipment

Recognition and Measurement

Items of property, plant and equipment are stated at cost less accumulated depreciation and accumulated impairment loss, if any. The cost of assets comprises of purchase price and directly attributable cost of bringing the assets to working condition for its intended use including borrowing cost and incidental expenditure during construction incurred up to the date when the assets are ready to use.

If significant parts of an item of property, plant and equipment have different useful lives, then they are accounted for as a separate items (major components) of property, plant and equipment.

Subsequent Measurement

Subsequent expenditure is capitalised only if it is probable that the future economic benefits associated with the expenditure will flow to the company.

Depreciation

Depreciation on fixed assets is calculated on Straight Line Method using the rates arrived at estimated useful lives given in Schedule II of the Companies Act, 2013.

Depreciation on additions to or on disposal of assets is calculated on pro-rata basis.

Depreciation methods, useful lives and residual values are reviewed at each financial year end and changes, if any, are accounted for prospectively.

2.7. Intangible assets

Intangible Assets (Other than Goodwill) acquired separately are stated at cost less accumulated amortization and impairment loss, if any. Intangible assets are amortized on straight line method basis over the estimated useful life. Estimated useful life of the Software is considered as 5 years.

2.8 Revenue Recognition

The Company recognizes revenue when it satisfies a performance obligation in accordance with the provisions of contract with the customer. This is achieved when;

i) effective control of goods along with significant risks and rewards of ownership has been transferred to customer and in case of services, the year in which such services are rendered.

ii) the amount of revenue can be measured reliably;

iii) it is probable that the economic benefits associated with the transaction will flow to the Company; and

iv) the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Revenue (other than sale of goods) is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Claim on insurance companies, interest and others, where quantum of accrual cannot be ascertained with reasonable certainty, are accounted for on acceptance basis.

Revenue towards satisfaction of a performance obligation is measured at the amount of transaction price (net of variable consideration) allocated to that performance obligation. The transaction price of goods sold rendered is net of variable consideration on account of various discounts and schemes offered by the Company as part of the contract.

Interest income are recognised on an accrual basis using the effective interest method.

105

2.9 Provisions, Contingent Liabilities and Contingent Assets

Bases on the best estimate provisions are recognized when there is a present obligation (legal or constructive) as a result of a past event and it is probable ("more likely than not") that it is required to settle the obligation, and a reliable estimate can be made of the amount of the obligation at reporting date.

A contingent liability is a possible obligation that arises from a past event, with the resolution of the contingency dependent on uncertain future events, or a present obligation where no outflow is probable. Major contingent liabilities are disclosed in the financial statements unless the possibility of an outflow of economic resources is remote.

Contingent assets are not recognized in the financial statements but disclosed, where an inflow of economic benefit is

2.10 Measurement of fair value

a) Financial instruments

The estimated fair value of the Company's financial instruments is based on market prices and valuation techniques. Valuations are made with the objective to include relevant factors that market participants would consider in setting a price, and to apply accepted economic and financial methodologies for the pricing of financial instruments. References for less active markets are carefully reviewed to establish relevant and comparable data.

2.11 Financial instruments

A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity. Financial instruments also include derivative contracts such as foreign currency foreign exchange forward contracts, cross currency interest rate swaps, interest rate swaps and currency options; and embedded derivatives in the host contract.

a) Financial Assets

Initial recognition and measurement

All financial assets and are initially recognized at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets, which are not fair value through profit and loss, are added to the fair value on initial recognition. However, trade receivables that do not contain a significant financing component are measured at transaction price.

Classifications

The company classifies its financial assets as subsequently measured at either amortised cost or fair value depending on the company's business model for managing the financial assets and the contractual cash flow characteristics of the financial assets.

b) Equity Instruments

All equity instruments in scope of Ind AS 109 are measured at fair value. On initial recognition an equity investment that is not held for trading, the Company may irrevocably elect to present subsequent changes in fair value in OCI. This election is made on an investment-by-investment basis.

All other Financial Instruments are classified as measured at FVTPL.

Derecognition of financial assets

A financial asset (or, where applicable, a part of a financial asset or part of a Company of similar financial assets) is primarily derecognised (i.e. removed from the company's balance sheet) when:

The rights to receive cash flows from the asset have expired, or
The company has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the received cash flows in full without material delay to a third party under a 'pass-through' arrangement; and either (a) the company has transferred substantially all the risks and rewards of the asset, or (b) the company has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset.

When the company has transferred its rights to receive cash flows from an asset or has entered into a pass-through arrangement, it evaluates if and to what extent it has retained the risks and rewards of ownership. When it has neither transferred nor retained substantially all of the risks and rewards of the asset, nor transferred control of the asset, the company continues to recognize the transferred asset to the extent of the company's continuing involvement. In that case, the company also recognizes an associated liability. The transferred asset and the associated liability are measured on a basis that reflects the rights and obligations that the company has retained.

Continuing involvement that takes the form of a guarantee over the transferred asset is measured at the lower of the original carrying amount of the asset and the maximum amount of consideration that the company could be required to repay.

106

On derecognition of a financial asset, the difference between the carrying amount of the asset (or the carrying amount allocated to the portion of the asset derecognised) and the sum of (i) the consideration received (including any new asset obtained less any new liability assumed) and (ii) any cumulative gain or loss that had been recognised in OCI is recognised in profit or loss.

Impairment of financial assets

The Company assesses on a forward looking basis the expected credit losses associated with its assets carried at amortised cost and FVOCI debt instruments. The impairment methodology applied depends on whether there has been a significant increase in credit risk.

With regard to trade receivable, the Company applies the simplified approach as permitted by Ind AS 109, Financial Instruments, which requires expected lifetime losses to be recognised from the initial recognition of the trade receivables.

c) Financial liabilities

Initial recognition and measurement

Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit or loss, amortised cost, as appropriate.

All financial liabilities are recognised initially at fair value and, in the case of amortised cost, net of directly attributable transaction costs.

Subsequent measurement

The measurement of financial liabilities depends on their classification, as described below:

Financial Liabilities measured at amortised cost

After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortised cost using the EIR method. Gains and losses are recognised in profit or loss when the liabilities are derecognised as well as through the EIR amortisation process.

Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortisation is included as finance costs in the statement of profit and loss.

Financial liabilities at fair value through profit or loss

Financial liabilities at fair value through profit or loss include financial liabilities designated upon initial recognition as at fair value through profit or loss.

Gains or losses on liabilities held for trading are recognised in the profit

Financial liabilities designated upon initial recognition at fair value through profit or loss are designated as such at the initial date of recognition, and only if the criteria in Ind AS 109 are satisfied. For liabilities designated as FVTPL, fair value gains/losses attributable to changes in own credit risk are recognised in OCI. These gains/loss are not subsequently transferred to P&L. However, the Company may transfer the cumulative gain or loss within equity. All other changes in fair value of such liability are recognised in the statement of profit or loss.

Derecognition of financial liabilities

The company derecognises a financial liability when its contractual obligations are discharged or cancelled, or expire.

Income tax

Income tax expense comprises current and deferred tax. It is recognised in profit or loss except to the extent that it relates to items recognised directly in equity or in Other Comprehensive Income.

Current tax

Current tax comprises the expected tax payable or receivable on the taxable income or loss for the year and any adjustment to the tax payable or receivable in respect of previous years. It is measured using tax rates enacted or substantively enacted at the reporting date. Current tax assets and liabilities are offset only if, the Company:

a) Has a legally enforceable right to set off the recognised amounts; and
b) Intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.

Deferred Tax

Deferred tax is recognised on differences between the carrying amounts of assets and liabilities in the balance sheet and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognised for all taxable temporary differences. Deferred tax assets are generally recognised for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from Initial recognition of goodwill or from the initial recognition (other than in a business commission) of other assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit.

107
Mayank Tharue

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realised, based on tax rates (and tax laws) that have been enacted or substantively enacted by the balance sheet date.

Minimum Alternative Tax (MAT)

Minimum Alternative Tax (MAT) is recognized as an asset only when and to the extent there is convincing evidence that the Company will pay normal income tax during the specified period. In the year in which the MAT credit becomes eligible to be recognized as an asset in accordance with the recommendations contained in guidance note issued by the Institute of Chartered Accountants of India, the said asset is created by way of credit to the consolidated statement of profit and loss and included in deferred tax assets. The Company reviews the same at each balance sheet date and writes down the carrying amount of MAT entitlement to the extent there is no longer convincing evidence to the effect that Company will pay normal income tax during the specified period.

2.12 Cash and cash equivalents

Cash and cash equivalents comprise cash at bank and in hand and short-term deposits with an original maturity of three months or less.

For the purposes of the Cash Flow Statement, cash and cash equivalents is as defined above, net of outstanding bank overdrafts. In the balance sheet, bank overdrafts are shown within borrowings in current liabilities.

2.13 Leases

The determination of whether an arrangement is (or contains) a lease is based on the substance of the arrangement at the inception of the lease. The arrangement is (or contains) a lease if fulfilment of the arrangement is dependent on the use of a specific asset or assets and the arrangement conveys a right to use the asset or assets, even if that right is not explicitly specified in an arrangement.

Company as a lessor

Leases in which the Company does not transfer substantially all the risks and rewards of ownership of an asset are classified as operating leases. Rental income from operating leases is recognised on a straight-line basis over the term of the relevant lease. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognised over the lease term on the same basis as rental income. Contingent rents are recognised as revenue in the period in which they are earned.

Leases are classified as finance leases when substantially all of the risks and rewards of ownership are transferred from the Company to the lessee. Amounts due from lessees under finance leases are recorded as receivables at the Company's net investment in the leases. Finance lease income is allocated to accounting periods so as to reflect a constant periodic rate of return on the net investment outstanding in respect of the lease.

Company as a lessee

The Company assesses whether a contract is or contains a lease, at inception of the contract. The Company recognises a right-of-use asset and a corresponding lease liability with respect to all lease arrangements in which it is the lessee, except for short-term leases (defined as leases with a lease term of 12 months or less) and leases of low value assets. For these leases, the Company recognises the lease payments as an operating expense on a straight-line basis over the lease term, unless another systematic basis is more representative of the time pattern in which economic benefits from the leased assets are consumed. Contingent and variable rentals are recognized as expense in the periods in which they are incurred.

2.14 Earnings per Share

Basic Earnings Per Share is computed by dividing the net profit or loss after tax for the year (without taking impact of OCI) attributable to the equity shareholders' by weighted average number of shares outstanding during the year. The weighted average numbers of shares also includes fixed number of equity shares that are issuable on conversion of compulsorily convertible preference shares, debentures or any other instrument, from the date consideration is receivable (generally the date of their issue) of such instruments.

Diluted Earnings Per Share is computed using the adjusted net profit or loss after tax for the year (without taking impact of OCI) attributable to the equity shareholder' and weighted average number of equity and potential equity shares outstanding during the year including share options, convertible preference shares and debentures, except where the result would be anti-dilutive. Potential equity shares that are converted during the year are included in the calculation of diluted earnings per share, from the beginning of the year or date of issuance of such potential equity shares, to the date of conversion.

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Layank Sharma

| Somany Bathware Limited
Notes to Financial Statements as at and for the year ended March 31, 2025
(All amounts are in rupees lakhs, unless otherwise stated) | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| 3. Property, plant and equipment | | | | | | | | | | | |
| Particulars | Gross Block | | | | Depreciation | | | | Net Block | | |
| | As at April 01, 2024 | Additions | Deletions | As at March 31, 2025 | As at April 01, 2024 | Additions | Deletions | As at March 31, 2025 | As at March 31, 2025 | As at March 31, 2024 | |
| Tangible Assets | | | | | | | | | | | |
| Furniture and fixtures (Rs. 10) | 0.00 | - | 0.00 | - | - | - | - | - | - | 0.00 | |
| Office equipments (Rs. 15) | 0.00 | - | 0.00 | - | - | - | - | - | - | 0.00 | |
| Total | 0.00 | - | 0.00 | - | - | - | - | - | - | 0.00 | |
| | | | | | | | | | | | |
| Particulars | Gross Block | | | | Depreciation | | | | Net Block | | |
| | As at April 01, 2023 | Additions | Deletions | As at March 31, 2024 | As at April 01, 2023 | Additions | Deletions | As at March 31, 2024 | As at March 31, 2024 | As at March 31, 2023 | |
| Tangible Assets | | | | | | | | | | | |
| Furniture and fixtures (Rs. 10) | 0.00 | - | - | 0.00 | - | - | - | - | 0.00 | 0.00 | |
| Office equipments (Rs. 15) | 0.00 | - | - | 0.00 | - | - | - | - | 0.00 | 0.00 | |
| Total | 0.00 | - | - | 0.00 | - | - | - | - | 0.00 | 0.00 | |
| | | | | | | | | | | | |
| Other Intangible Assets | | | | | | | | | | | |
| Particulars | Gross Block | | | | Amortization | | | | Net Block | | |
| | As at April 01, 2024 | Additions | Deletions | As at March 31, 2025 | As at April 01, 2024 | Additions | Deletions | As at March 31, 2025 | As at March 31, 2025 | As at March 31, 2024 | |
| Intangible Assets | | | | | | | | | | | |
| Data Processing (Rs. 7) | 0.00 | - | 0.00 | - | - | - | - | - | - | 0.00 | |
| Total | 0.00 | - | 0.00 | - | - | - | - | - | - | 0.00 | |
| | | | | | | | | | | | |
| Particulars | Gross Block | | | | Amortization | | | | Net Block | | |
| | As at April 01, 2023 | Additions | Deletions | As at March 31, 2024 | As at April 01, 2023 | Additions | Deletions | As at March 31, 2024 | As at March 31, 2024 | As at March 31, 2023 | |
| Intangible Assets | | | | | | | | | | | |
| Data Processing (Rs. 7) | 0.00 | - | - | 0.00 | - | - | - | - | 0.00 | 0.00 | |
| Total | 0.00 | - | - | 0.00 | - | - | - | - | 0.00 | 0.00 | |

At fair value as deemed cost as at 1st April 2015 on transition to IND-AS.

| Somany Bathware Limited
Notes to Financial Statements as at and for the year ended March 31, 2025
(All amounts are in rupees lakhs, unless otherwise stated) | | |
| --- | --- | --- |
| | As at
March 31, 2025 | As at
March 31, 2024 |
| 5 Deferred Tax Assets | | |
| MAT Credit | 5.35 | 5.65 |
| | 5.35 | 5.65 |
| 6 Other Non-Current Assets | | |
| Deposits with Government Departments (under Protest) | 2.06 | 1.99 |
| | 2.06 | 1.99 |
| 7 Cash and Cash Equivalents | | |
| Balance with Scheduled banks: | | |
| -On Current Account | 0.46 | 1.95 |
| Cash in Hand | 0.10 | 0.05 |
| | 0.56 | 2.00 |
| 8 Other Bank Balances | | |
| Balance with Scheduled banks: | | |
| Fixed Deposits (with remaining maturity less than 12 months) | 97.13 | 92.46 |
| | 97.13 | 92.46 |
| 9 Other Current Financial Assets | | |
| Accrued Interest on NSC | - | 0.31 |
| NSC (Pledge with Government Department) | - | 0.60 |
| | - | 0.91 |
| 10 Current Tax Assets (Net) | | |
| Advance Tax/Tax Deducted at Source (Net) | 2.03 | 1.94 |
| | 2.03 | 1.94 |
| 11 Equity Share Capital | | |
| Authorised: | | |
| Equity Shares 10,00,000 (Previous year - 10,00,000) of Rs. 10/- each | 100.00 | 100.00 |
| Issued, subscribed & fully paid up: | | |
| Equity Shares 5,00,000 (Previous year - 5,00,000) of Rs 10/- each fully paid up | 50.00 | 50.00 |
| | 50.00 | 50.00 |
| a. Terms and rights attached to equity shares
The Company has only one class of Equity Shares having face value of Rs. 10/- each and each shareholder is entitled to one vote per share. Each shareholders have the right in profit / surplus in proportion to amount paid up with respect to share holder. In the event of winding up, the equity shareholders will be entitled to receive the remaining balance of assets if any, in proportionate to their individual shareholding in the paid up equity capital of the company. | | |
| b. Reconciliation of number of shares outstanding at the beginning and end of the year : | | |
| | Number of Shares | Number of Shares |
| Share outstanding in the beginning of the year | 5,00,000 | 5,00,000 |
| Equity Shares Issued during the year in consideration for cash | - | - |
| Share outstanding at | 5,00,000 | 5,00,000 |
| c. (i) Share Capital held by Holding Company | | |
| Somany Ceramics Ltd.(with its nominees) | 5,00,000 | 5,00,000 |
| (ii) List of shareholders holding more than 5% of the Equity | | |
| Share Capital of the Company (In numbers) | | |
| Somany Ceramics Ltd. (Holding Company)(with its nominees) | 5,00,000 | 5,00,000 |
| | 5,00,000 | 5,00,000 |

110

111
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Somany Bathware Limited

Notes to Financial Statements as at and for the year ended March 31, 2025
(All amounts are in rupees lakhs, unless otherwise stated)

d. Shareholdings of Promoters at the end of March 31, 2025

Promoter Name	Numbers of Shares	% of total Shares	% Change during the year
Somany Ceramics Ltd. (with its nominees)	5,00,000	100%	-

Shareholdings of Promoters at the end of March 31, 2024

Promoter Name	Numbers of Shares	% of total Shares	% Change during the year
Somany Ceramics Ltd. (with its nominees)	5,00,000	100%	-
	As at March 31, 2025	As at March 31, 2024
---	---	---
12 Other Equity
Retained earnings
Balance at the beginning of the year	54.60	50.64
Transfer from Statement of Profit and Loss	2.26	3.96
Total of Reserves & Surplus	56.86	54.60
Nature and Purpose of Reserves
(i) Retained Earnings- Retained earnings represents profit that the Company has earned till date.
13 Other Current Liabilities
Statutory dues	0.03	0.03
Others Payable	0.24	0.33
	0.27	0.36

Mayank Sharma

112
| Somany Bathware Limited | | |
| --- | --- | --- |
| Notes to Financial Statements as at and for the year ended March 31, 2025
(All amounts are in rupees lakhs, unless otherwise stated) | | |
| | For the year ended
March 31, 2025 | For the year ended
March 31, 2024 |
| 14 Other Income | | |
| Interest income on Fixed Deposits | 6.36 | 5.89 |
| Profit on Sale of Fixed Assets | 0.05 | - |
| | 6.41 | 5.93 |
| 15 Other Expenses | | |
| Rent | 0.18 | 0.28 |
| Auditors Fees | 0.24 | 0.24 |
| Legal & Professional Expenses | 1.90 | 1.88 |
| Sunday Balance write off | 0.91 | - |
| Other Expenses | 0.16 | 0.21 |
| | 3.39 | 2.61 |
| 16 Earning per share | | |
| Total Profit/ (Loss) for the year | 2.26 | 3.96 |
| Weighted average number of equity shares of Rs. 10/- each | 5,00,000 | 5,00,000 |
| EPS - Basic and Diluted (Per share in Rs.) | 0.45 | 0.79 |

Mayauh Sharma

113
Mayant Sharma

Notes to Financial Statements as at and for the year ended March 31, 2025
(All amounts are in rupees lakhs, unless otherwise stated)

20 Financial instruments – Fair values and risk management

I. Fair value measurements

A. Financial instruments by category

| | As at
March 31, 2025 | | As at
March 31, 2024 | |
| --- | --- | --- | --- | --- |
| | FVTPL | Amortised Cost | FVTPL | Amortised Cost |
| Financial assets | | | | |
| Cash and cash equivalents | - | 0.56 | - | 2.00 |
| Bank balances other than above | - | 97.13 | - | 92.46 |
| Other Current financial assets | - | - | - | 0.91 |
| | - | 97.69 | - | 95.37 |

B. Fair value hierarchy

This section explains the judgements and estimates made in determining the fair values of the financial instruments that are:
(a) recognised and measured at fair value and
(b) measured at amortised cost and for which fair values are disclosed in the financial statements.

To provide an indication about the reliability of the inputs used in determining fair value, the Company has classified its financial instruments into the three levels prescribed under the accounting standard. An explanation of each level follows underneath the table.

Level 1: Level 1 hierarchy includes financial instruments measured using quoted prices. This includes listed equity instruments, traded bonds and mutual funds that have quoted price. The fair value of all equity instruments (including bonds) which are traded in the stock exchanges is valued using the closing price as at the reporting period.

Level 2: The fair value of financial instruments that are not traded in an active market (for example, traded bonds, over-the-counter derivatives) is determined using valuation techniques which maximise the use of observable market data and rely as little as possible on entity-specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2.

Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3. This is the case for unlisted equity securities.

There are no transfers between level 1 and level 2 during the year

Valuation technique used to determine fair value

Specific valuation techniques used to value financial instruments include:
- the use of quoted market prices or dealer quotes for similar instruments
- the fair value of forward foreign exchange contracts is determined using forward exchange rates at the balance sheet date
- the fair value of the remaining financial instruments is determined using discounted cash flow analysis.

C. Financial assets and liabilities measured at amortised cost

| | As at
March 31, 2025 | | As at
March 31, 2024 | |
| --- | --- | --- | --- | --- |
| | Carrying Amount | Fair Value | Carrying Amount | Fair Value |
| Financial assets | | | | |
| Cash and cash equivalents | 0.56 | 0.56 | 2.00 | 2.00 |
| Bank balances other than above | 97.13 | 97.13 | 92.46 | 92.46 |
| Other Current Financial Assets | - | - | 0.91 | 0.91 |
| | 97.69 | 97.69 | 95.37 | 95.37 |

The carrying amounts of cash and cash equivalents, other liabilities and other current financial assets are considered to be the same as their fair values, due to their short-term nature.

114
Mayank Kharewa

II. Financial risk management

The Company has exposure to the following risks arising from financial instruments:
- credit risk;
- liquidity risk; and
- market risk

i. Risk management framework

The Company’s board of directors has overall responsibility for the establishment and oversight of the Company’s risk management framework. The board of directors has established the processes to ensure that executive management controls risks through the mechanism of property defined framework.

The Company’s risk management policies are established to identify and analyse the risks faced by the Company, to set appropriate risk limits and controls and to monitor risks and adherence to limits. Risk management policies and systems are reviewed by the board annually to reflect changes in market conditions and the Company’s activities. The Company, through its training and management standards and procedures, aims to maintain a disciplined and constructive control environment.

ii. Credit risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Company’s receivables from customers and investments in debt. The carrying amount of financial assets represents the maximum credit exposure. The Company monitor credit risk very closely. The Management Impact analysis shows credit risk and impact assessment as low.

iii. Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Company’s approach to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are fallen due.

iv. Market risk

Market risk is the risk that changes in market prices – such as foreign exchange rates and interest rates – will affect the Company’s income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimizing the return.

Currency Risk

The Company uses derivatives like forward contracts to manage market risks on account of foreign exchange and various debt instruments on account of interest rates. All such transactions are carried out within the guidelines set by the Risk Management Committee. Generally, the Company seeks to apply hedge accounting to manage volatility in profit or loss.

Interest Rate Risk

The company currently is not exposed to variable interest rate risk.

| | As at
March 31, 2025 | As at
March 31, 2024 |
| --- | --- | --- |
| 21 Payments to Auditors : | | |
| Statutory Audit Fee (Inclusive of GST) | 0.24 | 0.24 |
| Other Services (Inclusive of GST) | 0.18 | 0.18 |
| Total | 0.42 | 0.42 |

116

Somany Bathware Limited

22
a) The Company does not have any benami property, and no proceeding has been initiated or pending against the Company for holding any benami property.
b) The Company does not have any transactions with companies struck off.
c) The Company does not have any charges or satisfaction which is yet to be registered with Registrar of Companies beyond the statutory period.
d) The Company have not traded or invested in crypto currency or virtual currency during the financial year.
e) The Company have not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding that the Intermediary shall:
(i). Directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company (ultimate beneficiaries) or
(ii). Provide any Guarantee, Security, or the like to or on behalf of the Ultimate Beneficiaries.
f) The Company have not received any fund from any Person(s) or Entity(ies), including Foreign Entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall:
(i). Directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the funding party (ultimate beneficiaries) or
(ii). Provide any Guarantee, Security, or the like on behalf of the ultimate beneficiaries.
g) The company has not been sanctioned working capital limit in excess of Rs. 5 crore, in aggregate, at any points of time during the year, from bank on the basis of security of current assets.
h) The Company has no such transaction which is not recorded in the Books of Accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961.
i) The Company have not been declared willful defaulter by any Banks or any other Financial Institution at any time during the financial year.
j) The Company has used an accounting software for maintaining its books of account which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the software.

23 Segment Reporting

According to Ind AS 108, identification of operating segments is based on Chief Operating Decision Maker (CODM) approach for making decisions about allocating resources to the segment and assessing its performance. The business activity of the company falls within one broad business segment viz. “Ceramic Tiles and Allied products” and substantially sale of the product is within the country. Since during the current year, the Company has not carried out any operations, the disclosure requirement of Ind AS 108 of ‘Segment Reporting’ is not considered applicable.

24 The figures for the previous periods have been regrouped/ rearranged, wherever considered necessary, to conform current period classifications.

The accompanying notes are an integral part of these financial statements.

As per report of even date attached	For and on behalf of the Board of Directors
For LODHA & CO LLP
Chartered Accountants
Firm Registration No. 301051E/E300284
Gaurav Lodha	Shreekant Somany	Mayank Sharma
Partner	Director	Director
M. No. 507462	DIN - 00021423	DIN- 02632937
Place : New Delhi	Place : Noida
Date : April 29, 2025	Date : April 29, 2025

LODHA & CO LLP
Chartered Accountants
12, Bhagat Singh Marg, New Delhi - 110 001, India
Telephone: 91 11 23710176 / 23710177 / 23364671 / 2414
E-mail: [email protected]

INDEPENDENT AUDITOR'S REPORT

To the Members of Somany Excel Vitrified Private Limited

Report on the Audit of the Financial Statements

Opinion

We have audited the accompanying financial statements of Somany Excel Vitrified Private Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2025, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Changes in Equity and the Statement of Cash Flows for the year then ended, and notes to the financial statements, including a summary of material accounting policies and other explanatory information (herein after referred to as "financial statements").

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Companies Act, 2013 ("the Act") in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, ("Ind AS") and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2025, its profit (including Other comprehensive income), changes in equity and its cash flows for the year ended on that date.

Basis for Opinion

Information Other than the Financial Statements and Auditor’s Report Thereon

Regd. Office: 19, Esplanade Mansions, 14 Government Place East, Kolkata 700069, West Bengal, India.
Lodha & Co (ICAI Reg. No. 301051E) a Partnership Firm was converted into Lodha & Co LLP
(Identification No. ACE-5752) a Limited Liability Partnership with effect from December 27, 2023
Kolkata Mumbai New Delhi Chennai Hyderabad Jaipur

When we read Annual Report, if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance.

Responsibility of Management and Those Charged with Governance for the Financial Statements

Those Board of Directors are also responsible for overseeing the Company’s financial reporting process.

Auditor’s Responsibilities for the Audit of the Financial Statements

As part of an audit in accordance with SAs specified under section 143(10) of the Act, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under Section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls system in place and the operating effectiveness of such controls.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the ability of the Company to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

Report on Other Legal and Regulatory Requirements

As required by the Companies (Auditor's Report) Order, 2020 ("the Order"), issued by the Central Government of India in terms of section 143(11) of the Act, and on the basis of such checks of the books and records of the company as we considered appropriate and according to the information and explanations given to us during the course of audit, we give in the "Annexure A" a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.
As required by Section 143(3) of the Act, we report that:

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b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.

c) The Balance sheet, the Statement of Profit and Loss including other comprehensive income, the Statement of Changes in Equity and the Statement of Cash Flows dealt with by this Report are in agreement with the books of account.

i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements – Refer Note No. 22 to the financial statements;

ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses;

iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

iv.

a) The management has represented that to the best of its knowledge and belief as disclosed in Note No. 33 (e) of the financial statements, no funds (which are material either individually or in aggregate) have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the company to or in any other person(s) or entity(ies), including foreign entities (“Intermediaries”), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries

b) The management has represented that to the best of its knowledge and belief, as disclosed in Note No. 33 (f) of the financial statements, no funds (which are material either individually or in aggregate) have been received by the company from any person(s) or entity(ies), including foreign entities (“Funding Parties”), with the understanding, whether recorded in writing or otherwise, that the company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any

manner whatsoever by or on behalf of the Funding Party (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

v. The Company has not declared or paid dividend during the year, accordingly the provisions of section 123 of the Companies Act, 2013 are not applicable.

vi. Based on our examination, which included test checks, the Company has used accounting software’s for maintaining its books of account for the financial year ended March 31, 2025 which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the software’s except that the feature of recording audit trail (edit log) facility at database level of an ERP accounting software used for maintaining general ledger and other accounting module was not enabled for a part of the year. During the course of performing procedures, we did not notice any instance of the audit trail feature tampered with. Further, the audit trail, to the extent maintained in the prior year, has been preserved by the Company as per statutory requirements for records retention.

h) The Company has not paid any managerial remuneration, accordingly, the provisions of Section 197 of the Act are not applicable on the Company.

For LODHA & CO LLP
Chartered Accountants
Firm’s Registration No. 301051E/E300284

(Gaurav Lodha)
Partner
Membership No. 507462
UDIN: 25507462 BMKNKPQ302

Place: New Delhi
Date: April 28, 2025

ANNEXURE "A" REFERRED TO IN PARAGRAPH 1 UNDER THE HEADING "REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS" OF OUR REPORT OF EVEN DATE ON THE FINANCIAL STATEMENTS OF SOMANY EXCEL VITRIFIED PRIVATE LIMITED FOR THE YEAR ENDED MARCH 31, 2025.

To the best of our information and according to the explanations provided to us by the Company and the books of accounts and records examined by us in the normal course of audit, we state that:

i. The Company does not have any property, plant and equipment or intangible assets and hence reporting under Clause 3 (i) of the Order is not applicable to the Company.

ii. (a) As per the physical verification program, the inventories were physically verified during the year by the Management at reasonable intervals. In our opinion and according to the information and explanations given to us, the coverage and procedure of such verification by the Management is appropriate having regard to the size of the Company and the nature of its operations. No discrepancies of 10% or more in the aggregate for each class of inventories were noticed on such physical verification of inventories when compared with books of account.

(b) The Company has not granted loans and advances on the nature of loans to Companies, Firms, Limited Liability Partnerships or any other parties. Accordingly, the requirement to report on clause 3(iii)(c), (d), (e) and (f) of the Order is not applicable to the Company.

v. In our opinion and according to the information and explanations given to us, the Company has not accepted deposits during the year from public within the provision of section 73 to 76 of the Act or any other relevant provisions of the Act and the rules framed there under (to the extent applicable). We have been informed that no order has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any Court or other Tribunal in this regard.

vii. (a) According to the records of the Company, the Company is generally been regular in depositing undisputed statutory dues including goods and services tax, provident fund, employees' state insurance, income tax, sales tax, service tax, duty of customs, duty of excise, value added tax, cess and other material statutory dues with the appropriate authorities to the extent applicable and there are no undisputed statutory dues payable as at March 31, 2025 for a period of more than six months from the date they become payable.

(b) According to the records and information & explanations given to us, there are no disputed dues which have remained unpaid as on March 31, 2025 on account of statutory dues referred to in sub-clause (a) above.

(b) According to the information and explanations given to us including representation received from the management of the Company and on the basis of our audit procedures, we report that the Company has not been declared willful defaulter by any bank or financial institution or government or any government authority.

(d) The Company has not taken raised any funds during the year and hence, reporting under clause 3 (ix)(d) of the Order is not applicable.

(e) The Company did not have any subsidiary or associate or joint venture during the year and hence, reporting under clause 3(ix)(e) & (f) of the Order is not applicable.

x. (a) The Company has not raised any money, during the year, by way of initial public offer or further public offer (including debt instruments) during the year and hence reporting under clause 3(x)(a) of the Order is not applicable.

(c) No whistle blower complaints have been received by the Company during the year (and up to the date of this report). Hence, reporting under clause 3(xi)(c) of the Order is not applicable.

xii. In our opinion and according to the information and explanations given to us, the Company is not a nidhi company and hence reporting under clause 3(xii) of the Order is not applicable.

xv. On the basis of records made available to us and according to information and explanations given to us, the Company has not entered into non-cash transactions with the directors or persons connected with its directors. Hence provisions of section 192 of the Companies Act, 2013 are not applicable to the Company.

xvi. The Company is not required to be registered under section 45-1A of the Reserve Bank of India Act 1934 and hence reporting under clause 3(xvi)(a), (b) and (c) of the Order is not applicable. As per the information and representation provided by the management, the Group does not have any CIC as part of the group and accordingly reporting under clause (xvi)(d) of the Order is not applicable.

xvii. The Company has not incurred cash losses during the financial year covered by our audit and the immediately preceding financial year.

xviii. There has been no resignation of the statutory auditors of the Company during the year.

xix. According to the information and explanations given to us and on the basis of the financial ratios, ageing and expected dates of realization of financial assets and payment of financial liabilities, other information accompanying the financial statements, our knowledge of the Board of Directors and Management plans and based on our examination of the evidence supporting the assumptions, nothing has come to our attention, which causes us to believe that any material uncertainty exists as on the date of the audit report indicating that Company is not capable of meeting its liabilities existing at the date of balance sheet as and when they fall due within a period of one year from the balance sheet date. We, however, state that this is not an assurance as to the future viability of the Company. We further state that our reporting is based on the facts up to the date of the audit report and we neither give

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any guarantee nor any assurance that all liabilities falling due within a period of one year from the balance sheet date, will get discharged by the Company as and when they fall due.

(Gaurav Lodha)
Partner
Membership No. 507462

Place: New Delhi
Date: April 28, 2025

ANNEXURE "B" TO THE INDEPENDENT AUDITOR'S REPORT

(Referred to in paragraph 2(f) under 'Report on Other Legal and Regulatory Requirements' section of our report of even date on the financial statements of Somany Excel Vitrified Private Limited for the year ended March 31, 2025)

Report on the internal financial controls with reference to the financial statements under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 ("the Act")

We have audited the internal financial controls with reference to the financial statements of Somany Excel Vitrified Private Limited ("the Company") as of March 31, 2025 in conjunction with our audit of the Ind AS financial statements of the Company for the year ended on that date.

Management's Responsibility for Internal Financial Controls

Auditor's Responsibility

Meaning of Internal Financial Controls With Reference To The Financial Statements

Inherent Limitations of Internal Financial Controls with reference to the financial statements

Opinion

(Gaurav Lodha)
Partner
Membership No: 507462
Place: New Delhi
Date: April 28, 2025

| SOMANY EXCEL VITRIFIED PRIVATE LIMITED
CIN: U26955WB2015PTC274839
BALANCE SHEET AS AT MARCH 31, 2025 | | | |
| --- | --- | --- | --- |
| (Rs. in Lakhs) | | | |
| Particulars | Note No. | As at
March 31, 2025 | As at
March 31, 2024 |
| ASSETS | | | |
| Non-current Assets | | | |
| (a) Other Non-Current Assets | 3 | 326.50 | 376.50 |
| | | 326.50 | 376.50 |
| Current Assets | | | |
| (a) Inventories | 4 | 46.48 | 7.24 |
| (b) Financial Assets | | | |
| (i) Trade Receivables | 5 | 121.44 | 31.28 |
| (ii) Cash and Cash Equivalents | 6 | 11.39 | 19.03 |
| (c) Current Tax Assets (net) | 7 | 0.30 | - |
| (d) Other Current Assets | 8 | 10.42 | 2.54 |
| | | 190.03 | 60.09 |
| Total Assets | | 516.53 | 436.59 |
| EQUITY AND LIABILITIES | | | |
| Equity | | | |
| (a) Share Capital | 9 | 351.00 | 351.00 |
| (b) Other Equity | 10 | 73.98 | 49.34 |
| | | 424.98 | 400.34 |
| Liabilities | | | |
| Current Liabilities | | | |
| (a) Financial Liabilities | | | |
| (i) Trade Payables | 11 | | |
| Outstanding dues of Micro Enterprises and Small Enterprises | | 90.86 | 35.68 |
| Outstanding dues other than Micro Enterprises and Small Enterprises | | 0.27 | - |
| (ii) Other Financial Liabilities | 12 | - | 0.46 |
| (b) Other Current Liabilities | 13 | 0.42 | 0.05 |
| (c) Current tax Liabilities (net) | 14 | - | 0.06 |
| | | 91.55 | 36.25 |
| Total Equity and Liabilities | | 516.53 | 436.59 |
| Material Accounting Policies and Notes forming integral part of Financial Statements | 1 to 33 | | |
| As per report of even date attached | For and on behalf of Board of Directors | | |
| For LODHA & CO LLP
Chartered Accountants
Firm Registration No. 301051E/E300284 | | | |
| GAURAV LODHA
Partner
M. No. 507462 | Sachin Jain
Director
DIN : 07708689 | Ravi Kant
Director
DIN : 06938074 | |
| Place : New Delhi
Date : April 28, 2025 | Place : Noida
Date : April 28,2025 | | |

| SOMANY EXCEL VITRIFIED PRIVATE LIMITED
CIN: U26955WB2015PTC274839
STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED MARCH 31, 2025 | | | |
| --- | --- | --- | --- |
| Particulars | Note No. | For the year ended March 31, 2025 | (Rs. in Lakhs) For the year ended March 31, 2024 |
| Revenue from Operations | 15 | 409.89 | 65.81 |
| Other Income | 16 | 0.77 | 0.70 |
| Total Income | | 410.66 | 66.51 |
| Expenditure | | | |
| Purchases of Stock-in-Trade | | 408.82 | 65.68 |
| Change in Inventories of Finished Goods, | | | |
| Work-in-progress and Stock-in-Trade | 17 | (39.24) | (7.24) |
| Finance Costs | 18 | 0.01 | - |
| Other Expenses | 19 | 8.14 | 2.35 |
| Total Expenditure | | 377.73 | 60.79 |
| Profit/(Loss) before tax | | 32.93 | 5.72 |
| Tax Expense: | | | |
| (1) Current Tax | | 8.29 | 1.08 |
| (2) Deferred Tax Charge/(Credit) | | - | 0.38 |
| Profit/(Loss) for the year | | 24.64 | 4.26 |
| Other Comprehensive Income | | | |
| (1) Items that will not be reclassified to profit & loss | | - | - |
| (2) Items that will be reclassified to profit & loss | | - | - |
| Total Comprehensive Income for the period | | 24.64 | 4.26 |
| Basic & Diluted Earnings Per Equity Share (Per Share Value of Rs. 10 each) | 20 | 0.70 | 0.12 |
| Material Accounting Policies and Notes forming integral part of Financial Statements | 1 to 33 | | |
| As per report of even date attached For and on behalf of Board of Directors | | | |
| For LODHA & CO LLP
Chartered Accountants
Firm Registration No. 301051E/E300284

GAURAV LODHA
Partner
M. No. 507462

Place : New Delhi
Date : April 28, 2025 | Sachin Jain
Director
DIN : 07708689

Place : Noida
Date : April 28,2025 | Ravi Kant
Director
DIN : 06938074 | |

130
| SOMANY EXCEL VITRIFIED PRIVATE LIMITED
CIN: U26955W82015PTC274839
STATEMENT OF CASH FLOWS FOR THE YEAR ENDED MARCH 31, 2025 | | | |
| --- | --- | --- | --- |
| Particulars | For the year ended March 31, 2025 | For the year ended March 31, 2024 | |
| A CASH FLOW FROM OPERATING ACTIVITIES | | | |
| Net Profit/(Loss) before tax as per Statement of Profit & Loss | 32.93 | 5.72 | |
| I. Adjustment for : | | | |
| Interest and Finance Charges | | - | |
| Interest Income | (0.77) | (0.70) | |
| Operating Profit/(Loss) before working capital changes | 32.16 | 5.02 | |
| II. Adjustment for : | | | |
| Trade and Other Receivables | (98.04) | (40.77) | |
| Change in Inventories | (39.24) | - | |
| Trade and Other payable | 55.36 | 35.91 | |
| Net Cash generated/(used In) operating activities | (49.76) | 0.16 | |
| Taxes (Paid)/Refund | (8.65) | (3.01) | |
| NET CASH FLOW FROM/(USED IN) OPERATING ACTIVITIES (A) | (98.41) | (0.85) | |
| B CASH FLOW FROM INVESTING ACTIVITIES | | | |
| Proceeds from Capital advance received back | 50.00 | - | |
| Interest received | 0.77 | 4.48 | |
| Movement in Fixed Deposit | - | 15.00 | |
| NET CASH FLOW FROM/(USED IN) INVESTING ACTIVITIES (B) | 50.77 | 19.48 | |
| C CASH FLOW FROM FINANCING ACTIVITIES | | | |
| Short Term Loans Borrowings (net) | - | - | |
| Interest Paid | - | - | |
| NET CASH FLOW FROM/(USED IN) FINANCING ACTIVITIES (C) | - | - | |
| D Net increase/(decrease) in cash & cash equivalents (A+B+C) | (7.64) | 18.63 | |
| Cash & Cash Equivalent at the beginning of the year | 19.03 | 0.40 | |
| Cash & Cash Equivalent at the end of the year | 11.39 | 19.03 | |
| Notes : | | | |
| 1. The above cash flow has been prepared under the Indirect Method set out in Indian Accounting Standards (Ind AS-7) - Statement of Cash Flows | | | |
| 2. Additional Disclosure required under Ind AS 7, (Refer note no. 31.) | | | |
| As per report of even date attached | | | |
| For LODHA & CO LLP
Chartered Accountants
Firm Registration No. 301051E/E300284 | | | |
| GAURAV LODHA
Partner
M. No. 507462 | | | |
| Place : New Delhi
Date : April 28, 2025 | | | |
| For and on behalf of Board of Directors | | | |
| Sachin Jain
Director
DIN : 07708689 | | | |
| Place : Nolda
Date : April 28,2025 | | | |
| Ravi Kant
Director
DIN : 0938074 | | | |

131
| SOMANY EXCEL VITRIFIED PRIVATE LIMITED
CIN: U2695SWB2015PTC274839
STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED MARCH 31, 2025
(Rs. in Lakhs) | | | | |
| --- | --- | --- | --- | --- |
| (a) Share Capital | As at March 31, 2025 | | As at March 31, 2024 | |
| | No. of Shares | Amount | No. of Shares | Amount |
| Balance at the beginning of the year | 35,10,000 | 351.00 | 35,10,000 | 351.00 |
| Changes in equity share capital during the year | - | - | - | - |
| Balance at the end of the reporting year | 35,10,000 | 351.00 | 35,10,000 | 351.00 |
| (b) Other Equity | Reserves and Surplus | | | |
| | Retained Earnings | Other Comprehensive Income | Total | |
| Balance at 1 April 2023 | 45.08 | | 45.08 | |
| Profit/(Loss) for the year | 4.26 | | 4.26 | |
| Other comprehensive income/(loss) for the year | - | | - | |
| Total comprehensive income/(loss) for the year | 4.26 | | 4.26 | |
| Balance at March 31, 2024 | 49.34 | | 49.34 | |
| Profit/(Loss) for the year | 24.65 | | 24.65 | |
| Other comprehensive income/(loss) for the year | - | | - | |
| Total comprehensive income/(loss) for the year | 24.65 | | 24.65 | |
| Balance at March 31, 2025 | 73.99 | | 73.99 | |
| As per report of even date attached
For and on behalf of Board of Directors | | | | |
| For LODHA & CO LLP
Chartered Accountants
Firm Registration No. 301051E/E300284 | Sachin Jain
Director
DIN : 07708689 | Ravi Kant
Director
DIN : 06938074 | | |
| GALIRAV LODHA
Partner
M. No. 507462 | Place : Noida
Date : April 28, 2025 | | | |

SOMANY EXCEL VITRIFIED PRIVATE LIMITED
CIN: U26955WB2015PTC274839
NOTES TO THE FINANCIAL STATEMENTS AS AT AND FOR THE YEAR ENDED MARCH 31, 2025

1.1 Corporate and General Information

Somany Excel Vitrified Private Limited referred to as “the Company” is domiciled and incorporated in India on October 30, 2015. The registered office of the Company w.e.f. w.e.f. 28th November 2024 is situated at 2, Red Cross Place, West Bengal, Kolkata -700001,India (previously it was situated at Dukya Complex, 1st Floor Near Gandhi Nagar Railway station, Tonk road, Jaipur Rajasthan-302018, India).

