Time Technoplast Ltd

Time Technoplast Ltd - Trading Window Closure

Overview

• Amalgamation by absorption of a subsidiary into the parent.
• Transferor is 74.86% owned by Transferee.
• Appointed Date for the scheme: 1 April 2026.

Rationale

• Aims to integrate units, rationalize operations, and unlock synergies.

Key terms

• Merger by absorption; share swap: 403 TTL for 1,000 TPL.
• Appointed Date: 1 April 2026.
• Not a related-party transaction; exempt from Section 188 per MCA Circular.
• Subject to approvals: BSE, NSE, NCLT, shareholders, creditors.

Capital structure

• Post-merger TTL total equity shares around 50.15 crore; new TTL shares issued: 7,901,516.
• Post-merger promoter stake 46.73%; public 53.27%.
• Pre-merger promoter stake 47.47%; public 52.53%.
• Transferor shares held by TTL promoter cancelled; Transferor dissolved.

Impact on stakeholders

• TPL shareholders become TTL shareholders; Transferor dissolved.
• TTL remains listed; governance and structure consolidated.
• Operations consolidated under TTL product lines.

Status / next steps

• Board approval obtained; subject to regulatory approvals.
• Regulatory approvals pending; NCLT and stock exchanges required.
• Next steps: obtain approvals, determine record date, determine effective date.

Cessation of two NEDs

• Mr. Praveen Kumar Agarwal ceased as Non-Executive Independent Director on 27 September 2026 after second term; compliance remains.
• Ms. Triveni Makhijani ceased as Non-Executive Independent Director on 27 September 2026 after second term; compliance remains.

ESOP grant details

• The Compensation Committee approved grant of 1,755,000 TTL ESOP 2017 options at ₹151 per option.
• Options vest 1 year from grant date, vesting on 24/09/2027.
• Exercisable within two years after vesting.
• Eligible employees include company and subsidiaries, associates, JV, and group entities; excludes promoters and independent directors.
• ESOP 2017 complies with SEBI SBEB and SE Regulations 2021.
• Under prior grant, 7,82,316 shares allotted; 37,17,684 options remain.
• Shareholders approved ESOP 2017 at AGM on 27/09/2024; amendments aligned to 2021 regulations.
• This is the second grant under TTL ESOP 2017.
• Grant aims to retain and motivate employees.

Meeting Details

• Date, time and venue not disclosed in the provided chunk.

Key Agenda Items

• No agenda items disclosed in the provided chunk.

Other Notes

• No material notes available in this filing chunk.

AGM Details

• AGM held on 22 September 2026 at 04:00 PM via Video Conferencing.
• Record date: 15 September 2026.

Resolutions & Voting

• Ordinary: Adoption of standalone financial statements for FY2026; passed 99.998% in favour.
• Ordinary: Adoption of consolidated financial statements for FY2026; passed 99.684% in favour.
• Ordinary: Dividend of Rs 1.50 per equity share; passed 99.998% in favour.
• Special: Re-appointment of Sanjaya Kulkarni; passed 99.913% in favour.
• Special: Re-appointment of Mahinder Kumar Wadhwa; passed 99.855% in favour.
• Special: Devendra Shah appointed Independent Director for five years; passed 99.998% in favour.
• Special: Hema Rajendra Gaitonde appointed Independent Director for five years; passed 99.998% in favour.
• Ordinary: Ratify remuneration to Cost Auditor for FY2027; passed 99.998% in favour.

Dividend

• Dividend of Rs 1.50 per equity share approved.

Director Changes

• Re-appointment of Sanjaya Kulkarni as Director; eligible for re-appointment.
• Re-appointment of Mahinder Kumar Wadhwa as Director; eligible for re-appointment.
• Devendra Jitendra Shah appointed Independent Director for five years (Aug 2026–Aug 2031).
• Hema Rajendra Gaitonde appointed Independent Director for five years (Aug 2026–Aug 2031).

Auditors

• Remuneration payable to Cost Auditor Darshan Vora & Co. ratified for FY2027.

AGM details

• Date and time: 22 September 2026, 04:00–05:13 PM IST.
• Mode: Video Conferencing using InstaMeet platform.
• Quorum: 96 members present.
• Remote e-voting window: 17 Sep 2026 09:00 AM to 21 Sep 2026 05:00 PM.
• Venue deemed as the Registered Office of the company.

Key resolutions

• Ordinary: Adopt standalone financial statements for the year ended 31 March 2026.
• Ordinary: Adopt consolidated financial statements for the year ended 31 March 2026.
• Ordinary: Declare final dividend per equity share.
• Ordinary: Re-appoint director retiring by rotation – Kulkarni.
• Ordinary: Re-appoint director retiring by rotation – Wadhwa.
• Special: Appoint Devendra Shah as Independent Director for five years.

Voting results

• Voting outcomes not reported in the provided text.

Dividend

• Final dividend per equity share declared.

Director changes

• Re-appointment of Sanjaya Kulkarni (retiring by rotation).
• Re-appointment of Mahinder Kumar Wadhwa (retiring by rotation).
• Appointment of Devendra Jitendra Shah as Independent Director for a five-year term.

Auditors

• Statutory auditors listed; no changes announced.
• Scrutinizer appointed for e-voting: Arun Dash.

Material Related Party Transactions

• No material related party transactions disclosed.

Other material approvals

• No other material approvals announced.

Financial highlights

• FY26 consolidated revenue ₹6,114 crore, up 12% YoY; EBITDA ₹901 crore; PAT ₹469 crore.
• Q1 FY27 revenue ₹1,694 crore, up 25% YoY; EBITDA ₹225 crore; PAT ₹117 crore.
• Volume growth was 13.5% in FY26; Q1 FY27 volume up 11.3%.

Capital raising and returns

• QIP raised ₹800 crore via 3,97,77,247 shares at ₹201.12 each; debt repayment and capex funded.
• Bonus issue of 22,69,29,066 shares; final dividend ₹1.50 per share; payout ratio 15.8%.

Strategic and governance updates

• NED Energy merged into Power Build Batteries; in-principle merger approval for TPL Plastech.
• Completed 76% stake acquisition in Systoverse Private Limited (HDPE pipes) in June 2026.
• PESO approvals secured for Type-III and Type-IV hydrogen cylinders.
• First flight trials of hydrogen-powered drone using Type-III cylinder; MoU with Drone Stark Technologies.
• Strategic partnership with Poppe + Potthoff and Imperial Auto Industries for hydrogen system solutions.

Production Update

• Greenfield plant at Bhilad, Gujarat completed for packaging products.
• Capacity: 6,000 tonnes annually with Rs 24 crores invested.
• Turnover potential around Rs 100 crores at 90% capacity utilization.
• Production to commence from 25 September 2026.
• Fully automated facility with robotics to boost efficiency.
• Location Bhilad, Gujarat supports packaging products line.

Meeting details

• Category: Company Update; Subcategory: Analyst / Investor Meet; issuer: Time Technoplast Ltd.