Setco Automotive505075Quarterly results
Board approves June-quarter results, Lava Cast merger scheme, overseas restructuring
Unaudited standalone and consolidated results for the quarter ended June 30, 2026, with the auditors' Limited Review Report.
By ScoutQuest · · 3 min read
| Line item | Latest | Year ago | YoY | Prev qtr | QoQ |
|---|---|---|---|---|---|
| Revenue from operations | 5,290 | 4,712 | +12.3% | 5,278 | +0.2% |
| Total income | 27,112 | 4,808 | +464% | 6,018 | +351% |
| Profit before tax | 20,417 | (564) | — | (680) | — |
| Profit after tax | 20,332 | (4,223) | — | 13,642 | +49% |
| Total comprehensive income | 20,296 | (4,234) | — | 14,066 | +44.3% |
| Basic EPS | 15.22 | (2.61) | — | 8.93 | +70.4% |
- Total income
- Latest 27,112; Year ago 4,808 (+464%); Prev qtr 6,018 (+351%)
- Profit after tax
- Latest 20,332; Year ago (4,223); Prev qtr 13,642 (+49%)
- Period
- 30-Jun-26 Unaudited
Also decided at the meeting
- Approved the revised draft Scheme of Amalgamation (merger by absorption) of wholly-owned subsidiary Lava Cast Private Limited with the Company under Sections 230 to 232.
- Approved buyback by Shilayan Automotive UK Limited of 67.81% shares held by WEW Holdings Mauritius for GBP 1, making SAUL a wholly owned subsidiary of the Company.
- Approved voluntary liquidation and closure of WEW Holdings Mauritius after completion of the SAUL buyback.
- Approved transfer and consolidation of business of Setco MEA DMCC, Dubai with SAUL, followed by its voluntary liquidation or an alternative merger/consolidation with SAUL.
Auditor's review
Conclusion: Qualified
- Qualified: 4 overseas subsidiaries unaudited and management certified (revenues ₹3,411 lakhs, PAT ₹547 lakhs, assets ₹11,987 lakhs); reviewed assets cover 76.83%, below 80% minimum.
- Material uncertainty on going concern of subsidiary Lava Cast Pvt Ltd: net loss Rs. 235 Lakhs for the quarter and negative net worth of Rs. 13,906 Lakhs as of June 30, 2026.
- Emphasis of matter: scheme of amalgamation of Lava Cast, SEBI order of 5th February 2026, and phased divestment of Setco Auto Systems Pvt Ltd to RSB Transmissions.
- Emphasis of matter: no current tax provision made based on tax consultant advice, taking the merger into consideration.
Notes to the results
- Exceptional items of (205) lakhs in the quarter; loss from discontinuing operations after tax of (85) lakhs.
- Sale of ~41% stake in Setco Auto Systems Pvt Ltd to RSB completed 27 May 2026 for ~₹215 crore; SASPL ceased to be a subsidiary; deferred consideration up to ₹71 crore.
- SEBI QJA order dated 5th Feb 2026 restrained Promoter Directors for 2 years and levied penalties; challenged before SAT, interim order 7th May 2026.
What the board approved
- Unaudited standalone and consolidated financial results for the quarter ended June 30, 2026, along with the Limited Review Report of the statutory auditors.
- Revised draft Scheme of Amalgamation (merger by absorption) of Lava Cast Private Limited, a wholly-owned subsidiary, into the company, based on opinion under Sections 230 to 232 of the Companies Act, 2013.
- Rationalisation of the overseas corporate structure, in the four steps set out below.
All of these proposals are subject to applicable statutory and regulatory approvals.
Overseas structure: what changes
- Shilayan Automotive UK Limited (SAUL): buyback of the 67.81% stake held by WEW Holdings Mauritius, a wholly-owned subsidiary, for GBP 1, after which SAUL becomes a wholly-owned subsidiary.
- WEW Holdings Mauritius: voluntary liquidation and closure, following that buyback.
- Setco MEA DMCC, Dubai: transfer and consolidation of its business and operations into SAUL.
- Setco MEA DMCC: voluntary liquidation after the business migration, or an alternative merger or consolidation with SAUL if liquidation is not feasible.
Standalone numbers (quarter ended June 30, 2026)
- Total Income: ₹21,658 lakhs, against ₹136 lakhs in the same quarter a year earlier.
- Profit for the period: ₹20,530 lakhs, against ₹99 lakhs.
- The bulk of it is a one-time item: Other Income includes a Gain on Investment of ₹21,428 lakhs and Other Misc. income of ₹225 lakhs (marked non-compete income). The Revenue from Operations line shows no amount for the quarter.
- Earnings per share (basic, face value Rs. 2): ₹15.35, against ₹0.07.
What the auditor says on standalone results
- The conclusion is not modified.
