Spinaroo Commercial Limited's Board of Directors convened on February 14, 2026, to approve significant corporate restructuring initiatives, including a preferential equity issue and strategic acquisition through share swap arrangements. The meeting, held at the company's registered office, addressed key regulatory compliance requirements under SEBI regulations.

Preferential Equity Issue Details

The board approved the issuance of up to 7,89,000 equity shares of face value Rs. 10 each on a preferential basis. The shares will be issued at Rs. 59.02 per share, generating an aggregate amount of up to Rs. 4,65,66,780.

The preferential issue will be allocated to identified investors including promoters Aditya Todi and Amit Sultania, along with promoter group entities Aditya Todi HUF and Amit Sultania HUF.

Strategic Share Swap Agreement

The company entered into a share swap agreement with Spino Poly Products Private Limited to acquire a 39.45% equity stake. The transaction will be executed at a 1:1 swap ratio, meaning one equity share of Spino Poly Products Private Limited will be exchanged for one equity share of Spinaroo Commercial Limited.

Following this acquisition, combined with the company's existing 11.55% stake acquired on September 15, 2025, Spinaroo Commercial Limited will hold a total 51% controlling stake in Spino Poly Products Private Limited.

Authorized Capital Enhancement

To facilitate these transactions, the board approved increasing the company's authorized share capital from Rs. 7,00,00,000 to Rs. 9,00,00,000, divided into 90,00,000 equity shares of Rs. 10 each. This enhancement requires amendment to the Capital Clause of the company's Memorandum of Association.

Target Company Profile

Spino Poly Products Private Limited, incorporated on December 29, 2020, operates in the manufacturing industry dealing with plastic and paper products. The company demonstrates substantial business operations with the following financial performance:

The target company maintains an authorized share capital of Rs. 2,00,00,000 and paid-up capital of Rs. 2,00,00,000.

Regulatory Compliance and Approvals

The board appointed Ms. Sneha Agarwal (Membership No: 14914), Practicing Company Secretary, as Scrutinizer to conduct the e-voting process. An Extraordinary General Meeting has been scheduled for March 11, 2026, at 12:30 P.M. through video conferencing to seek shareholders' approval for these initiatives.

The valuation for determining the swap ratio was conducted by Mr. Anurag Singal, Registered Valuer (IBBI Regd. No. IBBI/RV/06/2022/14679), based on the Audit Committee's recommendation. The transaction is structured as a related party transaction requiring shareholders' approval through special resolution.

The board meeting commenced at 12:00 P.M. and concluded at 01:00 P.M., with all decisions made in compliance with applicable statutory and regulatory requirements under the Securities and Exchange Board of India regulations.

Spinaroo Commercial Limited , a company listed on the BSE (Scrip Code: 544392), has announced its unaudited standalone financial results for the half-year ended September 30, 2025. The company's Board of Directors approved these results at a meeting held on November 11, 2025.

Financial Highlights

• Revenue: The company reported revenue from operations of Rs 1,916.95 crore for the half-year period.
• Profit: Spinaroo Commercial Limited posted a profit of Rs 42.55 crore.
• Earnings Per Share (EPS): The basic and diluted EPS stood at Rs 0.88.

Balance Sheet Changes

Comparing the unaudited figures as of September 30, 2025, with the audited figures from March 31, 2025, several key changes in the company's balance sheet are notable:

All figures in Rs crore

Other Key Points

1. Short-term Borrowings: There was a slight decrease in short-term borrowings from Rs 707.65 crore to Rs 666.41 crore.
2. Trade Receivables: The company saw a significant increase in trade receivables, rising from Rs 384.28 crore to Rs 615.96 crore.
3. Auditor's Review: The financial results were reviewed by statutory auditors R.K. Banka & Co., who issued a limited review report with no material concerns noted.

Balance Sheet Analysis

The company's balance sheet shows significant changes over the six-month period:

• Share Capital: Increased by 39.88%, suggesting a possible issuance of new shares.
• Reserves and Surplus: Grew substantially by 295.40%, which could be due to retained earnings or additional paid-in capital.
• Inventories: Rose by 22.37%, potentially indicating increased production or anticipation of higher sales.
• Cash and Cash Equivalents: Decreased by 14.73%, which may be related to the expansion of operations or investments.

Conclusion

Spinaroo Commercial Limited's half-year results for FY2026 demonstrate revenue generation and profitability, alongside significant changes in its balance sheet structure. The substantial increases in share capital and reserves indicate potential strategic moves by the company. Investors and stakeholders may want to monitor how the company utilizes its increased capital base and manages its growing inventory and receivables in the coming quarters.