Soma Textiles & Industries Limited is currently undergoing a fundamental structural pivot. Following a change in ownership and management control in late **2025**, the company has transitioned from a legacy textile manufacturer to an infrastructure-focused entity. Under the leadership of its new promoters, the company is leveraging expertise in national highway development while exploring high-growth industrial sectors such as tyre manufacturing and precast concrete. --- ### Strategic Pivot: From Textiles to Infrastructure Historically a prominent player in the textile industry, the company ceased its core manufacturing operations (Cotton Yarn, Denim, and Fabrics) following environmental mandates from the **Hon'ble Gujarat High Court** and **Supreme Court of India**. After a transitional period focused on cotton trading, the company has officially shifted its primary business focus to the infrastructure sector. **Evolution of Business Segments (Ind AS 108):** | Period | Primary Business Activity | Reportable Segment | | :--- | :--- | :--- | | Pre-Nov 2022 | Manufacturing (Denim, Yarn, Garments) | Textile | | Nov 2022 – Sept 2025 | **Trading of Cotton and Cotton Yarn** | Textile | | **From Dec 2025** | **Highway Construction & Infrastructure** | **Highway Construction** | --- ### New Ownership and Management Control Pursuant to a Share Purchase Agreement (SPA) dated **July 9, 2025**, the original promoters (the Somany group) exited the company, selling their **74.98%** stake (**2,47,68,058** equity shares) for **₹87.67 crore**. * **New Promoters:** **Roadway Solutions India Infra Limited (RSIIL)**, Mr. Ameet Harjinder Gadhoke, and Mrs. Teja Ranade Gadhoke. * **Open Offer:** A mandatory open offer was launched to acquire up to **82,64,942** additional shares (**25.02%** of voting capital) at **₹47.14** per share. * **Leadership:** Effective **October 10, 2025**, **Mr. Ameet Harjinder Gadhoke** serves as **Managing Director**, and **Mrs. Teja Ranade Gadhoke** serves as **Non-Executive Chairperson**. --- ### Core Operations: Infrastructure & Construction The company’s operations now align with the parent group’s (RSIIL) expertise in national highway development. The company acts as an execution partner for government bodies including **NHAI**, **MSRDC**, and the **Public Works Department**. * **Project Models:** Execution of projects under **EPC** (Engineering, Procurement, and Construction) and **HAM** (Hybrid Annuity Mode). * **Lifecycle Management:** Capabilities span material manufacturing, construction, and operations & maintenance (**O&M**). * **Project Pipeline:** Shareholders have approved material related party transactions for road infrastructure projects and Inter-Corporate Deposits (ICDs) up to a cumulative value of **₹5,300 crore** for the period **FY 2025-26 to 2027-28**. * **Immediate Revenue Streams:** The company has already received two construction work orders from its holding company, **RSIIL**. --- ### Industrial Diversification & Vertical Integration The new management is aggressively pivoting toward high-growth industrial sectors to complement its infrastructure core: * **Tyre Manufacturing:** The Board has authorized an investment ceiling of **₹100 crore** to explore the tyre sector, including setting up an in-house facility or acquiring an existing Indian or European tyre company via technology transfers or licenses. * **Precast Concrete:** Proposed acquisition of **Roadway Solutions Precast Concrete Private Limited (RSPCPL)** for up to **₹100 crore** to vertically integrate the infrastructure supply chain. * **Financial Capacity Expansion:** To support these initiatives, the company has significantly enhanced its financial limits: * **Borrowing Power:** Increased from **₹300 crore** to **₹800 crore**. * **Inter-Corporate Deposits (ICDs):** Authorized up to **₹200 crore** per related party (including agreements with Vadodara-Mumbai Expressway Package 8 & 9). --- ### Asset Monetization & Legacy Liquidation The company is systematically liquidating its legacy textile assets and land holdings in Ahmedabad to fund its new ventures and strengthen its balance sheet: * **Land Surrender:** Surrendered **35,841.85 sq. meters** to the **Ahmedabad Municipal Corporation** in March 2024 per GDCR regulations. * **Leasehold Rights:** Entered an agreement in March 2024 to assign leasehold rights for **43,834.15 sq. meters** at Rakhial, Ahmedabad. * **Real Estate Development:** Maintains a registered development agreement with **Shayona Land Corporation** for commercial unit construction on **10,648 sq. yards** of land. * **Valuation:** An independent valuation in November 2023 estimated the Ahmedabad land's **Fair Market Value (FMV)** at **₹76.02 crore** and **Realisable Sale Value (RSV)** at **₹64.62 crore**. * **Asset Disposal:** All textile plant, machinery, and luxury motor vehicles have been disposed of. --- ### Financial Performance & Capital Structure The company’s financials have been characterized by a recovery in net profitability, largely driven by exceptional items and debt restructuring. **Key Financial Metrics:** | Metric (₹ in crore) | FY 2024-25 | FY 2023-24 | FY 2022-23 | | :--- | :---: | :---: | :---: | | **Revenue from Operations** | **9.49** | **5.73** | **5.20** | | **Net Profit / (Loss)** | **69.27** | **21.09** | **165.47** | | **Net Worth** | **157.90*** | **88.53** | **75.14** | *\*As of Sept 2024/FY25 estimates.* * **Exceptional Gains:** The **FY 2022-23** profit was driven by a write-back of **₹157.03 crore** following the full prepayment of liabilities to **Invent Assets Securitization & Reconstruction Pvt. Ltd.** * **Capital Structure:** Paid-up Equity Capital stands at **₹33.03 crore** (3,30,33,000 shares). In February 2024, the company redeemed **9,75,000** (0.01%) **Non-Convertible Cumulative Redeemable Preference Shares** totaling **₹9.75 crore**. * **Associate Investment:** Holds a **40%** stake in **Soma Textiles FZC (UAE)**. This investment is **fully impaired** as losses exceed the company's interest. An outstanding unhedged loan of **₹37.81 crore** (**$6.37 million**) remains due from this associate. --- ### Risk Factors & Regulatory Outlook Investors should note several critical risks associated with the company’s transition and legal history: * **Going Concern Uncertainty:** Auditors have issued "Material Uncertainty Related to Going Concern" notices due to the cessation of manufacturing. Current profits are derived from trading, fair value gains, and exceptional items rather than industrial operations. * **Promoter Litigation:** The holding company (**RSIIL**) is involved in a major arbitration dispute with **NHAI** regarding the **Vadodara-Mumbai Expressway**. An award of **₹1,197.72 crore** is currently under challenge, with a final hearing scheduled for **July 14, 2026**. * **Compliance & Listing:** * The company must restore its **Minimum Public Shareholding (MPS)** to **25%** following the open offer. * A voluntary delisting application from the **BSE** is pending; the company intends to remain listed on the **NSE**. * A past **SEBI** penalty of **₹20,00,000** was upheld regarding a **2006 GDR issue**. * **Concentration Risk:** Growth is currently heavily dependent on contracts and Inter-Corporate Deposits (ICDs) from the promoter group and affiliates. * **Labor Transition:** The notification of new **Labour Codes** in **November 2025** presents potential transition risks regarding provident fund and gratuity liabilities.