Kkalpana Plastick Ltd

Update subject

• Subject: General company update with no material financial or governance items disclosed.

Open offer review

• Purpose: CoID reviewed open offer by Ashish Begwani for up to 14,37,420 shares (26%).
• Details: Open offer under SEBI Takeovers Regulations 2011 (Reg 3(1), 4) reviewed.
• Size: 14,37,420 shares, 26% of paid-up equity and voting capital.
• Committee concluded at 12:00 PM; meeting held at Kolkata office.
• Recommendations to be published in newspapers carrying the DPS (July 14, 2026).
• Copy to SEBI, BSE, Calcutta Stock Exchange, and VC Corporate Advisors Ltd.
• No price or final offer terms disclosed in this update.
• Status: Open offer under regulatory timelines; further updates pending.

AGM details

• Date: 23 September 2026; Time: 12:30 PM IST; Mode: VC/OAVM.
• Voting cut-off: 16 September 2026; Register closure: 17–23 September 2026.
• Deemed venue: Registered office, Kolkata.
• Remote e-Voting window: 20–22 September 2026; e-Voting at AGM available.
• Attendance via VC/OAVM; proxy attendance not available for this AGM.

Resolutions proposed

• Ordinary: Adoption of Audited financial statements and reports of Directors and Statutory Auditor.
• Ordinary: Re-appointment of Mrs. Ananya Dey by rotation.
• Special: Re-appoint Mr. Sajjan Kumar Sharma as Whole-Time Director for five years.
• Special: Re-appoint Mrs. Rashi Nagori Mehta as Independent Director for five years.
• Special: Re-appoint Ms. Shampa Paul as Independent Director for five years.
• Remuneration note: Sharma to be paid Rs 3,21,996 per annum; increases as per NRC.

Director changes

• Ananya Dey: Re-appointment by rotation.
• Sajjan Sharma: Re-appointed Whole-Time Director for five years.
• Rashi Nagori Mehta: Re-appointed Independent Director for five years; not liable to retire by rotation.
• Shampa Paul: Re-appointed Independent Director for five years; not liable to retire by rotation.

Remuneration and terms

• Sajjan Sharma remuneration within Schedule V; NRC-reviewed terms.
• Mehta and Paul to serve five-year terms not liable to retire by rotation.
• Terms subject to applicable statutory approvals and Articles of Association.

Other governance notes

• Independent directors’ terms specified as five consecutive years.
• Board/notice references and e-Voting instructions are detailed in the notice.

Financial performance

• Total revenue for 2025-26: 4,844.03 thousand, down from 5,038.94 thousand in 2024-25.
• Profit before tax: 738.78 thousand; after tax: 599.13 thousand.
• Earnings per share: Basic and Diluted Rs 0.11.
• Dividend declared for 2025-26: none.
• Return on equity: 0.94% for 2025-26.
• Total equity: ₹63,511.81 thousand; total assets: ₹64,182.35 thousand.
• Revenue from operations: nil; main income from other sources.
• Loans to related parties: ₹62,038.72 thousand.
• Current ratio: 95.62%.
• Cash and cash equivalents: ₹450.09 thousand.
• Tax: current ₹115.25k; deferred ₹0.11k; MAT credit (₹115.25k).
• Promoter holding: 72.56% via Bbigplas Poly Pvt Ltd.

Operations and state of affairs

• Operations revenue from operations is nil; income from other sources dominates.
• Total revenue declined to ₹4.844m; prior year ₹5.039m.
• Profit after tax for the year: ₹0.599m; prior year ₹0.874m.
• Transfer to General Reserve: none.
• Future outlook notes positive long-term growth for plastics compounding.

Capital structure & liquidity

• Paid-up equity share capital: ₹55,285.35 thousand.
• Total equity: ₹63,511.81 thousand.
• No long-term borrowings; debt-equity ratio 0%.
• Current liabilities & provisions: ₹670.55 thousand.
• Cash and cash equivalents: ₹450.09 thousand.
• Loans to related parties: ₹62,038.72 thousand.
• Promoter shareholding at 72.56%.

Governance & board

• Board composition: 1 executive, 3 non-exec, 2 independent.
• Four board meetings were held in 2025-26.
• Sharma re-appointed as Whole-Time Director for five years from 01-Nov-2026.
• Mehta and Paul proposed for five-year independent terms; Mehta from Sep 29, 2026; Paul from Apr 15, 2027.
• Dey to retire by rotation; re-appointment considered at the AGM.
• 37th AGM to be held on Sept 23, 2026 via VC/OAVM.

Related party transactions & risk management

• Leave-license with Bbigplas Poly Pvt Ltd for office space.
• License fee Rs 10,000 monthly; 11 months; security deposit Rs 50,000.
• Loans from related parties: Plastic Processors and Exporter Pvt Ltd ₹2,505.46k; Bbigplas ₹2,320.80k.
• Remuneration to KMP: Sajjan Sharma ₹314.00k; Navdeep Bhansali ₹540.74k.
• Promoter and KMP transactions disclosed; all at arm's length.

Audit, internal controls & compliance

• Statutory auditor: B. Mukherjee & Co.; Secretarial auditor: B.K. Barik & Associates.
• Internal auditor: GrPS & Co.; MR-3 secretarial audit report attached.
• Audit report: no qualifications; no fraud reported.
• Internal controls: adequate and operating effectively.
• Green initiative: paperless communications; online dispute resolution portal (ODR).

Outlook, risks & sustainability

• Industry outlook: plastic compounding market remains positive long-term.
• Risks: volatile raw material prices; regulatory and environmental concerns.
• Opportunities: recycled materials and circular economy adoption.
• Regulatory emphasis on sustainability expected to drive demand for advanced compounds.

Offer at a glance

• 00% open offer for KPL at Rs 28 per share.
• 14,37,420 shares to be acquired.
• Offer size Rs 4.02 crore.
• Identified Date: 07 Aug 2026.
• Tendering Period: 21 Aug – 4 Sep 2026.
• Not conditional; no minimum acceptance.

Promoter change and control

• Sellers Sarla Surana and BPPL to collectively sell 40,12,335 shares (72.58%).
• Post-completion, Acquirer will hold 54,49,755 shares (98.58%) and be sole promoter; promoters cease.

Acquirer profile & funding

• Acquirer net worth Rs 114.77 cr; no approvals required; escrow Rs 1.01 cr; funded from own resources.

Valuation & price justification

• Independent valuer: Rs 12.71 per share; offer price Rs 28 justified under Reg 8(2).

Book closure & AGM details

• Book closure: 17 Sep 2026 to 23 Sep 2026 inclusive.
• Purpose: Annual General Meeting of the company.
• Record date: 16 Sep 2026 for voting entitlement.
• AGM date and time: 23 Sep 2026 at 12:30 PM IST.
• Remote e-voting: 20 Sep 2026, 09:00 to 22 Sep 2026, 17:00.
• Security: Equity Shares; dividend details not mentioned.