Key Quantitative Figures

Standalone Financial Results (Quarter Ended June 30, 2026):

  • Total Income: ₹21,658 lakhs
  • Revenue from Operations: ₹0 lakhs (vs ₹29 lakhs in Q4 FY26)
  • Other Income: ₹21,658 lakhs (includes ₹21,428 lakhs gain on investment)
  • Total Expenses: ₹1,127 lakhs
  • Profit Before Tax: ₹20,530 lakhs
  • Profit After Tax: ₹20,530 lakhs
  • Basic EPS: ₹15.35 (Face Value ₹2)
  • Paid-up Equity Share Capital: ₹2,675 lakhs

Consolidated Financial Results (Quarter Ended June 30, 2026):

  • Revenue from Operations: ₹5,290 lakhs
  • Other Income: ₹21,822 lakhs
  • Total Income: ₹27,112 lakhs
  • Total Expenses: ₹6,900 lakhs
  • Profit Before Tax: ₹20,417 lakhs
  • Profit After Tax: ₹20,332 lakhs
  • Basic EPS (Continuing & Discontinued): ₹15.22

Dates of Action

  • Board Meeting Date: October 23, 2026 (12:00 PM to 6:30 PM)
  • SASPL First Closing: May 27, 2026
  • Additional Payment Received: July 29, 2026
  • Interim Dividend Record Date: June 2, 2026
  • Interim Dividend Payment Date: June 11, 2026
  • SAT Interim Order Date: May 7, 2026
  • Next SAT Hearing: November 2026

Parties Involved

  • Setco Automotive Limited (Holding Company)
  • Lava Cast Private Limited (Wholly-owned subsidiary)
  • Setco Auto Systems Private Limited (Divested subsidiary)
  • Shilayan Automotive UK Limited (Overseas subsidiary)
  • WEW Holdings Mauritius (Wholly-owned subsidiary)
  • Setco MEA DMCC, Dubai (Wholly-owned subsidiary)
  • RSB Transmissions (I) Limited (Acquirer)
  • Sharp & Tannan Associates LLP (Statutory Auditors)
  • Securities Appellate Tribunal (SAT)
  • SEBI Quasi Judicial Authority

Corporate Actions Approved

1. Merger Scheme Revision

  • Revised draft Scheme of Amalgamation of Lava Cast Private Limited with Setco Automotive Limited
  • Effective date changed to April 1, 2026 (from March 23, 2026)
  • Subject to NCLT, shareholder, creditor and regulatory approvals

2. Overseas Corporate Restructuring

  • SAUL: Buyback of 67.81% shares from WEW Holdings Mauritius for GBP 1
  • WEW Holdings Mauritius: Voluntary liquidation after buyback completion
  • Setco MEA DMCC: Business transfer and consolidation with SAUL
  • Setco MEA DMCC: Voluntary liquidation or alternative merger with SAUL

SASPL Divestment Details

  • Phased divestment of 100% equity interest to RSB Transmissions approved March 28, 2026
  • First closing completed May 27, 2026 (SASPL ceased to be subsidiary)
  • 41% stake sold for ~₹215 crore consideration:
  • ₹207.60 crore received on closing
  • ₹7.40 crore received July 29, 2026 after ₹2.60 crore holdback adjustment
  • Residual 24% (262,153 shares) to be sold by August 31, 2027
  • Deferred consideration up to ₹71 crore for first tranche
  • Consideration up to ₹255 crore for residual shares
  • Non-compete consideration: ₹70 crore (recognized proportionately)
  • Capacity-reservation fee: ₹33 crore payable to LCPL

SEBI Matter

  • SEBI QJA order dated February 5, 2026:
  • Promoter Directors restrained from securities market for 2 years
  • Monetary penalties on Promoter Directors and former CEO
  • Directed refund of preference share proceeds and marketing commission
  • SAT interim order dated May 7, 2026 stayed QJA order subject to penalty payment
  • Next hearing scheduled November 2026
  • Company maintains allegations are without merit

Auditor Qualifications

Standalone Emphasis Matters:

  • No current tax provision provided due to merger consideration
  • No interest charged on unsecured loans and NCDs to subsidiaries

Consolidated Qualified Opinion:

  • Overseas subsidiaries (4 entities) unaudited and management certified
  • Covering revenues ₹3,411 lakhs (12.58% of total), net profit ₹547 lakhs (2.57% of total), assets ₹11,987 lakhs (23.17% of total)
  • Below 80% asset coverage requirement under Regulation 33(3)(h)

Material Uncertainty:

  • Lava Cast Private Limited reported net loss ₹235 lakhs and negative net worth ₹13,906 lakhs

Dividend Information

  • Interim dividend declared May 26, 2026: ₹13 per equity share (650% on face value ₹2)
  • Record date: June 2, 2026
  • Paid: June 11, 2026
  • No liability recognized at March 31, 2026 reporting date

Financial Impact Assessment

  • SASPL divestment generated significant one-time gain of ₹214.28 crore
  • Merger accounting treatment pending regulatory approvals
  • SEBI matter impact contingent on final adjudication
  • Overseas restructuring involves nominal cash flows (GBP 1 for share buyback)