Soma Textiles & Industries enters FY27 under a new promoter couple who hold 23.98% and a board they reconstituted, with a 752% revenue leap to ₹80.88 crore driven entirely by a highway-construction segment that began in Q3. The record carries a 20-year-old unsecured ₹33.54 crore loan to a loss-making UAE associate with no repayment terms, a ₹5,300 crore related-party framework that dwarfs the company’s own revenue, and reported profits that have not converted to operating cash.
Key findings
- A ₹33.54 crore unsecured loan to a loss-making UAE associate with no repayment terms persists, while FY26 pivots to massive new RPTs with promoter entities
Critical- A loan to associate Soma Textiles FZC, originally funded from GDR proceeds, stood at ₹33.54 crore as at 31 March 2026 with no stipulated repayment terms or interest. The associate’s accumulated losses of AED 10,35,090 have fully eroded its capital of AED 9,00,000. In FY26, shareholders approved a material RPT framework with Roadway Solutions India Infra Limited for road project collaboration and inter-corporate deposits up to ₹5,300 crore, 56,917% of annual consolidated turnover, and the company paid advances of ₹58.33 crore to that entity and ₹81.10 crore to Roadway Solutions Precast Concrete Private Limited. - Revenue surged 752% to ₹80.88 crore after a change in control, driven entirely by a new highway-construction segment that began in Q3
Major- Revenue rose from ₹9.49 crore in FY25 to ₹80.88 crore in FY26 following a change in management and control, with highway construction becoming the sole reportable segment from the quarter ended December 2025. Receivable days reached 415, up from 116 in FY25, and the receivables-to-revenue ratio rose 257%. - A complete promoter exit and board reconstitution transferred control to a husband-and-wife team who now hold 23.98% and occupy Chairperson and Managing Director roles
Major- On 9 July 2025, the existing promoters signed a Share Purchase Agreement to sell 74.98% of paid-up capital to Roadway Solutions India Infra Limited, Ameet Harjinder Gadhoke and Teja Ranade Gadhoke for ₹87.67 crore. On 10 October 2025, five directors ceased and Ameet Harjinder Gadhoke was appointed Managing Director while Teja Ranade Gadhoke became Non-Executive Director and Chairperson; the couple hold a combined 23.98%. Shareholders approved a ₹99.4 lakh ex-gratia payment to outgoing Managing Director Arvind Kumar Somany at the 87th AGM on 26 September 2025, weeks before the sale closed. - Audit opinions have been unqualified every year, but a going-concern paragraph appeared from FY2020 through FY2025, and the auditor has flagged the same unsecured UAE loan in every single year
Major- The standalone audit opinion was unqualified in each of the seven years from FY2020 through FY2026, but a “Material Uncertainty Related to Going Concern” paragraph appeared in every report from FY2020 through FY2025. The auditor’s Emphasis of Matter on the loan to Soma Textiles FZC appears in every standalone report across all seven years, with the CARO report stating “no terms and conditions set” for repayment each year. - Exceptional items were material in all 10 years, with other income exceeding PBT in FY26
Major- In FY26, other income of ₹12.74 crore exceeded profit before tax of ₹10.94 crore. In FY25, exceptional items totalled ₹69.60 crore, comprising a ₹68.43 crore profit on sale of fixed assets, a ₹1.13 crore foreign-exchange gain on the UAE associate loan, and a ₹0.04 crore write-back of liabilities no longer required. The company changed its primary business segment from textile to highway construction effective the quarter ended December 2025. - Reported profits are disconnected from cash generation, operating cash flow is deeply negative and no dividend has been paid for over 25 years
Major- In FY26, net cash from operating activities was an outflow of 102.93 crore against a net profit of 9.82 crore, a CFO/PAT ratio of -10.48x. The outflow was driven by an increase in trade receivables of 88.86 crore and other receivables of 76.19 crore. Cash and cash equivalents fell to ₹58 lakhs at year-end from 1.82 crore, even with a net investing inflow of 104.44 crore. - SEBI penalised the company and its directors for fraudulent GDR issuance; SAT reduced the company’s debarment to time served and cut its penalty to ₹20 lakh
Major- SEBI’s order dated 8 February 2021 found the company’s October 2006 GDR issue of USD 17.2975 million violated the SEBI Act and PFUTP Regulations, debarring the company from securities markets for 3 years. SAT’s judgment dated 22 February 2023 reduced the company’s debarment to the period already undergone and cut its penalty from ₹25 lakh to ₹20 lakh. The company also paid fines to NSE and BSE for delayed disclosure of related party transactions. - Disputed tax demands have grown from ₹9.25 crore to ₹26.5 crore over five years, dominated by a ₹24.26 crore income-tax demand
Minor- Contingent liabilities as at 31 March 2025 totalled ₹26.5 crore, up from 9.25 crore as at 31 March 2020, with the disputed income-tax demand rising from 6.74 crore to ₹24.26 crore. The company’s manufacturing operations were discontinued following a Gujarat High Court order dated 23 September 2021 directing closure of polluting industrial units, and the Supreme Court rejected the company’s appeal on 25 March 2022.
What to watch
- Delhi High Court hearing on 14 July 2026. NHAI vs Vadodara Mumbai Expressway PKG-08 Private Limited, where Roadways Solutions India Infra Limited (promoter and holding company) is the respondent; the Supreme Court on 9 February 2026 directed NHAI to deposit 50% of the awarded amount with the Delhi High Court Registry, with the remaining 50% receivable only after final hearing.
- Acquisition of Roadway Solutions Precast Concrete Private Limited. Expected during FY 2026-27 per the postal ballot notice dated 13 November 2025.
- Drawdowns under the ₹5,300 crore RPT framework. Valid through FY 2027-28 per the postal ballot notice dated 13 November 2025.
- Going-concern paragraph removal. The FY2026 standalone auditor’s report dropped the going-concern uncertainty paragraph that had appeared in all six prior years; the FY2027 annual report will show whether this removal is sustained.
Bottom line: This is a company that changed hands, changed its business, and changed its scale in a single year, all under a promoter couple with no prior public-company stewardship. The record carries a 20-year-old unsecured loan to a loss-making associate that the auditor has flagged every year without resolution, and a new ₹5,300 crore related-party framework that dwarfs the company’s own revenue. Reported profits exist on paper but have not converted to operating cash. Watch the Delhi High Court hearing on 14 July 2026, the drawdowns under the RPT framework, and whether the going-concern paragraph stays absent in FY2027.