Spinaroo Commercial Limited has filed its Statement of Deviation or Variation in utilisation of funds under Regulation 32 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, dated 9 January 2026. The filing, addressed to BSE Limited, pertains to the quarter and year ended 31 March 2026. The company confirmed that there are no deviations or variations in the utilisation of proceeds raised through its Preferential Issue of Convertible Warrants and Rights Issue, in line with the stated objects of fund raising.

Compliance Filing Under SEBI Regulation 32

The disclosure was made pursuant to Regulation 32 of the SEBI Listing Regulations and SEBI Circular No. CIR/CFD/CMD1/162/2019 dated 24 December 2019. Spinaroo Commercial stated that the utilisation of funds is fully in accordance with the objects for which the funds were raised, with no variation reported for the quarter ended 31 March 2026. The statement was reviewed and confirmed by the company's Audit Committee.

Statement of Deviation/Variation — Key Details

The following table summarises the key parameters of the fund utilisation statement as submitted by the company:

Signatory and Corporate Details

The filing was digitally signed by Megha Khanna, Company Secretary and Compliance Officer (Membership Number: ACS 39062), on behalf of Spinaroo Commercial Limited. The company, formerly known as Spinaroo Commercial Private Limited, is registered with CIN: L74999WB2012PLC184812 and operates from its registered office at Jalan Industrial Complex, Howrah, Kolkata.

The Board of Directors of Spinaroo Commercial Limited, at its meeting held on May 6, 2026, approved the audited standalone financial results for the quarter and year ended March 31, 2026, as required under Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The results were audited by M/s. R.K. Banka & Co., Chartered Accountants, who issued an unmodified opinion. The meeting commenced at 04:30 P.M. and concluded at 05:45 P.M.

Financial Performance: FY26 vs FY25

Spinaroo Commercial's revenue from operations remained nearly flat year-on-year, while profitability declined significantly. The company's net profit for the full year ended March 31, 2026, stood at Rs. 53.62 lakhs, compared to Rs. 143.83 lakhs for the year ended March 31, 2025. The following table summarises the key financial metrics:

For the second half of FY26 (six months ended March 31, 2026), the company reported a net profit of Rs. 9.37 lakhs, compared to Rs. 82.35 lakhs in the corresponding period of the previous year. Finance costs for the full year declined to Rs. 41.11 lakhs from Rs. 70.05 lakhs in FY25, while other expenses rose to Rs. 384.46 lakhs from Rs. 337.96 lakhs.

Balance Sheet Highlights

The company's total assets expanded to Rs. 2,784.06 lakhs as at March 31, 2026, from Rs. 2,021.23 lakhs as at March 31, 2025. Key balance sheet movements are presented below:

The increase in share capital and reserves reflects proceeds from the issue of shares (including premium) amounting to Rs. 882.65 lakhs during the period, as disclosed in the cash flow statement. Cash and cash equivalents declined to Rs. 15.40 lakhs at year-end from Rs. 59.46 lakhs at the beginning of the year.

Investment in Sister Company: Spino Poly Products Private Limited

The Board approved an investment in Spino Poly Products Private Limited, a sister company, at Rs. 59.02 per share, for up to 15% of the total shares or up to Rs. 2,00,00,000, whichever is lower. The transaction is classified as a related party transaction and has been conducted on an arm's length basis, supported by an independent valuation report. The Audit Committee approved the transaction on April 08, 2026, and the Board accorded its approval on the same date.

Key details of the target company are summarised below:

Spino Poly Products manufactures premium thin-walled plastic containers and paper plate raw materials ranging from 70gsm to 450gsm. The company operates 23 in-house injection moulding machines and 2 in-house roto gravure printing machines, with its factory located on the Kolkata–Bombay highway near Bagnan. The target company's turnover for the last three years (unaudited for 2024-25) is as follows:

The net profit of Spino Poly Products as on March 31, 2025 (unaudited) stood at Rs. 7,11,621.70.

Other Board Decisions

The Board also took the following decisions at its May 6, 2026 meeting:

• Loans and Investments Limit: Recommended a special resolution for shareholders to increase the limits for loans and investments by the company up to Rs. 6 crores, pursuant to Section 186 and other applicable provisions of the Companies Act, 2013.
• 14th Annual General Meeting: Approved convening the 14th Annual General Meeting of members on Saturday, May 30, 2026, at 12:30 P.M. (IST) through Video Conferencing / Other Audio Visual Means, along with the dispatch of a draft notice to members.

The audited financial results were signed by Director and CFO Amit Sultania (DIN: 00548098) and the audit report was issued by CA Ratan Kumar Banka, Proprietor, M/s. R.K. Banka & Co., Chartered Accountants (Firm Registration No. 320314E), from Kolkata, dated May 6, 2026.