The financial statements of the company for the year ended March 31, 2025 were authorized for issue in accordance with a resolution of the directors on April 28,2025.

2 Material Accounting Policies

The Company has consistently applied the following accounting policies to all periods presented in the financial statements.

2.1 Basis of Preparation

The financial statements of Somany Excel Vitrified Private Limited (“the Company”) comply in all material aspects with Indian Accounting Standards (“Ind AS”) as prescribed under section 133 of the Companies Act, 2013 (“the Act”), as notified under the Companies (Indian Accounting Standards) Rules, 2015 as amended by the Companies (Indian Accounting Standards) (Amendment) Rules, 2016 and other accounting principles generally accepted in India.

2.2 Basis of measurement

Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the company can access at the measurement date;
Level 2 inputs are inputs, other than quoted prices included within Level 1, that are observable for the asset or liability, either directly or indirectly; and
Level 3 inputs are unobservable inputs for the asset or liability.

2.3 Functional and presentation currency

These financial statements are presented in Indian National Rupee (‘INR’), which is the Company’s functional and presentation currency. All Amounts have been rounded to the nearest Lakhs (Rs. 00,000), and upto two decimal places, except when otherwise indicated.

2.4 Use of judgements and estimates

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to estimates are recognised prospectively.

Judgements

Information about the judgements made in applying accounting policies that have the most significant effects on the amounts recognised in the financial statements have been given below:

Classification of financial assets: assessment of business model within which the assets are held.

Assumptions and estimation uncertainties

Information about assumptions and estimation uncertainties that have a significant risk of resulting in a material adjustment in the financial statements for the every period ended is included below:

Recognition of deferred tax assets: availability of future taxable profit against which carry-forward tax losses can be used;
Impairment test: key assumptions underlying recoverable amounts.
Recognition and measurement of provisions and contingencies: key assumptions about the likelihood and magnitude of an outflow of resources

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SOMANY EXCEL VITRIFIED PRIVATE LIMITED
CIN: U26955WB2015PTC274839
NOTES TO THE FINANCIAL STATEMENTS AS AT AND FOR THE YEAR ENDED MARCH 31, 2025

2.5 Classification of Assets and Liabilities as Current and Non-Current

The Company presents assets and liabilities in the balance sheet based on current/ non-current classification. An asset/liabilities is treated as current when it is:

Expected to be realised/settled (liabilities) or intended to be sold or consumed in normal operating cycle.
Held primarily for the purpose of trading
Expected to be realised/settled within twelve months after the reporting period, or
Cash and cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period or there is no unconditional right to defer the settlement of the liability for at least twelve months after the reporting period.

All other assets/liabilities are classified as non-current.

The operating cycle is the time between the acquisition of the assets for processing and their realisation in cash and cash equivalents.

2.6 Revenue Recognition

The Company recognizes revenue when it satisfies a performance obligation in accordance with the provisions of contract with the customer. This is achieved when:

i) Effective control of goods alongwith significant risks and rewards of ownership has been transferred to customer and in case of services, the year in which such services are rendered.
ii) The amount of revenue can be measured reliably.
iii) It is probable that the economic benefits associated with the transaction will flow to the Company; and
iv) the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Interest income are recognised on an accrual basis using the effective interest method.

2.7 Provisions, Contingent Liabilities

Bases on the best estimate provisions are recognized when there is a present obligation (legal or constructive) as a result of a past event and it is probable (“more likely than not”) that it is required to settle the obligation, and a reliable estimate can be made of the amount of the obligation at reporting date.

2.8 Measurement of fair value

The estimated fair value of the Company’s financial instruments is based on market prices and valuation techniques. Valuations are made with the objective to include relevant factors that market participants would consider in setting a price, and to apply accepted economic and financial methodologies for the pricing of financial instruments. References for less active markets are carefully reviewed to establish relevant and comparable data.

2.9 Financial instruments

(a) Financial Assets

Initial recognition and measurement

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Classifications

The company classifies its financial assets as subsequently measured at either amortised cost or fair value depending on the company’s business model for managing the financial assets and the contractual cash flow characteristics of the financial assets.

All other Financial Instruments are classified as measured at FVTPL.

Derecognition of financial assets

A financial asset (or, where applicable, a part of a financial asset or part of a Company of similar financial assets) is primarily derecognised (i.e. removed from the company’s balance sheet) when:

The rights to receive cash flows from the asset have expired, or
The company has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the received cash flows in full without material delay to a third party under a ‘pass-through’ arrangement; and either (a) the company has transferred substantially all the risks and rewards of the asset, or (b) the company has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset.

When the company has transferred its rights to receive cash flows from an asset or has entered into a pass-through arrangement, it evaluates if and to what extent it has retained the risks and rewards of ownership. When it has neither transferred nor retained substantially all of the risks and rewards of the asset, nor transferred control of the asset, the company continues to recognize the transferred asset to the extent of the company’s continuing involvement. In that case, the company also recognizes an associated liability. The transferred asset and the associated liability are measured on a basis that reflects the rights and obligations that the company has retained.

Impairment of financial assets

(b) Financial liabilities

Initial recognition and measurement

Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit or loss, amortised cost, as appropriate.

All financial liabilities are recognised initially at fair value and, in the case of amortised cost, net of directly attributable transaction costs.

Subsequent measurement

The measurement of financial liabilities depends on their classification, as described below:

Financial Liabilities measured at amortised cost

Financial liabilities at fair value through profit or loss

Financial liabilities at fair value through profit or loss include financial liabilities designated upon initial recognition as at fair value through profit or loss.

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| SOMANY EXCEL VITRIFIED PRIVATE LIMITED
CIN: U26955WB2015PTC274839
NOTES TO THE FINANCIAL STATEMENTS AS AT AND FOR THE YEAR ENDED MARCH 31, 2025 | |
| --- | --- |
| Gains or losses on liabilities held for trading are recognised in the profit
Financial liabilities designated upon initial recognition at fair value through profit or loss are designated as such at the initial date of recognition, and only if the criteria in Ind AS 109 are satisfied. For liabilities designated as FVTPL, fair value gains! losses attributable to changes in own credit risk are recognized in OCI. These gains! loss are not subsequently transferred to P&L. However, the Company may transfer the cumulative gain or loss within equity. All other changes in fair value of such liability are recognised in the statement of profit or loss.

Derecognition of financial liabilities
The company derecognises a financial liability when its contractual obligations are discharged or cancelled, or expire. | |
| 2.10 Income tax
Income tax expense comprises current and deferred tax. It is recognised in profit or loss except to the extent that it relates to items recognised directly in equity or in Other Comprehensive Income.

Current tax
Current tax comprises the expected tax payable or receivable on the taxable income or loss for the year and any adjustment to the tax payable or receivable in respect of previous years. It is measured using tax rates enacted or substantively enacted at the reporting date. Current tax assets and liabilities are offset only if, the Company:
a) Has a legally enforceable right to set off the recognised amounts; and
b) Intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.

Deferred tax
Deferred tax is recognised on differences between the carrying amounts of assets and liabilities in the balance sheet and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognised for all taxable temporary differences. Deferred tax assets are generally recognised for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from initial recognition of goodwill or from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realised, based on tax rates (and tax laws) that have been enacted or substantively enacted by the balance sheet date.

2.11 Cash and cash equivalents
Cash and cash equivalents comprise cash at bank and in hand and short-term deposits with an original maturity of three months or less.

| SOMANY EXCEL VITRIFIED PRIVATE LIMITED
CIN: U26955WB2015PTC274839
NOTES TO THE FINANCIAL STATEMENTS AS AT AND FOR THE YEAR ENDED MARCH 31, 2025 | |
| --- | --- |
| 2.12 Leases
The determination of whether an arrangement is (or contains) a lease is based on the substance of the arrangement at the inception of the lease. The arrangement is (or contains) a lease if fulfilment of the arrangement is dependent on the use of a specific asset or assets and the arrangement conveys a right to use the asset or assets, even if that right is not explicitly specified in an arrangement.

Company as a lessee
The Company assesses whether a contract is or contains a lease, at inception of the contract. The Company recognises a right-of-use asset and a corresponding lease liability with respect to all lease arrangements in which it is the lessee, except for short-term leases (defined as leases with a lease term of 12 months or less) and leases of low value assets. For these leases, the Company recognises the lease payments as an operating expense on a straight-line basis over the lease term, unless another systematic basis is more representative of the time pattern in which economic benefits from the leased assets are consumed. Contingent and variable rentals are recognized as expense in the periods in which they are incurred. | |
| 2.13 Earnings per Share
Basic Earnings Per Share is computed by dividing the net profit or loss after tax for the year (without taking impact of OCI) attributable to the equity shareholders' by weighted average number of shares outstanding during the year. The weighted average numbers of shares also includes fixed number of equity shares that are issuable on conversion of compulsorily convertible preference shares, debentures or any other instrument, from the date consideration is receivable (generally the date of their issue) of such instruments.

| SOMANY EXCEL VITRIFIED PRIVATE LIMITED
CIN: U26955WB2015PTC274839
Notes to financial statements as at and for the year ended March 31, 2025 | | | | |
| --- | --- | --- | --- | --- |
| | As At
March 31, 2025 | As At
March 31, 2024 | | |
| 3 Other Non Current Assets
(Unsecured, Considered Good Unless Stated Otherwise)
Capital Advances * | 326.50 | 376.50 | | |
| | 326.50 | 376.50 | | |
| * Represents payment made to parties for purchase of parcel of land in Rajasthan, where the Company is in the process of finalising the terms and conditions. The company is confident of either completing the process of acquisition in near future or getting the refund in case the land acquisition does not materialize. In this regard, during the year company has received refund of Rs. 50 lakhs and balance amount has been considered good. | | | | |
| 4 Inventories
(Valued at Lower of Cost and Net Realisable Value)
Stock-in-trade | 46.48 | 7.24 | | |
| | 46.48 | 7.24 | | |
| 5 Trade Receivables
Unsecured, Considered good
-Receivable from Related Party | 82.24 | 11.30 | | |
| -Receivable from others | 39.20 | 19.98 | | |
| Total | 121.44 | 31.28 | | |
| Trade Receivables ageing schedule for the period ended March 31, 2025 | | | | |
| Outstanding for following periods from due date of payment | | | | |
| Particulars | Not Due | Less than 6 months | 6 months -1 year | 1-2 Years |
| (i) Undisputed Trade receivables – considered good | 86.88 | 34.56 | - | - |
| Trade Receivables ageing schedule for the period ended March 31, 2024 | | | | |
| Outstanding for following periods from due date of payment | | | | |
| Particulars | Not Due | Less than 6 months | 6 months -1 year | 1-2 Years |
| (i) Undisputed Trade receivables – considered good | 11.30 | 19.98 | - | - |
| 6 Cash and cash equivalents | | | | |
| Balance with banks:
-On Current Account | 11.39 | | 19.03 | |
| | 11.39 | | 19.03 | |
| 7 Current Tax Assets (net)
Advance Tax ( Net of provision for tax of Rs. 8.29 lakhs) | 0.30 | | - | |
| | 0.30 | | - | |
| 8 Other Current Assets
Balance with Govt. Authorities (GST) | 10.42 | | 2.54 | |
| | 10.42 | | 2.54 | |

| SOMANY EXCEL VITRIFIED PRIVATE LIMITED
CIN: U26955WB2015PTC274839
Notes to financial statements as at end of the year ended March 31, 2025 | | |
| --- | --- | --- |
| | As At
March 31, 2025 | As At
March 31, 2024 |
| 9 Share Capital
Authorised | | |
| Equity Shares 80,00,000 (March 31, 2024 - 80,00,000) of Rs. 10/- each
Preference Shares 20,00,000 (March 31, 2024 - 20,00,000) of Rs. 10/-
each | 800.00 | 800.00 |
| | 200.00 | 200.00 |
| | 1,000.00 | 1,000.00 |
| Issued, Subscribed and Paid up | | |
| Equity Shares 35,10,000 (March 31, 2024 - 35,10,000) of Rs 10/- each
fully paid up | 351.00 | 351.00 |
| | 351.00 | 351.00 |

a. Terms and rights attached to equity shares

The Company has only one class of Equity Shares having face value of Rs. 10/- each and each shareholder is entitled to one vote per share. Each shareholders have the right in profit / surplus in proportion to amount paid up with respect to share holder. In the event of winding up, the equity shareholders will be entitled to receive the remaining balance of assets if any, in proportionate to their individual shareholding in the paid up equity capital of the company.

b. Reconciliation of number of shares outstanding at the beginning and end of the year :

	Number of Shares
Share outstanding in the beginning of the year	35,10,000
Equity Shares issued during the year in consideration for cash	-
Equity Shares bought back during the year	-
Share outstanding at the end of the year	35,10,000

c. (i) Share Capital held by Holding Company

Somaniy Ceramics Ltd. (with its nominees)	35,10,000

(ii) List of shareholders holding more than 5% of the Equity

Share Capital of the Company (In numbers)
Somaniy Ceramics Ltd. (Holding Company)(with its nominees)	35,10,000
	35,10,000

d. Shareholdings of Promoters at the end of March 31, 2025

S. No.	Promoter Name	Numbers of Shares	% of total Shares	% Change during the year
i)	Somaniy Ceramics Ltd. (with its nominees)	35,10,000	100.00	-

Shareholdings of Promoters at the end of March 31, 2024

S. No.	Promoter Name	Numbers of Shares	% of total Shares	% Change during the year
i)	Somaniy Ceramics Ltd. (with its nominees)	35,10,000	100.00	-

10 Other Equity

Retained earnings

Balance at the beginning of the year	49.34	45.08
Transfer from Statement of Profit and Loss	24.65	4.26
Closing Balance	73.99	49.34

Total of Reserves & Surplus

73.99	49.34

Nature and Purpose of Reserves

(i) Retained Earnings- Retained Earnings represents profit that the Company has earned till date.

138

| SOMANY EXCEL VITRIFIED PRIVATE LIMITED
CIN: U26955WB2015PTC274839
Notes to financial statements as at and for the year ended March 31, 2025 | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- |
| | | As At
March 31, 2025 | | As At
March 31, 2024 | | | |
| 11 Trade Payables | | | | | | | |
| Outstanding dues of Micro Enterprises and Small Enterprises | | | 90.86 | | 35.68 | | |
| Outstanding dues of Creditors other than Micro Enterprises and Small Enterprises | | | 0.27 | | - | | |
| | | | 91.13 | | 35.68 | | |
| Trade Payables ageing schedule for the period ended March 31, 2025 | | | | | | | |
| Particulars | Unbilled | Not Due | Less than 1 year | 1-2 years | 2-3 years | More than 3 years | Total |
| (i) MSME | - | 90.86 | - | - | - | - | 90.86 |
| (ii) Others | - | 0.27 | - | - | - | - | 0.27 |
| Trade Payables ageing schedule for the period ended March 31, 2024 | | | | | | | |
| Particulars | Unbilled | Not Due | Less than 1 year | 1-2 years | 2-3 years | More than 3 years | Total |
| (i) MSME | - | 35.68 | - | - | - | - | 35.68 |
| (ii) Others | - | - | - | - | - | - | - |
| * Refer Note No. 26 | | | | | | | |
| 12 Other Financial Liabilities (Current) | | | | | | | |
| Other Payables | | | - | | 0.46 | | |
| | | | - | | 0.46 | | |
| 13 Other Current Liabilities | | | | | | | |
| Statutory Dues | | | 0.42 | | 0.05 | | |
| | | | 0.42 | | 0.05 | | |
| 14 Current Tax Liabilities (net) | | | | | | | |
| Provision for Income Tax (PY Net of provision of tax of Rs. 1.08 lakhs) | | | - | | 0.06 | | |
| | | | - | | 0.06 | | |

| SOMANY EXCEL VITRIFIED PRIVATE LIMITED
CIN: U26955WB2015PTC274839
Notes to financial statements for the year ended March 31, 2025 | | |
| --- | --- | --- |
| | For the year ended March 31, 2025 | For the year ended March 31, 2024 |
| 15 Revenue from Operations | | |
| Sale of traded goods | 409.89 | 65.81 |
| | 409.89 | 65.81 |
| 16 Other Income | | |
| Interest Income on Fixed Deposits | 0.77 | 0.70 |
| | 0.77 | 0.70 |
| 17 Change in Inventories of Stock-in-Trade | | |
| Closing Stock | | |
| Stock-in-Trade | 46.48 | 7.24 |
| | 46.48 | 7.24 |
| Less: Opening Stock | | |
| Stock-in-Trade | 7.24 | - |
| | - | - |
| (Increase)/ Decrease in Stock | (39.24) | (7.24) |
| 18 Finance Cost | | |
| Interest Expense on self assessment tax | 0.01 | - |
| | 0.01 | - |
| 19 Other Expenses | | |
| Rent | 0.26 | 0.24 |
| Bank Charges (Rs. 472) | 0.00 | - |
| Insurance | 0.49 | - |
| Legal & Professional Expenses | 6.79 | 1.52 |
| Auditors Fees- Statutory Audit | 0.25 | 0.25 |
| Auditors Fees- Other Certification | 0.15 | 0.15 |
| Other Expenses | 0.19 | 0.19 |
| | 8.13 | 2.35 |
| 20 Earning per share | | |
| Total Profit/(Loss) for the period | 24.64 | 4.26 |
| Weighted average number of equity shares of Rs. 10/- each | 35,10,000 | 35,10,000 |
| EPS - Basic and Diluted (Per share in Rs.) | 0.70 | 0.12 |

141

| SOMANY EXCEL VITRIFIED PRIVATE LIMITEDCIN: U2695SWB201SPTC274839
Notes to financial statements as at and for the year ended March 31, 2025
(Rs. in Lakhs) | | |
| --- | --- | --- |
| 25 Revenue recognised under contracts
Revenue from Operations
a) The disaggregation of revenue earned under contracts as per Ind AS-115 is as follows : | 2024-2025 | 2023-2024 |
| Revenue recognised at the point of time
Sale of Traded Goods | 409.89 | 65.81 |
| b) Revenue-related receivables at the year end: | As at March 31, 2025 | As at March 31, 2024 |
| Trade receivables (Refer Note No.5) | 121.44 | 31.28 |
| c) Revenue-related payables at the year end: | - | - |
| d) Reconciling the amount of revenue recognised during the year in the statement of profit and loss at the contracted price : | 2024-2025 | 2023-2024 |
| Revenue as per contracted price
Less: Reductions towards variable consideration components
Revenue from operations as per statement of profit and loss | 409.89
-
409.89 | 65.81
-
65.81 |
| e) Impairment in Trade receivables are disclosed as 'Allowance for expected credit loss' amounting Nil (Previous yearNil) | | |
| 26 Disclosure under Section 22 of the Micro, Small and Medium Enterprises Development Act, 2006 (MSMED) | | |
| Particulars | As at March 31, 2025 | As at March 31, 2024 |
| a) Amount payable to suppliers under MSMED as at the end of the accounting year
- Principal
- Interest due thereon | 90.86
- | 35.68
- |
| b) Payment made to suppliers beyond the appointed day during the year
- Principal
- Interest due thereon | -
- | -
- |
| c) Amount of interest due and payable for delay in payment (which have been paid but beyond the appointed day during the year) but without adding the interest under MSMED | - | - |
| d) Amount of interest accrued and remaining unpaid as at the end of the accounting year | - | - |
| e) Amount of further interest due and payable even in the succeeding year, until such date when the interest dues as above are actually paid | - | - |
| Note: Dues to Micro, Small Enterprises have been determined to the extent such parties have been identified on the basis of information collected by the management. This has been relied upon by the auditors. | | |

143

| SOMANY EXCEL VITRIFIED PRIVATE LIMITEDCIN: U26955WB2815PTC274839
Notes to financial statements as at and for the year ended March 31, 2025
(Rs. in Lakhs) | | | | |
| --- | --- | --- | --- | --- |
| 27 Financial instruments – Fair values and risk management
I. Fair value measurements
A. Financial instruments by category | | | | |
| | As at March 31, 2025 | | As at March 31, 2024 | |
| | FVTPL | Amortised Cost | FVTPL | Amortised Cost |
| Trade receivables | - | 121.44 | - | 31.28 |
| Cash and cash equivalents | - | 11.39 | - | 39.03 |
| | - | 132.83 | - | 50.31 |
| Financial Liabilities | | | | |
| Trade payables | - | 91.13 | - | 35.68 |
| Other current financial liabilities | - | - | - | 0.46 |
| | - | 91.13 | - | 36.14 |
| B. Financial assets and liabilities measured at amortised cost | | | | |
| | As at March 31, 2025 | | As at March 31, 2024 | |
| | Carrying Amount | Fair Value | Carrying Amount | Fair Value |
| Trade receivables | 121.44 | 121.44 | 31.28 | 31.28 |
| Cash and cash equivalents | 11.39 | 11.39 | 19.03 | 19.03 |
| | 132.83 | 132.83 | 50.31 | 50.31 |
| Financial Liabilities | | | | |
| Trade payables | 91.13 | 91.13 | 35.68 | 35.68 |
| Other current financial liabilities | - | - | 0.46 | 0.46 |
| | 91.13 | 91.13 | 36.14 | 36.14 |
| The carrying amounts of trade receivable, cash and cash equivalents, other current financial assets & other current financial liabilities are considered to be the same as their fair values, due to their short-term nature.
II. Financial risk management
The Company has exposure to the following risks arising from financial instruments:
- credit risk;
- liquidity risk; and
- market risk
I. Risk management framework
The Company's board of directors has overall responsibility for the establishment and oversight of the Company's risk management framework. The board of directors has established the processes to ensure that executive management controls risks through the mechanism of properly defined framework.
The Company's risk management policies are established to identify and analyse the risks faced by the Company, to set appropriate risk limits and controls and to monitor risks and adherence to limits. Risk management policies and systems are reviewed by the board annually to reflect changes in market conditions and the Company's activities. The Company, through its training and management standards and procedures, aims to maintain a disciplined and constructive control environment in which all employees understand their roles and obligations.
II. Credit risk
Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Company's receivables from customers and investments in debt securities.
The carrying amount of financial assets represents the maximum credit exposure. The Company monitor credit risk very closely. The Management impact analysis shows credit risk and impact assessment as low. | | | | |

| SOMANY EXCEL VITRIFIED PRIVATE LIMITEDCIN: U26955WR2015PTC274839
Notes to financial statements as at and for the year ended March 31, 2025 | | | | |
| --- | --- | --- | --- | --- |
| iii. Liquidity risk
Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Company's approach to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are fallen due.
(a) Maturities of financial liabilities
The following are the remaining contractual maturities of financial liabilities at the reporting date. The amounts are gross and undiscounted, and exclude contractual interest payments and the impact of netting agreements. | | | | |
| | Carrying Amounts
March 31, 2025 | On demand | Contractual cash flows
Less Than 1 year | 1-5 years
More than 5 years |
| Non-derivative financial liabilities
Trade payables | 91.13 | - | 91.13 | - |
| Other current financial liabilities | - | - | - | - |
| Total non-derivative liabilities | 91.13 | - | 91.13 | - |
| | Carrying Amounts
March 31, 2024 | On demand | Contractual cash flows
Less Than 1 year | 1-5 years
More than 5 years |
| Non-derivative financial liabilities
Trade payables | 35.68 | - | 35.68 | - |
| Other current financial liabilities | 0.46 | - | 0.46 | - |
| Total non-derivative liabilities | 36.14 | - | 36.14 | - |
| iv. Market risk
Market risk is the risk that changes in market prices – such as foreign exchange rates and interest rates – will affect the Company's income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimizing the return.
Currency Risk
The Company uses derivatives like forward contracts to manage market risks on account of foreign exchange and various debt instruments on account of interest rates. All such transactions are carried out within the guidelines set by the Risk Management Committee. Generally, the Company seeks to apply hedge accounting to manage volatility in profit or loss.
Interest Rate Risk
The company currently is not exposed to interest rate risk as the Company does not have any borrowings on reporting dates. | | | | |
| | For the year ended
March 31, 2025 | | For the year ended
March 31, 2024 | |
| 28 Payments to Auditors :
Statutory audit fee | 0.25 | | 0.25 | |
| Certification / Limited Review Fees | 0.15 | | 0.15 | |
| Total | 6.40 | | 6.40 | |
| 29 Segment Reporting
According to Ind AS 108, identification of operating segments is based on Chief Operating Decision Maker (CODM) which is the Board of Directors of the company approach for making decisions about allocating resources to the segment and assessing its performance. The business activity of the company falls within single operating segment viz. Trading of Goods and substantially sale of the product is within the country. The Gross income and profit from the other segment is below the norms prescribed in Ind AS 108. Hence, the disclosure requirement of Ind AS 108 of 'Segment Reporting' is not considered applicable.
Revenue from operations is entirely to domestic customers
Customer contributing more than 10% of Revenue: | | | | |
| Particulars | For the year ended
March 31, 2025 | | For the year ended
March 31, 2024 | |
| SOMANY SANITARY WARE PVT. LTD. | 210.36 | | 36.43 | |
| RESA SANITARYWARE LLP | 68.45 | | 10.63 | |
| META BATHWARE LLP | 58.25 | | 6.94 | |

145

SOMANY EXCEL VITRIFIED PRIVATE LIMITEDCIN: U26955W82015PTC274839

Notes to financial statements as at and for the year ended March 31, 2025

30 Capital management

The Company's policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence and to sustain future development of the business. Management monitors the return on capital as well as the level of dividends to ordinary shareholders. The Company may take appropriate steps in order to maintain, or if necessary adjust, its capital structure.

The following table summarises the capital of the Company

Particulars	31.03.2025	31.03.2024
Equity Share Capital	351.00	351.00
Other Equity	49.34	45.08
Total Equity	400.34	396.08
Current Borrowings	-	-
Total Debts	-	-

31 Changes in Liabilities and Asset from Financing Activities are as under:

Particulars	31.03.2025	Cash Flow	Non-Cash Changes
			Foreign Exchange Movement	Others	31.03.2024
Short-term borrowings	-	-	-	-	-
Share Capital	351.00	-	-	-	351.00
Total liabilities from financing activities	351.00	-	-	-	351.00

32

a) The Company does not have any benami property, and no proceeding has been initiated or pending against the Company for holding any benami property.
b) The Company does not have any transactions with companies struck off.
c) The Company does not have any charges or satisfaction which is yet to be registered with Registrar of Companies beyond the statutory period.
d) The Company have not traded or invested in crypto currency or virtual currency during the financial year.
e) The Company have not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding that the intermediary shall:
(i). Directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company (ultimate beneficiaries) or
(ii). Provide any Guarantee, Security, or the like to or on behalf of the Ultimate Beneficiaries.
f) The Company have not received any fund from any Person(s) or Entity(ies), including Foreign Entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall:
(i). Directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the funding party (ultimate beneficiaries) or
(ii). Provide any Guarantee, Security, or the like on behalf of the ultimate beneficiaries.
g) The company has not been sanctioned working capital limit in excess of Rs. 5 crore, in aggregate, at any points of time during the year, from bank on the basis of security of current assets.
h) The Company has no such transaction which is not recorded in the Books of Accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961).
i) The Company have not been declared willful defaulter by any Banks or any other Financial Institution at any time during the financial year.
j) The Company has used an accounting software for maintaining its books of account which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the software.

33 The figures for the previous periods have been regrouped/ rearranged, wherever considered necessary, to conform current period classifications.

The accompanying notes form an integral part of these financial statements

As per report of even date attached

For LODHA & CO LLP

Chartered Accountants

Firm Registration No. 301051E/E300284

GAURAV LODHA

Partner

M. No. 507462

Place : New Delhi

Date: April 28, 2025

For and on behalf of Board of Directors

Ravi Kant

Director

DIN: 06938074

CA INDIA

Anuj Jindal & Co. CHARTERED ACCOUNTANTS

To the Members of SR Continental Limited

Report on the Audit of the Financial Statements

Opinion

We have audited the accompanying financial statements of SR Continental Limited (“the Company”), which comprise the Balance Sheet as at March 31, 2025, the Statement of Profit and Loss, the Statement of Change in Equity and the Cash Flow Statement for the year then ended, and notes to the financial statements, including a summary of significant accounting policies and other explanatory information (hereinafter referred to as “the financial statements”).

Basis for Opinion

We conducted our audit of the financial statements in accordance with the Standards on Auditing (SAs), as specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the ‘Auditor’s Responsibilities for the Audit of the Financial Statements’ section of our report. We are independent of the Company in accordance with the ‘Code of Ethics’ issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence, we have obtained, is sufficient and appropriate to provide a basis for our audit opinion on the financial statements.

Information other than Financial Statements Auditor’s report Thereon

For Somani Erad
Regd. Office: H. No. 71, Ground Floor, E/4, Sector-7, Rohini, Delhi-110085
Tel.: +91 98730-50457 • E-mail: [email protected]

For Somani Ceramics Limited
Authorised Signatory

202, 2nd Floor, Vardhaman Premium Mall, Deepali, Pitampura, 110034

Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

When we read the Annual Report, if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance and take necessary actions, as applicable under the applicable laws and regulations.

Responsibilities of Management for the Financial Statements

The Company's Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows and statement of changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under section 133 of the Act, read with the Companies (Indian Accounting Standards) Rules, 2015 and Companies (Indian Accounting Standards) Amendment Rules, 2016 as amended. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The Board of Directors are also responsible for overseeing the Company's financial reporting process.

Auditor's Responsibilities for the Audit of the Financial Statements

fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter

should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

As required by the Companies (Auditor’s Report) Order, 2020 (“the Order/”CARO”), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the “Annexure A” a statement on the matters specified in paragraphs 3 and 4 of the Order.

(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit of the aforesaid financial statement;

(b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books;

(c) the Balance Sheet, the Statement of Profit and Loss, changes in equity and the Cash Flow Statement dealt with by this Report are in agreement with the books of account maintained for the purpose of preparation of the financial statement;

(d) In our opinion, the aforesaid financial statements comply with the Indian Accounting Standards referred in Section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules, 2014;

(e) On the basis of the written representations received from the directors as on March 31, 2025, taken on record by the Board of Directors, none of directors who submitted written representation, is disqualified as on March 31, 2025 from being appointed as a director in terms of Section 164 (2) of the Act;

(f) With respect to the adequacy of the internal financial controls with reference to financial statements of the Company with reference to these financial statements and the operating effectiveness of such controls, refer to our separate Report in “Annexure B” to this report;

(g) The Company has not paid any remuneration to its Directors, therefore, provisions of section 197 of the Act are not applicable; and

(h) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, as amended in our opinion and to the best of our information and according to the explanations given to us:

a. The Company does not have any pending litigation which would impact its financial position.

b. The Company did not have any long-term contracts including derivative contracts on which there were any material foreseeable losses.

c. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

149

i. The management has represented that, to the best of its knowledge and belief, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other persons or entities, including foreign entities ("Intermediaries"), with the understanding, whether recorded in writing or otherwise, that the Intermediaries shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

ii. The management has represented, that, to the best of its knowledge and belief, no funds have been received by the Company from any persons or entities, including foreign entities ("Funding Parties"), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries; and

e. Based on such audit procedures, we have considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-clause d(i) and d(ii) contain any material mis-statement.

f. The Company has not declared any dividend during the year, hence reporting for compliance u/s 123 of Companies Act 2013 is not applicable.

g. The reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 is applicable from 1 April 2024. Based on our examination which included test checks, the Company has used accounting software for maintaining its books of account, which have a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the respective software, also the audit trail has been preserved by the Company as per the statutory requirements for record retention.

For Anuj Jindal & Co.
Chartered Accountant
Firm Reg. No. – 034302N

Anuj Jindal
Memb. No. – 522354
UDIN: 25522354Brd SSA 9445

Place: Noida
Date: 25 Apr 2025

150

Annexure ‘A’ to Independent Auditor’s Report of even date to members of SR Continental Limited on the financial statements as of and for the year ended March 31, 2025 (Referred to in paragraph 1 of our report of even date on the other legal and regulatory requirements)

(i) (a)

(A) The Company has generally maintained proper records showing full particulars including quantitative details and situation of Property, Plant and Equipment.

(B) The Company does not have any intangible assets. Therefore, the provisions of Clause 3(i)(a)(B) of the Order are not applicable to the Company.

(b) Property, Plant and Equipment were physically verified by the management at the year end and no material discrepancies were noticed on such verification.

(c) The title deeds of immovable properties included in property, plant and equipment, if any, are held in the name of the Company.

(d) On the basis of our examination of records of the Company, the Company has not revalued any of its property, plant and equipment during the year. The Company has no right of use assets and intangible assets during the year. Therefore, provisions of clause 3(i)(d) of the Order are not applicable to the Company.

(e) According to the information and explanations given to us, no proceeding has been initiated or is pending against the Company for holding any benami property under the Prohibition of Benami Property Transactions Act, 1988 and the rules made thereunder. Therefore, provisions of clause 3(i)(e) of the Order are not applicable to the Company.

(ii)

(a) According to the information and explanations given to us & records examined by us, the inventory, as available during the year has been physically verified by the management and in our opinion, coverage and procedure of such verification by the management is appropriate. No discrepancies of 10% or more in the aggregate for each class of inventory were noticed as compares to the book records.

(b) According to the information and explanations given to us, no working capital limit was sanctioned during the period by any bank or financial institution on the basis of security of current assets. Therefore, provisions of clause 3 (ii)(b) of the Order are not applicable to the Company.

(iii) Based on the books of account examined by us and according to information and explanation given to us, during the year the Company has not granted any loan

151

covered in the register maintained under section 189 of the Companies Act, 2013. Therefore, the provisions of clause 3(iii) of the Order are not applicable to the Company.

(iv) According to information and explanations given by the management and as per books of accounts examined by us, during the period, the company has not granted any loan, and provided no guarantee and security covered under section 185 and 186 of the Companies Act, 2013 and made no investments under Section 186 of the Act. Therefore, provisions of clause 3 (iv) of Order are not applicable to the Company.

(v) The Company has not accepted any deposit or amount which are deemed to be deposits covered under sections 73 to 76 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 (as amended) during the period. Therefore, provisions of clause 3(v) of the Order are not applicable to the Company.

(vi) The Central Government has not prescribed the maintenance of cost records under section 148 (1) of the Act read with Companies (Cost Records and Audit) Rules, 2014 for the business carried out by the Company. Therefore, provisions of clause 3(vi) of the Order are not applicable to the Company.

(vii)(a) According to the records of the Company examined by us, the Company is generally regular in depositing undisputed statutory dues, including Goods and Services Tax, Provident Fund, Employees' State insurance, Income-tax, Sales tax, Service tax, Duty of customs, Duty of excise, Value Added tax, cess and any other statutory dues where applicable to it, with the appropriate authorities. There were no undisputed outstanding statutory dues as at the year-end for a period of more than six months from the date they become payable, if any.

(b) According to the information and explanation given to us and the records of the Company examined by us, there are no statutory dues referred to in sub-clause (a) on account of any dispute. Therefore, the provisions of clause 3(vii)(b) of the Order are not applicable to the Company.

(viii) According to the information and explanations given to us, there are no transactions which have not been recorded in the books of account but have been surrendered or disclosed as income in the tax assessments under the Income Tax Act, 1961 during the year.

(ix)(a) The Company has not taken any loans or other borrowings from any lender. Hence reporting under clause (ix)(a) of the Order is not applicable.

(b) According to the information and explanations given to us, the Company has not been declared willful defaulter by any bank or financial institution or other lender.

(c) Based on the books of account examined by us, no term loans were taken by the company during the year. Accordingly, this clause is not applicable on the Company.

(d) The Company has not raised any funds on short term basis. Hence reporting under Clause (ix)(d) of the order is not applicable.

152

(e) On overall examination of the financial statement of the Company, the Company has not taken any funds from any entity or person on account of or to meet the obligation of its subsidiaries.

(f) The company has not raised any loans during the year, hence reporting on clause (ix)(f) of the order is not applicable.

(x)(a) During the year, the Company has not raised any money by way of initial public offer or further public offer (including debt instruments). Therefore, provisions of clause 3(x)(a) of the order are not applicable to the Company.

(xi)

(a) Based upon the audit procedures performed and considering the principles of materiality outlined in Standards on Auditing for the purpose of reporting the true and fair view on the financial statements and according to the information and explanations given to us, we have neither come across any instance of fraud by the Company or on the Company noticed or reported during the year nor we have been informed of any such case by the management during the course of the audit.

(b) No report under sub-section 12 of section 143 of the Companies Act, 2013 has been filed by auditors in Form ADT-4 as prescribed under rule 13 of the Companies (Audit and Auditors) Rules, 2014 with the Central Government.

(c) According to the information and explanations given to us, no whistle blower complaints were received by the Company during the year.

(xii) In our opinion and according to the information and explanations given to us, the Company is not a Nidhi Company and therefore, the provisions of clause 3(xii) of the order are not applicable to the Company.

(xiii) According to the information and explanations given to us and based on our examination of the records of the Company, transactions with the related parties are in compliance with section 177 and 188 of the Companies Act, 2013 where applicable and details for the same have been disclosed in the financial statements as required by the applicable Indian Accounting Standards.

(xiv) According to the information and explanations given to us, internal audit under section 138 of the Companies Act 2013 is not applicable to the Company. Therefore, provisions of clause 3(xiv) of order are not applicable to the Company.

(xv) According to the information and explanations given by the management, the Company has not entered into any non-cash transactions with its director.

153

persons connected with them as referred to in section 192 of the Companies Act, 2013. Therefore, the provisions of clause 3(xv) of the Order are not applicable to the Company.

(xvi) (a) According to the information and explanation given to us, the Company is not required to be registered under section 45-IA of the Reserve Bank of India Act 1934. Therefore, the provisions of clause 3(xvi)(a) of the Order are not applicable to the Company.

(b) In our opinion, the Company has not conducted any Non-Banking Financial or Housing Finance activities during the year. Therefore, the provisions of clause 3(xvi)(b) of the Order are not applicable to the Company.

(c) In our opinion, the Company is not a Core Investment Company (CIC) as defined in the regulations made by the Reserve Bank of India. Therefore, the provisions of clause 3(xvi)(c) of the Order are not applicable to the Company.

(d) According to the representations given by the management, there is no CIC as part of the Group. Accordingly, the provisions of clause 3(xvi)(d) of the order are not applicable.

(xvii) The Company has not incurred earned cash losses in the current financial year and in the immediately preceding financial year. Therefore, the provisions of clause 3(xvii) of the order are not applicable to the Company.

(xviii) There has been no resignation of the statutory auditor during the year. Therefore, the provisions of clause 3(xviii) of the order are not applicable to the Company.

(xix) According to the information and explanations given to us and on the basis of the financial ratios, ageing and expected dates of realization of financial assets and payment of financial liabilities, other information accompanying the financial statements, our knowledge of the Board of Directors and management plans and based on our examination of the evidence supporting the assumptions, nothing has come to our attention, which causes us to believe that any material uncertainty exists as on the date of the audit report, that the Company is not capable of meeting its liabilities existing at the date of balance sheet as and when they fall due within a period of one year from the balance sheet date. We, however, state that this is not an assurance as to the future viability of the Company. We further state that our reporting is based on the facts up to the date of the audit report and we neither give any guarantee nor any assurance that all liabilities falling due within a period of one year from the balance sheet date, will get discharged by the Company as and when they fall due.