- Emphasis of Matter: no current tax provision has been made, considering the merger; the company has not charged interest on unsecured loans and NCDs to its subsidiaries.
What the auditor says on consolidated results
- The conclusion is qualified. Four overseas subsidiaries (including step-down subsidiaries) are unaudited and management certified, and they reflect total revenues of ₹3,411 lakhs, total net profit after tax of ₹547 lakhs and total assets of ₹11,987 lakhs as at June 30, 2026.
- The entities that were reviewed cover 87.42% of consolidated revenue, 97.43% of profit/loss and 76.83% of assets, which is below the 80% minimum for assets under Regulation 33(3)(h).
- Going concern: for Lava Cast Private Limited, the auditor draws attention to a net loss of Rs. 235 Lakhs for the quarter (Rs 440 Lakhs a year earlier) and negative net worth of Rs. 13,906 Lakhs as at June 30, 2026 (Rs. 10,702 Lakhs as at June 30, 2025).
Sale of Setco Auto Systems (SASPL) stake
- The board had approved a phased divestment of the company's 100% equity interest in SASPL to RSB Transmissions (I) Limited, with definitive agreements executed on 29 March 2026.
- Holding at 31 March 2026 was 710,000 equity shares (65% of SASPL); 447,847 shares (about 41%) were sold in the June quarter, leaving 262,153 residual shares (about 24%).
- First closing was completed on 27 May 2026, when SASPL ceased to be a subsidiary. Final purchase consideration for the roughly 41% stake was about ₹215 crore: about ₹207.60 crore received on closing and about ₹7.40 crore received on 29 July 2026, after a ₹2.60 crore downward holdback adjustment.
- The agreements also provide for deferred consideration of up to ₹71 crore, plus specified non-EBITDA recoveries, and consideration of up to ₹255 crore for the residual shares, to be completed by 31 August 2027.
Dividend already paid out
- An interim dividend of ₹13 per equity share of face value ₹2 each (650%) for financial year 2026-27, record date 2 June 2026, paid on 11 June 2026.
How a retail holder can read this
- The large standalone profit is mainly the investment gain; the operating line and interest charged to subsidiaries are the parts to compare in later quarters.
- On consolidated numbers, the two things to track are the qualified conclusion over the unaudited overseas units and the going-concern note on Lava Cast.
- The overseas steps collapse Mauritius and Dubai holding layers into SAUL, and the Lava Cast scheme, once effective, would fold the subsidiary into the listed company.
27,112 (Rs. in Lakhs)Total income, latest quarter
Total Income, standalone, quarter ended June 30₹21,658 lakh
Revenue from operations, latest quarter5,290 (Rs. in Lakhs)
76.83%Share of consolidated assets covered by reviewed entities
Also from Setco Automotive
Board approves revised Lava Cast amalgamation scheme; in-principle nod to evaluate overseas structure
23 Oct 2026
Board meeting on October 23, 2026 to consider unaudited results for quarter ended June 30, 2026
16 Oct 2026
More numbers
- Total Income, standalone, quarter ended June 30, 202621,658
- Profit for the period, standalone, quarter ended June 30, 202620,530
- Gain on Investment within Other Income, standalone21428
- Total revenues of unaudited overseas subsidiaries (consolidated)₹ 3,411 lakhs
- Share of consolidated assets covered by reviewed entities76.83%
- Lava Cast negative net worth as at June 30, 2026Rs. 13,906 Lakhs
- Stake in Shilayan Automotive UK bought back from WEW Holdings Mauritius67.81%
- Interim dividend per equity share of face value Rs. 2₹13 per equity share
- Total income, latest quarter27,112 (Rs. in Lakhs)
- Total income, year-ago quarter4,808 (Rs. in Lakhs)
- Total income, previous quarter6,018 (Rs. in Lakhs)
- Total comprehensive income, latest quarter20,296 (Rs. in Lakhs)
- Total comprehensive income, year-ago quarter(4,234) (Rs. in Lakhs)
- Total comprehensive income, previous quarter14,066 (Rs. in Lakhs)
- Profit after tax, latest quarter20,332 (Rs. in Lakhs)
- Profit after tax, year-ago quarter(4,223) (Rs. in Lakhs)
- Profit after tax, previous quarter13,642 (Rs. in Lakhs)
- Revenue from operations, latest quarter5,290 (Rs. in Lakhs)
- Revenue from operations, year-ago quarter4,712 (Rs. in Lakhs)
- Revenue from operations, previous quarter5,278 (Rs. in Lakhs)
- Profit before tax, latest quarter20,417 (Rs. in Lakhs)
- Profit before tax, year-ago quarter(564) (Rs. in Lakhs)
- Profit before tax, previous quarter(680) (Rs. in Lakhs)
Source: BSE · 23 Oct 2026
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