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.

Spinaroo Commercial Limited has officially withdrawn its proposal for the preferential issue of 7,89,000 equity shares, informing BSE Limited through a regulatory filing dated April 06, 2026. The proposed issue was part of a strategic acquisition plan involving Spino Poly Products Private Limited through a share swap mechanism.

Timeline of Corporate Actions

The company had followed a structured approval process for the proposed preferential issue before deciding to withdraw:

Share Issue Details

The proposed preferential issue involved:

• Share Quantity: 7,89,000 equity shares
• Issue Basis: Preferential allotment
• Purpose: Share swap for acquisition of Spino Poly Products Private Limited
• Current Status: Withdrawn and postponed

Regulatory Compliance

The withdrawal intimation was filed under Regulation 30 of SEBI LODR Regulations 2015, ensuring compliance with disclosure requirements. Company Secretary Megha Khanna signed the regulatory filing, maintaining transparency with stakeholders about the corporate decision.

Strategic Implications

The withdrawal represents a significant shift in the company's acquisition strategy. Despite having secured both board and shareholder approvals, the management decided to postpone the preferential issue, effectively putting the acquisition of Spino Poly Products Private Limited on hold.

The company has requested BSE Limited to take the withdrawal submission on record, formally concluding the preferential issue process that had been initiated earlier in 2026.