(xx) The Company is not required to make CSR expense under section 135 of the Companies Act, 2013. Therefore, provisions of clause 3(xx) of the Order are not applicable to the company.

(xxi) The company has not consolidated financial statement of its wholly owned subsidiary in view of para 4 of Ind AS 110 and hence reporting under clause xxi of the order is not applicable.

For Anuj Jindal & Co.
Chartered Accountant
Firm Reg. No. – 030402N

Anuj Jindal
Memb. No. – 522354
UDIN: 25522354BMISSA 9445

Place: Noida
Date: 25 Apr 2025

155

ANNEXURE B

Annexure B to Independent Auditor's Report of even date to the members of SR Continental Limited on the Financial Statements as of and for the year ended on March 31, 2025 (refer to in paragraph 2(F) of our report on other legal and regulatory requirements)

We have audited the internal financial controls over financial reporting of SR Continental Limited ("the Company") as of March 31, 2025 in conjunction with our audit of the financial statements of the Company for the year ended on that date.

The Company's management is responsible for establishing and maintaining internal financial controls based on the internal control over the financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to Company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Our responsibility is to express an opinion on the Company's internal financial controls with reference to financial statements based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the "Guidance Note") and the standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those standards and the Guidance note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls with reference to financial statements was established and maintained and if such controls operated effectively in all material respects.

financial controls with reference to financial statements, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor's judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company's internal financial controls system with reference to financial statements.

Meaning of Internal Financial Controls with reference to Financial Statement

A Company's internal financial control over financial reporting with reference to financial statements is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal financial control over financial reporting with reference to financial statements includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorization of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls with reference to Financial Statement

Because of the inherent limitations of Internal Financial Controls over Financial Reporting with reference to these financial statements, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting with reference to these financial statements to future periods are subject to the risk that the internal financial controls over financial reporting with reference to these financial statements may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion the Company has, in all material respects, an adequate internal financial controls system with reference to financial statements and such internal financial controls with reference to these financial statements were operating effectively as at March 31, 2025, based on the internal control over the financial reporting criteria established by the company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India.

For Anuj Jindal & Co.
Chartered Accountant
Firm Reg. No. – 034302N

Anuj Jindal
Memb. No. – 522354
UDIN: 25522354BmJSSA9445

158

159
| SR Continental Limited | | | |
| --- | --- | --- | --- |
| CIN : US5101DL1979PLC317439 | | | |
| Balance sheet as at March 31, 2025 | | | |
| (Rs in Lakhs) | | | |
| | Note No. | As at March 31, 2025 | As at March 31, 2024 |
| ASSETS | | | |
| Non-current assets | | | |
| Property, Plant and Equipment | 3 | 7.63 | 7.89 |
| Financial assets | | | |
| (i) Investments | 4 | 251.00 | 251.00 |
| (ii) Other financial assets | 5 | 0.15 | 0.15 |
| Deferred tax assets (net) | 6 | - | 8.17 |
| | | 258.78 | 267.21 |
| Current assets | | | |
| Financial assets | | | |
| (i) Trade receivables | 7 | 29.00 | 440.63 |
| (ii) Cash and cash equivalents | 8 | 6.21 | 124.41 |
| (iii) Bank balances other than (ii) above | 9 | 253.17 | 108.56 |
| (iv) Other current financial assets | 10 | 0.12 | - |
| Current tax assets (net) | 11 | 0.18 | 0.82 |
| Other current assets | 12 | 3.95 | 3.04 |
| | | 292.63 | 677.46 |
| Total assets | | 551.41 | 944.66 |
| EQUITY AND LIABILITIES | | | |
| Equity | | | |
| Equity share capital | 13 | 268.50 | 268.50 |
| Other equity | 14 | 199.32 | 162.27 |
| | | 467.82 | 430.77 |
| Liabilities | | | |
| Current liabilities | | | |
| Financial liabilities | | | |
| (i) Trade payables | 15 | | |
| Outstanding dues of Micro Enterprises and Small Enterprises | | | - |
| Outstanding dues other than Micro Enterprises and Small Enterprises | | 77.92 | 500.16 |
| Other current liabilities | 16 | 5.67 | 13.73 |
| | | 83.59 | 513.89 |
| Total liabilities | | 83.59 | 513.89 |
| Total equity and liabilities | | 551.41 | 944.66 |
| Material Accounting Policies and Notes forming integral part of Financials Statements | | | |
| 1 to 30 | | | |
| As per report of even date attached | | | |
| For Anuj Jindal & Co.
Chartered Accountants
[Firm Regn. No. - 034302N]

Anuj Jindal
Partner
Membership No. :- 522354

Place : Noida
Date : April 25, 2025
MINI - 25522354BMTS5A9445 | | | |

160
| SR Continental Limited
CIN: US5101DL1979PLC317439
Statement of Profit and Loss for the year ended March 31, 2025
(Rs in Lakhs) | | | |
| --- | --- | --- | --- |
| Particulars | Note No. | For the year ended March 31, 2025 | For the year ended March 31, 2024 |
| Revenue | | | |
| Revenue from operations | 17 | 290.37 | 475.53 |
| Other income | 18 | 11.93 | 8.08 |
| Total Revenue | | 302.30 | 483.61 |
| Expenses | | | |
| Purchase of Stock in Trade | | 247.71 | 422.33 |
| Depreciation and Amortization expense | 3 | 0.26 | 0.28 |
| Other expenses | 19 | 4.81 | 5.24 |
| Total Expenses | | 252.78 | 427.85 |
| Profit/(Loss) Before Exceptional and Extraordinary Items and Tax | | 49.52 | 55.76 |
| Exceptional Items | | - | - |
| Profit/(Loss) before tax | | 49.52 | 55.76 |
| Tax expense: | | | |
| (1) Current tax | | 4.30 | - |
| (2) Deferred Tax | | 8.17 | (2.45) |
| Profit/(loss) for the period | | 37.05 | 58.21 |
| Other Comprehensive Income | | | |
| (1) Items that will not be reclassified to profit & loss | | - | - |
| (2) Items that will be reclassified to profit & loss | | - | - |
| Total comprehensive income for the period | | 37.05 | 58.21 |
| Basic & Diluted Earnings Per Equity Share (Per Share Value of Rs. 10 each) | 20 | 1.38 | 2.17 |
| Material Accounting Policies and Notes forming integral part of Financials Statements | 1 to 30 | | |
| As per report of even date attached
For and on behalf of the Board of Directors | | | |
| For Anuj Jindal & Co.
Chartered Accountants
(Firm Regn. No. - 034302N)
Anuj Jindal
Partner
Membership No. :- 522354
Place : Noida
Date : April 25, 2025 | Kumar Sunit
Director
DIN: 08110182
Ravi Kant
Director
DIN: 06938074 | | |

SR Continental Limited
CIN: U55101DL1979PLC317439
Statement of Cash Flows for the year ended March 31, 2025
(Rs in Lakhs)

Particulars	For the year ended March 31, 2025	For the year ended March 31, 2024
A. Cash Flow from Operating Activities
Net Profit/(Loss) before tax as per Statement of Profit & Loss	49.52	55.76
i. Adjustment for :-
Depreciation	0.26	0.28
Sundry balance written back	-	(0.27)
Interest received	(11.15)	(6.85)
Operating Profit/(Loss) Before Working Capital Changes	38.63	48.92
ii. Movements in working capital :-
Increase / (Decrease) in Trade Payables	(422.24)	498.85
Increase / (Decrease) in Other Current Liabilities	(8.07)	8.02
(Increase)/ Decrease in Trade Receivables	411.62	(440.63)
(Increase)/ Decrease in Other Current Assets	(0.91)	(1.51)
Net Cash generated/(used in) operating activities	19.03	113.65
Less : Income Tax Paid (net of refunds)	(3.66)	(0.27)
NET CASH FLOW FROM/(USED IN) OPERATING ACTIVITIES (A)	15.37	113.38
B. Cash Flow from Investment Activities
Movement in fixed deposit	(144.62)	(0.87)
Interest received	11.03	6.85
NET CASH FLOW FROM/(USED IN) INVESTING ACTIVITIES (B)	(133.58)	5.97
Net Increase/( Decrease ) in Cash and Cash Equivalents (A+B)	(118.21)	119.35
Cash and Cash Equivalents at the beginning of the year	124.41	5.06
Cash and Cash Equivalents at the end of the year	6.21	124.41
Notes :
a) The above cash flow has been prepared under the Indirect Method set out in Indian Accounting Standards (Ind AS-7) -Statement of Cash Flows.
b) Cash & Cash Equivalents represents cash and bank balances (Refer note no.8).
(c) Additional Disclosure required under Ind AS 7, (Refer note no.28)

As per report of even date attached
For and on behalf of the Board of Directors

For Anuj Jindal & Co.
Chartered Accountants
(Firm Regn. No. - 034302N)

Anuj Jindal
Partner
Membership No. :- 522354

Place : Noida
Date : April 25, 2025
008N- 25528854Rmt 55A9445

Kumar Sunit
Director
DIN: 08110182

Ravi Kant
Director
DIN: 06938074

161

SR Continental Limited
CIN: U55101DL1979PLC317439
Statement of Changes in Equity for the year ended March 31, 2025

(a) Equity share capital
| As at March 31, 2025 | | As at March 31, 2024 | |
| --- | --- | --- | --- |
| No. of Shares | Amount | No. of Shares | Amount |
| 26,85,000 | 268.50 | 26,85,000 | 268.50 |
| - | - | - | - |
| 26,85,000 | 268.50 | 26,85,000 | 268.50 |

Balance at the beginning of the year
Changes in equity share capital during the year
Balance at the end of the reporting year

(b) Other equity

Reserves and Surplus
General reserve	Retained earnings	Other Comprehensive Income	Total
79.05	25.01	-	104.06
-	58.21	-	58.21
-	-	-	-
79.05	83.22	-	162.27
79.05	83.22	-	162.27
-	37.06	-	37.06
-	-	-	-
79.05	120.28	-	199.32
79.05	120.28	-	199.32

Balance at March 31, 2023
Profit /(Loss) for the year
Other comprehensive income for the year
Total comprehensive income for the year

Balance at March 31, 2024
Profit /(Loss) for the year
Other comprehensive income for the year
Total comprehensive income for the year

Balance at Mar 31, 2025
79.05 120.28 - 199.32

Material Accounting Policies and Notes forming integral part of Financial Statements

As per report of even date attached
For and on behalf of the Board of Directors

For Anuj Jindal & Co.
Chartered Accountants
(Firm Name: No. 1014302N)
MEMB. No. 522354
Anuj Jindal
Partner and Acct
Membership No. :- 522354

Kumar Sunit
Director
DIN: 08110182

Ravi Kant
Director
DIN: 06938074

Place : Noida
Date : April 25, 2025
U0TN1- 25522354BMISSA9N45

162

SR Continental Limited
CIN : US5101DL1979PLC317439
Notes to Financial Statements for the year ended March 31, 2025

1 Corporate and General Information

SR Continental Limited referred to as “the Company” is domiciled in India. The registered office of the Company is at 82/19, Bhakewa Road, Mundka, New Delhi.

The financial statements of the Company for the year ended March 31, 2025 were approved for issue in accordance with a resolution of the directors on April 25, 2025.

2 Material Accounting Policies

2.1 Basis of Preparation

The financial statements of SR Continental Limited (“the Company”) comply in all material aspects with Indian Accounting Standards (“Ind AS”) as prescribed under section 133 of the Companies Act, 2013 (“the Act”), as notified under the Companies (Indian Accounting Standards) Rules, 2015, as amended and other accounting principles generally accepted in India.

2.2 Basis of measurement

The financial statements have been prepared under the historical cost convention on accrual basis. Further, financial assets and liabilities are remeasured at fair value at each reporting date, wherever applicable.

2.3 Functional and presentation currency

These financial statements are presented in Indian National Rupee (“INR”), which is the Company’s functional and presentation currency. All Amounts have been rounded to the nearest Lakhs, unless otherwise indicated.

2.4 Use of judgements and estimates

Judgements

Classification of leases into finance and operating lease
Classification of financial assets: assessment of business model within which the assets are held.

Assumptions and estimation uncertainties

163

SR Continental Limited
CIN : US5101DL1979PLC317439
Notes to Financial Statements for the year ended March 31, 2025

2.5 Classification of Assets and Liabilities as Current and Non-Current

The Company presents assets and liabilities in the balance sheet based on current/non-current classification.

An asset is treated as current when it is:
- Expected to be realised or intended to be sold or consumed in normal operating cycle;
- Held primarily for the purpose of trading;
- Expected to be realised within twelve months after the reporting period, or
- Cash and Cash equivalents unless restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period.

A liability is treated as current when it is:
- Expected to be settled in normal operating cycle;
- Held primarily for the purpose of trading;
- Expected to be settled within twelve months after the reporting period, or
- there is no unconditional right to defer the settlement of the liability for at least twelve months after the reporting period.

Deferred tax assets and liabilities are classified as non-current assets/liabilities.

The Company has ascertained the operating cycle as 12 months for the purpose of current and non-current classification of assets and liabilities.

2.6 Property, Plant and Equipment

Recognition and Measurement

If significant parts of an item of property, plant and equipment have different useful lives, then they are accounted for as a separate item (major components) of property, plant and equipment.

Subsequent Measurement

Subsequent expenditure is capitalised only if it is probable that there is an increase in the future economic benefits associated with the expenditure will flow to the company.

Depreciation

Depreciation on fixed assets is calculated on WOV Method using the rates arrived at estimated useful lives given in Schedule II of the Companies Act, 2013.

Depreciation on additions to or on disposal of assets is calculated on pro-rata basis.

Depreciation methods, useful lives and residual values are reviewed in each financial year end and changes, if any, are accounted for prospectively.

Individual assets costing below Rs. 5000 are fully depreciated in the year of purchase.

Capital work-in-progress

Capital work-in-progress comprises of assets in the course of construction for production or/and supply of goods or services or administrative purposes, are carried at cost, less any recognised impairment loss. At the point when an asset is operating at management’s intended use, the cost of construction is transferred to the appropriate category of property, plant and equipment. Costs associated with the commissioning of an asset are capitalised where the asset is available for use and commissioning has been completed.

De-recognisation

An item of property, plant and equipment is de-recognised upon disposal or when no future economic benefits are expected to arise from the continued use of the asset. Any gain or loss arising on the disposal or retirement of an item of property, plant and equipment is determined as the difference between net disposal proceeds and the carrying amount of the asset and is recognised in the statement of profit and loss.

2.7 Impairment of non-financial assets

At each reporting date, the Company reviews the carrying amounts of its non-financial assets (other than inventories and deferred tax assets) to determine whether there is any indication on impairment. If any such indication exists, then the recoverable amount of assets is estimated.

MURRIGU JINO
M.B. No. 522354
164

SR Continental Limited
CIN: US5101DL1979PLC317439
Notes to Financial Statements for the year ended March 31, 2025

For impairment testing, assets are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or Cash Generating Unit (CGUs).

The recoverable amount of an asset or CGU is the greater of its value in use and its fair value less costs to sell. Value in use is based on the estimated future cash flows, discounted to their present value using a pretax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset or CGU. An impairment loss is recognised if the carrying amount of an asset or CGU exceeds its recoverable amount.

2.8 Revenue Recognition

Revenue represents net value of goods and services provided to customers after deducting for certain incentives including, but not limited to discounts, volume rebates, incentive programs etc.

2.9 Provisions, Contingent Liabilities

2.10 Measurement of fair value

165

2.11 Financial instruments

(a) Financial Assets

Initial recognition and measurement

All financial assets are recognised initially at fair value plus, in the case of financial assets not recorded at fair value through profit or loss, transaction costs that are attributable to the acquisition of the financial asset.

Classifications

Derecognition of financial assets

A financial asset or a part of a financial asset is primarily derecognised when:

Impairment of financial assets

(b) Financial liabilities

Subsequent measurement

Financial Liabilities measured at amortised cost

Financial liabilities at fair value through profit or loss

Financial liabilities at fair value through profit or loss include financial liabilities held for trading and financial liabilities designated upon initial recognition as at fair value through profit or loss.

Derecognition of financial liabilities

The company derecognises a financial liability when its contractual obligations are discharged or cancelled, or expire.

2.12 Income tax

Income tax expense comprises current and deferred tax. It is recognised in profit or loss except to the extent that it relates to items recognised directly in equity or in Other Comprehensive Income.

Current tax

a) Has a legally enforceable right to set off the recognised amounts; and
b) Intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.

MEMB. No. 522354
166

SR Continental Limited
CIN: US5101DL1979PLC317439
Notes to Financial Statements for the year ended March 31, 2025

Deferred tax

Deferred tax is recognised on differences between the carrying amounts of assets and liabilities in the balance sheet and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognised for all taxable temporary differences. Deferred tax assets are generally recognised for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from initial recognition of goodwill or from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit.

2.13 Leases

Company as a lessor

Company as a lessee

2.14 Cash and cash equivalents

Cash and cash equivalents comprise cash at bank and in hand and short-term deposits with an original maturity of three months or less.

168

SR Continental Limited
CIN: U55101DL1979PLC317439
3. Property, Plant and Equipment (2024-25)
(Rs in Lakhs)

Particulars	Gross Block				Depreciation				Net Block
	As at March 31, 2024	Additions	Deletions	As at Mar 31, 2025	As at March 31, 2024	For the year	Deletions	As at Mar 31, 2025	As at Mar 31, 2025	As at March 31, 2024
Tangible Assets
Freehold land	1.00	-	-	1.00	-	-	-	-	1.00	1.00
Building	9.54	-	-	9.54	2.65	0.26	-	2.91	6.63	5.89
Total	10.54	-	-	10.54	2.65	0.26	-	2.91	7.65	7.89

Property, Plant and Equipment (2023-24)
(Rs in Lakhs)

Particulars	Gross Block				Depreciation				Net Block
	As at March 31, 2023	Additions	Deletions	As at Mar 31, 2024	As at March 31, 2023	For the year	Deletions	As at Mar 31, 2024	As at Mar 31, 2024	As at March 31, 2023
Tangible Assets
Freehold land	1.00	-	-	1.00	-	-	-	-	1.00	1.00
Building	9.54	-	-	9.54	2.37	0.28	-	2.65	6.89	7.17
Assets under Finance Lease
Total	10.54	-	-	10.54	2.37	0.28	-	2.65	7.89	8.17

SR Continental Limited
CIN : US5101DL1979PLC317439
Notes to Financial Statements for the year ended Mar 31, 2025
(Rs in Lakhs)

| | As at
Mar 31, 2025 | As at
March 31, 2024 |
| --- | --- | --- |
| 4 Investments | | |
| A. Investment in equity instruments (fully paid-up) | | |
| Unquoted | | |
| Equity Shares | | |
| 25,10,000 Equity Shares (Previous year - 25,10,000 Equity Shares) of Rs.10/- each of SRCL Buildwell Private Limited | 251.00 | 251.00 |
| | 251.00 | 251.00 |
| Aggregate cost of Unquoted Investments | 251.00 | 251.00 |
| 5 Other non-current financial assets | | |
| (Unsecured, Considered Good Unless Stated Otherwise) | | |
| Security Deposits (With Government Departments) | 0.15 | 0.15 |
| | 0.15 | 0.15 |
| 6 Deferred tax Assets (net) | | |
| Deferred Tax Assets | | |
| Brought forward losses | | 8.17 |
| MAT Credit Entitlement | | - |
| Sub- Total (a) | - | 8.17 |
| Deferred Tax Liabilities | - | - |
| Sub- Total (b) | - | - |
| Net Deferred Tax Asset (a)-(b) | - | 8.17 |
| 7 Trade Receivables | | |
| (Unsecured) | | |
| Considered Good | 29.00 | 440.63 |
| Considered Doubtful-Credit Impaired | - | - |
| | 29.00 | 440.63 |
| Less: Allowances for credit losses | | |
| Total | 29.00 | 440.63 |

Trade Receivables ageing schedule for the period ended Mar 31, 2025

Outstanding for following periods from due date of payment
Particulars	Not Due	Less than 6 months	6 months 1 year	1-2 Years	2-3 years	More than 3	Total
(i) Undisputed Trade receivables – considered good	29.00						29.00

Trade Receivables ageing schedule for the period ended March 31, 2024

Outstanding for following periods from due date of payment
Particulars	Not Due	Less than 6 months	6 months 1 year	1-2 Years	2-3 years	More than 3 years	Total
(i) Undisputed Trade receivables – considered good	397.53	43.10					440.63

169

| SR Continental Limited
CIN: US5101DL1979PLC317439
Notes to Financial Statements for the year ended Mar 31, 2025 | | |
| --- | --- | --- |
| | As at
Mar 31, 2025 | As at
March 31, 2024 |
| 8 Cash and cash equivalents
Balance with banks: | | |
| -On Current Account | 6.14 | 124.34 |
| Cash in hand | 0.07 | 0.07 |
| | 6.21 | 124.41 |
| 9 Other bank balances | | |
| Fixed Deposits | 253.17 | 108.56 |
| | 253.17 | 108.56 |
| 10 Other current financial assets | | |
| Accrued Interest | 0.12 | - |
| | 0.12 | - |
| 11 Current tax assets (net) | | |
| Advance Tax/Tax Deducted at Source (Net of Provision of
Rs. 4.30 Lakhs , PY Nil) | 0.18 | 0.82 |
| | 0.18 | 0.82 |
| 12 Other current assets | | |
| Prepaid Expenses | 2.25 | 2.52 |
| GST Receivable | 1.70 | 0.52 |
| | 3.95 | 3.04 |

| SR Continental Limited
CIN: US5101DL1979PLC317439
Notes to Financial Statements for the year ended Mar 31, 2025 | | | | |
| --- | --- | --- | --- | --- |
| | | As at Mar 31, 2025 | As at March 31, 2024 | |
| 13 Share capital
Authorised:
1,00,00,000 (As at March 31,2024 - 1,00,00,000) equity shares of Rs.10/- each
Issued, subscribed & fully paid up:
26,85,000 (As at March 31,2024 - 26,85,000) Equity Shares of Rs 10/- each | | | | |
| | | 1000.00 | 1,000.00 | |
| | | 268.50 | 268.50 | |
| | | 268.50 | 268.50 | |
| a. Terms and rights attached to equity shares
The Company has only one class of Equity Shares having face value of Rs. 10/- each and each shareholder is entitled to one vote per share.
Each shareholders have the right in profit / surplus in proportion to amount paid up with respect to share holder. In the event of winding up,
the equity shareholders will be entitled to receive the remaining balance of assets if any, in proportionate to their individual shareholding in
the paid up equity capital of the company. | | | | |
| b. Reconciliation of number of shares outstanding at the beginning and end of the year : | | | | |
| | | Number of Shares | Amount | |
| Outstanding at the March 31,2023 | | 26,85,000 | 268.50 | |
| Equity Shares issued during the year in consideration for cash | | - | - | |
| Outstanding at the March 31,2024 | | 26,85,000 | 268.50 | |
| Equity Shares issued during the year in consideration for cash | | - | - | |
| Outstanding at the March 31,2025 | | 26,85,000 | 268.50 | |
| c. Shareholders holding more than 5% shares in the company | | | | |
| | As at Mar 31, 2025 | | As at March 31, 2024 | |
| | No. of Shares | Percentage | No. of Shares | Percentage |
| Somany Ceramics Limited the holding company (with its nominees) | 26,85,000 | 100 | 26,85,000 | 100 |
| d. Shareholdings of Promoters at the end of Mar 31, 2025 | | | | |
| S. No. Promoter Name | Numbers of Shares | % of total Shares | % Change during the year | |
| I Somany Ceramics Ltd | 26,85,000 | 100.00 | - | |
| Shareholdings of Promoters at the end of March 31, 2024 | | | | |
| S. No. Promoter Name | Numbers of Shares | % of total Shares | % Change during the year | |
| I Somany Ceramics Ltd | 26,85,000 | 100.00 | - | |
| 14 Other equity | | | | |
| a. General reserve | | | | |
| Balance at the beginning of the year | | | 79.05 | 79.05 |
| Add: Transfer from retained earnings | | | - | - |
| Balance at the end of the year | | | 79.05 | 79.05 |
| b. Retained earnings | | | | |
| Balance at the beginning of the year | | | 83.22 | 25.01 |
| Add: Net profit for the year | | | 37.06 | 58.21 |
| | | | 120.28 | 83.22 |
| c. Other Comprehensive Income | | | | |
| Other Comprehensive Income | | | - | - |
| Total of Reserve & Surplus (a+b+c) | | | 199.33 | 162.27 |

171

| SR Continental Limited
CIN: U55101DL1979PLC317439
Notes to Financial Statements for the year ended Mar 31, 2025 (Rs in Lakhs) | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- |
| | | As at
Mar 31, 2025 | | As at
March 31, 2024 | | | |
| 15 Trade Payables | | | | | | | |
| Outstanding dues of Micro Enterprises and Small Enterprises # | | - | | - | | | |
| Outstanding dues of Creditors other than Micro Enterprises and Small Enterprises | | 77.92 | | 500.16 | | | |
| | | 77.92 | | 500.16 | | | |
| # The Company has not received the information from vendors regarding their status as micro & small enterprise under Micro, Small and Medium Enterprises Development Act, 2006 (MSMED Act); hence, details are provided to the extent available. | | | | | | | |
| Trade Payables ageing schedule for the period ended Mar 31, 2025 | | | | | | | |
| Particulars | Unbilled | Not Due | Less than 1 year | 1-2 years | 2-3 years | More than 3 years | Total |
| (i) MSME | - | - | - | - | - | - | - |
| (ii) Others | - | 77.92 | - | - | - | - | 77.92 |
| Trade Payables ageing schedule for the period ended March 31, 2024 | | | | | | | |
| Particulars | Unbilled | Not Due | Less than 1 year | 1-2 years | 2-3 years | More than 3 years | Total |
| (i) MSME | - | - | - | - | - | - | - |
| (ii) Others | - | 498.63 | 0.30 | - | 1.23 | - | 500.16 |
| *Outstanding dues of Micro Enterprises & Small Enterprises. | | | | | | | |
| 16 Other current liabilities | | | | | | | |
| Statutory dues | | | | | 0.10 | | 7.89 |
| Security Deposit | | | | | 3.85 | | 3.85 |
| Advance from Customers | | | | | 0.18 | | - |
| Other Liabilities | | | | | 1.55 | | 1.99 |
| | | | | | 5.68 | | 13.73 |

SR Continental Limited
CIN : U55101DL1979PLC317439
Notes to the statement of Profit and Loss
(Rs in Lakhs)

	For the year ended Mar 31, 2025	For the year ended March 31, 2024
17 Revenue from operations
Sales of traded goods	290.14	475.53
Other operating revenue
Insurance claim received	0.23	-
	290.37	475.53
Significant changes in contract assets and liabilities
There has been no significant changes in contract assets. Further, the Company had no contract liability balance at the beginning and end of the period and therefore no disclosure has been made towards Revenue recognised in relation to contract liabilities.
Disaggregation of Revenue
Revenue arises from Trading of Tiles & Allied products.
Assets and Liabilities related to contracts with customers is as below:
Contract assets related to sale of goods
Trade Receivables	29.00	440.63
Contract liabilities related to sale of goods
Advance from customers	0.18	-
18 Other Income
Interest Received	11.16	6.85
Rent Received	0.78	0.96
Sundry balance written back	-	0.27
	11.94	8.08
19 Other expenses
Insurance (net)	1.07	1.70
Rates and Taxes	0.39	0.38
Bank Charges	0.01	0.01
Legal & Professional Charges	1.61	1.89
Statutory Audit Fees	0.35	0.35
Auditor out of Pocket Expenses	0.01	0.02
Audit Certification Charges	0.15	0.15
Miscellaneous expenses	1.22	0.74
	4.81	5.24
20 Earning per share
Total profit/ (loss) for the year	37.06	58.21
Weighted average number of equity shares of Rs. 10/- each	26,85,000	26,85,000
EPS - Basic and Diluted (in Rs.)	1.38	2.17

MEMB No. 522354
173

174

| 5R Continental Limited
CIN: US5101DL1979PLC317439
Notes to financial statements for the year ended March 31, 2025 | | | (Rs in Lakhs) |
| --- | --- | --- | --- |
| | | As at March 31, 2025 | As at March 31, 2024 |
| 21 | Contingent liabilities, contingent assets and commitments | | |
| A. | Contingent liabilities (not provided for) | - | - |
| B. | Commitments | | |
| | Estimated amount of Contracts remaining to be executed on Capital Account not provided for [Net of Advances] | NIL | NIL |
| 22 | RELATED PARTIES DISCLOSURES IN ACCORDANCE WITH IND AS 24 "RELATED PARTY DISCLOSURES" | | |
| A. | Related parties and their relationships as per Ind AS 24 | | |
| i | Holding Company | | |
| | Somany Ceramics Limited | | |
| ii | Wholly Owned Subsidiary | | |
| | SRCL Buildwell Private Limited | | |
| iii | Fellow Subsidiary | | |
| | Somany Bathware Limited | | |
| | Sudha Somany Ceramics Limited | | |
| | Somany Plastrelle Private Limited | | |
| | Amora Tiles Private Limited (Upto Nov'30, 2024) | | |
| | Vicon Ceramic Private Limited | | |
| | Vintage Tiles Private Limited | | |
| | Acer Granito Private Limited (Upto Nov'30, 2024) | | |
| iv | Enterprises over which Key Management Personnel and their relatives exercise significant influence and with whom transactions have taken place during the year | | |
| | H.L. Somany Foundation | | |
| B. | Transactions with the above in the ordinary course of business | | |
| | Particulars | For the year ended March 31, 2025 | For the year ended March 31, 2024 |
| | Nature of Transactions | | |
| a) | With wholly Owned Subsidiary | | |
| | -SRCL Buildwell Private Limited | | |
| | i Payment made on behalf | 0.18 | - |
| a) | With Holding Company are as under | | |
| | -Somany Ceramics Limited | | |
| | i. Rent Received | 0.24 | 0.24 |
| | ii Support service received | 1.20 | 0.60 |
| | iii Reimbursement of Expenses to Holding Company | 1.05 | 0.72 |
| | Closing balance | | |
| | ‘Receivable | 0.03 | - |
| | Payable | 0.06 | 0.20 |
| b) | With Fellow Subsidiary are as under | | |
| | -Somany Bathware Limited | | |
| | i. Rent Received | 0.07 | 0.24 |
| | Closing balance | | |
| | i. Receivable | - | 0.07 |
| | -Sudha Somany Ceramics Limited | | |
| | i. Purchase of Goods | 74.17 | 159.20 |
| | Closing balance | | |
| i. | Payable | 41.05 | 188.14 |

174

| SR Continental Limited
CIN: US5101DL1979PLC317439
Notes to financial statements for the year ended March 31, 2025
(Rs in Lakhs) | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- |
| Particulars | | | | | For the year ended March 31, 2025 | For the year ended March 31, 2024 | |
| -Somany Plastrelle Private Limited | | | | | | | |
| i. Rent Received
Purchase of Goods
Closing balance | 0.24 | 0.24 | | | | | |
| | | | | 13.80 | 57.76 | | |
| | | | | 0.07 | 0.07 | | |
| I. Payable | | | | - | 68.16 | | |
| -Amora Tiles Private Limited | | | | | | | |
| i. Purchase of Goods
Closing balance | 8.00 | 9.98 | | | | | |
| | | | | - | 11.77 | | |
| -Vicon Ceramic Private Limited | | | | | | | |
| i. Purchase of Goods
Closing balance | 18.19 | 18.72 | | | | | |
| | | | | - | 22.09 | | |
| -Vintage Tiles Private Limited | | | | | | | |
| i. Purchase of Goods
Closing balance | 17.50 | 66.54 | | | | | |
| | | | | - | 78.52 | | |
| -Acer Granito Private Limited | | | | | | | |
| i. Purchase of Goods
Closing balance | 21.88 | 47.19 | | | | | |
| | | | | - | 55.68 | | |
| c) With Other Related Parties are as under:-H.L.Somany Foundation | | | | | | | |
| i. Rent Received | | | | 0.24 | 0.24 | | |
| 23 Analytical Ratios | | | | | | | |
| S. No. | Particular | Numerator (A) | Denominator (B) | March'25 | March'24 | % of variance | Reason for variance |
| i | Current Ratio | Current Assets | Current Liabilities | 3.50 | 1.32 | 165.22% | Decrease in Trade payables & increase in other bank balances |
| ii | Return on Equity Ratio | Net Profits after taxes | Average Net worth | 8.25% | 14.49% | -43.09% | Decrease in Sales |
| iii | Inventory turnover ratio | Sales | Closing Inventory | NA | NA | | |
| iv | Trade Receivables turnover ratio | Credit Sales | Closing Trade Receivables | 10.00 | 1.08 | 100.00% | Decrease in trade receivables |
| v | Trade payables turnover ratio | Credit Purchases | Closing Trade Payable | 3.18 | 0.84 | 276.49% | Decrease in purchases. |
| vi | Net capital turnover | Sales | Working capital | 1.43 | 12.15 | -88.22% | Decrease in sales. |
| vii | Net profit ratio | Net profit | Sales | 12.76% | 12.34% | 3.40% | |
| viii | Return on Capital employed | Landing before tax on purchases | Capital Employed | 10.59% | 12.94% | -18.20% | |

SR Continental Limited
CIN: US5101DL1979PLC317439
Notes to financial statements for the year ended March 31, 2025

24 Financial instruments – Fair values and risk management

I. Fair value measurements

A. Financial instruments by category

Particulars	As at March 31, 2025		As at March 31, 2024
	FVTPL	Amortised Cost (Rs. In Lakhs)	FVTPL	Amortised Cost (Rs. In Lakhs)
Financial assets
Non Current investment	-	251.00	-	251.00
Trade receivables	-	29.00	-	440.63
Cash and cash equivalents	-	6.21	-	124.41
Bank balances other than above	-	253.17	-	108.56
Other current financial assets	-	0.12	-	-
-Non Current	-	0.15	-	0.15
	-	539.77	-	924.74
Financial liabilities
Trade payables	-	77.92	-	500.16
	-	77.92	-	500.16

B. Financial assets and liabilities measured at amortised cost

Particulars	As at March 31, 2025		As at March 31, 2024
	Carrying Amount	Fair Value	Carrying Amount	Fair Value
Financial assets
Non-Current Investment	251.00	251.00	251.00	251.00
Loans	-	-	-	-
-Current	-	-	-	-
Trade receivables	29.00	29.00	440.63	440.63
Cash and cash equivalents	6.21	6.21	124.41	124.41
Bank balances other than above	253.17	253.17	108.56	108.56
Others	-	-	-	-
Non Current	0.15	0.15	0.15	0.15
Current	0.12	0.12	-	-
	539.65	539.65	924.75	924.75
Financial liabilities
Trade payables	77.92	77.92	500.16	500.16
	77.92	77.92	500.16	500.16

The carrying amounts of trade receivables, trade payables, capital creditors and cash and cash equivalents and other bank balances are considered to be the same as their fair values, due to their short-term nature.

8. Financial risk management

The Company has exposure to the following risks arising from financial instruments:

credit risk;
liquidity risk; and
market risk

I. Risk management framework

The Company's board of directors has overall responsibility for the establishment and oversight of the Company's risk management framework. The board of directors has established the processes to ensure that risks are controlled through the mechanism of properly defined framework.

The Company's risk management policies are established to identify and analyse the risks faced by the Company, to set appropriate risk limits and controls and to monitor risks and adherence to limits. Risk management policies and systems are reviewed by the board annually to reflect changes in market conditions and the Company's activities. The Company, through its training and management standards and procedures, aims to maintain a disciplined and constructive control environment in which all concerned understand their roles and obligations.

ii. Credit risk

The carrying amount of financial assets represents the maximum credit exposure. The Company monitors credit risk very closely. The Management impact analysis shows credit risk and impact assessment as low.

iii. Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Company's approach to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are fallen due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company's reputation.

iv. Market risk

Market risk is the risk that changes in market prices – such as interest rates – will affect the Company's income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimizing the return.

176

SR Continental Limited
CIN: US5101DL1979PLC317439
Notes to financial statements for the year ended March 31, 2025

	March 31, 2025	March 31, 2024
25 Payments to Auditors :
Statutory audit fee	0.35	0.35
Reimbursement of Expenses	0.01	0.02
Certification Charges	0.15	0.15
Total	0.51	0.52

26 Based on the information available, as identified by the management there are certain vendors who have confirmed that they are covered under the Micro, Small and Medium Enterprises Development Act, 2006. Disclosures relating to dues of Micro and Small enterprises under section 22 of 'The Micro, Small and Medium Enterprises Development Act, 2006, are given below:

Sr. No	Particulars	As at March 31, 2025	As at March 31, 2024
a)	i) Principal amount remaining unpaid at the end of the accounting year	-	-
	ii) Interest due on above	-	-
b)	i) Interest paid by the Company in terms of Section 16 of MSMED Act.	-	-
	ii) Payment made to supplier beyond the appointed day during the year.	-	-
c)	The amount of interest due and payable for the period of delay in making payment (which	-	-
d)	The amount of interest accrued and remaining unpaid at the end of financial year.	-	-
e)	The amount of further interest remaining due and payable even in succeeding years, until such	-	-

27 Segment Reporting

According to Ind AS 108, identification of operating segments is based on Chief Operating Decision Maker (CODM) approach for making decisions about allocating resources to the segment and assessing its performance. The business activity of the company falls within one broad business segment viz. "Ceramic Tiles and Allied products" and substantially sale of the product is within the country. The Gross income and profit from the other segment is below the norms prescribed in Ind AS 108. Hence, the disclosure requirement of Ind AS 108 of 'Segment Reporting' is not considered applicable.

28 Capital management

Particulars	As at March 31, 2025	As at March 31, 2024
Equity Share Capital	268.50	268.50
Other Equity	199.32	162.27
Total Equity	467.82	430.77
Non-Current Borrowings
Current Borrowings	-
Total Debts

29 Changes in Liabilities and Asset from Financing Activities are as under:

Particulars	March 31, 2025	Cash Flow	Non-Cash Changes		March 31, 2024
			Foreign Exchange	Others
Short-term borrowings	-	-	-	-	-
Issue of Share Capital	268.50	-	-	-	268.50
Total liabilities from financing	268.50	-	-	-	268.50

Changes in Liabilities and Asset from Financing Activities are as under:

Particulars	March 31, 2024	Cash Flow	Non-Cash Changes		March 31, 2023
			Foreign Exchange	Others
Short-term borrowings	-	-	-	-	-
Issue of Share Capital	268.50	-	-	-	268.50
Total liabilities from financing	268.50	-	-	-	268.50

30 (i) The Company has invested a sum of Rs.251.00 Lacs (Previous Year Rs.251.00 Lacs) in the equity share capital of SRCL Buildwell Private Ltd. (SBPL), its wholly owned subsidiary, to expand its business activities. SBPL has so far utilized 50 Lakhs for the purpose the funds were so raised and balance 200 Lakhs has been temporarily parked in fixed deposit with the bank.
(ii) The company has not prepared consolidated financial statement in view of para 4 (a) of Ind AS 110 - "Consolidated Financial Statements".
(iii) The Company does not have any benami property, and no proceeding has been initiated or pending against the Company for holding any benami property.
(iv) The Company does not have any transactions with companies struck off.
(v) The Company does not have any charges.
(vi) The Company has not traded or invested in crypto currency or virtual currency during the financial year.
(vii) The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (intermediaries) with the understanding that the intermediary shall:
(a) Directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company (ultimate beneficiaries) or
(b) Provide any Guarantee, Security, or the benefit of the Ultimate Beneficiaries.
(viii) The company has not borrowed from any bank or federal institutions.

177

(ix) The Company has no such transaction which is not recorded in the Books of Accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961.

(x) The Company has not been declared willful defaulter by any Banks or any other Financial Institution at any time during the financial year.

(xi) The provisions of section 135 of Corporate Social Responsibility are not applicable to the Company hence no related disclosures required.

(xii) There are no exceptional items requiring disclosure.

(xiii) Clause 87 of Section 2 of the Act read with Companies (Restriction on number of Layers) Rules, 2017, is not applicable to the Company as the Company has only one subsidiary company.

Material Accounting Policies and Notes forming integral part of Financials Statements

For Anuj Jindal & Co.
Chartered Accountants
(Firm Regn. No. - 034302N)

Place : Noida
Date : April 25, 2025
DDIN : 25522354QMTISSA9445

LODHA & CO LLP Chartered Accountants

12, Bhagat Singh Marg, New Delhi - 110 001, India
Telephone: 91 11 23710176 / 23710177 / 23364671 / 2414
E-mail: [email protected]

Independent Auditor's Review Report

The Board of Directors of

Somany Bathware Limited

We have reviewed the accompanying Statement of unaudited financial results of Somany Bathware Limited ('the Company') for the quarter ended 31st December 2025 and year to date results for the period from 1st April 2025 to 31st December 2025 ("the Statement") attached herewith being submitted for the reason stated in para 4 below. The preparation of the Statement in accordance with the recognition and measurement principles laid down in Ind AS-34, Interim Financial Reporting prescribed u/s 133 of the Companies Act, 2013 read with relevant rules issued thereunder (as amended) and other accounting principles generally accepted in India, is the responsibility of the Company's management and has been approved by the Board of Directors of the Company. Our responsibility is to issue a conclusion on the Statement based on our review.
We conducted our review of the Statement in accordance with the Standard on Review Engagements (SRE) 2410 "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" issued by the Institute of Chartered Accountants of India. This standard requires that we plan and perform the review to obtain moderate assurance as to whether the Statement is free of material misstatement. A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Standards on Auditing and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
Based on our review conducted as stated in para 2 above, nothing has come to our attention that causes us to believe that the accompanying Statement, prepared in accordance with the recognition and measurement principles laid down in the aforesaid Indian Accounting Standards ('Ind AS') prescribed u/s 133 of the Companies Act, 2013 as amended, read with relevant rules issued there under and other accounting principles generally accepted in India,

Regd. Office: 19, Esplanade Mansions, 14 Government Place East, Kolkata 700069, West Bengal, India. Lodha & Co (ICAI Reg. No. 301051E) a Partnership Firm was converted into Lodha & Co LLP (Identification No. ACE-5752) a Limited Liability Partnership with effect from December 27, 2023 Kolkata Mumbai New Delhi Chennai Hyderabad Jaipur

has not disclosed the information required to be disclosed, or that it contains any material misstatement.

