Soma Textiles shares surge 19.99% as promoter group exits via Rs 87.7cr stake sale to Roadway Solutions

Why did Soma Textiles stock jump nearly 20% on July 11, 2025, and what does the promoter exit signal for the company’s future?

Soma Textiles & Industries Limited (NSE: SOMATEX, BSE: 521034) soared 19.99% in early trade on July 11, 2025, hitting the upper circuit limit at ₹64.66. The surge came a day after the disclosure of a binding share purchase agreement (SPA) that marks a significant shift in the ownership of the Kolkata-headquartered textile company. In a transaction valued at ₹87.67 crore, the promoter group—comprising Sarvopari Investments Private Limited and members of the Somany family—agreed to sell their entire 74.98% stake in Soma Textiles to a consortium led by Roadway Solutions India Infra Limited and individual investors Ameet Harjinder Gadhoke and Teja Ranade Gadhoke.

This controlling interest sale, which involves the transfer of over 2.47 crore equity shares, is expected to be followed by a mandatory open offer to public shareholders as required under SEBI’s Substantial Acquisition of Shares and Takeovers (SAST) Regulations, 2011. Although the listed entity itself is not a direct party to the deal, the market has reacted positively to the perceived opportunity for business revitalization and potential realignment under new ownership.

What are the terms and structure of the share sale agreement signed on July 9, 2025?

According to the disclosure submitted by Soma Textiles under Regulation 30 and 30A of SEBI’s Listing Obligations and Disclosure Requirements (LODR), the promoter group finalized the SPA on July 9, 2025. The buyers include Roadway Solutions India Infra Limited, which is acquiring 1.68 crore shares, Ameet Harjinder Gadhoke (59.46 lakh shares), and Teja Ranade Gadhoke (19.75 lakh shares). Together, these acquisitions account for the entire 74.98% promoter holding.

The cash consideration agreed upon for the transaction stands at ₹87.67 crore, valuing the deal at approximately ₹35.40 per share—well below the July 11 market price of ₹64.66, indicating a substantial premium being factored in by retail investors post-announcement. Completion of the transaction is contingent upon regulatory approvals and the successful execution of the open offer process.

What does this deal mean for management control and classification under SEBI norms?

Once the transaction is concluded, Roadway Solutions India Infra Limited, Ameet Gadhoke, and Teja Gadhoke will be reclassified as the new promoters of Soma Textiles. The Somany family and Sarvopari Investments will cease to exercise any control and will no longer hold equity in the company. As the SPA explicitly states, the outgoing promoters are selling their shares without retaining any managerial or board-level influence, and the buyers are not related parties.

The reclassification aligns with SEBI’s mandate on transparent promoter-group transitions. There is no indication of a board nominee or other non-cash considerations, making this a clean exit for the current promoters.

How has Soma Textiles performed financially and operationally in recent quarters?

While the share sale news has boosted market sentiment, Soma Textiles’ core business performance remains modest. For the fourth quarter and financial year ended March 31, 2025, the textile trading firm reported a standalone net profit of ₹6.93 crore on annual revenues of ₹14.54 crore. The earnings were primarily supported by exceptional items worth ₹69.60 crore, including a ₹68.43 crore profit on sale of fixed assets.

Without these exceptional gains, Soma Textiles posted a pre-exceptional loss of ₹1.32 crore for FY25, highlighting its ongoing operational challenges. Manufacturing operations remain halted, with the company focusing on trading in cotton and yarn. The balance sheet, however, reflects a healthy net worth of ₹157.83 crore and assets totaling ₹161.72 crore, bolstered by investments and cash equivalents.

What are analysts and institutional investors saying about the transaction?

Analysts tracking microcap restructuring trends believe the acquisition offers an entry point for a more capital-intensive or diversified business strategy. The buyer, Roadway Solutions India Infra Limited, is primarily known for infrastructure-related investments, which could imply a shift away from textiles or a pivot toward broader asset monetization strategies.

Institutional investors view the promoter exit as a neutral-to-positive development, especially given the clean separation and cash settlement. However, there is also caution about the absence of any declared strategic roadmap from the incoming promoters. The valuation differential between the SPA price (₹35.40) and current market price (₹64.66) also suggests speculative action is driving short-term gains rather than fundamental earnings re-rating.

Is Soma Textiles now a turnaround candidate or a speculative bet in disguise?

The ₹87.67 crore transaction and change in promoter ownership provide a clean slate for Soma Textiles. However, the absence of a declared growth plan from the acquirers raises questions about the future direction of the company. Given its current dependence on trading and the disposal of fixed assets, any significant operational revival would require fresh capital, product innovation, or even sectoral diversification.

Analysts emphasize the importance of monitoring regulatory filings related to the open offer and any board reshuffling in the coming months. In the short term, the stock may remain volatile, driven by retail interest, speculation around the new management’s intent, and the arbitrage between SPA pricing and market expectations.