TCPL Packaging Ltd

TCPL Packaging Ltd – Trading Window closure begins October 1, 2026; ends 48 hours after declaration of the Un-audited financial results for the quarter and half year ending on September 30, 2026.

Transaction details

• Target Company is TCPL Packaging Limited.
• Disclosing Party: Saket Kanoria and PACs (Promoter group).
• Transaction Type: Sale of voting rights via off-market inter-se transfer.
• Pre-transaction holding consisted of 43,004 voting rights (0.47%).
• Sold 1,000 voting rights (0.010%), off-market inter-se transfer on 23-09-2026.
• Post-transaction holding consists of 42,004 voting rights (0.46%).
• Date of transaction is 23-09-2026.
• Equity share capital before and after: 9,100,000 shares.
• Total diluted share capital after: 9,100,000 shares.

Acquisition under Reg 29(1)/(2) details

• Acquirer and PACs: Veer Kanoria and promoter-group entities; 1,000 voting shares acquired.
• Mode: Off Market / Inter-Se.
• Date: 23-09-2026.
• Pre-acquisition holding: 0 voting shares and no VRs.
• Post-acquisition holding: 1,000 voting shares; 0 VRs/encumbrances.
• Promoter group status: Yes.
• Equity voting capital: 9,100,000 shares before and after.
• Ownership: 0.01% of total voting capital; 0.01% on diluted basis.
• Exchanges: BSE and NSE listed.
• Mode and date reflect transfer under the regulations.

TEML incorporation

• TCPL formed a wholly owned subsidiary, TCPL Energy Materials Limited (TEML), on September 24, 2026.
• TEML's authorized share capital is Rs 10 crore.
• TEML is yet to commence business operations.
• TCPL will hold 100% equity in TEML after allotment; TEML is a related party.
• TEML will manufacture lithium-ion battery separator films for ACC batteries.
• Shares in TEML subscribed by TCPL for cash.

ESOP share transfer

• 219 shares exercised under the stock option plan and transferred by TCPL ESOP Trust.
• Transfer to stock option grantee; no value disclosed.
• Date of transfer: September 1, 2026.

Financial Performance

• Consolidated total income rose 16% YoY to INR 495 crore.
• EBITDA at INR 88 crore; margin 18%.
• Cash profit up 56% YoY to INR 76 crore.
• PAT up 79% YoY to INR 40 crore.

Operating Update

• Domestic demand strong; folding cartons and flexible packaging performing well.
• Export growth steady; near-term outlook cautious amid global uncertainty.
• Flexible Packaging capacity to rise ~30%; capex INR 50–60 crore.
• Existing flexible packaging facility near full utilization; expansion planned.

Capex and Projects

• Capex for Flexible Packaging line ~INR 50–60 crore; 30% capacity increase.
• Folding Cartons utilization ~70% with headroom for expansion.
• Chennai plant ramp-up; utilization improving; potential to add lines.
• Battery materials venture: Phase 1 capex ~INR 125 crore over 18 months; Phase 1 production by Q4 FY28.

Battery Materials Venture

• Entry into lithium-ion battery separator film via subsidiary.
• Phase 1 capacity ~70 million sq m per annum; 6–8 GWh implied.
• Long-term scale target ~500 million sq m per annum; ~50 GWh.
• Domestic EV/storage push and localization supportive; export opportunities contemplated.

Q&A Highlights

• Flexible packaging line commissioning target: January–February next year; line 4.
• Chennai plant ramp-up progressing; FY27 utilization expected to improve.
• Phase 1 topline potential INR 150–200 crore; double-digit margins expected.
• Phase 2 timing depends on demand; Phase 1 basis for returns; in-house tech development.

Meeting Details

• Date and time: August 12, 2026 at 2:30 p.m.
• Type and mode: group investor/analyst conference call; virtual audio
• Event organiser: TCPL Packaging Limited investor call

Participants

• Key company participant: Compliance Officer (TCPL Packaging Limited)

Purpose

• Purpose: earnings-related investor/analyst discussion for Q1 FY27

Additional Notes

• Recording available: audio recording of the conference call on the company website
• No unpublished price sensitive information was discussed

AGM Details

• Date and mode: 11 August 2026, VC/OAVM, 4:30–5:20 PM IST.
• Remote e-voting and Insta-voting conducted for all items.
• Scrutinizer appointed for vote counting.

Resolutions & Voting

• Resolution 1: Adoption of audited standalone and consolidated financial statements; ordinary; approved by 99.9999%.
• Resolution 2: Dividend of ₹25 per equity share declared.
• Resolution 3: Saket Kanoria re-appointed by rotation.
• Resolution 4: Akshay Kanoria re-appointed by rotation.
• Resolution 5: S.G. Nanavati as Executive Director; remuneration fixed.
• Resolution 6: Vidur Kanoria as Executive Director; remuneration fixed.
• Resolution 7: Authority to borrow money; special.
• Resolution 8: Authority to mortgage; special.
• Resolution 9: Ratification of remuneration of Kewlani & Associates as Cost Auditors.

Dividend

• Dividend of ₹25 per equity share approved.

Directors & Key Managerial Changes

• Saket Kanoria re-appointed as Director by rotation.
• Akshay Kanoria re-appointed as Director by rotation.
• S.G. Nanavati re-appointed as Executive Director; term and remuneration fixed.
• Vidur Kanoria re-appointed as Executive Director; term and remuneration fixed.

Auditors & Remuneration

• Cost auditors' remuneration ratified for FY ending March 31, 2027.

Other Material Approvals

• Increased borrowing limits approved.
• Increased mortgage limits approved.

New battery materials line

• Board approved entry into lithium-ion battery separator film manufacturing via a new subsidiary.
• Subsidiary to be incorporated to execute the new line of business.
• Presentation on the proposal attached for record.
• Strategic rationale: potential expansion into battery materials ecosystem.