Other Matter

Holding company M/s Somany Ceramics Ltd is a listed company and pursuant to the requirement of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (the "Listing Regulations") is required to publish consolidated quarterly financial results. This report is being issued on an understanding that the statement is not required to be published under any statute being the results of an unlisted Company and are for the limited purpose of consolidation with the Holding Company.

For LODHA & CO LLP

Chartered Accountants

Firm Registration No. 301051E/E300284

(Gaurav Lodha)

Partner

Membership No: 507462

UDIN: 26507462UXRKB M2152

Place: New Delhi

Date: 22nd January 2026

CIN: US1909WB2006PLC273565

Reg. Address: 2, Red Cross Place, West Bengal, Kolkata- 700001, India

Statement of Unaudited Financial Results for the Quarter and Nine Months ended December 31, 2025

(Rs. In Lakhs)

Particulars	Quarter Ended			Nine Months Ended		Year Ended
	31.12.2025	30.09.2025	31.12.2024	31.12.2025	31.12.2024	31.03.2025
	Unaudited	Unaudited	Unaudited	Unaudited	Unaudited	Audited
1. Revenue from operations	-	-	-	-	-	-
2. Other Income	1.63	1.66	1.61	4.92	4.74	6.41
Total Income	1.63	1.66	1.61	4.92	4.74	6.41
3. Expenses
(a) Cost of Materials consumed	-	-	-	-	-	-
(b) Purchases of stock-in-trade	-	-	-	-	-	-
(c) Changes in inventories of finished goods, work-in progress and stock-in trade	-	-	-	-	-	-
(d) Employees benefit expense	-	-	-	-	-	-
(e) Finance Cost	-	-	-	-	-	-
(f) Depreciation & amortization expense	-	-	-	-	-	-
(g) Other expenses	0.53	0.55	0.60	1.41	2.07	3.39
Total expenses (a to g)	0.53	0.55	0.60	1.41	2.07	3.39
4. Profit/(loss) before exceptional items and tax	1.10	1.11	1.01	3.51	2.67	3.02
5. Exceptional Items (Net)	-	-	-	-	-	-
6. Profit before Tax	1.10	1.11	1.01	3.51	2.67	3.02
7. Tax expense
- Current Tax	0.17	0.18	0.16	0.55	0.42	0.47
- Deferred Tax	0.12	0.11	(0.01)	0.37	(0.06)	0.30
- Tax for earlier years	-	-	-	-	-	-
8. Net Profit for the period	0.81	0.82	0.86	2.59	2.31	2.25
9. Other Comprehensive Income (OCI)
a. Items that will not be reclassified to profit or loss (net of tax)	-	-	-	-	-	-
b. Items that will be reclassified to profit or loss (net of tax)	-	-	-	-	-	-
10. Other Comprehensive Income for the period	-	-	-	-	-	-
11. Total Comprehensive Income	0.81	0.82	0.86	2.59	2.31	2.25
12. Paid up Equity Share Capital	50.00	50.00	50.00	50.00	50.00	50.00
13. Other Equity						56.86
14. Earning Per share- In Rs. (face value of Rs. 10/-each)
Basic ( In Rs.)	0.16	0.17	0.17	0.52	0.46	0.45
Diluted ( In Rs.)	0.16	0.17	0.17	0.52	0.46	0.45

Notes :
1. The above results were reviewed and approved by the Board of Directors in their meeting held on January 22,2026 and are prepared for the purpose of consolidation with Somany Ceramics Limited (The Holding Company).Limited Review of these results has been carried out by the Auditors.
2. During the period, the Company has not carried out any operations.
3. The Board of Directors of the Company at its Board Meeting held on 07th November 2025, subject to requisite approvals/consents, approved the proposed Scheme of Amalgamation of Somany Bathware Limited, Somany Excel Vitrified Private Limited and SR continental Limited with and into Somany Ceramics Limited ("Scheme") in terms of Sections 230 to 232 and other applicable provisions of the Companies Act, 2013.

Place : Noida
Date : January 22,2026

For and on behalf of Board of Directors
of SOMANY BATHWARE LIMITED

DIRECTOR
DIN :-10066060

LODHA & CO LLP Chartered Accountants

12, Bhagat Singh Marg, New Delhi - 110 001, India
Telephone: 91 11 23710176 / 23710177 / 23364671 / 2414
E-mail: [email protected]

Independent Auditor's Review Report

The Board of Directors of

Somany Excel Vitrified Private Limited

We have reviewed the accompanying Statement of unaudited financial results of Somany Excel Vitrified Private Limited ('the Company') for the quarter ended December 31, 2025 and year to date results for the period from April 01, 2025 to December 31, 2025 ("the Statement") attached herewith being submitted for the reason stated in para 4 below. The preparation of the Statement in accordance with the recognition and measurement principles laid down in Ind AS-34, Interim Financial Reporting prescribed u/s 133 of the Companies Act, 2013 read with relevant rules issued thereunder (as amended) and other accounting principles generally accepted in India, is the responsibility of the Company's management and has been approved by the Board of Directors of the Company. Our responsibility is to issue a conclusion on the Statement based on our review.
We conducted our review of the Statement in accordance with the Standard on Review Engagements (SRE) 2410 "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" issued by the Institute of Chartered Accountants of India. This standard requires that we plan and perform the review to obtain moderate assurance as to whether the Statement is free of material misstatement. A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Standards on Auditing and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
Based on our review conducted as stated in para 2 above, nothing has come to our attention that causes us to believe that the accompanying Statement, prepared in accordance with the recognition and measurement principles laid down in the aforesaid Indian Accounting Standards ('Ind AS') prescribed u/s 133 of the Companies Act, 2013 as amended, read with relevant rules issued there under and other accounting principles generally accepted in India,

Regd. Office: 19, Esplanade Mansions, 14 Government Place East, Kolkata 700069, West Bengal, India. Lodha & Co (ICAI Reg. No. 301051E) a Partnership Firm was converted into Lodha & Co LLP (Identification No. ACE-5752) a Limited Liability Partnership with effect from December 27, 2023 Kolkata Mumbai New Delhi Chennai Hyderabad Jaipur

has not disclosed the information required to be disclosed, or that it contains any material misstatement.

Other Matter

Holding company M/s Somany Ceramics Ltd is a listed company and pursuant to the requirement of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (the "Listing Regulations") is required to publish consolidated quarterly financial results. This report is being issued on an understanding that the statement is not required to be published under any statute being the results of an unlisted Company and are for the limited purpose of consolidation with the Holding Company.

For LODHA & CO LLP

(Baulva)
(Gaurav Lodha)
Partner
Membership No: 507462
UDIN: 26507462TXQTSI3947
Place: New Delhi
Date: 22nd January 2026

| Somany Excel Vitrified Private Limited
CIN: U26955WB2015PTC274839
Reg. Address: 2 Red Cross Place, Kolkata 700001 | | | | | | |
| --- | --- | --- | --- | --- | --- | --- |
| UNAUDITED FINANCIAL RESULTS FOR THE QUARTER AND NINE MONTHS ENDED DECEMBER 31, 2025 | | | | | | |
| (Rs. in Lakhs) | | | | | | |
| Particulars | Quarter ended | | | Nine Month Ended | | Year ended |
| | 31.12.2025 | 30.09.2025 | 31.12.2024 | 31.12.2025 | 31.12.2024 | 31.03.2025 |
| | Unaudited | Unaudited | Unaudited | Unaudited | Unaudited | Audited |
| 1. Revenue from operations
(a) Gross Sales | 209.58 | 198.34 | 115.86 | 533.90 | 280.13 | 409.89 |
| 2. Other Income | 0.27 | 0.96 | 0.01 | 1.65 | 0.67 | 0.77 |
| Total Income | 209.85 | 199.30 | 115.87 | 535.55 | 280.80 | 410.66 |
| 3. Expenses
(a) Cost of Materials consumed | - | - | - | - | - | - |
| (b) Purchases of stock-in-trade | 221.40 | 189.75 | 105.46 | 506.58 | 276.95 | 408.82 |
| (c) Changes in inventories of finished goods, work-in progress and stock-in trade | (33.16) | (12.59) | (0.57) | (28.06) | (24.29) | (39.24) |
| (d) Employees benefit expense | - | - | - | - | - | - |
| (e) Finance Cost | 0.02 | 0.01 | 0.01 | 0.07 | 0.01 | 0.01 |
| (f) Depreciation & amortization expense | - | - | - | - | - | - |
| (g) Other expenses | 2.65 | 2.41 | 2.12 | 7.19 | 6.12 | 8.14 |
| Total expenses (a to g) | 190.91 | 179.58 | 107.02 | 485.78 | 258.79 | 377.73 |
| 4. Profit/(loss) before exceptional items and tax | 18.94 | 19.72 | 8.85 | 49.77 | 22.01 | 32.93 |
| 5. Exceptional Items (Net) | | | | | | |
| 6. Profit before Tax | 18.94 | 19.72 | 8.85 | 49.77 | 22.01 | 32.93 |
| 7. Tax expense | | | | | | |
| - Current Tax | 4.77 | 4.96 | 2.23 | 12.53 | 5.54 | 8.29 |
| - Deferred Tax | - | - | - | - | - | - |
| - Tax for earlier years | - | - | - | - | - | - |
| 8. Net Profit for the period | 14.17 | 14.76 | 6.62 | 37.24 | 16.47 | 24.64 |
| 9. Other Comprehensive Income (OCI) | | | | | | |
| a. Items that will not be reclassified to profit or loss (net of tax) | - | - | - | - | - | - |
| b. Items that will be reclassified to profit or loss (net of tax) | - | - | - | - | - | - |
| 10. Other Comprehensive Income for the period | | | | | | |
| 11. Total Comprehensive Income | 14.17 | 14.76 | 6.62 | 37.24 | 16.47 | 24.64 |
| 12. Paid up Equity Share Capital | 351.00 | 351.00 | 351.00 | 351.00 | 351.00 | 351.00 |
| 13. Other Equity | | | | | | 73.98 |
| 14. Earning Per share- In Rs. ( face value of Rs. 10/-each) | | | | | | |
| Basic ( In Rs.)- Not annualised | 0.40 | 0.42 | 0.19 | 1.06 | 0.47 | 0.70 |
| Diluted ( In Rs.)- Not annualised | 0.40 | 0.42 | 0.19 | 1.06 | 0.47 | 0.70 |
| Notes:-
1. The Company has only one business segment namely 'Trading of goods'.
2. The above results were reviewed and approved by the Board of Directors in their meeting held on January 22, 2026 and are prepared for the purpose of consolidation with Somany Ceramics Limited (The Holding Company). Limited Review of these results has been carried out by the Auditors.
3. The Board of Directors of the Company at its Board Meeting held on 07th November 2025, subject to requisite approvals/consents, approved the proposed Scheme of Amalgamation of Somany Bathware Limited, Somany Excel Vitrified Private Limited and SR continental Limited with and into Somany Ceramics Limited ("Scheme") in terms of Sections 230 to 232 and other applicable provisions of the Companies Act, 2013. | | | | | | |

184

CA INDIA

Anuj Jindal & Co. CHARTERED ACCOUNTANTS

Limited Review Report

Review Report on quarterly and Nine months unaudited financial results Pursuant to the Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulation 2015, as amended

To the Board of Directors of SR Continental Limited.

We have reviewed the accompanying statement of unaudited standalone financial results ("the Statement") of SR Continental Limited ("the Company") for the quarter and nine month ended December 31, 2025. This Statement is the responsibility of the Company's Management and has been approved by the Board of Directors. Our responsibility is to issue a report on the Statement based on our review.
Based on our review conducted as above, nothing has come to our attention that causes us to believe that the accompanying statement of unaudited financial results read with notes therein, prepared in all material respects in accordance with the applicable accounting standards and other recognized accounting practices and policies, has not disclosed the information required to be disclosed in terms of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, including the manner in which it is to be disclosed, or that it contains any material misstatement.
This report is furnished solely for use of parent company, Somany Ceramics Limited, for the purpose of preparation of consolidated financial results for the quarter and nine month ended December 31, 2025 as required under Regulation 33 of SEBI (Listing Obligation & Disclosure Requirements) 2015 as amended. It is not to be used for any other purpose, or referred to in any other document, or distributed to anyone other than towards the purpose stated above.

For Anuj Jindal & CO.
Firm Regn. No. 034302N
Chartered Accountants

Date: 17 | Jan | 2025
Place: New Delhi
UDIN: 26522354ECAFAF6254

Regd. Office: H. No. 71, Ground Floor, E/4, Sector-7, Rohini, Delhi-110085
Tel.: +91 98730-50457 • E-mail: [email protected]
202, 2nd Floor, Vardhaman Premium Mall, Deepali, Pitampura, Delhi - 110034

186
| SR Continental Ltd
CIN: U55101DL1979PLC317439
(Regd. Office: 82/19, Bhakerwara Road, Mundka, New Delhi - 110041)
STATEMENT OF UNAUDITED RESULTS FOR QUARTER ENDED 31.12.2025 | | | | | | |
| --- | --- | --- | --- | --- | --- | --- |
| Particulars | Quarter ended | | | Nine Month ended | | Year ended |
| | 31.12.2025 | 30.09.2025 | 31.12.2024 | 31.12.2025 | 31.12.2024 | 31.03.2025 |
| | Audited | Unaudited | Audited | Audited | Audited | Audited |
| 1. Revenue from operations | | | | | | |
| (a) Gross Sales | - | 37.70 | 79.72 | 59.25 | 205.23 | 290.37 |
| (b) Other Operating Income | - | - | (0.17) | - | - | - |
| 2. Other Income | 3.52 | 3.63 | 3.41 | 10.87 | 8.41 | 11.93 |
| Total Income | 3.52 | 41.33 | 82.96 | 70.12 | 213.64 | 302.30 |
| 3. Expenses | | | | | | |
| (a) Cost of Materials consumed | - | - | - | - | - | - |
| (b) Purchases of stock- in -trade | - | 30.07 | 66.78 | 47.26 | 176.47 | 247.71 |
| (c) Changes in inventories of finished goods, work-in progress | - | - | - | - | - | - |
| and stock-in trade | - | - | - | - | - | - |
| (d) Employees benefit expense | - | - | - | - | - | - |
| (e) Finance Cost | - | - | - | - | - | - |
| (f) Depreciation & amortization expense | 0.07 | 0.06 | 0.07 | 0.19 | 0.20 | 0.26 |
| (g) Other expenses | 0.87 | 0.81 | 0.88 | 2.47 | 3.63 | 4.81 |
| Total expenses (a to g) | 0.94 | 30.94 | 67.73 | 49.92 | 180.30 | 252.78 |
| 4. Profit/(loss) before exceptional items and tax | 2.58 | 10.39 | 15.23 | 20.20 | 33.34 | 49.52 |
| 5. Exceptional Items (Net) | - | - | - | - | - | - |
| 6. Profit before Tax | 2.58 | 10.39 | 15.23 | 20.20 | 33.34 | 49.52 |
| 7. Tax expense | | | | | | |
| - Current Tax | 0.65 | 2.64 | 0.23 | 5.09 | 0.23 | 4.30 |
| - Deferred Tax | - | (0.88) | 3.61 | - | 8.17 | 8.17 |
| 8. Net Profit for the period | 1.93 | 8.63 | 11.39 | 15.11 | 24.94 | 37.05 |
| 9. Other Comprehensive Income (OCI) | | | | | | |
| a. Items that will not be reclassified to profit or loss (net of tax) | - | - | - | - | - | - |
| b. Items that will be reclassified to profit or loss (net of tax) | - | - | - | - | - | - |
| 10. Other Comprehensive Income for the period | - | - | - | - | - | - |
| 11. Total Comprehensive Income | 1.93 | 8.63 | 11.39 | 15.11 | 24.94 | 37.05 |
| 12. Paid up Equity Share Capital | 268.50 | 268.50 | 268.50 | 268.50 | 268.50 | 268.50 |
| 13. Other Equity | | | | | | 199.30 |
| 14. Earning Per share- In Rs. ( face value of Rs. 10/-each) | | | | | | - |
| Weighted Average number of shares | 26,85,000 | 26,85,000 | 26,85,000 | 26,85,000 | 26,85,000 | 26,85,000 |
| Basic ( In Rs.)- Not annualised | 0.07 | 0.32 | 0.42 | 0.56 | 0.93 | 1.38 |
| Diluted ( In Rs.)- Not annualised | 0.07 | 0.32 | 0.42 | 0.56 | 0.93 | 1.38 |
| Notes:
1. The Business activity of the company falls within the single operating segment viz. 'Ceramic Tiles and Allied products' and hence there is no reportable segment as per
Ind AS- 108 operating segments.
2. The above results were reviewed and approved by the Board of Directors in their meeting held on January 17, 2026 and are prepared for the purpose of consolidation
with Somany Ceramics Limited (The Holding Company). | | | | | | |
| For SR Continental Limited
Sachin Jain
Director
DIN > 07708689 | | | | | | |

Singhi & Co.
Chartered Accountants

Unit No. 1704, 17th Floor
World Trade Tower (WTT), DND Flyway
Sector - 16, Noida 201 301 (India)
+91 (0120) 297 0005, 92055 75996
E [email protected]
www.singhico.com

To the Members of Somany Ceramics Limited

Report on the Audit of the Standalone Financial Statements

We have audited the accompanying standalone financial statements of Somany Ceramics Limited (“the Company”), which comprise the Balance sheet as at March 31, 2025, the Statement of Profit and Loss including Other Comprehensive Income, the Statement of Changes in Equity and the Statement of Cash Flow for the year then ended, and notes to the standalone financial statements, including a summary of material accounting policies and other explanatory information (hereinafter referred to as “the standalone financial statements”).

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by The Companies Act, 2013 (“the Act”) in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2025, its profit including other comprehensive income, the changes in equity and its cash flows for the year ended on that date.

We conducted our audit of the standalone financial statements in accordance with the Standards on Auditing (SAs), as specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the ‘Auditor’s Responsibilities for the Audit of the Standalone Financial Statements’ section of our report. We are independent of the Company in accordance with the ‘Code of Ethics’ issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the standalone financial statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements for the financial year ended March 31, 2025. These matters were addressed in the context of our audit of the standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the matters described below to be the key audit matters to be communicated in our report.

Page 1 of 14
187
For Somany Ceramics Limited
Authorised Signatory

Singhi & Co.
Chartered Accountants
...contd.

S.N.	Key Audit Matter	Auditor's Response
1.	Valuation of trade receivables, loans and other financial assets

The carrying amount of trade receivables, loans and other financial assets of the Company was Rs. 42,984.53 Lakhs as at March 31, 2025.
(Refer Note no. 2.16, 5, 6, 10, 13 and 14 to the standalone financial statements.)

The Company assesses periodically and at each financial year end, the expected credit loss associated with its trade receivables, loans and other financial assets. When there is expected credit loss impairment, the amount and timing of future cash flows are estimated based on historical, current and forward-looking loss experience for assets with similar credit risk characteristics.

We focused on this area because of its significance and the degree of judgment required to estimate the expected credit loss and determining the carrying amount of trade receivables, loans and other financial assets as at the reporting date. Accordingly, due to complexity/ judgement involved in identification of expected credit loss, valuation of trade receivables, loans and other financial assets were determined to be a key audit matter in our audit of the standalone financial statements. | How our audit addressed the key audit matter.

We obtained an understanding of the Company's credit policy for trade receivables, process of approvals and terms and conditions for granting inter corporate deposits (ICD) and business exigencies for other financial assets and evaluated the processes for identifying impairment indicators. We have reviewed and tested the ageing of trade receivables and other financial assets and management's assessment on the credit worthiness of selected customers for trade receivables and recoverability of other receivables.

We have obtained year-end balance confirmations for inter corporate deposits and obtained confirmation from selected customers as on date determined by us. In case of confirmations not received from the customers, we have verified the subsequent realization, wherever received. We further discussed with the key management on the adequacy of the allowance for credit losses recorded by the Company and reviewed the supporting documents provided by management in relation to their assessment.

We have also reviewed adequacy and appropriateness of allowance for credit losses based on available information. Based on our audit procedures performed, we found management's assessment of the recoverability of trade receivables, loans and other financial assets to be reasonable. |
| 2. | Valuation of inventories
As at March 31, 2025, the total carrying amount of inventories was Rs. 19,089.04 Lakhs (Refer Note 2.13 and 8 to the standalone financial statements)

The assessment of impairment of inventories involves significant estimation uncertainty, subjective assumptions and the application of significant judgment.

Reviews are made periodically by management on inventories for obsolescence and decline in net realizable value below cost. Allowances are recorded against the inventories for any such declines based on historical obsolescence and slow-moving history. Key factors considered include the nature of the stock, | How our audit addressed the key audit matter.

We have analyzed the ageing of the inventories, reviewed the historical trend on whether there were significant inventories written off or reversal of the allowances for inventory obsolescence. We conducted a detailed discussion with the key management and considered their views on the adequacy of allowances for inventory obsolescence considering the current economic environment. We have also reviewed the subsequent selling prices in the ordinary course of business and compared against the carrying amounts of the inventories on a sample basis at the reporting date. We found management's assessment of the allowance for inventory obsolescence to be reasonable based on available evidence. |

Page 2 of 14
188
NIDA
D&H
NUR

Singhi & Co.
Chartered Accountants
...contd.

S.N.	Key Audit Matter	Auditor's Response
	its ageing and turnover rate. Accordingly, due to complexity/ judgement involved in inventory valuation, inventory valuation was determined to be a key audit matter in our audit of the standalone financial statements.

Other Information

The Company's Board of Directors are responsible for the other information. The other information comprises the information included in the Annual Report, but does not include the, consolidated financial statements, standalone financial statements and our auditor's reports thereon.

Our opinion on the standalone financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the standalone financial statements, our responsibility is to read the other information and, in doing so, consider whether the such other information is materially inconsistent with the standalone financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of Management for the Standalone Financial Statements

The Company's Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, cash flows and statement of changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards specified under Section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the standalone financial statements, management is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The Board of Directors are also responsible for overseeing the Company's financial reporting process.

Auditor's Responsibilities for the Audit of the Standalone Financial Statements

Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone financial statements.

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SINGHI & CO
INDIA
D.L.HI
N.R.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Evaluate the overall presentation, structure and content of the standalone financial statements, including the disclosures, and whether the standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

Materiality is the magnitude of misstatements in the standalone financial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the standalone financial statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the standalone financial statements.

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Report on Other Legal and Regulatory Requirements

As required by the Companies (Auditor’s Report) Order, 2020 (“the Order”), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the “Annexure A” a statement on the matters specified in paragraphs 3 and 4 of the Order.
A. As required by Section 143(3) of the Act, we report that:

(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit;

(b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books except for the matters stated in paragraph 2B(f) below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014.;

(c) The Balance Sheet, the Statement of Profit and Loss including Other Comprehensive Income, the Statement of Change in Equity and the Statement of Cash Flow dealt with by this Report are in agreement with the books of account;

(d) In our opinion, the aforesaid standalone financial statements comply with the Indian Accounting Standards (Ind AS) specified under Section 133 of the Act;

(e) On the basis of the written representations received from the directors as on March 31, 2025 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2025 from being appointed as a director in terms of Section 164 (2) of the Act;

(f) The modifications relating to the maintenance of accounts and other matters connected therewith are as stated in the paragraph 2A(b) above on reporting under Section 143(3)(b) of the Act and paragraph 2B(f) below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014.

(g) With respect to the adequacy of the internal financial controls with reference to standalone financial statements of the Company and the operating effectiveness of such controls, refer to our separate Report in “Annexure B” to this report;

B. With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, as amended, in our opinion and to the best of our information and according to the explanations given to us:

(a) The Company has disclosed the impact of pending litigations on its financial position in its standalone financial statements – Refer Note 37 to the standalone financial statements;

(b) The Company did not have any material foreseeable losses in long term contracts including derivative contracts;

(c) There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.

(d)

i. The management has represented that, to the best of its knowledge and belief, as disclosed in the Note 59(vii)(a) to the standalone financial statements, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other persons or entities, including foreign entities (“Intermediaries”), with the understanding, whether recorded in writing or otherwise, that the Intermediaries shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries

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DIPLOMATIC BUREAU, INC.

ii. The management has represented, that, to the best of its knowledge and belief, as disclosed in the Note 59(vii)(b) to the standalone financial statements, no funds have been received by the Company from any persons or entities, including foreign entities ("Funding Parties"), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries; and

iii. Based on such audit procedures that have been considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-clause (d)(i) and (d)(ii) above contain any material mis-statement.

(e) As stated in Note 49 to the standalone financial statements

i. The dividend proposed in the previous year, declared and paid by the Company during the year is in accordance with Section 123 of the Act, as applicable.

ii. The Board of Directors of the Company have proposed dividend for the year which is subject to the approval of the members at the ensuing Annual General Meeting. The amount of dividend proposed is in accordance with Section 123 of the Act, as applicable.

(f) Based on our examination, which included test checks, the Company has used accounting softwares for maintaining its books of account which have a feature of recording audit trail (edit log) and that has operated throughout the year for all relevant transactions recorded in the softwares, except that:

i. the feature of recording audit trail (edit log) facility at database level in SAP, the ERP accounting software used for maintaining general ledger and other accounting module was not enabled for a part of the year.

ii. the feature of recording audit trail (edit log) facility at database level of a software provided by a third party which is used by the Company for maintaining payroll was not enabled throughout the year. We were informed by the management that audit trail (edit log) facility at database level in respect of this software has been enabled on April 05, 2025.

During the course of performing procedures, we did not notice any instance of the audit trail feature tampered with. Further, the audit trail, to the extent maintained in the prior year, has been preserved by the Company as per statutory requirements for records retention.

C. With respect to the matter to be included in the Auditor's Report under Section 197(16) of the Act:

In our opinion, the Company has paid/ provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V to the Act.

For Singhi & Co.
Chartered Accountants
Firm Reg. No. 302049E

Shubham Dutta
Partner
Membership No. 500580
UDIN: 25500580BMOYZE8873

Place: Noida (Delhi-NCR)
Date: May 07, 2025

Page 6 of 14
192

Annexure A to Independent Auditor's Report of even date to the members of Somany Ceramics Limited on the Standalone Financial Statements as of and for the year ended on March 31, 2025 (refer to in paragraph 1 of our report on other legal and regulatory requirements)

i)
(a) (A) The Company has maintained proper records showing full particulars including quantitative details and situation of Property, Plant and Equipment.
(B) The Company has maintained proper records showing full particulars of intangible assets.

(b) The Company has a regular programme of physical verification of its property, plant and equipment by which all property, plant and equipment are verified in every three years, which in our opinion, is reasonable having regard to the size of the Company and nature of its property, plant and equipment. In accordance with this programme, certain property, plant and equipment were physically verified during the year and no material discrepancies were noticed.

(c) Based on the records examined by us, the title deeds of immovable properties (other than immovable properties where the Company is the lessee and the lease agreements are duly executed in favour of the lessee) disclosed in the standalone financial statements, are held in the name of the Company.

(d) On the basis of our examination of records of the Company, the Company has not revalued any of its Property, Plant and Equipment (including Right of Use assets) or intangible assets during the year. Therefore, provisions of clause 3(i)(d) of the Order are not applicable to the Company.

ii)
(a) According to the information and explanations given to us and records examined by us, the inventories have been physically verified by the management during the year and in our opinion, coverage and procedure of such verification by the management is appropriate having regard to the size of the Company and nature of its business. No discrepancies of 10% or more in the aggregate for each class of inventory were noticed as compared to the book records.

(b) According to the information and explanations given to us and records examined by us, the Company has been sanctioned working capital limits in excess of five crore rupees in aggregate, from banks on the basis of security of current assets. There is no difference between books of account of the respective quarters and quarterly returns/ statements or revised returns/statements filed by the Company with the banks.

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iii)

(a) Based on the books of account examined by us and according to information and explanation given to us, the Company has granted unsecured loans or provided advances in the nature of loans, or stood guarantee, or provided security during the year to the followings:

Particulars (in Rs. Lakhs)	Guarantees	Security	Loans	Advances in nature of Loans
Aggregate amount granted/provided during the year:
-Subsidiaries*	-	-	3,220.00	-
-Associates	-	-	-	-
-Joint Ventures	-	-	-	-
-Others	-	-	135.00	-
Balance outstanding as at balance sheet date in respect of above cases:
-Subsidiaries*	-	-	3,220.00	-
-Associates	-	-	-	-
-Joint Ventures	-	-	-	-
-Others	-	-	135.00	-

*Subsidiaries as per Indian Accounting Standards.

(b) In our opinion and according to the information and explanations given to us, the investments made during the year and the terms and conditions of the grant of loans are, prima facie, not prejudicial to the Company's interest.

(c) The schedule of repayment of principal and payment of interest with respect to loans have been stipulated and repayments or receipts of interest have been regular during the year.

(d) Based on the books of account and other relevant records examined by us, there is no amount overdue for more than 90 days as at March 31, 2025.

(e) According to the information and explanations given to us and records examined by us, we have not come across any case where the loans granted which have fallen due during the year, have been renewed or extended or fresh loans granted to settle the overdue of existing loans given to the same parties.

(f) According to the information and explanations given to us and records examined by us, no loans have been granted during the year which are either repayable on demand or without specifying any terms or period of repayment. Therefore, provisions of the clause 3(iii)(f) of the Order are not applicable to the Company.

iv) According to information and explanations given to us and based on audit procedures performed by us, the Company has complied with provisions of Section 186 of the Companies Act, 2013 in respect of loan granted and investments made during the year. The Company has not given any guarantee or security during the year. There is no loan granted or guarantee or security provided under section 185 of the Companies Act, 2013.

v) The Company has not accepted any deposit or amounts during the year which are deemed to be deposits within the meaning of section 73 to 76 of the Companies Act, 2013. Therefore, provisions of clause 3(v) of the Order are not applicable to the Company.

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N. DA DE H I NC

vi) The maintenance of cost records has not been prescribed by the Central Government under the section 148 (1) of the Companies Act, 2013 read with Companies (Cost Records and Audit) Rules, 2014 for the product manufactured by the Company. Therefore, provisions of clause 3(vi) of the Order are not applicable to the Company.

vii) a. According to the information and explanations given to us and on the basis of our examination of the records of the Company, the amounts deducted/ accrued in the books of account in respect of undisputed statutory dues including Goods and Service Tax, Provident Fund, Employees State Insurance, Income-tax, Sales tax, Service tax, Duty of customs, Duty of excise, Value Added tax, Cess and other statutory dues, to the extent applicable, has been generally regularly deposited with the appropriate authorities by the Company. There were no undisputed outstanding statutory dues as at the yearend for a period of more than six months from the date they became payable. Please refer note 37(B) to the standalone financial statements regarding management's assessment on certain matter related to provident fund.

b. According to the information and explanation given to us and the records of the Company examined by us, there are no statutory dues referred to in sub-clause (a) on account of any dispute except the followings:

Name of Statue	Nature of Dues	Period to which it relates	Amount (Rs. in Lakhs) #	Forum where dispute is pending
The Sales Tax Act / The Value Added Tax	Entry Tax	Financial Year 2012-13 to 2016-17	33.83	Hon'ble High Court of Kolkata
	Turnover Tax	Financial Year 2011-12	27.77	The Gujarat Value Added Tax Tribunal, Ahmedabad
The Central Excise Act, 1944 and the Finance Act, 1994	Reversal of Cenvat credit	Financial Year 2016-17 to 2017-18	287.87	CESTAT Chandigarh
	Cenvat credit	Financial Year 2016-17	19.94	CESTAT Ahmedabad
Goods and Service Tax Act, 2017	Reversal of ITC	Financial Year 2018-19	70.72	Commissioner (A), Appellate Authority Delhi
		Financial Year 2019-20	87.80	Commissioner (A), Appellate Authority Delhi
		Financial Year 2019-20	1,452.00	Additional Commissioner CGST ,Rohtak,Haryana
		Financial Year 2019-20	12.33	'Assistant Commissioner , State GST, Chennai
The Income Tax Act, 1961	Income Tax	Assessment Year 2012-13 and 2014-15 to 2017-18, 2020-21 to 2022-23	38.79	Commissioner of Income Tax (Appeal), Kolkata
The E.S.I Act, 1948	ESI	Financial Year 2014-15	15.41	Employee State insurance Court, RO-Ahmedabad

Page 9 of 14
195

Name of Statue	Nature of Dues	Period to which it relates	Amount (Rs. in Lakhs) #	Forum where dispute is pending
Local Area Development Tax	Entry Tax	Financial Year 2002-03,2006-07 and April 2017 to June 2017	810.78	Hon'ble Punjab and Haryana High Court

Above amounts are excluding of penalty and interest (if any) and are net of amount paid under protest.

viii) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has not surrendered or disclosed any transactions, previously unrecorded as income in the books of account, in the tax assessments under the Income Tax Act, 1961 as income during the year.

ix)
a. The Company has not defaulted in repayment of loans or other borrowings or in the payment of interest thereon during the year.
b. According to the information and explanations given to us and on the basis of our audit procedures, we report that the Company has not been declared willful defaulter by any bank or financial institution or Government or any Government authority.
c. Based on the books of account examined by us, term loans were applied for the purpose for which the loans were obtained during the year.
d. According to the information and explanations given to us and on an overall examination of the standalone financial statements of the Company, we report that no funds raised on short-term basis during the year have been used for long-term purposes by the Company.
e. According to the information and explanations given to us, the Company has not taken any funds from any entity or person on account of or to meet the obligations of its subsidiaries or associate. The Company has no joint venture. Therefore, the provisions of clause 3(ix)(e) of the Order are not applicable to the Company.
f. According to the information and explanations given to us, the Company has not raised loan during the year on the pledge of securities held in its subsidiaries or associate. The Company has no joint venture.

x)
a. During the year, the Company did not raise any money by way of initial public offer or further public offer (including debt instruments). Therefore, provisions of clause 3(x)(a) of the Order are not applicable to the Company.
b. The Company has not made any preferential allotment or private placement of shares or convertible debentures (fully, partially or optionally convertible) during the year. Therefore, the provisions of clause 3(x)(b) of the Order are not applicable to the Company.

xi)
a. Based upon the audit procedures performed and considering the principles of materiality outlined in Standards on Auditing, for the purpose of reporting the true and fair view of the standalone financial statements and according to the information and explanations given to us, we have neither come across any instance of fraud by the Company or on the Company noticed or reported during the year nor have we been informed of any such case by the management during the course of the audit.

Page 10 of 14
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b. According to the information and explanations given to us, no report under sub-section (12) of Section 143 of the Companies Act, 2013 has been filed by the auditors in Form ADT-4 as prescribed under Rule 13 of the Companies (Audit and Auditors) Rules, 2014 with the Central Government during the year

c. According to the information and explanations given to us, no whistle blower complaints were received by the Company during the year.

xii) In our opinion and according to the information and explanations given to us, the Company is not a Nidhi Company. Therefore, the provisions of Clause 3(xii) of the Order are not applicable to the Company.

xiii) According to the information and explanations given to us and based on our examination of the records of the Company, transactions with the related parties are in compliance with section 177 and 188 of the Companies Act, 2013 where applicable and details for the same have been disclosed in the standalone financial statements as required by the applicable Indian Accounting Standards.

xiv)
a. In our opinion and according to information and explanations given to us, the Company has an internal audit system commensurate with the size and nature of its business.
b. We have considered the internal audit reports of the Company issued till date for the period under audit.

xv) According to the information and explanations given to us, the Company has not entered into any non-cash transactions with directors or persons connected with them as referred to in section 192 of the Companies Act, 2013. Therefore, the provisions of clause 3(xv) of the Order are not applicable to the Company.

xvi)
a. In our opinion, the Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934. Therefore, the provisions of clause 3(xvi)(a) of the Order are not applicable to the Company.
b. In our opinion, the Company has not conducted any Non-Banking Financial or Housing Finance activities during the year. Therefore, the provisions of clause 3(xvi)(b) of the Order are not applicable to the Company.
c. In our opinion, the Company is not a Core Investment Company (CIC) as defined in the regulations made by the Reserve Bank of India. Therefore, the provisions of clause 3(xvi)(c) of the Order are not applicable to the Company.
d. According to the representations given to us, there group does not have any core investment company (CIC), which are part of the Group.

xvii) The Company has not incurred cash loss in the current financial year and in the immediately preceding financial year. Therefore, the provisions of clause 3(xvii) of the Order are not applicable to the Company.

xviii) There has been no resignation of statutory auditor during the year. Therefore, the provisions of clause 3(xviii) of the Order are not applicable to the Company.

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197
N. DA
D. HI
N R

xix) According to the information and explanations given to us and on the basis of the financial ratios, ageing and expected dates of realization of financial assets and payment of financial liabilities, other information accompanying the standalone financial statements, our knowledge of the Board of Directors and management plans and based on our examination of the evidence supporting the assumptions, nothing has come to our attention, which causes us to believe that any material uncertainty exists as on the date of the audit report that the Company is not capable of meeting its liabilities existing at the date of balance sheet as and when they fall due within a period of one year from the balance sheet date. We, however, state that this is not an assurance as to the future viability of the Company. We further state that our reporting is based on the facts up to the date of the audit report and we neither give any guarantee nor any assurance that all liabilities falling due within a period of one year from the balance sheet date, will get discharged by the Company as and when they fall due.

xx) The Company has given funds to a Trust registered for carrying out the CSR activities as specified in the Note 57 to the standalone financial statements. The Trust has furnished certificate for fully utilization of such funds as on March 31, 2025 for CSR activities as advised by the Company. Accordingly, the Company has no unspent amount relating to CSR activities which is required to be transferred to a fund specified in Schedule VII to the Companies Act 2013. Therefore, the provisions of clause 3(xx) of the Order are not applicable to the Company.

For Singhi & Co.
Chartered Accountants
Firm Reg. No. 302049E

Place: Noida (Delhi-NCR)
Date: May 07, 2025

Membership No. 500580
UDIN: 25500580BMOYZE8873

Page 12 of 14
198

Annexure B to Independent Auditor's Report of even date to the members of Somany Ceramics Limited on the Standalone Financial Statements as of and for the year ended on March 31, 2025 (refer to in paragraph 2A(g) of our report on other legal and regulatory requirements)

We have audited the internal financial controls with reference to standalone financial statements of Somany Ceramics Limited ("the Company") as of March 31, 2025 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.

The Company's management is responsible for establishing and maintaining internal financial controls with reference to the standalone financial statement based on the internal control over the financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to Company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Our responsibility is to express an opinion on the Company's internal financial controls with reference to standalone financial statements based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the "guidance Note") and the Standards on Auditing, prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to as audit of internal financial controls with reference to standalone financial statements. Those Standards and the Guidance Note require that we comply with ethical requirements of and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls with reference to standalone financial statements was established and maintained and if such controls operated effectively in all material respects.

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Meaning of Internal Financial controls with reference to standalone financial statements

A Company's internal financial controls with reference to standalone financial statements is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of standalone financial statements for external purposes in accordance with generally accepted accounting principles. A Company's internal financial control with reference to standalone financial statements includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of standalone financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorization of management and directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company's assets that could have a material effect on the standalone financial statements.

Inherent Limitations of Internal Financial controls with reference to standalone financial statements

Because of the inherent limitations of internal financial controls with reference to standalone financial statements, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls with reference to standalone financial statements to future periods are subject to the risk that the internal financial controls with reference to standalone financial statements may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls with reference to standalone financial statements and such internal financial controls with reference to standalone financial statements were operating effectively as at March 31, 2025, based on the criteria for internal control with reference to standalone financial statements established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India

Shubham Dutta
Partner
Membership No. 500580
UDIN: 25500580BMOYZE8873

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200

| Somany-Ceramics Limited
CIN :- L40200WB1968PLC224116
Standalone Balance Sheet as at March 31, 2025
(All amounts in rupees lakhs, unless otherwise stated) | | | |
| --- | --- | --- | --- |
| Particulars | Note No. | As at March 31, 2025 | As at March 31, 2024 |
| Assets | | | |
| Non-current Assets | | | |
| Property, Plant and Equipment | 3 (i) | 42,207.87 | 41,081.00 |
| Capital work-in-progress | 3 (ii) | 1,456.88 | 804.09 |
| Right of use Assets | 3 (iii) | 5,342.56 | 3,835.66 |
| Other Intangible Assets | 3 (iv) | 107.89 | 14.87 |
| Financial Assets | | | |
| (i) Investments | 4 | 32,557.99 | 30,716.34 |
| (ii) Loans | 5 | 5,345.68 | 5,353.50 |
| (iii) Other Financial Assets | 6 | 1,388.84 | 1,231.89 |
| Other Non-Current Assets | 7 | 335.30 | 205.17 |
| | | 88,743.01 | 83,242.52 |
| Current Assets | | | |
| Inventories | 8 | 19,089.04 | 19,176.96 |
| Financial Assets | | | |
| (i) Investments | 9 | 1,264.78 | 1,304.93 |
| (ii) Trade Receivables | 10 | 35,628.06 | 31,056.42 |
| (iii) Cash and Cash Equivalents | 11 | 5,536.35 | 5,062.75 |
| (iv) Bank Balances other than (iii) above | 12 | 28.11 | 32.65 |
| (v) Loans | 13 | | 135.00 |
| (vi) Other Financial Assets | 14 | 621.95 | 678.23 |
| Current Tax Assets (net) | 15 | 162.89 | 549.35 |
| Other Current Assets | 16 | 3,422.13 | 2,576.68 |
| | | 65,752.21 | 60,572.97 |
| Total Assets | | 1,54,496.32 | 1,43,815.49 |
| Equity and Liabilities | | | |
| Equity | | | |
| Equity Share Capital | 17 | 820.19 | 820.07 |
| Other Equity | 18 | 79,208.17 | 71,496.76 |
| | | 80,028.36 | 72,316.83 |
| Liabilities | | | |
| Non- current Liabilities | | | |
| Financial Liabilities | | | |
| (i) Borrowings | 19 | 915.25 | 403.45 |
| (ii) Lease Liabilities | | 4,807.87 | 3,412.71 |
| (iii) Others Financial Liabilities | 20 | 3,434.66 | 3,185.94 |
| Provisions | 21 | 1,130.28 | 980.52 |
| Deferred Tax Liabilities (Net) | 22 | 2,745.14 | 2,511.69 |
| Other Non-Current Liabilities | 23 | 913.90 | 867.18 |
| | | 13,947.10 | 11,361.49 |
| Current Liabilities | | | |
| Financial Liabilities | | | |
| (i) Borrowings | 24 | 452.36 | 997.94 |
| (ii) Lease Liabilities | | 1,025.30 | 828.28 |
| (iii) Trade Payables | 25 | | |
| Outstanding dues of Micro Enterprises & Small Enterprises | | 4,676.75 | 4,660.70 |
| Outstanding dues other than Micro Enterprises & Small Enterprises | | 22,748.63 | 16,317.69 |
| (iv) Other Financial Liabilities | 26 | 23,823.74 | 30,322.57 |
| Other Current Liabilities | 27 | 7,407.53 | 6,560.84 |
| Provisions | 28 | 386.55 | 449.15 |
| | | 60,520.86 | 60,137.17 |
| Total Equity and liabilities | | 1,54,496.32 | 1,43,815.49 |
| Material Accounting Policies and other Notes to Standalone Financial Statements 1 to 63.
The accompanying Notes are an integral part of the Standalone Financial Statements. | | | |
| As per our report of even date attached | | | |
| For and on behalf of Board of Directors | | | |
| For Singhl & Co.
Chartered Accountants
From Registration No. 2013-001
Shabman Dutta
Partner
M. No. 500580
Place: Noida
Date: May 7, 2025 | SOMEKANT SOMANY
Chairman & Managing Director
DIN: 00021423
Sailesh Raj Khabwati
Chief Financial Officer
ICAI M.No. 77330 | Amit Sahai
CEO-Tiles Business
PAN: AHOPS1790C
AmirRet Juka
Sr. GM - Legal and Company
M. No: F4484 | |

202

| Somany Ceramics Limited
CIN :- L40200WB1968PLC224116
Standalone Statement of Profit and Loss for the Year Ended March 31, 2025
(All amounts in rupees lakhs, unless otherwise stated) | | | |
| --- | --- | --- | --- |
| Particulars | Note No. | For the year ended March 31, 2025 | For the year ended March 31, 2024 |
| I. Income | | | |
| Revenue from Operations | 29 | 2,56,942.13 | 2,53,448.07 |
| Other Income | 30 | 2,470.90 | 2,812.07 |
| Total Income (I) | | 2,59,413.03 | 2,56,260.14 |
| II. Expenses | | | |
| Cost of Materials Consumed | 31 | 24,153.23 | 26,211.34 |
| Purchases of Stock-in-Trade | | 1,47,574.89 | 1,35,831.92 |
| Change in Inventories of Finished Goods,
Work-in-progress and Stock-in-Trade | 32 | 487.12 | 2,282.28 |
| Employee Benefits Expense | 33 | 26,197.77 | 24,238.84 |
| Finance Costs | 34 | 755.81 | 777.26 |
| Depreciation and Amortization Expenses | 3 | 5,311.83 | 4,662.74 |
| Other Expenses | 35 | 44,607.31 | 47,971.82 |
| Total Expenses (II) | | 2,49,087.96 | 2,41,976.20 |
| III. Profit Before Exceptional Items and Tax (I-II) | | 10,325.07 | 14,283.94 |
| IV. Exceptional Items - (Gain)/Loss | 47 | (942.10) | (119.85) |
| V. Profit before tax (III-IV) | | 11,267.17 | 14,403.79 |
| VI. Tax Expense: | | | |
| (1) Current year | 22 | 2,717.78 | 3,756.89 |
| (2) Deferred Tax Charge/(Credit) | 22 | 74.70 | 269.81 |
| (3) Tax for earlier years | 22 | (94.07) | - |
| VII. Profit for the year (V-VI) | | 8,568.76 | 10,377.09 |
| VIII. Other Comprehensive Income (OCI) | | | |
| (1) Items that will not be reclassified to profit & loss | | (96.58) | 10.30 |
| Income Tax relating to above | 22 | 24.31 | (2.59) |
| (2) Items that will be reclassified to profit & loss | | - | - |
| IX. Total Comprehensive Income for the year (VII+VIII) | | 8,496.49 | 10,384.80 |
| Earnings Per Equity Share (Per Share Value of Rs. 2 each) | 36 | | |
| Basic (in Rs.) | | 20.89 | 24.64 |
| Diluted (in Rs.) | | 20.89 | 24.61 |
| Material Accounting Policies and other Notes to Standalone Financial Statements 1 to 63.
The accompanying Notes are an integral part of the Standalone Financial Statements. | | | |
| As per our report of even date attached | For and on behalf of Board of Directors | | |
| For Singhi & Co.
Chartered Accountants
Firm/Registration No. 50009E
SHUBHAM Dutta
Partner
M. No. 500580
Place: Noida
Date: May 7, 2025 | Shreekant Somany
Chairman & Managing Director
DIN: 00021423
Sailesh Raj Kedawat
Chief Financial Officer
ICAI M.No. 77330 | Amit Sahai
CEO-Tiles Business
PAN: AHOP51790C
Ambrish Julka
Sr. GM - Legal and Company
M. No: F4484 | |

| Company Ceramics Limited
CIN :-L40200WB1968PLC224116
Standalone Statement of Change in Equity for the Year Ended March 31, 2025
(All amounts are in rupees (alike, unless otherwise stated)) |
| --- |
| Particulars | As at March 31, 2025 | As at March 31, 2024 |
| No. of Shares | Amount | No. of Shares | Amount |
| (a) Equity Share Capital & Reconciliation of number of shares outstanding at the beginning and end of the year : | 4,10,03,620 | 820.07 | 4,24,74,208 | 849.48 |
| Balance at the beginning of the year | 5,985 | 0.12 | - | - |
| Issued on exercise of employee share option | | | (14,70,588) | (29.41) |
| Buyback of equity shares | | | | |
| Balance at the end of the year | 4,10,09,605 | 820.19 | 4,10,09,620 | 820.07 |
| (b) Other Equity | | | | |
| Particulars | Reserves and Surplus | Total |
| Capital Redemption Reserve | Capital Reserve | Share options outstanding account | Security Premium | General Reserve | Retained earnings | OCI |
| Balance at March 31, 2024 | 107.84 | (4,377.31) | 687.43 | 1,478.36 | 6,082.55 | 67,609.50 | (91.61) |
| Profit/(Loss) for the year | - | - | - | - | - | 8,568.76 | - |
| Recognition of share based payments | - | - | 409.32 | - | - | - | 409.32 |
| share options Exercised/ Lapsed/ Forfeited | - | - | (56.76) | 20.73 | 36.03 | - | - |
| Shares Issued on exercise of employee share option | - | - | - | 35.71 | - | - | 35.71 |
| Other Comprehensive Income for the year | - | - | - | - | - | - | (72.27) |
| Total comprehensive Income for the year | - | - | 352.56 | 56.44 | 36.03 | 8,568.76 | (72.27) |
| Dividend Paid | - | - | - | - | - | 1,230.11 | 1,230.11 |
| Balance at March 31, 2025 | 107.84 | (4,377.31) | 1,030.99 | 1,534.80 | 6,118.58 | 74,948.15 | (163.88) |
| Balance at March 31, 2023 | 78.43 | (4,377.31) | 259.15 | 16,991.77 | 6,111.96 | 58,506.64 | (99.32) |
| Profit/(Loss) for the year | - | - | - | - | - | 10,377.09 | - |
| Recognition of share based payments | - | - | 428.28 | - | - | - | 428.28 |
| Buyback of equity shares, including tax thereon | 29.41 | - | - | (15,375.73) | (29.41) | - | (15,375.73) |
| Transaction cost related to buyback of equity shares | - | - | - | (137.68) | - | - | (137.68) |
| Other Comprehensive Income for the year | - | - | - | - | - | - | 7.71 |
| Total comprehensive Income for the year | 29.41 | - | 428.28 | (15,513.41) | (29.41) | 10,377.09 | 7.71 |
| Dividend Paid | 107.84 | (4,377.31) | 687.43 | 1,478.36 | 6,082.55 | 67,609.50 | (91.61) |
| Balance at March 31, 2024 | | | | | | | |
| There are no changes in Equity share capital and other equity due to prior period errors.
Capital Redemption Reserve: This Reserve has been created by an appropriation from one component of equity (Free reserves) to another, not being an item of Other Comprehensive Income. The same can be utilized in accordance with the provisions of the Companies Act, 2013.
Securities Premium: This Reserve represents the premium on issue of shares and can be utilized in accordance with the provisions of the Companies Act, 2013.
Share options outstanding account: This Reserve relates to stock options granted by the Company to employees under Somany Employee Stock Option Scheme (ESOP) 2021 and ESOP 2023. This Reserve is transferred to Securities Premium on exercise of vested options and to General reserve on lapse/forfeit of vested options.
General reserve: This Reserve has been created by an appropriation from one component of equity (generally Retained Earnings) to another, not being an item of Other Comprehensive Income. The same can be utilized in accordance with the provisions of the Companies Act, 2013.
Retained Earnings: This Reserve represents the cumulative profits of the Company and effects of remeasurement of defined benefit obligations. This Reserve can be utilized in accordance with the provisions of the Companies Act, 2011.
Capital Reserve : It comprises of difference between consideration and value of net assets, pursuant to the scheme of amalgamation in earlier years, amalgamation Reserve and others, which can be utilized in accordance with the provisions of Companies Act, 2013.
The accompanying Notes are an integral part of the Standalone Financial Statements |
| As per our report of even date attached
For Singh & Co.
Chartered Accountants
Fien Registration No. 100-86
Subram Dutta
Authorised Account
Partner
M. No. 500580
Place: Noida
Date: May 7, 2025 | For and on behalf of Board of Directors
Shreekant Somany
Chairman & Managing Director
DIN: 00021423
Sailesh Raj Kedawat
Chief Financial Officer
ICAI M.No. 77330 | Amit Sahai
CEO-Tiles Business
PAN: AHOP51790C
Amrush Julka
Sr. GM - Legal and Company Secretary
M. No: F4484 |

| Somany Ceramics Limited
CIN :-L40200WB1968PLC224116
Standalone Statement of Cash Flows for the Year ended March 31, 2025
(All amounts in rupees laiths, unless otherwise stated) | | |
| --- | --- | --- |
| Particulars | For the year ended March 31, 2025 | For the year ended March 31, 2024 |
| A. Cash Flow From Operating Activities | | |
| Profit before Tax as per Statement of Profit & Loss | 11,267.17 | 14,403.79 |
| I. Adjusted For : | | |
| Depreciation and Amortisation Expenses | 5,311.83 | 4,662.74 |
| Finance Costs | 755.81 | 777.26 |
| Interest Income | (1,981.63) | (2,482.83) |
| (Profit)/Loss on Sales of Investments (Net) | - | 1,171.59 |
| Unrealized Foreign Exchange (Gain)/Loss (Net) | (0.11) | (2.87) |
| Net Movement on Fair Value of Current Investments | 65.87 | (1,680.15) |
| Provision for Credit Losses/ doubtful advances | 167.84 | 214.76 |
| Bad Debts | 4.13 | 3.13 |
| (Gain)/Loss on divestment in a subsidiaries* | (942.10) | 336.60 |
| Provision for Employee stock option plan | 409.32 | 428.28 |
| Sundry Balances Written Off | 0.01 | 0.09 |
| Sundry Balances Written Back | (184.66) | (226.31) |
| (Profit)/Loss on sale of Property Plant and Equipment (Net) | (159.09) | (112.49) |
| Property, Plant and Equipments Discarded /Written off | 78.20 | 114.40 |
| Operating Profit Before Working Capital Changes | 14,792.59 | 17,607.99 |
| II. Adjusted For : | | |
| Trade and Other Receivables | (5,069.17) | (5,006.11) |
| Inventories | 87.92 | 2,948.37 |
| Trade and Other Payables | 1,048.50 | 18,987.68 |
| Cash Generated from Operation | 10,859.84 | 34,537.93 |
| Income Taxes Refund /(Paid) | (2,054.18) | (3,298.58) |
| Net Cash Inflow/(Outflow) from Operating Activities (A) | 8,805.66 | 31,239.35 |
| B. Cash Flow from Investing Activities | | |
| Purchase of Property, Plant and Equipment and Intangible Assets | (6,380.64) | (3,913.32) |
| Sale of Property, Plant and Equipment | 343.80 | 399.63 |
| Consideration received from divestment in a Subsidiary | 1,039.20 | 428.40 |
| Investments in Subsidiaries and Associate | (1,785.71) | (17,535.49) |
| Sale of Current Investments | 76.35 | 1,839.21 |
| Interest Received | 1,102.03 | 2,864.29 |
| Inter-Corporate Deposits Given | (3,355.00) | (2,910.00) |
| Inter-Corporate Deposits Received Back | 3,479.50 | 16,243.60 |
| Net Cash Inflow/(OutFlow) In Investing Activities (B) | (5,480.47) | (2,583.68) |
| C. Cash Flow from Financing Activities | | |
| Proceeds from Non Current Borrowings | 537.36 | 744.54 |
| Repayment of Non Current Borrowings | (571.14) | (1,585.21) |
| Proceeds/(Repayment) of Current Borrowings (net) | - | (15,370.84) |
| Proceeds from Short Term Loans | 4,923.31 | 15,463.21 |
| Repayment of Short Term Loans | (4,923.31) | (15,463.21) |
| Buyback of equity shares, including tax and expenses thereon | - | (15,542.82) |
| Issue of shares | 35.83 | - |
| Payment of Lease Liabilities | (867.73) | (754.37) |
| Interest Paid | (755.80) | (777.34) |
| Dividend Paid | (1,230.11) | (1,274.23) |
| Net Cash Inflow/(OutFlow) from Financing Activities (C) | (2,851.59) | (34,560.27) |
| Net increase/(Decrease) in Cash And Cash Equivalents (A+B+C) | 473.60 | (5,904.60) |
| Cash And Cash Equivalents | | |
| At the beginning of the year | 5,062.75 | 10,967.35 |
| At the year end | 5,536.35 | 5,062.75 |

Notes :
a) The above Statement of Cash Flows has been prepared under the "Indirect Method" as set out in Ind AS - 7 "Statement of Cash Flows"
b) Cash & Cash Equivalents represents cash and bank balances (Refer note no.11).
c) Additional Disclosure required under Ind AS - 7. (Refer note no. 54.)
d) *Includes Item disclosed under Exceptional items in Statement of Profit & Loss (Refer Note No. 47)
e) The accompanying Notes are an integral part of the Standalone Financial Statements.

As per our report of even date attached

For Singhi & Co.
Chartered Accountants
Firm Registration No. 901219E
Saldsham Dutta
Partner
M. No. 500580
Place: Noida
Date: May 7, 2025

For and on behalf of Board of Directors
Shreekant Somany
Chairman & Managing Director
DIN: 00021423

Amit Sahai
CEO-Tiles Business
PAN: AHOPS1790C

Ambish Julka
Sr. GM - Legal and Company
Secretary
M. No: F4484

205
NBR 000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000

| Company Ceramics Limited
CIN: L40200WB1968PLC224116
Notes to Standalone Financial Statements for the year ended March 31, 2025
(All amounts are in rupees lakhs, unless otherwise stated) |
| --- |
| 1 Reporting Entity
Somany Ceramics Limited referred to as “the Company” is domiciled in India. The registered office of the Company is at 2, Red Cross Place, Kolkata – 700001 India. Equity shares of the Company are listed in India on the BSE Limited and the National Stock Exchange Limited.

The Company has own manufacturing plants in Kadi (Gujarat) and Kassar (Haryana), India. The Company is a manufacturer and trader of a complete decor solutions and its extensive range of products include Ceramic Wall and Floor Tiles, Polished Vitrified Tiles, Glazed Vitrified Tiles, Sanitaryware, Bath Fittings and allied products.

The financial statements of the Company for the year ended March 31, 2025 were approved for issue by the board of directors on May 7, 2025. However, the shareholders of the Company have the power to amend the Financial Statements after the issue.

2 Material Accounting Policies
Accounting Policies have been consistently applied except where a newly issued accounting standards is initially adopted or a revision to an existing accounting standard required a change in the accounting policy hitherto in use.

2.1 Statement of compliance
The standalone financial statements of Somany Ceramics Limited (“the Company”) comply with Indian Accounting Standards (“Ind AS”) as prescribed under section 133 of the Companies Act, 2013 (“the Act”), as notified under the Companies (Indian Accounting Standards) Rules, 2015, as amended and other accounting principles generally accepted in India.

2.2 Basis of preparation and measurement
The financial statements have been prepared under the historical cost convention on accrual basis except for the followings:
- Non-current borrowings are initially measured at amortized cost.
- Current investments are measured at fair value at each reporting date.
- Defined benefit plans and other long-term employee benefits are measured at fair value net off fair valuation of plan assets at each reporting date.
- Share based payments are initially measured at fair value.

2.3 Functional and presentation currency
These financial statements are presented in Indian National Rupee (‘INR’), which is the Company’s functional currency. All amounts have been rounded to the nearest lakhs, unless otherwise indicated.

2.4 Use of judgements and estimates
In preparing these financial statements, management has made judgements, estimates and assumptions that affect the application of the Company’s accounting policies and the reported amounts of assets, liabilities, income and expenses. Management believes that the estimates used in the preparation of the financial statements are prudent and reasonable. Actual results may differ from these Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to estimates are recognised prospectively.

Judgements
Information about the judgements made in applying accounting policies that have the most material effects on the amounts recognised in the financial statements have been given below:
- assessing the lease term (including anticipated renewals) and the applicable discount rate.
- Classification of financial assets: assessment of business model within which the assets are held and assessment of whether the contractual terms of the financial assets are solely payments of principal and interest on the principal amount outstanding.

Assumptions and estimation uncertainties
Information about assumptions and estimation uncertainties that have a significant risk of resulting in a material adjustment in the financial statements for the every period ended is included below:
- Measurement of defined benefit obligations: key actuarial assumptions;
- Recognition of deferred tax assets: availability of future taxable profit against which carry-forward tax losses can be used;
- Impairment test: key assumptions underlying recoverable amounts;
- Useful life and residual value of Property, Plant and Equipment: a single asset. Right of Use assets;
- Recognition and measurement of provisions and contingencies: any assumptions about the likelihood and magnitude of an outflow or resources; |

206

Somany Ceramics Limited

CIN :- L40200WB1968PLC224116

Notes to Standalone Financial Statements for the year ended March 31, 2025

Assessment of recoverability of receivables and advances which requires significant management judgement based on financial position of the counter-parties, market information and other relevant factors.
Assessment of reliability of inputs considered for fair valuation of financial assets and liabilities falls under hierarchy Level 3.
Assessment of appropriate inputs to the Black Scholes Model for valuation of share based payments including the expected life of the share option, volatility and dividend yield and making assumptions about them.

The Company presents assets and liabilities in the balance sheet based on current/ non-current classification.

An asset is treated as current when it is:

Expected to be realised or intended to be sold or consumed in normal operating cycle;
Held primarily for the purpose of trading;
Expected to be realised within twelve months after the reporting period, or
Cash and Cash equivalents unless restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period.

An liability is treated as current when it is:

Expected to be settled in normal operating cycle;
Held primarily for the purpose of trading;
Expected to be settled within twelve months after the reporting period, or
there is no unconditional right to defer the settlement of the liability for at least twelve months after the reporting period.

Deferred tax assets and liabilities are classified as non-current.

The Company has ascertained the operating cycle as 12 months for the purpose of current and non-current classification of assets and liabilities.

2.6 Property, Plant and Equipment

Recognition and Measurement

Subsequent Measurement

Subsequent expenditure is capitalised only if it is probable that there is a future economic benefits associated with the expenditure will flow to the Company.

Depreciation

Depreciation is calculated on Straight Line Method using the rates arrived at on the basis of estimated useful lives given in Schedule II of the Companies Act, 2013 except for the following which has been determined on the basis of technical evaluation.

Particulars	Useful Life
Plant and Machinery	5 - 25 Years
Vehicles	5 Years
Dies & Punches	8 Years

Depreciation on additions to or on disposal of assets is calculated on pro-rata basis. Individual assets costing below Rs. 5,000 are fully depreciated in the year of purchase.

Leasehold improvements are depreciated over the lease period or estimated useful life of assets in line with schedule II of the Companies Act, 2013, which ever is lower.

Depreciation methods, useful lives and residual values are reviewed in each financial year end and changes, if any, are accounted for prospectively. The management believes that these estimated useful lives are realistic and reflect fair approximation of the period over which the assets are likely to be used.

Capital work-in-progress

N D A D H I N R

COMPANY CERAMICS LIMITE

207

| Somanz Ceramics Limited
CIN: L40200WB1968PLC224116
Notes to Standalone Financial Statements for the year ended March 31, 2025
(All amounts are in rupees lakhs, unless otherwise stated) |
| --- |
| De-recognition
An item of property, plant and equipment is de-recognised upon disposal or when no future economic benefits are expected to arise from the continued use of the asset. Any gain or loss arising on the disposal or retirement of an item of property, plant and equipment is determined as the difference between net disposal proceeds and the carrying amount of the asset and is recognised in the Statement of Profit & Loss. |
| 2.7 Intangible assets
Intangible Assets (Other than Goodwill) acquired separately are stated at cost less accumulated amortization and impairment loss, if any. Cost includes deemed cost which represents the carrying value of property, plant and equipment as at April 1, 2016 measured as per the previous Generally Accepted Accounting Principles (GAAP). Intangible assets are amortized on straight line method basis over the estimated useful life. Estimated useful life of the Software and designs is considered as 5 years.

Amortisation methods, useful lives and residual values are reviewed at each financial year end and changes, if any, are accounted for prospectively.

An intangible asset is de-recognised on disposal, or when no future economic benefits are expected from use or disposal. Gains or losses arising from derecognition of an intangible asset, measured as the difference between the net disposal proceeds and the carrying amount of the asset are recognised in the Statement of Profit & Loss when the asset is derecognised. |
| 2.8 Impairment of non-financial assets
At each reporting date, the Company reviews the carrying amounts of its non-financial assets (other than inventories and deferred tax assets) to determine whether there is any indication on impairment. If any such indication exists, then the recoverable amount of assets is estimated.

The recoverable amount of an asset or CGU is the greater of its value in use and its fair value less costs to sell. Value in use is based on the estimated future cash flows, discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset or CGU. An impairment loss is recognised if the carrying amount of an asset or CGU exceeds its recoverable amount.

Impairment loss in respect of assets other than goodwill is reversed only to the extent that the assets carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised in prior years. A reversal of impairment loss is recognised immediately in the Statement of Profit & Loss. |
| 2.9 Borrowing Cost
Borrowing costs directly attributable to the acquisition, construction of qualifying assets are capitalised as part of the cost of such assets upto the assets are substantially ready for their intended use.

The loan origination costs directly attributable to the acquisition of borrowings (e.g. loan processing fee, upfront fee) are amortised on the basis of the Effective Interest Rate (EIR) method over the term of the loan.

All other borrowing costs are recognised in the Statement of Profit & Loss in the period in which they are incurred. |
| 2.10 Foreign currency transactions
Transactions in foreign currencies are recorded by the Company at their respective functional currency at the exchange rates prevailing at the date of the transaction first qualifies for recognition. Monetary assets and liabilities denominated in foreign currency are translated to the functional currency at the exchange rates prevailing at the reporting date.

Exchange differences arising on settlement or translation of monetary items are recognised in the Statement of Profit & Loss with the exception of the following:

Non-monetary items that are measured at historical cost in a foreign currency are translated using the exchange rates at the date of initial transactions. Non-monetary items measure at fair value in a foreign currency are translated using the exchange rates at the date when the fair value is determined. |
| 2.11 Employee benefits
Short term employee benefits
Short-term employee benefits are expensed in the year in which the related services are provided. A liability is recognised for the amount expected to be paid if the Company has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee and the obligation can be estimated reliably.

Defined contribution plans
Employee benefits in the form of Provident Fund are defined as contribution plan and charged as expenses during the period in which the employees perform the services.

Defined benefit plans
For defined benefit plans, the cost of providing benefits is determined using the projected unit credit method, with actuarial valuations being carried out at the end of each annual reporting period. The projected value is the defined benefit obligation is determined by discounting the estimated future cash outflows using market yields available on government bonds. |

Somany Ceramics Limited
CIN: L40200WB1968PLC224116
Notes to Standalone Financial Statements for the year ended March 31, 2025
(All amounts are in rupees lakhs, unless otherwise stated)

The effect of the remeasurement changes (comprising actuarial gains and losses) to the asset ceiling (if applicable) and the return on plan assets (excluding interest), is reflected in the balance sheet with a charge or credit recognised in other comprehensive income in the period in which they occur.

Remeasurement gains and losses arising from experience adjustments and changes in actuarial assumptions are recognised in the period in which they occur, directly in OCI and such re-measurement gain / loss are not reclassified to the Statement of Profit and Loss in the subsequent periods. They are included in retained earnings in the statement of changes in equity.

Net interest is calculated by applying the discount rate at the beginning of the period to the net defined benefit liability or asset. Defined benefit costs are categorised as follows:

service cost (including current service cost, past service cost, as well as gains and losses on curtailments and settlements);
net interest expense or income; and
remeasurement

The Company presents the first two components of defined benefit costs in the Statement of Profit & Loss in the line item employee benefits expense.

The retirement benefit obligation recognised in the balance sheet represents the actual deficit or surplus in the Company’s defined benefit plans. Any surplus resulting from this calculation is limited to the present value of any economic benefits available in the form of refunds from the plans or reductions in future contributions to the plans.

Other long-term employee benefits

The Company has long term employment benefit plans i.e. accumulated leave. Accumulated leave is encashed to eligible employees at the time of retirement/termination of services. The liability for accumulated leave, which is a defined benefit scheme, is provided based on actuarial valuation as at the Balance Sheet date, based on Projected Unit Credit Method, carried out by an independent actuary.

Share Based Payments

The Company recognises compensation expense relating to share-based payment in statement of profit and loss using fair value in accordance with Ind AS 102, “Share-based Payment”.

The Company initially measures the cost of equity-settled transactions with employees using Black Scholes model to determine the fair value of the liability incurred which has been considered most appropriate model. Estimating fair value for share-based payment transactions requires determination of the most appropriate valuation model, which is dependent on the terms and conditions of the grant. This estimate also requires determination of the most appropriate inputs to the valuation model including the expected life of the share option, volatility and dividend yield and making assumptions about them. The assumptions and models used for estimating fair value for share-based payment transactions are disclosed in note no. 48.

2.12 Revenue Recognition

The Company recognises revenue when it satisfies a performance obligation in accordance with the provisions of contract with the customer. Revenue towards satisfaction of a performance obligation is measured at the amount of transaction price allocated to that performance obligation. This is achieved when control of the product has been transferred to the customer, which is generally determined when title, ownership, risk of obsolescence and loss pass to the customer and the Company has the present right to payment, all of which occurs at a point in time upon shipment and delivery of the product. The Company considers shipping and handling activities as costs to fulfill the promise to transfer the related products and the customer payments for shipping and handling costs are recorded as a component of revenue.

Transaction price represents net value of goods and services provided to customers after deducting for certain incentives including, but not limited to discounts, volume rebates, incentive programs etc.

For incentives offered to customers, the Company makes estimates related to customer performance and sales volume to determine the total amounts earned and to be recorded as deductions. The estimate is made in such a manner, which ensures that it is highly probable that a significant reversal in the amount of cumulative revenue recognised will not occur. The actual amounts may differ from these estimates and are accounted for prospectively. No element of significant financing is deemed present as the sales are made with a credit term, which is consistent with market practice.

2.13 Inventories

Inventories are valued at lower of cost and net realisable value. Cost of manufactured finished goods and work in progress is determined by taking cost of material consumed, labour and related overheads. Finished goods, raw materials and packing materials, stock in trade and stores & spares are valued at weighted average cost method. Purchases cost of raw materials and packing materials, finished goods, stock in trade and stores & spares are net of input tax credits, rebates and discounts. Net realisable value is the estimated selling price in the ordinary course of business, less estimated costs of completion and to make the sale. However, materials and other items held for use in the production of finished goods are not written down below cost if the finished products in which they will be incorporated are expected to be sold at or above cost. Provision for cost of obsolescence and other anticipated losses, wherever considered necessary, are recognised in the books of account.

2.14 Provisions, Contingent Liabilities

Based on the best estimate provisions are recognized when there is any (semi-taxic, capital or constructive) as a result of a pro-tax and it is probable (“more likely than not”) that it is required to settle the obligation and available estimate can be made of the amount of the obligation at reporting date.

208

2003

Somany Ceramics Limited

CIN :- L40200W81968PLC224116

Notes to Standalone Financial Statements for the year ended March 31, 2025

2.15 Measurement of fair value

a) Financial instruments

b) Marketable and non-marketable equity securities

Fair value for quoted securities is based on quoted market prices as of the reporting date. Fair value for unquoted securities is calculated based on commonly accepted valuation techniques utilizing significant unobservable data. If fair value cannot be measured reliably unlisted shares are recognized at cost.

2.16 Financial instruments

A Financial Assets

i) Initial recognition and measurement

Financial assets (except trade receivables) are measured initially at fair value adjusted for transaction costs, except for those carried at fair value through profit or loss which are measured initially at fair value. However, trade receivables that do not contain a significant financing component are measured at transaction price.

ii) Classifications and Subsequent measurement

The Company classifies its financial assets as subsequently measured at either amortised cost or fair value depending on the Company’s business model for managing the financial assets and the contractual cash flow characteristics of the financial assets.

a) Financial assets at amortised cost

A financial asset is measured at amortised cost only if both of the following conditions are met:

It is held within a business model whose objective is to hold assets in order to collect contractual cash flows.
The contractual terms of the financial assets represent contractual cash flows that are solely payments of principal and interest.

After initial measurement, such financial assets are subsequently measured at amortised cost using the Effective Interest Rate ('EIR') method. Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortisation is included as finance income in the Statement of Profit & Loss. The losses arising from impairment are recognised in the Statement of Profit & Loss.

b) Financial assets at fair value through Profit & Loss (FVTPL)

Financial assets, which does not meet the criteria for categorization as at amortized cost or as FVOCI, are classified as at FVTPL.

In addition, the Company may elect to classify a Financial assets, which otherwise meets amortized cost or FVOCI criteria, as at FVTPL. However, such election is allowed only if doing so reduces or eliminates a measurement or recognition inconsistency (referred to as ‘accounting mismatch’).

Financial assets included within the FVTPL category are measured at fair value with all changes recognized in the Statement of Profit & Loss.

All other Financial Instruments are classified as measured at FVTPL except investment in equity instruments of subsidiaries and associates which are carried at cost less provision for impairment, if any.

iii) Derecognition of financial assets

A financial asset (or, where applicable, a part of a financial asset or part of a group of similar financial assets) is primarily derecognised (i.e. removed from the Company’s balance sheet) when:

The rights to receive cash flows from the asset have expired, or
The Company has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the received cash flows in full without material delay to a third party under a ‘pass-through’ arrangement; and either (a) the Company has transferred substantially all the risks and rewards of the asset, or (b) the Company has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset.

When the Company has transferred its rights to receive cash flows from an asset or has entered into a pass-through arrangement, it evaluates if and to what extent it has retained the risks and rewards of ownership. When it has neither transferred nor retained substantially all of the risks and rewards of the asset, nor transferred control of the asset, the Company continues to recognize the transferred asset to the extent of the Company’s continuing involvement. In that case, the Company also recognizes an associated liability. The transferred asset and the associated liability are measured on a basis that reflects the rights and obligations that the Company has retained.

Somany Ceramics Limited
CIN: L40200WB1968PLC224116
Notes to Standalone Financial Statements for the year ended March 31, 2025
(All amounts are in rupees lakhs, unless otherwise stated)

v) Impairment of financial assets

With regard to trade receivable and loans given, the Company applies the simplified approach as permitted by Ind AS 109, Financial Instruments, which requires expected lifetime losses to be recognised from the initial recognition of the trade receivables and loans given.

B Financial liabilities

i) Initial recognition and measurement

ii) Classifications and subsequent measurement

Financial Liabilities measured at amortised cost

iii) Derecognition of financial liabilities

The Company derecognises a financial liability when its contractual obligations are discharged or cancelled, or expired.

2.17 Income tax

Income tax expense comprises current and deferred tax. It is recognised in the Statement of Profit & Loss except to the extent that it relates to items recognised directly in Equity or in Other Comprehensive Income.

Current tax

Deferred tax

2.18 Leases

Company as a lessee

Lease Liability

The lease payments that are not paid at the commencement date, are discounted using the interest rate implicit in the lease. If that rate cannot be readily determined, which is generally the case for leases in the Company, the lessee's incremental borrowing rate is based on the net value paid by the Company, to obtain an asset of similar value as a reasonable amount, right-of-use asset in a similar economic environment with similar terms, securities and conditions.

Lease payments included in the measurement of the lease liability comprise

N° DA
1
1
1
1
1
1

211

CIN :- L40200WB1968PLC224116

Fixed lease payments (including in-substance fixed payments) payable during the lease term and under reasonably certain extension options, less any lease incentives;
Payments of penalties for terminating the lease, if the lease term reflects the exercise of an option to terminate the lease.

The lease liability is presented as a separate line in the Balance Sheet.

The lease liability is subsequently measured by increasing the carrying amount to reflect interest on the lease liability (using the effective interest method) and by reducing the carrying amount to reflect the lease payments made.

The Company remeasures the lease liability (and makes a corresponding adjustment to the related right-of-use asset) whenever:

The lease term has changed or there is a change in the assessment of exercise of a purchase option, in which case the lease liability is remeasured by discounting the revised lease payments using a revised discount rate.
A lease contract is modified and the lease modification is not accounted for as a separate lease, in which case the lease liability is remeasured by discounting the revised lease payments using a revised discount rate.

Right of Use (ROU) Assets

The ROU assets comprise the initial measurement of the corresponding lease liability, lease payments made at or before the commencement day and any initial direct costs. They are subsequently measured at cost less accumulated depreciation and impairment losses.

Whenever the company incurs an obligation for costs to dismantle and remove a leased asset, restore the site on which it is located or restore the underlying asset to the condition required by the terms and conditions of the lease, a provision is recognised and measured under Ind AS 37- Provisions, Contingent Liabilities and Contingent Assets. The costs are included in the related right-of-use asset.

ROU assets are depreciated over the shorter period of the lease term or useful life of the underlying asset. If the company is reasonably certain to exercise a purchase option, the right-of-use asset is depreciated over the underlying asset’s useful life. The depreciation starts at the commencement date of the lease.

The ROU assets are presented as a separate line in the Balance Sheet and details of assets are given ROU note under “Notes forming part of the Financial Statement”.

The Company applies Ind AS 36- Impairment of Assets to determine whether a right-of-use asset is impaired and accounts for any identified impairment loss as per its accounting policy on ‘property, plant and equipment’.

As a practical expedient, Ind AS 116 permits lessee not to separate non-lease components when bifurcation of the payments is not available between the two components, and instead account for any lease and associated non-lease components as a single arrangement. The Company has used this practical expedient.

Extension and termination options are included in many of the leases. In determining the lease term the management considers all facts and circumstances that create an economic incentive to exercise an extension option, or not exercise a termination option.

2.19 Cash and cash equivalents

For the purposes of the Statement of Cash Flows, cash and cash equivalents is as defined above, net of outstanding bank overdrafts. In the balance sheet, bank overdrafts are shown within borrowings in current liabilities.

2.20 Government Grants

Government grants are recognised at its fair value, where there is a reasonable assurance that such grants will be received and compliance with the conditions attached therewith have been met. Grants such secured are credited to the statement of profit and loss. Government grants related to expenditure on property, plant and equipment are credited to the statement of profit and loss over the useful lives of qualifying assets or other systematic basis representative of the pattern of fulfilment of obligations associated with the grant received.

2.21 Standard issued but not yet effective

Ministry of Corporate Affairs (“MCA”) notifies new standard or amendments to the existing standards under Companies (Indian Accounting Standards) Rules as issued from time to time. During the year ended March 31, 2025, MCA has not notified any new standards or amendments to the existing standards applicable to the Company.

| Somany Ceramics Limited
CIN: L40200WB1968PLC224116
Notes to Standalone Financial Statements for the year ended March 31, 2025
(All amounts are in square lakhs, unless otherwise stated) | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| 3. (i) Property, Plant and Equipment (2024-25) | | | | | | | | | | |
| Particulars | Gross Block | | | | Depreciation | | | | Net Block | |
| | As at March 31, 2024 | Additions | Deletions/ Adjustment | As at March 31, 2025 | As at March 31, 2024 | For the year | Deletions/ Adjustment | As at March 31, 2025 | As at March 31, 2024 | As at March 31, 2025 |
| Tangible Assets | | | | | | | | | | |
| Freehold land | 315.58 | - | - | 315.58 | - | - | - | - | 315.58 | 315.58 |
| Buildings | 10,960.32 | 785.19 | - | 11,745.51 | 2,870.47 | 387.59 | - | 3,258.06 | 8,089.85 | 8,487.45 |
| Plant and equipments | 38,684.12 | 2,961.67 | 396.29 | 41,259.50 | 10,685.71 | 2,495.73 | 316.04 | 12,865.40 | 27,958.40 | 28,394.10 |
| Office equipments | 2,140.28 | 389.91 | 116.90 | 2,413.30 | 1,541.64 | 254.10 | 101.77 | 1,693.97 | 598.65 | 719.33 |
| Furniture and fixtures | 3,369.20 | 360.89 | 259.65 | 3,470.44 | 2,030.58 | 332.15 | 239.17 | 2,123.56 | 1,338.62 | 1,346.88 |
| Vehicles | 4,263.58 | 1,234.38 | 589.61 | 4,908.35 | 1,573.69 | 840.58 | 400.45 | 1,963.82 | 2,739.89 | 2,944.53 |
| Total | 58,759.09 | 5,732.04 | 1,552.45 | 64,112.68 | 18,652.09 | 4,310.15 | 1,057.43 | 21,904.81 | 41,081.00 | 42,207.87 |
| 3. (ii) Capital Work in Progress (2024-25) | | | | | | | | | | |
| Capital work-in-progress as at March 31, 2025 is Rs. 1,456.88 lakhs.
Rs. 4,838.66 lakhs is addition to Capital works in progress during the year ended March 31, 2025.
Rs. 4,185.87 lakhs has been capitalised and transferred to property, plant and equipment during the year ended March 31, 2025.
For CWIP ageing, Refer note no. 45 | | | | | | | | | | |
| 3. (iii) Right of Use Assets (2024-25) | | | | | | | | | | |
| Particulars | Gross Block | | | | Amortisation | | | | Net Block | |
| | As at March 31, 2024 | Additions | Deletions/ Adjustment | As at March 31, 2025 | As at March 31, 2024 | For the year | Deletions/ Adjustment | As at March 31, 2025 | As at March 31, 2024 | As at March 31, 2025 |
| Right of use Assets | | | | | | | | | | |
| Household lands | 343.97 | - | - | 343.97 | 24.48 | 4.09 | - | 28.57 | 319.49 | 315.40 |
| Buildings | 7,200.09 | 2,561.76 | 1,903.87 | 7,857.98 | 3,683.92 | 981.05 | 1,834.15 | 2,830.82 | 5,516.17 | 5,027.16 |
| Total | 7,544.86 | 2,561.76 | 1,903.87 | 8,201.95 | 3,706.40 | 985.14 | 1,834.15 | 2,859.39 | 5,835.66 | 5,342.56 |
| 3. (iv) Other Intangible Assets (2024-25) | | | | | | | | | | |
| Particulars | Gross Block | | | | Amortisation | | | | Net Block | |
| | As at March 31, 2024 | Additions | Deletions/ Adjustment | As at March 31, 2025 | As at March 31, 2024 | For the year | Deletions/ Adjustment | As at March 31, 2025 | As at March 31, 2024 | As at March 31, 2025 |
| Intangible Assets | | | | | | | | | | |
| Computer Softwares and Designs | 1,071.97 | 109.56 | 112.27 | 1,069.26 | 1,057.10 | 16.54 | 112.27 | 961.37 | 14.87 | 107.89 |
| Total | 1,071.97 | 109.56 | 112.27 | 1,069.26 | 1,057.10 | 16.54 | 112.27 | 961.37 | 14.87 | 107.89 |

| Somany Ceramics Limited
ON: L40200WB1968PLC224116
Notes to Standalone Financial Statements for the year ended March 31, 2025
(All amounts are in rupees lakhs, unless otherwise stated) | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| 3. (I) Property, Plant and Equipment (2023-24) | | | | | | | | | | |
| Particulars | Gross Block | | | | Depreciation | | | | Net Block | |
| | As at March 31, 2023 | Additions | Deletions/ Adjustment | As at March 31, 2024 | As at March 31, 2023 | For the year | Deletions/ Adjustment | As at March 31, 2024 | As at March 31, 2023 | As at March 31, 2024 |
| Tangible Assets | | | | | | | | | | |
| Freehold land | 315.58 | - | - | 315.58 | - | - | - | - | 315.58 | 315.58 |
| Buildings | 10,881.07 | 79.25 | - | 10,960.32 | 2,488.90 | 381.57 | - | 2,870.47 | 8,392.17 | 8,089.85 |
| Plant and equipments | 39,204.32 | 1,038.02 | 1,558.22 | 38,684.12 | 9,859.17 | 2,190.08 | 1,363.54 | 10,685.71 | 29,345.15 | 27,998.40 |
| Office equipments | 1,937.64 | 303.35 | 100.70 | 2,140.29 | 1,412.44 | 218.44 | 89.24 | 1,541.64 | 525.20 | 598.65 |
| Furniture and fixtures | 3,166.74 | 275.05 | 72.59 | 3,369.20 | 1,747.71 | 340.53 | 57.66 | 2,030.58 | 1,419.03 | 1,338.62 |
| Vehicles | 3,257.94 | 1,720.86 | 715.22 | 4,263.58 | 1,404.08 | 654.72 | 535.11 | 1,523.69 | 1,853.86 | 2,739.89 |
| Total | 58,765.29 | 3,416.53 | 2,446.73 | 59,733.09 | 16,912.30 | 3,785.34 | 2,045.55 | 18,652.09 | 41,850.99 | 41,081.00 |
| 3. (V) Capital Work in Progress (2023-24)
Capital work-in-progress as at March 31, 2024 is Rs. 804.09 lakhs.
Rs. 2,164.44 lakhs is addition to Capital works in progress during the year ended March 31, 2024.
Rs. 1,450.97 lakhs has been capitalised and transferred to property, plant and equipment during the year ended March 31, 2024.
For CNVP ageing, Refer note no. 45 | | | | | | | | | | |
| 3. (VI) Right of Use Assets (2023-24) | | | | | | | | | | |
| Particulars | Gross Block | | | | Amortization | | | | Net Block | |
| | As at March 31, 2023 | Additions | Deletions/ Adjustment | As at March 31, 2024 | As at March 31, 2023 | For the year | Deletions/ Adjustment | As at March 31, 2024 | As at March 31, 2023 | As at March 31, 2024 |
| Right of use Assets | | | | | | | | | | |
| Freehold lands | 343.97 | - | - | 343.97 | 20.39 | 4.09 | - | 24.48 | 323.58 | 319.49 |
| Buildings | 6,816.75 | 409.56 | 26.22 | 7,200.09 | 2,846.25 | 863.53 | 25.86 | 3,683.92 | 3,970.50 | 3,516.17 |
| Total | 7,160.72 | 409.56 | 26.22 | 7,544.06 | 2,866.64 | 867.62 | 25.86 | 3,708.40 | 4,294.08 | 3,835.66 |
| 3. (V) Other Intangible Assets (2023-24) | | | | | | | | | | |
| Particulars | Gross Block | | | | Amortization | | | | Net Block | |
| | As at March 31, 2023 | Additions | Deletions/ Adjustment | As at March 31, 2024 | As at March 31, 2023 | For the year | Deletions/ Adjustment | As at March 31, 2024 | As at March 31, 2023 | As at March 31, 2024 |
| Intangible Assets | | | | | | | | | | |
| Computer Softwares and Designs | 1,059.42 | 12.55 | - | 1,071.97 | 1,047.32 | 9.78 | - | 1,057.10 | 12.10 | 14.87 |
| Total | 1,059.42 | 12.55 | - | 1,071.97 | 1,047.32 | 9.78 | - | 1,057.10 | 12.10 | 14.87 |
| Note: | | | | | | | | | | |
| 1. Assets pledged and Hypothecated against borrowings: Refer note no. 19 & 24. | | | | | | | | | | |
| 2. Title deeds of all the immovable property held by the Company are in the name of the Company as at March 31, 2025. | | | | | | | | | | |
| 3. Details of Title deeds of immovable Properties not held in name of the Company as at March 31, 2024 are as follows :- | | | | | | | | | | |
| Relevant line item in the Balance Sheet | Description of item of property | Gross carrying value | Title deeds held in the name of | Whether title deed holder is a promoter, director or relative of promoter / director or employee of promoter / director | Property held since which date | | | | Reason for not being held in the name of the company | |
| Property, Plant and Equipment | Land | 9.53 | Eruwhite Schablons India Limited (Amalgamating Company) | No | April 01, 2019 i.e. the appointed date as per Scheme of Amalgamation approved by Hon'ble National Company Law Tribunal. | Property acquired pursuant to scheme of amalgamation, effect of the same has not been given in the title deed by respective Government authorities. | | | | |
| Property, Plant and Equipment | Building | 155.59 | No | | | | | | | |

SOMANY CERAMICS LIMITED

| Somany Ceramics Limited
CIN :- L40200WB1968PLC224116
Notes to Standalone Financial Statements for the year ended March 31, 2025
(All amounts in rupees lakhs, unless otherwise stated) | | |
| --- | --- | --- |
| Particulars | As At
March 31, 2025 | As At
March 31, 2024 |
| 4 Non-current Investments | | |
| Investment in Equity Instruments (Unquoted, fully paid up) | | |
| i Subsidiary Companies (measured at cost) | | |
| a) 26,85,000 Equity Shares (Previous Year - 26,85,000) of Rs.10/- each of SR Continental Ltd. | 268.50 | 268.50 |
| b) 5,00,000 Equity Shares (Previous Year - 5,00,000) of Rs.10/- each of Somany Bathware Ltd. | 50.00 | 50.00 |
| c) NIL Equity Shares (Previous year - 53,04,000) of Rs.10/- each of Amora Tiles Pvt. Ltd. | - | 530.40 |
| d) 35,10,000 Equity Shares (Previous year - 35,10,000) of Rs.10/- each of Somany Excel Vitrified Pvt. Ltd. | 351.00 | 351.00 |
| e) 50,49,000 Equity Shares (Previous year - 50,49,000) of Rs.10/- each of Somany Sanitaryware Pvt. Ltd. | 550.01 | 550.01 |
| f) 45,00,000 Equity Shares (Previous year - 45,00,000) of Rs.10/- each of Vintage Tiles Pvt. Ltd. $ | 1,399.50 | 1,399.50 |
| g) 5,00,00,000 Equity Shares (Previous year - 5,00,00,000) of Rs.10/- each of Somany Plasterelle Pvt. Ltd. | 5,000.00 | 5,000.00 |
| h) 25,35,000 Equity Shares (Previous year - 25,35,000) of Rs.10/- each of Vicon Ceramic Pvt. Ltd. $ | 253.50 | 253.50 |
| i) 3,75,75,000 Equity Shares (Previous year - 3,36,75,000) of Rs. 10/- each of Sudha Somany Ceramics Pvt. Ltd. | 3,757.50 | 3,367.50 |
| j) NII Equity Shares (Previous year - 14,60,000) of Rs.10/- each of Acer Granito Pvt. Ltd. $ | - | 511.00 |
| k) 18,59,100 Equity Share (Previous Year - 18,59,100) of Rs. 10/- each of Somany Bath Fittings Pvt. Ltd. | 1,348.37 | 1,348.37 |
| l) 6,00,00,000 Equity Share (Previous Year - 6,00,00,000) of Rs. 10/- each of Somany Max Pvt. Ltd. | 6,000.00 | 6,000.00 |
| II Associate Company (measured at cost) | | |
| a) NIL (Previous year - 4,900) Equity shares of Rs.10/- each of Clean Max Ananta Pvt. Ltd.(Refer note c below) | - | 0.49 |
| III Others (Measured at PVTPL) | | |
| a) 36,340 Equity Shares (Previous year - Nil) of Rs.10/- each of Clean Max Ananta Pvt. Ltd.(Refer note c below) | 376.20 | - |
| Investment in Redeemable Preference Shares | | |
| Subsidiary Companies (measured at amortised cost) | | |
| a) 2,80,00,000 (Previous year - 2,80,00,000) 11% Cumulative Non-Convertible Redeemable Preference shares of Rs. 10/- each of Somany Max Pvt. Ltd. | 3,360.46 | 3,052.46 |
| b) 7,50,00,000 (Previous year - 7,50,00,000) 10.5% Cumulative Non-Convertible Redeemable Preference shares of Rs. 10/- each of Somany Plasterelle Pvt. Ltd. | 8,821.11 | 8,033.61 |
| c) 1,02,00,000 (Previous year - Nil) 10.5% Cumulative Non-Convertible Redeemable Preference shares of Rs. 10/- each of Sudha Somany Ceramics Pvt. Ltd. | 1,021.84 | - |
| | 32,557.99 | 30,716.34 |
| * Including share held by the nominee share holders.
S Considered as subsidiary under Ind-AS. | | |
| a. Aggregate amount of investments are given below:
Aggregate cost of unquoted investments | 30,674.58 | 29,930.27 |
| b. None of the above investments are listed on any stock exchange in India or outside India. There is no accumulated impairment as at current and previous year end. | | |
| c. The Company has made Investment in 49% equity shares of Clean Max Ananta Pvt. Ltd("CMAPL") on March 7, 2024 and it became associate of the Company. Subsequently, during the year, the Company has made further investment and has entered into various agreements with the other shareholder of CMAPL which restrict the Company to participate in the financial and operating policy decisions of the CMAPL. Therefore, the CMAPL cease to be an associate under IND AS, however, CMAPL continue as associate under the Companies act, 2013. | | |
| 5 Loans
(Unsecured, Considered Good Unless Stated Otherwise) | | |
| Inter Corporate Deposits (ICD) | | |
| - With Related Parties # | 4,974.00 | 5,353.50 |
| - With Others | 390.00 | |
| | 5,354.00 | 5,353.50 |
| Less Allowance for Losses | 18.32 | |
| | 5,345.68 | 5,353.50 |
| # For detail of loans to related parties, Refer note no. 42, Related Party Transactions. | | |

NIGA DEEHI 2145

NONCOMPANY CERAMICS LIMITED

| Somany Ceramics Limited
CIN :- L40200WB1968PLC224116
Notes to Standalone Financial Statements for the year ended March 31, 2025
(All amounts in rupees lakhs, unless otherwise stated) | | |
| --- | --- | --- |
| Particulars | As At
March 31, 2025 | As At
March 31, 2024 |
| 6 Other Non Current Financial Assets | | |
| (Unsecured, Considered Good Unless Stated Otherwise) | | |
| Bank Deposit (Pledged with Government Departments) | 0.25 | 0.25 |
| Bank Deposits held as Margin Money | 316.45 | 186.10 |
| Security Deposits | | |
| - With Related Party# | 105.00 | 105.00 |
| - With Others | 967.14 | 940.54 |
| | 1,388.84 | 1,231.89 |
| # For detail of security deposits to related parties, Refer note no. 42, Related Party Transactions. | | |
| 7 Other Non-Current Assets | | |
| Capital Advances | 27.00 | 82.83 |
| Prepaid Expenses | 11.55 | 17.14 |
| Deposits with Government Departments (under Protest) | 296.75 | 105.20 |
| | 335.30 | 205.17 |
| 8 Inventories | | |
| (Valued at Lower of Cost and Net Realisable Value) | | |
| Raw Materials and Packing Materials | 2,349.19 | 2,091.68 |
| Work-in-Progress | 621.81 | 781.87 |
| Finished Goods | 9,749.39 | 10,204.60 |
| Stock in Trade | 4,337.52 | 4,209.37 |
| Stores and Spares | 2,031.13 | 1,889.44 |
| | 19,089.04 | 19,176.96 |
| a. Inventories are hypothecated to secured borrowings. Refer note no. 19 & 24. | | |
| b. Stock in trade is net off write down provisions for slow moving inventories amounting to Rs 348.94 lakhs (previous year Rs. 383.24 lakhs). | | |
| c. Goods in transit of Rs. 160.41 lakhs (Previous year nil) and Rs. 152.48 lakhs (Previous year nil) is included in Finished Goods and Raw material respectively. | | |
| 9 Current Investments | | |
| A) Investments in Non Convertible Debentures (Quoted) (valued at fair value through profit & loss - fully paid up) | | |
| a) 400 Units (Previous Year - 400 Units) 9.70% U P Power Corporation Ltd Bonds (NCD) | 260.00 | 300.00 |
| b) 103 Units (Previous Year - 103 Units) 9.00% Shriram Transport Finance Co. Ltd. (NCD) | 1,004.25 | 1,004.25 |
| a) Investments in Equity Instruments (Quoted) (valued at fair value through Profit & Loss - fully paid up) | | |
| 550 Equity Shares (Previous Year - 550 Equity Shares) of Rs. 2/- each of Punjab National Bank Ltd. | 0.53 | 0.68 |
| | 1,264.78 | 1,304.93 |
| Aggregate Cost of Quoted Investment | 1,278.61 | 1,320.54 |
| Aggregate Market Value of Quoted Investment | 1,264.78 | 1,304.93 |
| 10 Trade Receivables | | |
| Secured | | |
| Considered Good | 1,189.00 | 1,114.56 |
| Unsecured | | |
| Considered Good | 34,357.92 | 29,731.16 |
| Have Significant increase in Credit Risk | 260.14 | 1,026.76 |
| Considered Doubtful - Credit Impaired | 2,139.96 | 1,514.28 |
| | 37,947.02 | 33,386.76 |
| Less: Allowance for losses | 2,318.96 | 2,330.34 |
| | 35,628.06 | 31,056.42 |
| a. For details of receivable from related parties, Refer note no. 42, Related Party Transactions. | | |
| b. Trade Receivables are hypothecated to secured borrowings. Refer note no. 19 & 24. | | |
| c. Refer note no. 52 (A) - Trade Receivables ageing.
secured against security deposits received from customers. | | |
| 11 Cash and Cash Equivalents | | |
| Balance with Banks | | |
| - In Current Accounts | 2,526.01 | 2,557.09 |
| Cash on Hand | 2.20 | 2.92 |
| Bank Deposits with original maturity of 3 months or less | 3,008.14 | 2,502.74 |
| | 5,536.35 | 5,062.75 |

SOMANY CERAMICS LTD
NDA
D&H
NCR
219d Accordance
2025

For detail of advances to related parties, Refer note no. 42, Related Party Transactions. | | | |

| 17 Equity Share Capital | | | |
| Authorised | | | |
| Equity Shares 16,15,00,000 (Previous Year - 16,15,00,000) of Rs. 2/- each | 3,230.00 | 3,230.00 | |
| Issued, Subscribed and Paid up | | | |
| Equity Shares 4,10,09,605 (Previous Year - 4,10,03,620) of Rs 2/- each fully paid up | 820.19 | 820.07 | |
| | 820.19 | 820.07 | |
| a. Terms and rights attached to equity shares
The Company has one class of equity shares having a par value of Rs. 2 each. Each shareholder is eligible for one vote per share held and carry a right to dividend.
The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting, except in case of interim dividend. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in proportion to their shareholding. | | | |
| b. Reconciliation of number of shares outstanding at the beginning and end of the year : | | | |
| | Number of Shares | Amount | |
| | Issued | Issued | |
| Outstanding as on April 1, 2023 | 4,24,74,208 | 849.48 | |
| Shares extinguished on buy-back | (14,70,588) | (29.41) | |
| Outstanding at the March 31, 2024 | 4,10,03,620 | 820.07 | |
| Equity Shares Issued/bought back during the year | 5,985 | 0.12 | |
| Outstanding at the March 31, 2025 | 4,10,09,605 | 820.19 | |

SOMANY CERAMICS LIMITED
216

| Somany Ceramics Limited
CIN :- L40200WB196BPLC224116
Notes to Standalone Financial Statements for the year ended March 31, 2025
(All amounts in rupees lakhs, unless otherwise stated) | | | |
| --- | --- | --- | --- |
| Particulars | As At
March 31, 2025 | As At
March 31, 2024 | |
| c. Shareholdings of Promoters at the end of March 31, 2025 | | | |
| 5. No. Promoter Name | Numbers of Shares | % of total Shares | % Change during
the year |
| i) Mr. Abhishek Somany - in capacity of Trustee of Shakthi Family Trust | 97,72,190 | 23.83% | 0.00% |
| ii) Mr. Shrivatsa Somany - in capacity of Trustee of Sanrakshith Family Trust | 42,05,385 | 10.25% | 0.00% |
| iii) Mr. Shreekant Somany - in capacity of Trustee of Srijan Family Trust | 42,05,385 | 10.25% | 0.00% |
| iv) Abhishek Somany (HUF) | 18,55,633 | 4.52% | 0.00% |
| v) Ms. Anjana Somany | 10,51,346 | 2.56% | 0.00% |
| vi) Ms. Minal Somany | 6,69,030 | 1.63% | 0.00% |
| vii) Ms. Aanvi Somany | 2,90,837 | 0.71% | 0.00% |
| viii) Ms. Anushree Chopra | 1,95,255 | 0.48% | 0.00% |
| ix) Mr. Shrivatsa Somany | 1,15,887 | 0.28% | 0.00% |
| x) Mr. Shreekant Somany | 1,15,887 | 0.28% | 0.00% |
| xi) Mr. Ameya Somany | 63,014 | 0.15% | 0.00% |
| xii) Mr. Abhishek Somany | 18,942 | 0.05% | 0.00% |
| Shareholdings of Promoters at the end of March 31, 2024 | | | |
| 5. No. Promoter Name | Numbers of Shares | % of total Shares | % Change during
the year |
| i) Mr. Abhishek Somany - in capacity of Trustee of Shakthi Family Trust | 97,72,190 | 23.83% | (3.05)% |
| ii) Mr. Shrivatsa Somany - in capacity of Trustee of Sanrakshith Family Trust | 42,05,385 | 10.26% | (3.05)% |
| iii) Mr. Shreekant Somany - in capacity of Trustee of Srijan Family Trust | 42,05,385 | 10.26% | (3.05)% |
| iv) Abhishek Somany (HUF) | 18,55,633 | 4.53% | (3.05)% |
| v) Ms. Anjana Somany | 10,51,346 | 2.56% | (3.05)% |
| vii) Ms. Minal Somany | 6,69,030 | 1.63% | (3.05)% |
| viii) Ms. Aanvi Somany | 2,90,837 | 0.71% | (3.05)% |
| viii) Ms. Anushree Chopra | 1,95,255 | 0.48% | (3.05)% |
| ix) Mr. Shrivatsa Somany | 1,15,887 | 0.28% | (3.05)% |
| x) Mr. Shreekant Somany | 1,15,887 | 0.28% | (3.05)% |
| xi) Mr. Ameya Somany | 63,014 | 0.15% | (3.06)% |
| xii) Mr. Abhishek Somany | 18,942 | 0.05% | (3.05)% |
| d. List of shareholders holding more than 5% of the Equity Share Capital of the
Company (in numbers) | | | |
| i) Mr. Abhishek Somany - in capacity of Trustee of Shakthi Family Trust | 97,72,190 | | 97,72,190 |
| ii) Mr. Shrivatsa Somany - in capacity of Trustee of Sanrakshith Family Trust | 42,05,385 | | 42,05,385 |
| iii) Mr. Shreekant Somany - in capacity of Trustee of Srijan Family Trust | 42,05,385 | | 42,05,385 |
| iv) Franklin Build India Fund # | 21,45,441 | | |
| v) Kotak Small CAP Fund | 28,28,824 | | 28,28,824 |
| | 2,31,57,225 | | 2,10,11,784 |
| # Holding as on March 31, 2024 was not more than 5%. | | | |
| e. Equity shares movement during five years preceding March 31, 2025 | | | |
| (i) Aggregate number of shares issued for consideration other than cash | | | |
| Particulars | | | |
| Equity shares issued pursuant to Scheme of Amalgamation (in FY 2021-22) | 94,782 | | 94,782 |
| Equity shares issued pursuant to Scheme of Amalgamation (in FY 2019-20) | 1,90,87,200 | | 1,90,87,200 |
| (ii) Equity shares extinguished on buy-back | | | |
| The shareholders of the Company vide postal ballot notice dated October 26, 2023 approved the proposal of buyback 14,70,588 fully paid-up Equity Shares of the
Company on a proportionate basis, through the tender offer route, at a price of Rs. 850/- per Equity Share payable in cash for an aggregate amount not exceeding
Rs. 12,500 lakhs (excluding transaction cost and taxes) on December 2, 2023. The Company bought back 14,70,588 fully paid-up Equity Shares and settled all valid
bids and extinguished equity shares bought back during year ended March 31, 2024. | | | |
| g. shares reserved for issue under options | | | |
| Information relating to: Somany Ceramics Employee Stock Option Plan 2021 (ESOP 2021) and Somany Ceramics Employee Stock Option Plan 2023 (ESOP 2023),
including details of options issued, exercised and lapsed during the financial year and options outstanding at the end of the reporting period, is set out in note 48. | | | |
| 1B Other Equity | | | |
| Share options outstanding account | | | |
| Balance at the beginning of the year | 687.43 | | 259.15 |
| Employee stock option expenses | 409.32 | | 428.28 |
| Transferred to General Reserve (share options Lapsed/ Forfeited) | (36.03) | | |
| Transferred to Security Premium (share options Exercised) | (20.73) | | |
| Closing balance | 1,039.99 | | 687.43 |

217

| Somony Ceramics Limited
CIN :-L40200WB1968PLC224116
Notes to Standalone Financial Statements for the year ended March 31, 2025
(All amounts in rupees lakhs, unless otherwise stated) | | |
| --- | --- | --- |
| Particulars | As At
March 31, 2025 | As At
March 31, 2024 |
| Capital Reserve | | |
| Balance at the beginning of the year | (4,377.31) | (4,377.31) |
| Addition/ (Transfer) during the year | - | - |
| Closing balance | (4,377.31) | (4,377.31) |
| Capital Redemption Reserve | | |
| Balance at the beginning of the year | 107.84 | 78.43 |
| Transferred from General Reserve on buyback of equity shares | - | 29.41 |
| Closing balance | 107.84 | 107.84 |
| Security Premium | | |
| Balance at the beginning of the year | 1,478.36 | 16,991.77 |
| Buyback of equity shares, including tax thereon | - | (15,375.73) |
| Transaction cost related to buyback of equity shares(net of taxes) | - | (137.68) |
| Exercise of Share options (including transfer from Share options Outstanding account) | 56.44 | - |
| Closing balance | 1,534.80 | 1,478.36 |
| General Reserve | | |
| Balance at the beginning of the year | 6,082.55 | 6,111.96 |
| Addition/ (Transfer) during the year | 36.03 | - |
| Transferred to Capital Redemption reserve on buyback of equity shares | - | (29.41) |
| Closing balance | 6,118.58 | 6,082.55 |
| Retained earnings | | |
| Balance at the beginning of the year | 67,609.50 | 58,506.64 |
| Profit for the year | 8,568.76 | 10,377.09 |
| Amount available for appropriation | 76,178.26 | 68,883.73 |
| Dividend Distributed | 1,230.11 | 1,274.23 |
| Closing Balance | 74,948.15 | 67,609.50 |
| Remeasurement of defined benefit plans | | |
| Balance at the beginning of the year | (91.61) | (99.32) |
| Other Comprehensive Income for the year | (72.27) | 7.71 |
| Closing Balance | (163.88) | (91.61) |
| Total Retained Earnings | 74,784.27 | 67,517.89 |
| Total Other Equity | 79,208.17 | 71,496.76 |
| *Refer Note no. 17(e)(ii) | | |
| 10 Borrowings | | |
| Secured | | |
| Car Loan | | |
| - from Banks | 1,367.61 | 1,401.39 |
| | 1,367.61 | 1,401.39 |
| Less: Current Maturities of Non Current Borrowings | | |
| Car Loan | | |
| - from Banks | 452.36 | 997.94 |
| | 452.36 | 997.94 |
| | 915.25 | 403.45 |
| Notes | | |
| a Car loan from Banks are secured by hypothecation of cars purchased there under and are repayable in monthly instalments over the period of loan having maturity period upto 5 years. | | |
| b As at March 31, 2025 rate of interest is variable and linked with MCLR ranging between 8.50% to 9.6% and few car loans which are at fixed interest rate ranging between 8% to 9% . | | |
| 20 Other Non Current Financial Liabilities | | |
| Trade Deposits | 3,434.66 | 3,185.94 |
| | 3,434.66 | 3,185.94 |
| 21 Provisions (Non Current) | | |
| Employees Benefits | | |
| Compensated absences | 1,130.28 | 980.52 |
| | 1,130.28 | 980.52 |

SOMANY CERAMICS LIMITED
218

| Somany Ceramics Limited
CIN :-140200WB1968PLC224116
Notes to Standalone Financial Statements for the year ended March 31, 2025
(All amounts in rupees lakhs, unless otherwise stated) | | |
| --- | --- | --- |
| Particulars | As At
March 31, 2025 | As At
March 31, 2024 |
| 23 Other Non-Current Liabilities | | |
| Security Deposits | 1,173.66 | 966.24 |
| Less: Current Maturities | 259.76 | 99.06 |
| | 913.90 | 867.18 |
| 24 Borrowings | | |
| Secured Loans: | | |
| Working Capital Facilities from Banks | - | - |
| Current Maturities of Long term Borrowings (Refer note no. 19) | 452.36 | 997.94 |
| | 452.36 | 997.94 |
| Working Capital Facilities from Banks are secured by: | | |
| a First charge by way of hypothecation of current assets including stocks of raw materials, finished goods, stock in trade and inventory work in progress, stores & spares and book debts and ranking pari-passu; and | | |
| b Second and subservient charge by way of hypothecation of all movable fixed assets & ranking pari-passu, excluding assets exclusively charged. | | |
| c Rate of interest is variable and linked with MCLR as at March 31, 2025 ranging between 9.15 % to 9.70%(previous year 9.55% to 9.70%). | | |
| 25 Trade Payables | | |
| Outstanding dues of Micro Enterprises and Small Enterprises | 4,676.75 | 4,660.70 |
| Outstanding dues other than Micro Enterprises and Small Enterprises# | 22,748.63 | 16,317.69 |
| | 27,425.38 | 20,978.39 |
| a. For MSME disclosure, Refer note no. 51. | | |
| b. # For details of payables to related parties, Refer note no. 42, Related Party Transactions. | | |
| c. Refer note no. 52 (B) - Trade Payables ageing. | | |
| 26 Other Current Financial Liabilities | | |
| Interest Accrued | 0.01 | - |
| Capital Creditors | 364.49 | 306.59 |
| Unclaimed Dividends | 28.11 | 31.98 |
| Employees related Payable$ | 3,168.12 | 2,604.78 |
| Others# | 20,263.01 | 27,379.22 |
| | 23,823.74 | 30,322.57 |
| Includes Outstanding dues of Micro Enterprises and Small Enterprises of Rs. 21.34 lakhs (Previous Year Rs 31.40 lakhs) Refer note no. 51. | | |
| $ For details of payables to related parties, Refer note no. 42, Related Party Transactions. | | |
| #Includes liability towards paying agent arrangement of Rs 20,080.73 lakhs (Previous year Rs. 27,274.52 lakhs) etc. | | |
| 27 Other Current Liabilities | | |
| Statutory Dues | 1,968.50 | 1,837.15 |
| Security Deposits - Current maturities of Other Non Current Liabilities | 259.76 | 99.06 |
| Advance from Customers | 662.08 | 623.24 |
| Sales Incentive | 3,583.87 | 3,021.86 |
| Liability under Defalcation Suit (Refer note no. 61) | 639.73 | 665.42 |
| others# | 292.59 | 314.11 |
| | 7,407.53 | 6,560.84 |
| # Includes claim payables etc. | | |
| 28 Provisions/(Current) | | |
| Employee Benefits | | |
| Gratuity (Refer note no. 41) | 184.20 | 245.90 |
| Compensated absences | 202.35 | 203.25 |
| | 386.55 | 449.15 |

| Somany Ceramics Limited
CIN :- L40200WB1968PLC224116
Notes to the Standalone Statement of Profit and Loss
(All amounts in rupees lakhs, unless otherwise stated) | | | |
| --- | --- | --- | --- |
| Particulars | For the year ended March 31, 2025 | For the year ended March 31, 2024 | |
| 29 Revenue from Operations | | | |
| Sales of Goods | 2,56,042.95 | 2,52,515.55 | |
| | 2,56,042.95 | 2,52,515.55 | |
| Other operating revenue | | | |
| Export incentives | 142.06 | 144.03 | |
| Scrap Sales | 353.03 | 331.54 | |
| Insurance Claims and Other Incomes | 180.41 | 399.11 | |
| Income From Services | 223.68 | 57.84 | |
| | 899.18 | 932.52 | |
| | 2,56,942.13 | 2,53,448.07 | |
| a) Unsatisfied performance obligation (Contract Liabilities- Advance from Customers) Refer note no.27. | | | |
| b) Reconciliation of contract price vis a vis revenue recognised in the statement of profit and loss is as follows: | | | |
| Contract Price | | | |
| (i) Sales of goods | | | |
| Tiles | 2,26,154.98 | 2,28,282.53 | |
| Others | 39,643.02 | 2,65,798.00 | 33,812.65 |
| (ii) Sales of services | 223.68 | 57.84 | |
| (iii) other operating revenue | 675.50 | 874.68 | |
| Adjustments: | | | |
| Discount/rebate/ Sales incentives | (9,755.05) | (9,579.63) | |
| Revenue recognised in statement of profit and loss | 2,56,942.13 | 2,53,448.07 | |
| c) The above revenues have been recognised at point of time. | | | |
| d) Payment terms with customers generally ranges between 0 to 60 days from the completion of performance obligation. Considering the same, the Company elects to use practical expedient as given in IND AS 115 "Revenue from contracts with customers", hence there are no significant financing component in any transaction with the customers. | | | |
| e) Sale of the products and services within India Rs. 2,47,712.37 lakhs (Previous Year Rs. 2,43,020.17 lakhs) and outside India Rs. 8,330.58 lakhs (Previous Year Rs. 9,495.38 lakhs). | | | |
| f) For contract assets-Trade Receivables and balances Refer note no. 10. | | | |
| 30 Other Income | | | |
| Interest Income | 1,981.63 | 2,482.83 | |
| Dividend Income | 0.01 | 0.01 | |
| Other non-operating revenue: | | | |
| Net Profit on Sale of Property, Plant and Equipment | 159.09 | 112.49 | |
| Profit on Sale of Current Investments measured at FVTPL | - | 216.69 | |
| Less:- Reversal of Fair Value of Current Investments measured at FVTPL | - | 165.01 | 51.68 |
| Net Gain on Fair Value of Current Investments measured at FVTPL | - | 0.43 | |
| Net Gain on Foreign Currency Translations and Transactions | 68.54 | 53.97 | |
| Miscellaneous Income | 261.63 | 110.66 | |
| | 2,470.90 | 2,812.07 | |
| 31 Cost of Materials Consumed | | | |
| Raw Materials Consumed | 20,109.83 | 22,119.21 | |
| Packing Materials Consumed | 4,043.40 | 4,092.13 | |
| | 24,153.23 | 26,211.34 | |
| 32 Change in Inventories of Finished Goods, Work-in-Progress and Stock-in-Trade | | | |
| Opening Stock | | | |
| Finished Goods | 10,204.60 | 11,014.22 | |
| Stock-in-Trade | 4,209.37 | 5,749.90 | |
| Total Finished Goods | 14,413.97 | 16,764.12 | |
| Work-in-Progress | 781.87 | 714.00 | |
| | 15,195.84 | 17,478.12 | |
| Less: Closing Stock | | | |
| Finished Goods | 9,749.39 | 10,204.60 | |
| Stock-in-Trade | 4,337.52 | 4,209.37 | |
| Total Finished Goods | 14,086.91 | 14,413.97 | |
| Work-in-Progress | 621.81 | 781.87 | |
| | 14,708.72 | 15,195.84 | |
| (Increase)/ Decrease in Stock | 487.12 | 2,282.28 | |

SENDH & CO *INDIA DILHI 221

| Somany Ceramics Limited
CIN :- L40200WB1968PLC224116
Notes to the Standalone Statement of Profit and Loss
(All amounts in rupees lakhs, unless otherwise stated) | | |
| --- | --- | --- |
| Particulars | For the year ended March 31, 2025 | For the year ended March 31, 2024 |
| 33 Employee Benefits Expense | | |
| Salary, Wages, Bonus etc. | 24,284.96 | 22,364.72 |
| Contribution towards Provident Fund and Gratuity Fund (refer note no. 41) | 1,090.96 | 1,065.71 |
| Staff Welfare expenses | 821.85 | 808.41 |
| | 26,197.77 | 24,238.84 |
| * Includes Rs 409.32 lakhs (Previous Year Rs. 428.28 lakhs) towards share based payments refer note no. 48. | | |
| 34 Finance Costs | | |
| Interest | 289.74 | 365.95 |
| Interest expense on lease liabilities | 425.03 | 363.40 |
| Other Borrowing Costs | 41.04 | 47.91 |
| | 755.81 | 777.26 |
| 35 Other Expenses | | |
| Stores and Spare Parts Consumed | 3,291.71 | 3,844.59 |
| Power & Fuel | 20,556.63 | 24,127.73 |
| Repairs and Maintenance: | | |
| Buildings | 174.33 | 154.98 |
| Plant & Machinery | 482.97 | 507.77 |
| Others | 118.09 | 122.65 |
| Rent | 277.86 | 271.18 |
| Rates & Taxes | 77.18 | 82.47 |
| Insurance | 1,364.08 | 1,135.15 |
| Travelling and Conveyance | 2,953.03 | 2,866.88 |
| Loss on Sale of Current Investments | 1.94 | |
| Less:- Reversal of Fair Value of Current Investments measured at FVTPL | 1.94 | |
| Freight Outward and Handling Charges | 4,260.41 | 4,100.02 |
| Advertisement and Sales Promotion | 5,242.61 | 5,924.62 |
| Commission to Agents | 813.39 | 668.04 |
| CSR Expenses (Refer note no. 57) | 254.40 | 225.68 |
| Provision for Credit Losses / doubtful advances | 167.84 | 214.76 |
| Bad Debts | 122.65 | 125.11 |
| Less: Provision for Credit Losses | 118.52 | 121.98 |
| Sundry Balances Written Off | 0.01 | 0.09 |
| Property, Plant and Equipment Discarded /Written off | 78.20 | 114.40 |
| Net Loss on Fair Value of Current Investments | 65.87 | |
| Others | 4,424.57 | 3,607.68 |
| | 44,607.31 | 47,971.82 |
| * For Payment to Statutory Auditor, Refer note no. 46. | | |
| 36 Earning per share (EPS) | | |
| Profit for the year (a) | 8,568.76 | 10,377.09 |
| Weighted average numbers of equity shares for calculation of EPS | | |
| Weighted average number of equity shares for basic EPS (b) | 4,10,05,619 | 4,21,20,624 |
| Effect of potential Ordinary shares on Employee Stock Options outstanding (c) | 3,185 | 43,571 |
| Weighted average number of Ordinary shares in computing diluted earnings per share d = [(b) + (c)] | 4,10,08,804 | 4,21,64,195 |
| EPS - Basic (Per share in Rs.) [(a)/(b)] | 20.89 | 24.64 |
| EPS - Diluted (Per share in Rs.) [(a)/(d)] | 20.89 | 24.61 |

222

2019 Southeast Region IQR Data DRAFT 12.30.19

U.S. DEPARTMENT OF LABOR

37 Contingent liabilities, contingent assets and commitments as identified by the Company

A. Contingent liabilities (not provided for) in respect of:

Claim and other demands against the Company not acknowledged as debts. # 407.73 397.74
Sales Tax demands against which the Company has preferred appeals. 27.77 27.77
Goods and Service Tax (excluding interest and penalty), Excise duty (excluding interest and penalty), service tax demands and show-cause notices issued against which the Company/Department has preferred appeals/filed replies. 2,147.40 338.64
Income tax demand disputed by the Company which excludes penalty, if any, as same can not be measured at this stage 65.50 60.02

5. a) Local Area Development Tax imposed by the State of Haryana disputed by the Company.

b) Entry Tax matter pending before Hon'ble High Court of Calcutta.

6. Demand from ESIC disputed by the Company. 15.41 15.41

Company has some subjective labour dispute matters impact of which cannot be ascertained at this stage.

Pending resolution of the respective proceedings, it is not practicable for the Company to estimate the timings of cash outflows, if any, in respect of the above as it is determinable only on receipt of judgments/ decisions pending with various forums/ authorities. However, the Company has reviewed all its pending litigation and proceeding and has adequately provided for where provision required and disclosed as contingent liabilities where applicable, in its financial statements. The Company does not expect the outcome of these proceeding to have a materially adverse effect on its financial position. The Company does not expect any payment in respect of the above contingent liabilities.

B. Others

In light of judgment of Honorable Supreme Court dated February 28, 2019 on the definition of “Basic Wages” under the Employees Provident Funds & Misc. Provisions Act, 1952 and based on Company’s evaluation, there are significant uncertainties and numerous interpretative issues relating to the judgement and hence, it is unclear as to whether the clarified definition of Basic Wages would be applicable prospectively or retrospectively. The amount of the obligation therefore cannot be measured with sufficient reliability for past periods and hence has currently been considered to be a contingent liability.

C. Commitments

(i) Estimated amount of Contracts remaining to be executed on Capital Account not provided for [Net of Advances] 294.84 294.36
(ii) The Company, in terms of the Share Subscription cum Shareholders Agreements with subsidiary companies, may contribute funds (loan / equity) in the proportion of its shareholding for the purpose of meeting repayment obligation to banks, financial institutions or other lenders, any statutory liability, liabilities towards fuel suppliers or such other similar liabilities, fund requirement for expansion/ diversification, etc. The Company shall not withdraw the funds so infused, if any, till the money remain due to bank.

38 Loans and Advances pursuant to Regulation 34(3) and 53(f) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015:

Particulars	Outstanding as at March 31, 2025	Maximum Amount Outstanding during the year ended March 31, 2025	Outstanding as at March 31, 2024	Maximum Amount Outstanding during the year ended March 31, 2024
Inter Corporate Deposits
Sudha Somany Ceramics Pvt. Ltd.	1,004.00	2,024.00	2,024.00	3,249.50
Somany Sanitaryware Pvt. Ltd.	500.00	510.00	510.00	880.00
Vintage Tiles Pvt. Ltd.	500.00	500.00	250.00	250.00
Somany Piasterelle Pvt. Ltd.	-	1,200.00	1,200.00	13,100.00
Vicon Ceramic Pvt. Ltd.	70.00	164.50	164.50	164.50
Somany Bath Fittings Pvt. Ltd.	-	200.00	200.00	200.00
Amora Tiles Pvt. Ltd. (Refer note no.42)	-	390.00	390.00	390.00
Somany Max Pvt. Ltd.	2,900.00	2,900.00	750.00	2,051.00
Somany Fine Vitrified Pvt. Ltd.	-	-	-	357.00
Creanza Tiles Pvt. Ltd. (Formerly known as Amora Ceramics Pvt. Ltd)	-	-	-	260.10
Security Deposit Given
Sudha Somany Ceramics Pvt. Ltd.	105.00	105.00	105.00	105.00

39 Foreign exchange exposures outstanding at the year-end:

Particulars		Amount (Foreign Currency in lakhs) March 31, 2025	Amount (Equivalent Rs. in lakhs) March 31, 2024	Amount (Foreign Currency in lakhs) March 31, 2024
Open Exposures
Receivables	USD	7.15	610.27	8.51
Receivables	EURO	0.01	0.11	-
Receivables	NPR	86.42	54.01	18.13
Payables	USD	0.06	4.75	0.43
Payables	CNY	0.10	1.13	0.06
Payables	EURO	0.11	10.08	0.03
Payables	NPR	5.72	3.57	5.66

| Somany Ceramics Limited
CIN :- L40200WB1968PLC224116
Notes to Standalone Financial Statements for the year ended March 31, 2025
(All amounts are in rupees lakhs, unless otherwise stated) |
| --- |
| 40 Details of Investment made, Loan and Guarantee given covered under section 186(4) of the Companies Act, 2013
a) Loan given for business purposes |
| Name | Terms of
repayments | For the year ended | Outstanding as at |
| | | March 31,
2025 | March 31,
2024 | March 31,
2025 | March 31,
2024 |
| Sudha Somany Ceramics Pvt. Ltd. | After one year | - | 825.00 | 1,004.00 | 2,024.00 |
| Vintage Tiles Pvt. Ltd. | After one year | 500.00 | - | 500.00 | 250.00 |
| Somany Santaryware Pvt. Ltd. | After one year | 500.00 | - | 500.00 | 510.00 |
| Vicon Ceramic Pvt. Ltd. | After one year | 70.00 | - | 70.00 | 164.50 |
| Somany Piasterelle Pvt. Ltd. | After one year | - | 1,200.00 | - | 1,200.00 |
| Somany Bath Fittings Pvt. Ltd. | After one year | - | - | - | 200.00 |
| Amora Tiles Pvt. Ltd. (Refer note no.42) | With in one Year | - | 135.00 | - | 135.00 |
| Amora Tiles Pvt. Ltd. (Refer note no.42) | After one year | 135.00 | - | 390.00 | 255.00 |
| Somany Max Pvt. Ltd. | After one year | 2,150.00 | 750.00 | 2,900.00 | 750.00 |
| The above unsecured loans carries interest rate 11.00% (Previous Year 9.00% to 12.00%)
b) Details of investments made is given in Note No. 4 and 9.
c) Also refer Note No. 37(C) (ii). |
| 41 Employee benefits
The Company contributes to the following post-employment defined benefit plans in India.

(i) Defined Contribution Plans:
The Company makes contributions towards provident fund to a defined contribution retirement benefit plan for qualifying employees. Under the plan, the Company is required to contribute a specified percentage of payroll cost to the retirement benefit plan to fund the benefits. |
| Particulars | | | For the year ended |
| | | | March 31,
2025 | March 31,
2024 | |
| Contribution to Provident Funds | | | 855.24 | 787.04 | |
| Above amounts have been included in Contributions to Provident and Gratuity Fund (Refer note no. 33) of the Statement of Profit and Loss. |
| (ii) Defined Benefit Plan:
The Company made provision for gratuity as per the Payment of Gratuity Act, 1972. The amount of gratuity payable on retirement/termination is employee's last drawn basic salary per month computed proportionately for 15 days salary multiplied for the number of years of service. Gratuity liability is being contributed to the gratuity fund formed by the company.

The most recent actuarial valuation of plan assets and the present value of the defined benefit obligation for gratuity were carried out as at March 31, 2025. The present value of the defined benefit obligations and the related current service cost and past service cost, was measured using the Projected Unit Credit Method.

A. Movement in net defined benefit (asset)/liability
The following table shows a reconciliation from the opening balances to the closing balances for net defined benefit (asset)/liability and its components: |
| Particulars | March 31, 2025 | March 31, 2024 |
| Defined benefit obligation | Fair value of plan assets | Net defined benefit (asset)/ liability | Defined benefit obligation | Fair value of plan assets | Net defined benefit (asset)/ liability |
| Opening Balance | 2,752.55 | 2,506.65 | 245.90 | 2,442.33 | 2,124.80 |
| Included in profit & loss | | | | | |
| Current service cost | 217.95 | - | 217.95 | 209.75 | - |
| Interest cost / (income) | 199.01 | (181.24) | 17.77 | 180.24 | (156.81) |
| Other Adjustment | | | | | |
| Past Service Cost including curtailment | | | | | |
| Gains/(Losses) | | | | 45.48 | - |
| | 416.96 | (181.24) | 235.72 | 435.47 | (156.81) |
| Included in OCI | | | | | |
| Remeasurements loss / (gain) | | | | | |
| Actuarial loss / (gain) arising from: | | | | | |
| - demographic assumptions | | | | | |
| - financial assumptions | 68.69 | - | 68.69 | 31.50 | - |
| - experience adjustment | 60.88 | - | 60.88 | 83.25 | - |
| - on plan assets | | (32.99) | (32.99) | | (125.04) |
| | 129.57 | (32.99) | 96.58 | 114.75 | (125.04) |
| Other | | | | | |
| Contributions paid by the employer | | 394.00 | (394.00) | - | 100.00 |
| Benefits paid | (229.38) | (229.38) | - | (240.00) | - |
| | (229.38) | 164.62 | (394.00) | (240.00) | 100.00 |
| Closing Balance | 3,069.70 | 2,885.50 | 184.20 | 2,752.55 | 2,506.65 |

224

NDA DELHI

| Summary Ceramics Limited
CIN: 140200WB1968PLC224116
Notes to Standalone Financial Statements for the year ended March 31, 2025
(All amounts are in rupees lakhs, unless otherwise stated) | | |
| --- | --- | --- |
| B. Plan assets | | |
| Particulars | March 31, 2025 | March 31, 2024 |
| Fund managed by insurer | 100% | 100% |
| | 100% | 100% |
| Above amounts have been included in Contributions to Provident and Gratuity Fund (note no. 33) of the Statement of Profit and Loss and Other Comprehensive Income.
In the absence of detailed information regarding plan assets which is funded with Insurance Company, the composition of each major category of plan assets, the percentage or amount for each category to the fair value of plan assets has not been disclosed. | | |
| C. Actuarial assumptions
The following were the principal actuarial assumptions at the reporting date (expressed as weighted averages). | | |
| Economic Assumptions | March 31, 2025 | March 31, 2024 |
| Discount rate | 6.93% | 7.23% |
| Expected rate of future salary increase | 5.00% | 5.00% |
| Demographic Assumption
Attrition rates are the company's best estimate of employee turnover in future determined considering factors such as nature of business & industry, retention policy, demand & supply in employment market, standing of the company, business plan, HR Policy etc as provided in the relevant accounting standard. Attrition rates as given below have been received as input from the company. | | |
| Mortality | March 31, 2025 | March 31, 2024 |
| | 100% of IALM | 100% of IALM (2012 - 14) |
| Retirement Age (Years) | 58 | 58 |
| Attrition at Ages | Withdrawal Rate (%) | |
| Up to 30 Years | 3 | 3 |
| From 31 to 44 years | 2 | 2 |
| Above 44 years | 1 | 1 |
| Assumptions regarding future mortality have been based on published statistics and mortality tables.
The company expects to contributes Rs. 286.03 lakhs (Previous Year Rs. 259.58 lakhs) in plan assets in the next year. | | |
| D. Sensitivity analysis
Reasonably possible changes at the reporting date to one of the relevant actuarial assumptions, holding other assumptions constant, would have affected the defined benefit obligation by the amounts shown below. | | |
| Particulars | March 31, 2025 | March 31, 2024 |
| | Increase | Decrease |
| Discount rate (0.5% movement) | (114.09) | 121.76 |
| Expected rate of future salary increase (0.5% movement) | 114.71 | (108.73) |
| | 105.12 | (99.65) |
| Sensitivities due to mortality and withdrawals are insignificant, hence ignored. Sensitivities as to rate of inflation, rate of increase of pensions in payment, rate of increase of pensions before retirement and life expectancy are not applicable being a lump sum benefit on retirement.
Although the analysis does not take account of the full distribution of cash flows expected under the plan, it does provide an approximation of the sensitivity of the assumptions shown. | | |
| E. Description of Risk Exposures:
Valuations are based on certain assumptions, which are dynamic in nature and vary over time. As such Company is exposed to various risks as follow -
A) Salary increases- Higher than expected increase in salary will increase the defined benefit obligation.
B) Investment Risk - Assets / liabilities mismatch and actual investment return on assets lower than the discount rate assumed at the last valuation date can impact the liability / Assets.
C) Discount Rate - Reduction in discount rate in subsequent valuations can increase the plan's liability.
D) Mortality & disability - Actual deaths & disability cases proving lower or higher than assumed in the valuation can impact the liabilities.
E) Withdrawals - Actual withdrawals proving higher or lower than assumed withdrawals and change of withdrawal rates at subsequent valuations can impact Plan's liability. | | |
| F. Maturity Profile of Defined Benefit Obligation | | |
| Particulars | March 31, 2025 | March 31, 2024 |
| Within 1 year | 273.65 | 266.63 |
| From 1 year to 2 Year | 123.05 | 119.04 |
| From 2 year to 3 Year | 156.95 | 119.58 |
| From 3 year to 4 Year | 141.54 | 137.46 |
| From 4 year to 5 Year | 647.91 | 119.34 |
| From 5 year to 6 Year | 168.59 | 585.28 |
| 6 Year onwards | 1558.01 | 1405.22 |
| Total | 3093.70 | 2752.55 |

NDA DILHI N/R

225

226

227
CERAMICS
2019

| Somany Ceramics Limited
C/N :- L40200W81968PLC224116
Notes to Standalone Financial Statements for the year ended March 31, 2025
(All amounts are in rupees lakhs, unless otherwise stated) | | |
| --- | --- | --- |
| Mrs. Anjana Somany
- Remuneration
- Rent Paid
Outstanding at the year-end:
- Remuneration Payable | 32.33
4.05
1.12 | 29.28
3.92
- |
| Mrs. Minal Somany
- Remuneration
- Rent Paid
Outstanding at the year-end:
- Remuneration Payable | 45.45
5.89
2.65 | 42.27
7.66
- |
| Mr. Shrivatsa Somany
- Remuneration
Outstanding at the year-end:
- Remuneration Payable | 58.07
1.46 | 39.46
- |
| Mr. Ameya Somany
- Remuneration
Outstanding at the year-end:
- Remuneration Payable | 8.19
2.00 | 10.66
- |
| Mr. Amit Sahai
- Remuneration
Outstanding at the year-end:
- Remuneration Payable | 282.83
4.93 | 270.24
- |
| Mr. Sallesh Raj Kedawat
- Remuneration
Outstanding at the year-end:
- Remuneration Payable | 139.28
3.06 | 120.45
- |
| Mr. Ambrish Julka
- Remuneration
Sale of goods
Outstanding at the year-end:
- Remuneration Payable | 43.81
0.35
1.47 | 38.47
-
- |
| b) Non-Executive/Independent Directors | | |
| Mr. G.G. Trivedi
- Commission
- Sitting Fees
Outstanding at the year-end:
- Commission Payable | 3.00
1.55
3.00 | 3.00
1.35
3.00 |
| Mr. Siddharath Bindra
- Commission
- Sitting Fees
Outstanding at the year-end:
- Commission Payable | 3.00
0.30
3.00 | 3.00
0.65
3.00 |
| Mr. Ravindra Nath
- Commission
- Sitting Fees
Outstanding at the year-end:
- Commission Payable | 3.00
0.25
3.00 | 3.00
0.55
3.00 |
| Mr. Saili Singhal
- Commission
- Sitting Fees
Outstanding at the year-end:
- Commission Payable | 3.00
0.65
3.00 | 3.00
0.65
3.00 |
| Mr. Rameshwar Singh Thakur
- Commission
- Sitting Fees
Outstanding at the year-end:
- Commission Payable | 3.00
1.70
3.00 | 3.00
1.45
3.00 |
| Mrs. Rumjhum Chatterjee
- Commission
- Sitting Fees
Outstanding at the year-end:
- Commission Payable | 3.00
0.80
3.00 | 3.00
0.75
3.00 |
| Mr. Vineet Agarwal
- Commission
- Sitting Fees
Outstanding at the year-end:
- Commission Payable | 3.00
0.80
3.00 | 3.00
0.85
3.00 |
| Mr. Manit Rastogi
- Commission
- Sitting Fees
Outstanding at the year-end:
- Commission Payable | 3.00
0.40
3.00 | -
-
- |

228
SOMAN CERAMICS

| Somany Ceramics Limited
CIN: L40200W81968PLC224116
Notes to Standalone Financial Statements for the year ended March 31, 2025
(All amounts are in rupees lakhs, unless otherwise stated) | | |
| --- | --- | --- |
| - Dividend on preference shares | 1.84 | - |
| - ICD given | - | 825.00 |
| - ICD received back | 1,020.00 | 1,225.50 |
| - Investment in Preference shares | 1,020.00 | - |
| - Investment in equity shares | 390.00 | 1,200.00 |
| Outstanding at the year-end: | | |
| - Trade Payable | 1,219.23 | 692.63 |
| - Interest receivable | 109.79 | 174.96 |
| - Dividend accrued on preference shares | 1.84 | - |
| - Security deposit receivable | 105.00 | 105.00 |
| - ICD receivable | 1,004.00 | 2,024.00 |
| Somany Bath Fittings Pvt. Ltd. | | |
| - Purchase of goods | 5,045.00 | 4,058.49 |
| - Sale of goods | 21.28 | 11.51 |
| - Sale of Property, Plant and Equipment | - | 0.31 |
| - Rent Paid | - | 0.19 |
| - Interest received | 14.32 | 22.06 |
| - Payment made on their behalf | 1.88 | 4.54 |
| - ICD received back | 200.00 | - |
| Outstanding at the year-end: | | |
| - Trade payable | 232.32 | 368.02 |
| - ICD receivable | - | 200.00 |
| Somany Plastrelle Pvt. Ltd. | | |
| - Purchase of goods | 10,555.56 | 12,317.24 |
| - Sale of goods | - | 0.10 |
| - Royalty received | 144.45 | 37.85 |
| - Interest received | 22.48 | 539.72 |
| - Dividend on preference shares | 787.50 | 533.61 |
| - Payment made on their behalf | 1.49 | 5.83 |
| - Investment in equity shares | - | 4,035.00 |
| - Investment in Preference shares | - | 7,500.00 |
| - ICD given | - | 1,200.00 |
| - ICD received back | 1,200.00 | 11,900.00 |
| Outstanding at the year-end: | | |
| - Trade Receivable | 75.57 | 32.96 |
| - Trade payable | 822.06 | 426.73 |
| - Dividend accrued on preference shares | 1,321.11 | 533.61 |
| - Interest Receivable | - | 104.56 |
| - ICD receivable | - | 1,200.00 |
| Somany Max Pvt. Ltd. | | |
| - Investment in equity shares | - | 2,000.00 |
| - Investment in Preference shares | - | 2,800.00 |
| - Purchase of goods | 9,051.47 | 1,840.72 |
| - Sale of goods | - | 0.20 |
| - Royalty received | 42.03 | 5.54 |
| - Rent Received | 0.12 | 0.12 |
| - Interest received | 199.85 | 68.89 |
| - Dividend on Preference Shares | 308.00 | 252.46 |
| - ICD given | 2,150.00 | 750.00 |
| - ICD received back | - | 2,051.00 |
| Outstanding at the year-end: | | |
| - Trade Receivable | 17.21 | - |
| - Interest Receivable | - | 25.29 |

| Somany Ceramics Limited
CIN: 140200W81968PLC224116
Notes to Standalone Financial Statements for the year ended March 31, 2025
(All amounts are in rupees lakhs, unless otherwise stated) | | | | | | |
| --- | --- | --- | --- | --- | --- | --- |
| - Dividend accrued on preference shares | | | | 560.46 | 252.46 | |
| - ICO receivable | | | | 2,900.00 | 750.00 | |
| - Trade Payable | | | | 729.01 | 565.79 | |
| d) With Associate Company are as under
Clean Max Ananta Pvt. Ltd.
- Investment in equity shares | | | | - | 0.49 | |
| e) With Employees Trusts are as under:-
Somany Employees Gratuity Fund(Formerly known as SPL Employees Gratuity Fund)
- Contribution made | | | | 394.00 | 340.00 | |
| f) With Other Related Parties are as under:-
H. L. Somany Foundation
- Contribution towards CSR Activities | | | | 254.40 | 225.68 | |
| Trans India Ceramics Pvt. Ltd.
- Purchase of goods | | | | 164.28 | 160.55 | |
| - Services received | | | | 22.36 | 16.98 | |
| Outstanding at the year-end:
- Trade payable | | | | 35.19 | 73.99 | |
| Vidres India Ceramics Pvt. Ltd.
- Purchase of goods | | | | 2,454.44 | 3,114.52 | |
| - Sale of Goods | | | | 10.33 | 0.03 | |
| - Payment made on their behalf | | | | 0.65 | - | |
| Outstanding at the year-end:
- Trade payable | | | | 57.24 | 54.97 | |
| Transport Corporation of India Ltd.
- Services received | | | | 68.40 | 66.04 | |
| Outstanding at the year-end:
- Trade payables | | | | 7.30 | 4.70 | |
| TCI Express Ltd.
- Services received | | | | 20.02 | 32.97 | |
| Outstanding at the year-end:
- Trade payables | | | | 8.49 | 7.80 | |
| TCI-Concor Multimodal Solutions Pvt. Ltd.
- Services received | | | | 2.65 | 4.58 | |
| Outstanding at the year-end:
- Trade payables | | | | 1.45 | 1.36 | |
| Also refer Note No. 37(C) (ii).
Terms and conditions of transactions with related parties:
Outstanding balances other than loan (ICD) at the year-end are unsecured, Interest Free and settlement occurs in cash.For Terms and conditions of Loan given Refer note no.40. | | | | | | |
| 43 Analytical Ratios | | | | | | |
| S. No. | Particular | Numerator (A) | Denominator (B) | March 31, 2025 | March 31, 2024 | % of variance
Reason for Variances* |
| 1 | Current Ratio | Current Assets | Current Liabilities | 1.09 | 1.01 | 7.86%
- |
| 2 | Debt-Equity Ratio | Total Debt | Net worth | 0.02 | 0.02 | (11.81)%
- |
| 3 | Debt Service Coverage Ratio | Earnings available for debt service | Debt service | 6.85 | 5.27 | 29.97%
Due to reduction in debts and increase in earnings. |
| 4 | Return on Equity Ratio | Net Profits after taxes | Average Net worth | 11.25% | 13.78% | (18.37)%
- |
| 5 | Inventory turnover ratio | Sales | Closing Inventory (Finished Goods and Stock in Trade) | 18.18 | 17.52 | 3.75%
- |
| 6 | Trade Receivables turnover ratio | Sales | Closing Trade Receivables | 7.19 | 8.13 | (11.61)%
- |
| 7 | Trade payables turnover ratio | Credit Purchases | Closing Trade Payable | 7.15 | 9.03 | (20.83)%
- |
| 8 | Net capital turnover ratio | Sales | Working capital | (229.36) | (51.18) | 348.16%
Due to decrease in working capital. |
| 9 | Net profit ratio | Net profit | Sales | 3.35% | 4.11% | (18.56)%
- |
| 10 | Return on Capital employed | Earning before exceptional items, interest and taxes
Income Received on Loans, FDRs, current investments and investment in Preference shares | Average Capital Employed
Average of Loans, FDRs current investments and investment in Preference shares | 13.82% | 17.27% | (19.99)%
Due to increase in proportionate |
| 11 | Return on investment | | | | 9.17% | 27.13%
Prefer not to be |

*Given where the variance is more than 25%.

NOLA DEBHI NCR REVISED ACCOUNTANTS

CIN :- L40200W81968PLC224116

Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3. This is the case for unlisted equity securities.

There are no transfers between level 1 and level 2 during the year

*represents investment value in a unlisted company which is yet to commence its operations.

C. Financial assets and liabilities measured at amortised cost

Particulars	Level	As at March 31, 2025		As at March 31, 2024
		Carrying Amount	Fair Value	Carrying Amount	Fair Value
Financial assets
Investments
Non Current	3	13,203.41	13,203.41	11,086.07	11,086.07
Loans
Non Current	3	5,345.68	5,345.68	5,353.50	5,353.50
Current	3			135.00	135.00
Trade receivables - current	3	35,628.06	35,628.06	31,056.42	31,056.42
Cash and cash equivalents	3	5,536.35	5,536.35	5,062.75	5,062.75
Bank balances other than above	3	28.11	28.11	32.65	32.65
Others
Non Current	3	1,388.84	1,308.19	1,231.89	1,117.39
Current	3	621.95	621.95	678.23	678.23
		61,752.40	61,671.75	54,636.51	54,522.01
Financial liabilities
Borrowings
Non current	3	915.25	915.25	403.45	403.45
Current	3	452.36	452.36	997.94	997.94
Lease Liability
Non current	3	4,807.87	4,807.87	3,412.71	3,412.71
Current	3	1,025.30	1,025.30	828.28	828.28
Other Financial Liability
Non current	3	3,434.66	3,434.66	3,185.94	3,185.94
Current	3	23,823.74	23,823.74	30,322.57	30,322.57
Trade payables - current	3	27,425.38	27,425.38	20,978.39	20,978.39
		61,884.56	61,884.56	60,129.28	60,129.28

The fair value of current financial assets and liabilities carried at amortised cost is considered equal to the carrying amounts of these items due to their short-term nature. The fair value of items that are Non-current in nature, has been determined using discounted cash flow basis.

II. Financial risk management

The Company has exposure to the following risks arising from financial instruments:

credit risk;
liquidity risk; and
market risk

i. Risk management framework

The Company's risk management policy is established to identify and analyse the risks faced by the Company, to set appropriate controls. Risk management policy is reviewed by the board annually to reflect changes in market conditions and the Company's activities.

The Company's Audit Committee oversees compliance with the Company's risk management policy, and reviews the adequacy of the risk management framework in relation to the risks faced by the Company. The Audit Committee is assisted in its oversight role by Internal Audit. Internal Audit undertakes both regular and ad hoc reviews of risk management controls and procedures, the results of which are reported to the Audit Committee.

Financial loss to the Company, arising, if a customer or counterparty to a financial instrument fails to meet its contractual obligations principally from the Company's receivables from customers and investments in debt securities.

The carrying amount of financial assets represents the maximum credit exposure. The Company monitor credit risk closely both in domestic and export market.

Trade and other receivables

The Company's exposure to credit risk is influenced mainly by the individual characteristics of each customer. However, management also considers the factors that may influence the credit risk of its customer base, including the default risk of the industry and country in which customers operate.

The Company Management has established a credit policy under which each new customer is analyzed individually for creditworthiness before the Company's standard payment and delivery terms and conditions are offered. Sales credit limit are set up for each customer and reviewed periodically. The credit risk from loans to other corporate is managed in accordance with the Company's fund management policy that includes parameters of safety, liquidity and post tax returns. The Company's review includes market check, industry feedback, past financials and external ratings, if they are available, and in some cases bank reference checks are also done.

NDA 292 DELHI NR

| Somany Ceramics Limited
CIN :-L40200WB1968PLC224116
Notes to Standalone Financial Statements for the year ended March 31, 2025
(All amounts are in rupees lakhs, unless otherwise stated) | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- |
| The Company creates allowances for impairment that represents its expected credit losses in respect of trade and other receivables. The management uses a simplified approach for the purpose of computation of expected credit loss for trade receivables. | | | | | | | |
| Particulars | Not Due | Less than 6 months | 6 months -1 year | 1-2 Years | 2-3 years | More than 3 years | Total |
| As at March 31, 2025 | | | | | | | |
| Gross Carrying amount | 27,199.61 | 8,250.74 | 181.97 | 120.06 | 54.68 | 2,139.96 | 37,947.02 |
| Specific Provision | - | (1.74) | (27.12) | (24.42) | (22.50) | (2,030.11) | (2,105.89) |
| Expected credit losses | (163.04) | (49.23) | (0.62) | (0.13) | (0.05) | - | (213.07) |
| Expected loss rate | 0.60% | 0.60% | 0.34% | 0.11% | 0.09% | 0.00% | 0.56% |
| Carrying amount | 27,036.57 | 8,199.77 | 154.23 | 95.51 | 32.13 | 109.85 | 35,628.06 |
| Particulars | Not Due | Less than 6 months | 6 months -1 year | 1-2 Years | 2-3 years | More than 3 years | Total |
| As at March 31, 2024 | | | | | | | |
| Gross Carrying amount | 24,186.06 | 6,487.24 | 170.56 | 68.34 | 29.89 | 2,444.67 | 33,386.76 |
| Specific Provision | - | (0.06) | (13.72) | (41.84) | (18.53) | (2,210.59) | (2,284.74) |
| Expected credit losses | (25.12) | (6.74) | (8.11) | (4.13) | (1.50) | - | (45.60) |
| Expected loss rate | 0.10% | 0.10% | 4.75% | 6.04% | 5.02% | 0.00% | 0.14% |
| Carrying amount | 24,160.94 | 6,480.44 | 148.73 | 22.37 | 9.86 | 234.08 | 31,056.42 |
| Reconciliation of loss allowance provision – Trade receivables | | | | | | | |
| Particulars | For the year ended March 31, 2025 March 31, 2024 | | | | | | |
| Opening balance | 2,330.34 | | | | | | 2,252.32 |
| Changes in loss allowance | (11.38) | | | | | | 78.02 |
| Closing balance | 2,318.96 | | | | | | 2,330.34 |
| Investments and Cash Deposits | | | | | | | |
| Credit risk from balances with banks is managed by the Company’s finance department.
Company invests in Bonds, Debentures, Liquid Mutual Funds, Equity instruments etc., in accordance with the Company’s Investment Policy that includes parameters of safety, liquidity and post tax returns. Company avoids the concentration of credit risk by spreading them over several counterparties with good credit rating profile and sound financial position as well as held to maturity policy. The Company’s exposure and credit ratings of its counterparties are monitored on an ongoing basis. Based on historical experience and credit profiles of counterparties, the Company does not expect any significant risk of default other than as disclosed.

iii. Liquidity risk
Liquidity risk is the risk that the Company may face difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Company’s approach to manage liquidity is to ensure, as far as possible, sufficient liquidity to meet its obligations, under both normal and stressed conditions.
Prudent liquidity risk management implies maintaining sufficient cash and marketable securities and the availability of funding through an adequate amount of committed credit facilities to meet obligations when due and to close out market positions.
Management monitors rolling forecasts of the Company’s liquidity position (comprising the undrawn borrowing facilities) and cash and cash equivalents on the basis of expected future cash flows.

Maturities of financial liabilities
The following are the remaining contractual maturities of financial liabilities at the reporting date. The amounts are gross and undiscounted, and exclude contractual interest payments and the impact of netting agreements. | | | | | | | |
| Particulars | Carrying Amount
March 31, 2025 | On demand | Contractual cash flows
Less than 1 Year | 1–5 years | More than 5 years | | |
| Financial liabilities | | | | | | | |
| Non Current borrowings* | 1,367.61 | - | 452.36 | 915.25 | - | | |
| Lease Liability | 5,833.17 | - | 1,495.39 | 4,658.52 | 1,304.62 | | |
| Other non-current financial liabilities | 3,434.66 | - | - | - | 3,434.66 | | |
| Trade payables | 27,425.38 | - | 27,425.38 | - | - | | |
| Other current financial liabilities | 23,823.74 | - | 23,823.74 | - | - | | |
| Total financial liabilities | 61,884.56 | - | 53,196.87 | 5,573.77 | 4,739.28 | | |

NINDA
DELHI
NOR
GURUERAN

234

NODA DELI NOVA

| Somany Ceramics Limited
CIN :- L40200W81968PLC224116
Notes to Standalone Financial Statements for the year ended March 31, 2025
(All amounts are in rupees lakhs, unless otherwise stated) |
| --- |
| Exposure to interest rate risk
The interest rate profile of the Company's interest-bearing financial instruments as reported to the management of the Company is as follows. |
| | Nominal Amount
March 31, 2025 March 31, 2024 |
| Fixed-rate instruments |
| Borrowings | 184.06 | 281.49 | |
| | 184.06 | 281.49 | |
| Variable-rate instruments |
| Borrowings | 1,183.55 | 1,119.90 | |
| | 1,183.55 | 1,119.90 | |
| Cash flow sensitivity analysis for variable-rate instruments
A reasonably possible change of 50 basis points in interest rates at the reporting date would have increased (decreased) equity and profit or loss by the amounts shown below. This analysis assumes that all other variables remain constant. |
| | Profit or (loss)
50 bp increase 50 bp decrease 50 bp increase 50 bp decrease | Equity, net of tax |
| March 31, 2025
Variable-rate instruments |
| Borrowings |
| Cash flow sensitivity |
| March 31, 2024
Variable-rate instruments
Borrowings |
| Cash flow sensitivity |
| Fair value sensitivity analysis for fixed-rate instruments
The Company does not account for any fixed-rate borrowings at fair value through profit or loss. Therefore, a change in interest rates at the reporting date would not affect profit or loss. |
| Capital-Work-in Progress (CWIP) Ageing Schedule as on March 31, 2025 |
| CWIP | Amount in CWIP for a period of |
| Less than 1 year | 1-2 years | 2-3 years | More than 3 years | Total |
| Projects in progress | 1,456.88 | - | - | 1,456.88 |
| Total | 1,456.88 | - | - | 1,456.88 |
| Capital-Work-in Progress (CWIP) Ageing Schedule as on March 31, 2024 |
| CWIP | Amount in CWIP for a period of |
| Less than 1 year | 1-2 years | 2-3 years | More than 3 years | Total |
| Projects in progress | 804.09 | - | - | 804.09 |
| Total | 804.09 | - | - | 804.09 |
| There were no temporarily suspended projects and/or no time overrun and/or cost overrun for the projects under capital works in progress as on March 31, 2025 and March 31, 2024. |
| Payment to Auditors |
| Particulars | For the year ended
March 31, 2025 March 31, 2024 |
| Statutory audit fee | 20.00 | 20.00 | |
| Tax audit fee | 2.50 | - | |
| Limited Review and Certification fee | 6.25 | 6.25 | |
| Reimbursement of expenses | 2.23 | 1.29 | |
| Total | 30.98 | 27.54 | |
| Exceptional items
i. The Company has divested its investment in one of its subsidiary "Acer Granito Private Limited", w.e.f December 1, 2024 through an agreement, dated on February 4, 2025, with the existing shareholders of the subsidiary resulting gain on divestment of Rs. 544.30 lakhs, during the year ended March 31, 2025.
ii. The Company has divested its investment in one of its subsidiary "Amora Tiles Private Limited", w.e.f December 1, 2024 through an agreement, dated on February 4, 2025, with the existing shareholders of the subsidiary resulting gain on divestment of Rs. 397.80 lakhs, during the year ended March 31, 2025. |

iii. The Company, in the earlier years, had impaired its investment of Rs. 1,844.73 Lakhs in NCDs, issued by SREI Equipment Finance Limited. In the previous year, Hon'ble NCLT Kolkata approved resolution plan under Insolvency & Bankruptcy Code, 2016. In terms of the Approved Resolution Plan, the implementation notice was issued by National Asset Reconstruction Company Limited ("NARCL") and Implementation and Monitoring Committee ("IMC") authorized the administrator for commencement of the distribution against claims with the record date set as at October 06, 2023. Accordingly, the Company has recognised Gain of Rs. 456.45 Lakhs as exceptional item on account recovery of Rs. 129.31 lakhs in cash and allotment of Security Receipts (SRs)/ Optionally Convertible Debentures (OCDs), to trustees on behalf of the Company, for the value of Rs. 461.13 Lakhs (recognised at an estimated fair value of Rs. 327.14 Lakhs) in terms of the Approved Resolution Plan. Pending ascertainment of the issue terms and conditions of the SRs/ OCDs the same has been disclosed under the head "Other Financial Assets".

iv. The Company has divested its investment in one of its subsidiary "Somany Fine Vitrified Private Limited", w.e.f July 1, 2023 through an agreement, dated on August 26, 2023, with the existing shareholders of the subsidiary resulting loss on divestment of Rs. 336.60 lakhs, during the year ended March 31, 2024.

48 Share Based Payments

a). Scheme Details

Nomination and Remuneration Committee (NRC) and Board of Directors at its respective meetings held on December 10, 2021 and May 23, 2023, approved an issue of stock options aggregating 4,23,794 and 12,74,226 equity shares of the face value of Rs. 2 each, up to a maximum of 1% and 3% of the then issued equity capital of the Company respectively. The shareholders of the Company vide their special resolutions passed through postal ballot on April 7, 2022 and passed at its 55th Annual General Meeting (AGM) held on 25th August, 2023 approved the issue of equity shares of the Company under Somany Ceramics Employee Stock Option Plan 2021 (ESOP 2021) and Somany Ceramics Employee Stock Option Plan 2023 (ESOP 2023) respectively. Details of options granted by NRC under the said scheme are as follows:

Particulars			ESOP 2021			ESOP 2023
No. of Options Granted		Grant-1	Grant-2	Grant-1	Grant-2	Grant-3	Grant-4	Grant-5	Grant-6
Grant Date		3,50,102
April 29, 2022	1,01,107
Feb 07, 2023	93,411
Nov 8, 2023	33,165
Nov 8, 2023	10,000
Nov 8, 2023	3,201
May 29, 2024	52,454
Feb 06, 2025	50,966
Feb 06, 2025
Vesting Schedule		The vesting period for conversion of Options for ESOP 2021 Grant 1, Grant 2 and ESOP 2023 Grant 1, Grant 5:
• On completion of 24 months from the date of grant of the Options: 25% vests
• On completion of 36 months from the date of grant of the Options: 25% vests
• On completion of 48 months from the date of grant of the Options: 25% vests
• On completion of 60 months from the date of grant of the Options: 25% vests
The vesting period for conversion of Options for ESOP 2023 Grant 2 and Grant 6:
• On completion of 12 months from the date of grant of the Options: 25% vests
• On completion of 24 months from the date of grant of the Options: 25% vests
• On completion of 36 months from the date of grant of the Options: 25% vests
• On completion of 48 months from the date of grant of the Options: 25% vests
The vesting period for conversion of Options for ESOP 2023 Grant 3 and Grant 4:
• On completion of 12 months from the date of grant of the Options: 100% vests
Maximum term of Exercise period		7 years from the date of vesting
Method of settlement		Equity
General terms and conditions of Plan		Each Option entitles the holder thereof to apply for and be allotted 1 Ordinary Share of the Company of Rs. 2.00 each upon payment of the exercise price during the exercise period. The exercise period commences from the date of vesting of the Options and expires at the end of seven years from the date of vesting in respect of Options granted under the plan.

b). Compensation expenses arising on account of share based payment

Particulars	March 31, 2025	March 31, 2024
Expenses arising from equity settled share-based payment transactions	409.32	428.28

c). Fair Value on the grant date

The fair value at grant date is determined using "Black Scholes Model" which takes into account the exercise price, term of the option, share price at grant date, expected price volatility of the underlying shares, expected dividend yield and the risk free interest rate for the term of the option. Details for which are as under:

Particulars		ESOP 2021			ESOP 2023
No. of Options Granted	Grant 1	Grant 2	Grant 1	Grant 2	Grant 3	Grant 4	Grant 5	Grant 6
Grant Date	Apr 29, 2022	Feb 07, 2023	Nov 8, 2023	Nov 8, 2023	Nov 8, 2023	May 29, 2024	Feb 06, 2025	Feb 06, 2025
Exercise price	647.85	536.05	647.85	493.46	493.46	2	514.95	493.46
Weighted Average Fair value	329.74	270.33	350.98	381.85	357.33	708.99	268.35	256.25
Risk-free interest rate	6.73%-7.15%	7.19%-7.25%	7.20%-7.23%	7.20%-7.23%	7.20%	6.93%	6.53%-6.63%	6.51%-6.59%
Expected life	5.5-8.5 years	5.5-8.5 years	5.5-8.5 years	4.5-7.5 years	4.5 years	4.5 years	5.5-8.5 years	4.5-7.5 years
Expected volatility	41.01%-43.24%	39.36%-40.92%	41.03%-46.37%	41.36%-49.92%	44.36%	44.13%	42.87%	42.87%
Expected dividend yield	0.88%	0.85%	0.65%	0.65%	0.63%	0.63%	0.63%	0.63%
The price of the underlying shares in	647.85	536.05	657.95	657.95	657.95	731.65	514.95	514.95

236

CIN – L40200WB1968PLC224116

Methodology for determination of expected volatility

: The volatility used in the Black Scholes Option Pricing model is the annualised standard deviation of the continuously compounded rates of return on the stock over a period of time. The period considered for the working is commensurate with the expected life of the Options.

Expected life

: The expected option life is assumed to be average between the option vesting and expiry (total time period available with an employee to exercise an option). Since there are multiple vesting and expiry period of each tranche, consequently the expected life will be different for each vesting schedule.

d). Movement in share options during the year (in Numbers):

Particulars	ESOP 2021		ESOP 2023
	Grant 1	Grant 2	Grant 1	Grant 2	Grant 3	Grant 4	Grant 5	Grant 6
Balance at the beginning of the year	2,98,967	86,104	90,572	33,165	10,000
Granted during the year	-	-	-	-	-	3,201	52,454	50,966
Exercised during the year	4,083	-	-	1,902	-	-	-	-
Forfeited/lapped during the year	45,237	-	-	4,868	-	-	-	-
Expired during the year	-	-	-	-	-	-	-	-
Balance at the end of the year	2,49,647	86,104	90,572	26,395	10,000	3,201	52,454	50,966

49 Dividend

During the year, the Company has paid dividend of Rs 3/- per equity share aggregating Rs. 1,230.11 Lakhs towards final dividend for the year ended March 31, 2024. Further, the Board of directors has recommended dividend of Rs. 3/- per equity share aggregating Rs. 1230.29 Lakhs in their meeting held on May 7, 2025 for the financial year ended March 31, 2025 and same is subject to approval of shareholders at the ensuing Annual General Meeting.

50 Segment Reporting

51 Based on the information available, as identified by the management there are certain vendors who have confirmed that they are covered under the Micro, Small and Medium Enterprises Development Act, 2006. Disclosures relating to dues of Micro and Small enterprises under section 22 of 'The Micro, Small and Medium Enterprises Development Act, 2006, are given below:

Particulars	March 31, 2025	March 31, 2024
Principal amount remaining unpaid to any supplier as on	4,698.09	4,692.10
Interest due on the principal remaining unpaid to any supplier as on	-	-
Interest paid by the Company in terms of Section 16 of the MSMED Act along with the amounts of the payment made to the supplier beyond the appointed day.	-	-
the amount of interest due and payable for the year of delay in making payment (which have been paid but beyond the appointed day during the year) but without adding the interest specified under this Act.	0.01	-
the amount of interest accrued and remaining unpaid during the accounting year.	-	-
The amount of further interest remaining due and payable even in the succeeding years, until such date when the interest dues above are actually paid to the small enterprise for the purpose of disallowance as a deductible expenditure under section 23 of this Act.	-	-

52 (A) - Trade Receivables ageing:

Trade Receivables ageing schedule for the period ended March 31, 2025

Particulars	Not Due	Outstanding for following periods from due date of payment
		Less than 6 months	6 months -1 year	1-2 Years	2-3 years	More than 3 years	Total
(i) Undisputed Trade receivables – considered good	27,199.61	8,213.21	102.95	22.43	8.72	-	35,546.92
(ii) Disputed Trade Receivables – which have significant increase in credit risk	-	37.53	79.02	97.63	45.96	-	260.14
(iii) Disputed Trade Receivables – credit impaired	-	-	-	-	-	2,139.96	2,139.96
	27,199.61	8,250.74	181.97	120.06	54.68	2,139.96	37,947.02

Trade Receivables ageing schedule for the period ended March 31, 2024

Particulars	Not Due	Outstanding for following periods from due date of payment
		Less than 6 months	6 months -1 year	1-2 Years	2-3 years	More than 3 years	Total
(i) Undisputed Trade receivables – considered good	24,186.06	6,487.15	152.26	12.52	7.73	-	30,845.72
(ii) Disputed Trade Receivables – which have significant increase in credit risk	-	0.03	18.30	-	14.15	938.54	1,026.76

237

| Somany Ceramics Limited
CIN :- L40200W81968PLC224116
Notes to Standalone Financial Statements for the year ended March 31, 2025
(All amounts are in rupees lakhs, unless otherwise stated) | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- |
| (iii) Disputed Trade Receivables -
credit impaired | - | 0.06 | - | 0.08 | 8.01 | 1,506.13 | 1,514.28 |
| | 24,186.06 | 6,487.24 | 170.56 | 68.34 | 29.89 | 2,444.67 | 33,386.76 |
| (B) - Trade Payables ageing | | | | | | | |
| Trade Payables ageing schedule for the period ended March 31, 2025 | | | | | | | |
| Particulars | Unbilled | Not Due | Less than 1 year | 1-2 years | 2-3 years | More than 3 years | Total |
| i) MSME | - | 4,676.75 | - | - | - | - | 4,676.75 |
| ii) Others | 590.14 | 17,346.19 | 4,769.99 | 4.39 | 16.97 | 20.95 | 22,748.63 |
| | 590.14 | 22,022.94 | 4,769.99 | 4.39 | 16.97 | 20.95 | 27,425.38 |
| Trade Payables ageing schedule for the period ended March 31, 2024 | | | | | | | |
| Particulars | Unbilled | Not Due | Less than 1 year | 1-2 years | 2-3 years | More than 3 years | Total |
| i) MSME | - | 4,660.70 | - | - | - | - | 4,660.70 |
| ii) Others | 589.03 | 12,985.69 | 2,667.00 | 19.31 | 30.46 | 26.20 | 16,317.69 |
| | 589.03 | 17,646.39 | 2,667.00 | 19.31 | 30.46 | 26.20 | 20,978.39 |
| Outstanding dues of Micro Enterprises & Small Enterprises only. | | | | | | | |
| 53 Capital Management
The Company's policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence and to sustain future development of the business. For the purpose of company's capital management, capital includes equity share capital and other equity as per balance sheet and Net Debt includes borrowings and lease liabilities less cash and cash equivalent (including other bank balance). The following table summarises the capital of the Company. | | | | | | | |
| Particulars | | | | | | March 31, 2025 | March 31, 2024 |
| Equity Share Capital | | | | | | 820.19 | 820.07 |
| Other Equity | | | | | | 79,208.17 | 71,496.76 |
| Total Equity | | | | | | 80,028.36 | 72,316.83 |
| Non-Current Borrowings | | | | | | 915.25 | 403.45 |
| Current maturities of Non-Current Borrowings | | | | | | 452.36 | 997.94 |
| Lease Liabilities | | | | | | 5,833.17 | 4,240.99 |
| Total Debts | | | | | | 7,200.78 | 5,642.38 |
| Less: Cash and cash equivalent | | | | | | 5,536.35 | 5,062.75 |
| Less: Bank balances other than cash and cash equivalent | | | | | | 28.11 | 32.65 |
| Net Debt (A) | | | | | | 1,636.32 | 546.98 |
| Capital and Net Debt (B) | | | | | | 81,664.68 | 72,863.81 |
| Gearing Ratio (A/B) | | | | | | 2.00% | 0.75% |
| 54 Changes in Liabilities from Financing Activities are as under: | | | | | | | |
| Particulars | March 31, 2025 | Cash Flow changes | Non Cash Changes | | | March 31, 2024 | |
| Non Current borrowings | 1,367.61 | (33.78) | - | - | - | 1,401.39 | |
| Current borrowings | - | - | - | - | - | - | |
| Lease Liability | 5,833.17 | (867.73) | - | 2,459.91 | 4,240.99 | | |
| Interest Accrued | 0.01 | (755.80) | 755.81 | | | | |
| Total liabilities from financing activities | 7,200.79 | (1,657.31) | 755.81 | 2,459.91 | 5,642.38 | | |
| Particulars | March 31, 2024 | Cash Flow changes | Non Cash Changes | | | As at March 31, 2023 | |
| Non Current borrowings* | 1,401.39 | (840.67) | - | - | - | 2,242.06 | |
| Current borrowings | - | (15,370.84) | - | - | - | 15,370.84 | |
| Lease Liability | 4,240.99 | (754.37) | - | 409.57 | 4,585.79 | | |
| Interest Accrued | - | (777.34) | 777.26 | - | 0.08 | | |
| Total liabilities from financing activities | 5,642.38 | (17,743.22) | 777.26 | 409.57 | 22,198.77 | | |

238

240

58 There are following charges appearing on the website of the MCA. These are very old charges against which the Company has no loan outstanding as at reporting date. The Company is taking up with the MCA to rectify it at their end.

S. No.	Lender Name	Amount	Location of the Registrar
1	L.I.C. OF INDIA	24.00	Kolkata
2	L.I.C. OF INDIA	24.00	Kolkata
3	L.I.C. OF INDIA	24.00	Kolkata
4	H.D.F.C. LTD.	19.65	Kolkata
5	ICICI BANK LTD.	50.00	Kolkata

59 Additional regulatory information required by Schedule III to be disclosed in the financial statements:

i) The Company does not have transactions with companies struck off under section 248 of the Companies Act, 2013 or Section 560 of Companies Act
ii) No proceedings have been initiated on or are pending against the Company for holding benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and Rules made thereunder.
iii) The Company has not been declared wilful defaulter by any bank or financial institution or government or any government authority.
iv) The Company has complied with the number of layers prescribed under the Companies Act, 2013.
v) There is no undisclosed income under the tax assessments under the Income Tax Act, 1961 for the year ending March 31, 2025 and March 31, 2024 which needs to be recorded in the books of account.
vi) The Company has not traded or invested in crypto currency or virtual currency during the current or previous year.
vii) Utilisation of borrowed funds and share premium:
a) The Company during the year has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding that the intermediary shall directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (Ultimate Beneficiaries) or provide any guarantee, security or the like to or on behalf of the ultimate beneficiaries.
b) The Company during the year has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or provide any guarantee, security or the like on behalf of the ultimate beneficiaries.
viii) Borrowings obtained by the Company from banks and financial institutions have been applied for the purposes for which such loans were was taken.
ix) The Company has not entered into any scheme of arrangement which has an accounting impact on current or previous financial year.

60 The company has been sanctioned working capital limit from bank on the basis of security of current assets. The quarterly returns/ statements filed by the company with the bank, are in agreement with the books of accounts of the company of the respective quarters.
61 During the financial year 2018-19, the Company had discovered defalcation of Rs. 1,585.82 lakhs committed by an employee. The Company has filed a civil as well as a criminal suit against him and his wife, being the beneficiaries. During the pendency of the suit, he and his wife have signed a 'Memorandum of Understanding' (MOU) dated February 11, 2021 with the Company, duly acknowledged by Hon'ble High Court of Gujarat vide its order dated February 12, 2021, under which he and his wife offered their immovable properties to the tune of Rs. 660.00 lakhs (net off loan of Rs. 40.17 lakhs), which has since been transferred in the name of the Company, as value determined by the Hon'ble High Court of Gujarat and a sum of Rs. 40.00 lakhs deposited by them in the Court towards compliance of their Rail condition. In terms of the said MOU, the Company is obligated to attempt to sell the properties in a diligent manner and quantify the amount received upon sale of such properties (net of expenses) and submit a purshis(s) of the same with the Hon'ble Civil Court. The Company has during the year sold four properties and increased the "Liability under Defalcation Suit". Awaiting the final decree of the Hon'ble Civil Court, the Company is holding the properties in fiduciary capacity and disclosed the same as 'Properties held in trust' under Note no. 16 amounting to Rs. 363.77 lakhs (Previous year Rs 657.75 lakhs) and also recognised 'Liability under Defalcation Suit' amounting to Rs. 639.73 lakhs (net of Expenses) (Previous year Rs. 665.42 lakhs) under Note no 27. The final accounting and taxation of the amounts mentioned in the purshis(s) would be done based on the final verdict of the Hon'ble Civil Court.
62 The Company, in the earlier years, had fully impaired its investment of Rs. 1,844.73 Lakhs in NCDs, issued by SREI Equipment Finance Limited. In the previous year, Hon'ble NCLT Kolkata approved resolution plan under Insolvency & Bankruptcy Code, 2016. In terms of the Approved Resolution Plan, the implementation notice was issued by National Asset Reconstruction Company Limited ("NARCL") and Implementation and Monitoring Committee ("IMC") authorized the administrator for commencement of the distribution against claims with the record date set as at October 06, 2023. In terms of the Approved Resolution Plan, the Company was awarded Rs 590.45 Lakhs to be received in cash and by way of allotment of Security Receipts (SRs)/ Optionally Convertible Debentures (OCDs)/Equity.

As per aforementioned resolution plan upto March 31, 2025, the Company has received Rs. 165.55 Lakhs. (FY 2024-25 Rs. 36.35 lakhs against SRs; FY 2023-24 Rs. 129.31 lakhs against cash and SRs.)

Pending ascertainment of the issue terms and conditions, these SRs/ OCDs has been disclosed under the head "Other Financial Assets" at an estimated value of Rs. 225.08 Lakhs (previous year Rs. 327.14 Lakhs).

241

Singhi & Co.
Chartered Accountants
Annexure-A
Unit No. 1704, 17th Floor,
World Trade Tower, (WTT), DND Flyway,
Sector 16, Noida 201 301 (India)
T +91 (0120) 297 0005, 92055 75996
E [email protected]
www.singhico.com

Independent Auditor’s Review Report on Quarter and Nine months ended Standalone Unaudited Financial Results of the Company pursuant to the Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, as amended

To the Board of Directors of Somany Ceramics Limited

We have reviewed the accompanying Statement of Standalone Unaudited Financial Results (“the Statement”) of Somany Ceramics Limited (“the Company”) for the quarter and nine months ended December 31, 2025. This Statement is the responsibility of the Company’s management and has been approved by the Board of Directors. Our responsibility is to issue a report on the statement based on our review.
We conducted our review of the Statement in accordance with the Standard on Review Engagements (SRE) 2410 “Review of Interim Financial Information Performed by the Independent Auditor of the Entity”, issued by the Institute of Chartered Accountants of India. This standard requires that we plan and perform the review to obtain moderate assurance as to whether the financial results are free of material misstatement. A review is limited primarily to inquiries of company personnel and analytical procedures applied to financial data and thus provides less assurance than an audit. We have not performed an audit and accordingly, we do not express an audit opinion.
Based on our review conducted as above, nothing has come to our attention that causes us to believe that the accompanying statement of unaudited financial results read with notes therein, prepared in all material respects in accordance with the applicable accounting standards and other recognized accounting practices and policies, has not disclosed the information required to be disclosed in terms of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, including the manner in which it is to be disclosed, or that it contains any material misstatement.

For Singhi & Co.
Chartered Accountants
Firm Registration No. 302049E

Shubham Dutta
Partner
Membership No. 500580
UDIN: 26500580 DFTKTO 9808

Place: Noida (Delhi NCR)
Date: January 28, 2026

Page 1 of 1
Offices: Kolkata, Delhi NCR, Mumbai, Chennai, Bengaluru, Pune & Raipur 242

Singhi & Co.
Chartered Accountants
Unit No. 1704, 17th Floor,
World Trade Tower, (WTT), DND Flyway,
Sector 16, Noida 201 301 (India)
+91 (0120) 297 0005, 92055 75996
E [email protected]
www.singhico.com

Independent Auditor's Review Report on Quarter and Nine months ended Consolidated Unaudited Financial Results of the Company Pursuant to the Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, as amended

To the Board of Directors of Somany Ceramics Limited

We have reviewed the accompanying Statement of Consolidated Unaudited Financial Results of Somany Ceramics Limited (“the Parent”) and its subsidiaries (the Parent and its subsidiaries together referred to as “the Group”) for the quarter and nine months ended December 31, 2025, (“the Statement”) being submitted by the Parent pursuant to the requirement of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended.
This Statement, which is the responsibility of the Parent’s management and approved by the Parent’s Board of Directors, has been prepared in accordance with the recognition and measurement principles laid down in Indian Accounting Standard 34 “Interim Financial Reporting” (“Ind AS 34”), prescribed under Section 133 of the Companies Act, 2013, and other accounting principles generally accepted in India. Our responsibility is to express a conclusion on the Statement based on our review.
We conducted our review of the Statement in accordance with the Standard on Review Engagements (SRE) 2410 “Review of Interim Financial Information Performed by the Independent Auditor of the Entity”, issued by the Institute of Chartered Accountants of India. A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Standards on Auditing and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

We also performed procedures in accordance with the circular issued by the SEBI under Regulation 33 (8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, to the extent applicable.

The Statement includes the results of the entities as mentioned in Annexure 1.
Based on our review conducted and procedures performed as stated in paragraph 3 above and based on the consideration of review reports of other auditors referred in paragraph 6 below, nothing has come to our attention that causes us to believe that the accompanying Statement read with notes therein, prepared in accordance with the recognition and measurement principles laid down in the aforesaid Indian Accounting Standard and other accounting principles generally accepted in India, has not disclosed the information required to be disclosed in terms of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, including the manner in which it is to be disclosed, or that it contains any material misstatement.

Page 1 of 3
Offices: Kolkata, Delhi NCR, Mumbai, Chennai, Bengaluru, Pune & Raipur

We did not review the interim financial results included in the consolidated unaudited quarter and nine months ended financial results, in respect of:
Seven subsidiaries, whose interim financial results includes total revenues of Rs. 3,248 Lakhs and Rs. 8,933 Lakhs, total net loss after tax of Rs. 3 Lakhs and Rs. 151 Lakhs and total comprehensive Income of Rs. (3) Lakhs and Rs. (150) Lakhs for the quarter and nine months ended December 31, 2025 respectively. These interim financial results have been reviewed by other auditors whose reports have been furnished to us by the Management and our conclusion on the Statement, in so far as it relates to the amounts and disclosures included in respect of these subsidiaries, is based solely on the reports of the other auditors and the procedures performed by us as stated in paragraph 3 above.
Three subsidiaries, total revenues of Rs. 9,937 Lakhs and Rs 28,595 Lakhs, total net loss after tax of Rs. 10 Lakhs and Rs. 560 Lakhs and total comprehensive Income of Rs. (10) Lakhs and Rs. (559) Lakhs for the quarter and nine months ended December 31, 2025 respectively. These reviewed financial results were adjusted to align with accounting policies of the Holding Company for preparing consolidated financial results of the Group. These adjusted interim financial results have been reviewed by other auditors whose reports have been furnished to us by the management and our conclusion on the Statement, in so far as it relates to the amounts and disclosures included in respect of these subsidiaries, is based solely on the reports of the other auditors and the procedures performed by us as stated in paragraph 3 above.

Our conclusion on the Statement is not modified in respect of the above matter.

For Singhi & Co.
Chartered Accountants
Firm Registration No. 302049E

Place: Noida (Delhi NCR)
Date: January 28, 2026

Membership No. 500580
UDIN: 26500580GCTFQ9463

Page 2 of 3
244

Singhi & Co.
Chartered Accountants
...contd.
Annexure-1

Annexure-1 to our report dated January 28, 2026 on the Quarter and Nine months ended Unaudited Consolidated Financial Results of the Somany Ceramics Limited for the quarter and nine months ended December 31, 2025:

S.No.	Name of Company	Relationship
1.	Somany Excel Vitrified Private Limited	Subsidiary
2.	Somany Bathware Limited	Subsidiary
3.	Somany Sanitary Ware Private Limited	Subsidiary
4.	SR Continental Limited	Subsidiary
5.	Somany Bath Fittings Private Limited	Subsidiary
6.	SRCL Buildwell Private Limited ^	Subsidiary
7.	Sudha Somany Ceramics Private Limited	Subsidiary
8.	Vicon Ceramic Private Limited #	Subsidiary
9.	Vintage Tiles Private Limited #	Subsidiary
10.	Somany Piastrelle Private Limited	Subsidiary
11.	Somany Max Private Limited	Subsidiary
12.	Dura Build Care Private Limited*	Subsidiary

Considered as subsidiary under Ind-AS

Step down subsidiary

Subsidiary w.e.f. 15th July, 2025

Page 3 of 3
245

SOMANY
SOMANY CERAMICS LIMITED
(Begd. Office: 2, Red Cross Plaza, Kolkata, West Bengal - 700001, CIN: 1.682809VB1968PLC224116)

STATEMENT OF STANDALONE AND CONSOLIDATED UNAUDITED FINANCIAL RESULTS FOR THE QUARTER AND NINE MONTHS ENDED 31.12.2025
(Rs. in lakhs)

Particulars	Standalone						Consolidated
	Quarter Ended			Nine Months Ended		Year Ended	Quarter Ended			Nine Months Ended		Year Ended
	31.12.2025	30.09.2025	31.12.2024	31.12.2025	31.12.2024	31.05.2025	31.12.2025	30.09.2025	31.12.2024	31.12.2025	31.12.2024	31.03.2025
	Unaudited	Unaudited	Unaudited	Unaudited	Unaudited	Audited	Unaudited	Unaudited	Unaudited	Unaudited	Unaudited	Audited
1. Revenue from operations
(a) Sale of Goods	64,476	65,563	67,080	1,87,969	1,81,935	2,56,043	67,654	68,053	64,007	1,95,854	1,87,743	2,64,331
(b) Other Operating Income	301	242	248	745	749	899	577	463	479	1,337	1,232	1,545
2. Other Income	643	761	576	2,002	1,690	2,471	255	369	182	814	523	902
Total Income	65,572	66,566	62,904	1,90,716	1,84,364	2,99,413	68,486	68,885	64,668	1,98,085	1,89,588	2,66,778
3. Expenses
(a) Cost of Materials consumed	6,823	6,024	6,398	18,364	18,131	24,133	13,341	14,100	13,381	43,098	44,492	58,995
(b) Purchases of stock-in-trade	36,739	37,345	36,656	1,07,279	1,05,125	1,47,575	20,475	21,034	18,220	59,834	47,666	71,140
(c) Changes in inventories of finished goods, work-in progress and stock-in trade	(2,343)	740	(2,303)	(2,748)	(2,177)	487	(3,007)	936	(4,393)	(3,131)	(3,827)	(2,096)
(d) Employees benefit expense	7,056	6,789	6,599	20,480	19,420	26,198	9,348	8,975	8,943	27,043	26,532	35,474
(e) Finance Costs	316	283	207	874	554	756	1,211	1,235	1,327	3,715	4,025	5,243
(f) Depreciation & amortization expense	1,605	1,531	1,500	4,712	3,761	5,312	2,792	2,629	2,282	8,019	6,115	9,026
(g) Power and Fuel	6,515	5,109	5,103	16,517	15,327	20,557	12,588	10,971	13,066	35,014	38,168	50,225
(h) Other expenses	3,861	3,683	6,426	16,722	17,334	24,050	7,286	7,129	7,923	20,964	22,104	30,059
Total expenses (a to b)	62,374	63,584	60,865	1,82,488	1,77,723	2,49,888	66,034	67,027	62,749	1,92,556	1,83,275	2,58,057
4. Profit/(loss) before exceptional items and tax	2,998	3,062	2,039	8,316	6,641	10,325	2,452	1,858	1,919	5,449	6,225	8,721
5. Less- Exceptional Item - (Gain)/Loss	-	-	(942)	-	(942)	(942)	-	-	200	-	200	200
6. Profit before Tax	3,986	3,863	3,981	8,316	7,583	11,267	3,453	1,856	1,718	5,449	6,025	8,521
7. Tax expense
- Current Tax	879	682	584	2,206	1,655	2,718	936	713	671	2,306	1,920	2,916
- Deferred Tax	(110)	127	87	(48)	207	75	(183)	(86)	81	(524)	179	(101)
- Tax for earlier years						(96)					(1)	(92)
8. Net Profit for the period	2,229	2,253	2,310	6,138	5,721	8,568	1,701	1,231	967	3,667	3,927	5,798
9. Other Comprehensive Income (OCl)
a. Items that will not be reclassified to profit or loss (net of tax)	-	72	-	72	(18)	(72)	-	85	-	85	(16)	(68)
b. Items that will be reclassified to profit or loss (net of tax)	-	-	-	-	-	-	-	-	-	-	-	-
10. Other Comprehensive Income for the period	-	72	-	72	(18)	(72)	-	85	-	85	(16)	(68)
11. Total Comprehensive Income	2,225	2,325	2,318	6,238	5,783	8,456	1,781	1,316	967	3,752	3,911	5,738
Net profit attributable to:
Owners of the Company							1,801	1,499	929	4,337	3,873	6,007
Non-Controlling Interest							(100)	(268)	38	(670)	54	(209)
Other Comprehensive Income attributable to:
Owners of the Company								84	-	84	(17)	(69)
Non-Controlling Interest								1	-	1	1	1
Total Comprehensive Income attributable to:
Owners of the Company							1,801	1,583	930	4,421	3,857	5,937
Non-Controlling Interest							(100)	(267)	37	(669)	54	(207)
12. Paid up Equity Share Capital	820	820	820	820	820	820	820	820	820	820	820	820
13. Other Equity						79,208						76,346
14. Earning Per share- In Rs. (face value of Rs. 2/- each)
Basic (In Rs.) (Not annualised)	3.44	3.49	3.63	13.02	13.95	20.89	4.39	3.65	2.26	10.57	9.45	14.65
Diluted (In Rs.) (Not annualised)	3.44	3.49	3.63	15.02	13.94	20.89	4.39	3.65	2.26	10.57	9.44	14.65

247

Notes:

These financial results have been prepared in accordance with the Indian Accounting Standards (Ind AS) prescribed under Section 133 of the Companies Act, 2013 and other recognised accounting practices and policies to the extent applicable.
The business activity of the Company falls within a single operating business segment viz 'Ceramic Tiles and Allied Products' and hence there is no other reportable segment as per Ind AS 108 'Operating Segments'.
The employee benefits expenses during the quarter and nine months ended December 31, 2025 includes provision for the fair value, measured in accordance with the provisions of Ind AS 102 'Share-based Payment', of the options granted under ESOP 2023 and ESOP 2021.
The Government of India has notified and brought into force on November 21, 2025 four new Labour Codes viz the Code on Social Security, 2020 ('Social Security Code'); the Occupational Safety, Health and Working Conditions Code, 2020; the Industrial Relations Code, 2020 and the Code on Wages, 2019 (collectively, the "Labour Codes"), which subsume, amend and replaces numerous existing central labour legislations. Till date certain specific rules and corresponding State-level notifications are yet to be notified. The Company has recognised estimated additional provisions for past service obligations, cost on account of gratuity and compensated absences of Rs. 164 Lakhs and Rs. 172 Lakhs included under 'Employee Benefits' in its financial results of the current quarter and nine months ended December 31, 2025 in standalone and consolidated results respectively. Further, the management continues to evaluate the implications, if any, of the New Labour Codes since certain specific rules and corresponding State-level notifications are yet to be notified. Impact of the same will be undertaken and accounted for upon notification of relevant rules by the appropriate authorities.
The above results were reviewed by the Audit Committee and approved by the Board of Directors in their respective meetings held on January 28, 2026 and the statutory auditor of the Company has carried out Limited review of the same.

Date: January 28, 2026
Place: Noida

中

IN THE NATIONAL COMPANY LAW TRIBUNAL

KOLKATA BENCH, COURT- I

C.A (CAA) NO. 35/KB/2026

An Application under Section 230 to 232 of the Companies Act, 2013 read with Companies (Compromises, Arrangements and

Amalgamations) Rules 2016 and other applicable provisions of law;

IN THE MATTER OF:

A Scheme of Arrangement of (First Motion):

1) SOMANY BATHWARE LIMITED, a company within the meaning of Companies Act, 2013 and having its registered office at 2, Red Cross Place, Kolkata-700001, West Bengal, within the aforesaid jurisdiction.

...APPLICANT NO. 1 / TRANSFEROR COMPANY NO. 1

2) SOMANY EXCEL VITRIFIED PRIVATE LIMITED, a company within the meaning of Companies Act, 2013 and having its registered office at 2, Red Cross Place, Kolkata-700001, West Bengal, within the aforesaid jurisdiction.

...APPLICANT NO. 2 / TRANSFEROR COMPANY NO. 2

3) SR CONTINENTAL LIMITED, a company within the meaning of Companies Act, 2013 and having its registered office at 2, Red Cross Place, Kolkata-700001, West Bengal, within the aforesaid jurisdiction.

...APPLICANT NO. 3 / TRANSFEROR COMPANY NO. 3

IN THE NATIONAL COMPANY LAW TRIBUNAL
KOLKATA BENCH, COURT- I
C.A (CAA) NO. 35/KB/2026

4) SOMANY CERAMICS LIMITED, a company within the meaning of Companies Act, 2013 and having its registered office at 2, Red Cross Place, Kolkata-700001, West Bengal, within the aforesaid jurisdiction.

1) SOMANY BATHWARE LIMITED
2) SOMANY EXCEL VITRIFIED PRIVATE LIMITED
3) SR CONTINENTAL LIMITED
4) SOMANY CERAMICS LIMITED

...Applicant Companies
Date of Pronouncement: 09.04.2026

Coram:
Smt. Bidisha Banerjee : Hon’ble Member (Judicial)
Cmde Siddharth Mishra: Hon’ble Member (Technical)

Appearances (via Hybrid Mode):
1. Ms. Tanvi Luhariwala, Adv
2. Mr. Pradeep Kumar Jewrajka, Adv
3. Ms. Pooja Jewrajka, Adv

ORDER
Per: Cmde Siddharth Mishra, Member (Technical)
1. The Court convened through hybrid mode.
2. The instant application has been filed in the first stage of the proceedings under Section 230 to 232 and other applicable provisions

Page 2 of 16

of the Companies Act, 2013 ("Act") for orders and directions with regard to convening of and/or dispensation of meeting of Equity Shareholders and secured and unsecured creditors of the Applicants, in connection with the Scheme of Arrangement between 1) SOMANY BATHWARE LIMITED being the "Transferor Company No.1/Applicant no. 1", 2) SOMANY EXCEL VITRIFIED PRIVATE LIMITED being the "Transferor Company No. 2/Applicant no. 2", 3) SR CONTINENTAL LIMITED, being the "Transferor Company No. 3/Applicant no. 3", and 4) SOMANY CERAMICS LIMITED being the "Transferee Company /Applicant no. 4" whereby and whereunder the business undertakings of the all the transferor companies is being proposed to be transferred and amalgamated into the Transferee Company, from the Appointed date viz 1st April, 2025 in the manner and on the terms and conditions stated in the said Scheme of Arrangement ("Scheme"). On such proposed scheme coming into effect, the transferor companies shall stand dissolved without the process of winding up. The copy of the said Scheme is annexed to the Company Application being- Annexure -A in Volume I at Page No. 41-87.

The Board of Directors of the Applicant Companies at their Board Meetings, held on 7th November, 2025 respectively, approved and resolved to carry out the said Scheme of Arrangement. The copies of the resolution passed by the applicant companies are annexed with the Company Application being Annexure- 'E' in Volume II at Page No. 166-168; Annexure- 'M' in Volume II at Page No. 253-255; Annexure- 'U' in Volume III at Page No. 422-424; Annexure- 'BB' in Volume IV at Page No. 590-593.
The Applicants have the following classes of shareholders and creditors:

Sl.	Name of the Applicant	Equity	Secured	Unsecured

Page 3 of 16

No.	Companies	Shareholders	Creditors	Creditors.
1.	SOMANY BATHWARE LIMITED being the “Transferor Company No.1/Applicant no. 1”	7	NIL	NIL
2.	SOMANY EXCEL VITRIFIED PRIVATE LIMITED being the “Transferor Company No. 2/Applicant no. 2”	7	NIL	8
3.	SR CONTINENTAL LIMITED, being the “Transferor Company No. 3/Applicant no. 3”	7	NIL	NIL
4.	SOMANY CERAMICS LIMITED being the “Transferee Company /Applicant no. 4	31494	4	1167

Page 4 of 16

Ld. Counsel appearing for the Applicants submit that the Applicant nos. 1, 2 and 3 are wholly owned subsidiaries of the Applicant no. 4.
Ld. Counsel appearing for the Applicants submit that shares of the Applicant no. 4 are listed on the National Stock Exchange of India Limited and BSE Limited. It is submitted that the Applicant nos. 1, 2 and 3 are wholly owned subsidiaries of the Applicant no. 4 company and hence the Applicant no. 4 is not required to obtain No-objection Certificate from the stock exchange in terms of Regulation 37 (6) of Securities and Exchange Board Of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Ld. Counsel appearing for the Applicants submit that the shares of the Applicant nos. 1, 2 and 3 companies are not listed in any stock exchange.
It is submitted by Ld. Counsel appearing for the Applicants(s) that none of the Companies involved in the Scheme are Non-Banking Finance Company.
Ld. Counsel appearing for the Applicants submit that the Valuation Report is not required in connection with the scheme as there are no issuance of shares/securities and the entire share capital of the Transferor Companies are held by the Transferee Company which shall stand cancelled pursuant to the Scheme.
It is submitted by the Ld. Counsel appearing on behalf of the Applicants that the Statutory Auditor of the respective Applicant Companies have by their certificates confirmed that the accounting treatment proposed in the scheme is in conformity with the Accounting Standards prescribed under Section 133 of the Companies Act 2013, copies whereof are annexed to the company application as Annexure

Page 5 of 16

GG, volume V at Page No. 641-645; Annexure HH, volume V at Page No. 646-650; Annexure II, volume V at Page No. 651-654; Annexure JJ, volume V at Page No. 655-658.

Ld. counsel appearing for the Applicants submits that following are the particulars with respect to the Auditors Certificate, Affidavit of Consents (in case of dispensation) and meeting to be convened of all the Applicant Companies:-

EQUITY SHAREHOLDERS
Company	Equity Shareholders as on 31st December, 2025	Auditors Certificate	Consent from Shareholders
SOMANY BATHWARE LIMITED being the “Transferor Company No.1/Applicant no. 1”	7	Annexure- ‘F’ in Volume II at Page No. 169-171	Annexure- ‘G’ in Volume II at Page No. 172-190
SOMANY EXCEL VITRIFIED PRIVATE LIMITED being the “Transferor Company No. 2/Applicant no. 2”	7	Annexure- ‘N’ in Volume II at Page No. 256-258	Annexure- ‘N’ in Volume II at Page No. 259-277
SR CONTINENTAL LIMITED, being	7	Annexure- ‘V’ in	Annexure- ‘V’ in Volume III

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the “Transferor Company No. 3/Applicant no. 3”		Volume III at Page No. 425-427	at Page No. 428-446
SOMANY CERAMICS LIMITED being the “Transferee Company /Applicant no. 4	31494	Annexure- ‘CC’ in Volume IV at Page No. 594-595A	Meeting to be convened
SECURED CREDITORS
---	---	---	---
Company	Secured Creditors as on 31st December, 2025	Auditors Certificate	Consent from Secured Creditors
SOMANY BATHWARE LIMITED being the “Transferor Company No.1/Applicant no. 1”	NIL	Annexure- ‘H’ in Volume II at Page No. 191-193	-
SOMANY EXCEL VITRIFIED PRIVATE LIMITED being the “Transferor Company No.	NIL	Annexure- ‘O’ in Volume II at Page No. 278-280	-

Page 7 of 16
254

2/Applicant no. 2”
SR CONTINENTAL LIMITED, being the “Transferor Company No. 3/Applicant no. 3”	NIL	Annexure- ‘W’ in Volume III at Page No. 447-449	-
SOMANY CERAMICS LIMITED being the “Transferee Company /Applicant no. 4	4	Annexure- ‘DD’ in Volume IV at Page No. 596-598	Annexure- ‘EE’ in Volume IV at Page No. 599-637
UNSECURED CREDITORS
---	---	---	---
Company	Unsecured Creditors as on 31st December, 2025	Auditors Certificate	Consent from Unsecured Creditors
SOMANY BATHWARE LIMITED being the “Transferor Company No.1/Applicant no. 1”	NIL	Annexure- ‘I’ in Volume II at Page No. 194-196	-
SOMANY EXCEL VITRIFIED	8	Annexure- ‘P’ in	Annexure- ‘Q’ in Volume II at

Page 8 of 16

| PRIVATE
LIMITED being
the “Transferor
Company No.
2/Applicant no.
2” | | Volume II at
Page No.
281-283 | Page No. 284-
318 |
| --- | --- | --- | --- |
| SR CONTINENTAL
LIMITED, being
the “Transferor
Company No.
3/Applicant no.
3” | NIL | Annexure-
‘X’ in
Volume III
at Page No.
450-452 | - |
| SOMANY
CERAMICS
LIMITED being
the “Transferee
Company
/Applicant no. 4 | 1167 | Annexure-
‘FF’ in
Volume IV at
Page No.
638-640 | Meeting to be
convened |

The Ld. Counsel for the Applicants further submits that the present Scheme is an arrangement between the Applicant Companies and none of the members, shareholders, and creditors will be adversely affected by the Scheme.
Ld. Counsel appearing for the Applicants submits that the Scheme is not within the purview of the Competition Act, 2002.
Directions are sought accordingly for,

a. Dispensation of the meeting of the equity shareholders of the Applicant no. 1/Transferor Company no. 1;

Page 9 of 16

b. Dispensation of the meeting of the equity shareholders of the Applicant no. 2/Transferor Company no. 2;
c. Dispensation of the meeting of the equity shareholders of the Applicant no. 3/Transferor Company No. 3;
d. Convening of the meeting of the equity shareholders of the Applicant no. 4/Transferee Company;
e. Dispensation of the meeting of the secured creditors of the Applicant no. 1/Transferor Company no. 1 having NIL Creditors.
f. Dispensation of the meeting of the secured creditors of the Applicant no. 2/Transferor Company no. 2 having NIL Creditors.
g. Dispensation of the meeting of the secured creditors of the Applicant no. 3/Transferor Company no. 3 having NIL Creditors.
h. Dispensation of the meeting of the secured creditors of the Applicant no. 4/Transferee Company.
i. Dispensation of the meeting of the unsecured creditors of the Applicant no. 1/Transferor Company no. 1 having NIL Creditors.
j. Dispensation of the meeting of the unsecured creditors of the Applicant no. 2/Transferor Company no. 2.
k. Dispensation of the meeting of the unsecured creditors of the Applicant no. 3/Transferor Company no. 3 having NIL Creditors.
l. Convening of the meeting of the unsecured creditors of Applicant no. 4/Transferee Company.

Upon perusing the records and documents in the instant proceedings and considering the submissions made on behalf of the Applicants, we allow the instant application and make the following orders:

Page 10 of 16

A. Meetings Dispensed:

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.
Meetings of the Secured Creditors of all the Applicant companies dispensed with under Section 230(1) read with Section 232(1) of the Companies Act, 2013.
Meetings of the Unsecured Creditors 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.

B. Meetings to be Held:

Meeting of Equity Shareholders of the Applicant no. 4 Company/Transferee Company;
Meeting of Unsecured Creditors of the Applicant no. 4 Company/Transferee Company;

C. Meeting Date and Time

MEETING	DAY	DATE	TIME
Meeting of Equity Shareholders of the Applicant no. 4 Company/Transferee Company	Saturday	13th June, 2026	11:30 AM
Meeting of Unsecured Creditors of the Applicant no. 4 Company/Transferee Company;	Saturday	13th June, 2026	12:30 PM

Page 11 of 16

D. Mode of Meetings:

The meetings shall be convened and held through Video Conferencing or other audio-visual mode.

E. Notice for the meetings:

i. Advertisement: As per Rule 7 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, at least 30 (thirty) clear days before the meeting to be held, as aforesaid, an advertisement of the notice of meetings be published once each in the “Business Standard” in English and “Aajkal” in Bengali, both circulated in West Bengal. The notice of the meeting shall also be placed on the website of the Applicant Companies.

ii. Individual Notices: At least 30 (thirty) clear days before the date of the meeting(s) to be held, as aforesaid, notices convening the said meeting(s), along with all documents required to be sent with the same, including a copy of the said Scheme, statement prescribed under the provisions of the Act disclosing necessary details and the prescribed form of proxy, shall be sent to each of the equity shareholders and Unsecured Creditors of the Applicant Company no. 4, as the case may be, as per Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, by Courier / Registered Post / Speed Post / Hand delivery or through email addressed to each of the equity shareholders and Unsecured Creditors of the Applicant Company no. 4, as the case may be at their last known address or email addresses as per the records of the Applicant Companies as applicable. The said notices along with accompanying documents shall also be posted on the website of the Applicant(s) if any.

Page 12 of 16
259

F. Chairperson:
Adv. Namrata Basu, (having Mobile no.: 9674752129 shall be appointed as the Chairperson for the meetings to be held as aforesaid. The chairperson shall be paid a consolidated sum of Rs 1,00,000/- (Rs One Lakh Only) for conducting the aforesaid meetings as Chairperson.

G. Scrutinizer:
Siddhartha Mukhopadhyay, (having Mobile No. 9131945851) is appointed as the Scrutinizer of the meeting(s) to be held, as aforesaid. The Scrutinizer shall be paid a consolidated sum of Rs 80,000/- (Rs Eighty Thousand Only) for acting as Scrutinizer.

H. Quorum and Attendance:
The quorum of the meeting of the shareholders of the applicant no. 4 shall be as prescribed under Section 103 of the Companies Act, 2013. The quorum of the meeting of the unsecured creditors of Applicant no. 4, be respectively fixed at 2(two) unsecured creditors present in person or by proxy in virtual mode. In case the required quorum as stated above is not present at the commencement of the meeting(s), the meeting(s) shall be adjourned by 30 (thirty) minutes and thereafter the persons/shareholders present shall be deemed to constitute the quorum.

I. Mode of Voting:
Voting shall be conducted through e-voting facility in accordance with the Companies (Management & Administration) Rules, 2014.

J. Cut-off date:
The cut-off date for determining the eligibility to vote and value of votes of the Equity Shareholders of Applicant No. 4 shall be 6th June,

Page 13 of 16

2026 and that of Unsecured Creditors of Applicant No. 4 shall be 31st December, 2025. Notices will be sent to all those who are Equity Shareholders and Unsecured Creditors of Applicant No 4.

K. Proxies:

A member/creditor entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote instead of himself and the proxy need not be a member/creditor of the Applicant Companies. Voting in case of body corporate, and voting by authorised representatives shall be permitted, provided the prescribed form/authorization is filed with the respective Applicant Companies, no later than 48 hours before the commencement of the aforesaid meeting as required under Rule 10 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016.

L. The Chairperson appointed for the aforesaid meetings of the Applicant Companies, or any other person authorized by the Chairperson shall issue notices of the aforesaid meetings.

M. The votes cast shall be scrutinized by the Scrutinizer. The Scrutinizer shall prepare and submit the reports on the meeting along with all papers relating to the voting to the Chairperson of the meetings within 7 days of the conclusion of the meetings. The Chairperson shall declare the results of the meetings after submission of the reports of the Scrutinizer.

N. The value of each Equity Shareholder or Unsecured Creditor of the Applicant Companies shall be in accordance with the books and records of the respective company as applicable, where entries in the books are disputed, the chairperson shall determine the value for purposes of the said meeting(s).

Page 14 of 16

O. The resolution for approval of the Scheme put to a meeting shall, if passed by a majority in number representing three-fourths in value of the Equity Shareholder/ Unsecured Creditor of the Applicant Company no. 4, casting their votes, as aforesaid, shall be deemed to have been duly passed on the date of such meeting(s) under Section 230(1) read with Section 232(1) of the Companies Act, 2013.

P. The Chairperson to report to the Tribunal the results of the said meeting(s) within four weeks from the date of the conclusion of the said meeting(s). Such report shall be in Form No. CAA4 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, verified by affidavit.

Notice under Section 230(5) of the Companies Act, 2013 along with all accompanying documents, including a copy of the aforesaid Scheme and statement under the provisions of the Companies Act, 2013 shall also be served on the following:

I. Regional Director, Eastern Region, Ministry of Corporate Affairs, Kolkata;
II. Registrar of Companies West Bengal,
III. Income Tax Department and Goods and Service Tax Authorities having jurisdiction over the Applicants clearly indicating the PAN/ GST registration number of the company concerned and
IV. Official Liquidator, High Court of Calcutta
V. Other Sectoral authorities that are likely to be affected by the scheme.

by sending the same by hand delivery through special messenger or by speed post; or by email within two weeks from the date of receiving this order. The notice shall specify that representation, if any, should be filed before this Tribunal within 30 days from the date of receipt of

Page 15 of 16

the notice with a copy of such representation being simultaneously sent to the Advocates / Authorized Representative of the said Applicant. If no such representation is received by the Tribunal within such period, it shall be presumed that such authorities have no representation to make on the said Scheme of Arrangement. Such notice shall be sent pursuant to Section 230(5) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Compromises, Arrangements and Amalgamations) Rules 2016 in Form No. CAA3 of the said Rules with necessary variations, incorporating the directions herein.

The Applicant(s) to file an affidavit proving service of notices to all statutory/sectoral authorities and compliance of all directions contained herein within two weeks after such services.
The application being Company Application (CAA) No. 35/KB/2026 is disposed of accordingly.
Urgent certified copy of this order, if applied for, be issued upon compliance with all requisite formalities.

Siddharth Mishra
Member (Technical)

Bidisha Banerjee
Member (Judicial)

Signed On 09.04.2026

NKS(LRA)

AI assistant

Somany Ceramics Limited — Proxy Solicitation & Information Statement 2026

61116_rns_2026-05-11_b5e12b26-7322-4ca5-8e6f-b4d8a221bfb8.pdf

HON'BLE NATIONAL COMPANY LAW TRIBUNAL CONVENED MEETING OF THE EQUITY SHAREHOLDERS OF SOMANY CERAMICS LIMITED

NOTICE TO THE EQUITY SHAREHOLDERS OF SOMANY CERAMICS LIMITED

NOTES:

THE INSTRUCTIONS FOR SHAREHOLDERS FOR E-VOTING AND JOINING VIRTUAL MEETING ARE AS UNDER:

Step 2: Access through CDSL e-Voting system in case of shareholders holding shares in physical mode and non-individual shareholders in demat mode.

Main objects as per the Memorandum of Association and main business carried on by the Transferor Company 1

III. SR Continental Limited ("SRCL"/"Transferor Company 3")

PARTICULARS OF THE TRANSFEREE COMPANY:

Somany Ceramics Limited ("Transferee Company")

SALIENT FEATURES / DETAILS / EXTRACT OF THE SCHEME OF AMALGAMATION

10. Details of Approval from regulatory authorities:

Shareholding includes 18,942 shares held by Mr. Abhishek Somany and 18,55,633 shares held by Abhishek Somany HUF, wherein Mr. Abhishek Somany being the Karta of the said HUF.

Shareholding includes 18,942 shares held by Mr. Abhishek Somany and 18,55,633 shares held by Abhishek Somany HUF, wherein Mr. Abhishek Somany being the Karta of the said HUF.

21. Other Matters:

SCHEME OF AMALGAMATION

BETWEEN

SOMANY BATHWARE LIMITED

SOMANY EXCEL VITRIFIED PRIVATE LIMITED

SR CONTINENTAL LIMITED

SOMANY CERAMICS LIMITED

THEIR RESPECTIVE SHAREHOLDERS AND CREDITORS

A. PREAMBLE

B. BACKGROUND OF COMPANIES INVOLVED IN THE SCHEME

Main Object:

Main Object:

C. RATIONALE OF THE SCHEME

D. PARTS OF THE SCHEME

PART A

DEFINITIONS AND SHARE CAPITAL OF TRANSFEROR COMPANIES AND TRANSFEREE COMPANY

1.1. DEFINITIONS

1.2. DATE OF COMING INTO EFFECT

1.3. COMPLIANCE WITH TAX LAW

1.4. UNLESS THE CONTEXT OTHERWISE REQUIRES

1.5. DATE OF APPROVAL OF SCHEME BY BOARD OF DIRECTORS AND SHARE CAPITAL

(i) Somany Bathware Limited:

(ii) Somany Excel Vitrified Private Limited:

(iii) SR Continental Limited:

(iv) Somany Ceramics Limited

PART-B

AMALGAMATION OF THE TRANSFEROR COMPANIES WITH AND INTO THE TRANSFEREE COMPANY AND THE CONSIDERATION THEREOF

2. TRANSFER AND VESTING OF ASSETS AND LIABILITIES OF THE TRANSFEROR COMPANIES INTO AND WITH THE TRANSFEREE COMPANY

2.1

2.1.1

2.1.2

3. CONSIDERATION

4. CANCELLATION OF SHARE CAPITAL OF TRANSFEROR COMPANIES

PART-C

ACCOUNTING TREATMENT IN THE BOOKS OF TRANSFEROR COMPANIES AND TRANSFEREE COMPANY

5. ACCOUNTING TREATMENT

PART-D

GENERAL TERMS AND CONDITIONS APPLICABLE TO ALL THE PARTS OF THE SCHEME

6. TRANSACTIONS BETWEEN APPOINTED DATE AND UPTO EFFECTIVE DATE

7. TREATMENT OF TAX

8. LEGAL PROCEEDINGS

9. PERMITS

10. CONTRACTS AND DEEDS

11. SAVING OF CONCLUDED TRANSACTIONS

12. DISSOLUTION OF TRANSFEROR COMPANIES WITHOUT PROCESS OF WINDING UP

13. STAFF, WORKMEN AND EMPLOYEES

14. DIVIDENDS

15. APPLICATIONS TO THE HON'BLE NCLT

16. MODIFICATIONS OR AMENDMENTS TO THE SCHEME

17. CONDITIONALITY OF SCHEME

17.1 The Scheme is conditional upon and subject to:

18. EFFECT OF NON-APPROVALS

19. COMBINATION OF AUTHORIZED SHARE CAPITAL

20. ALTERATION OF MAIN OBJECTS CLAUSE OF MEMORANDUM OF ASSOCIATION OF TRANSFEREE COMPANY

21. COSTS, CHARGES AND EXPENSES

22. SHAREHOLDERS' APPROVAL

23. NO CAUSE OF ACTION

INDEPENDENT AUDITOR'S REPORT

Report on the Audit of the Financial Statements

Opinion

Basis for Opinion

Information Other than the Financial Statements and Auditor’s Report Thereon

Responsibility of Management and Those Charged with Governance for the Financial Statements

Auditor’s Responsibilities for the Audit of the Financial Statements

Somany Ceramics Limited Proxy Solicitation & Information Statement 2026