TPL Plastech Ltd

TPL Plastech Ltd: Trading Window Closure Notice

Scheme overview

• Merger by absorption; transferor is a 74.86% subsidiary of transferee.

Rationale

• Integrate units, rationalise operations, reduce related-party transactions, and generate synergies.

Key terms

• Appointed date: April 1, 2026.
• Share exchange: 403 TTL shares for every 1,000 TPL shares.
• Transferor dissolved without winding up; TTL to issue 7,901,516 new TTL shares to TPL holders.
• Post-merger holdings: TTL promoter stake 46.73%, public 53.27%.
• Related party: Transferor is 74.86% subsidiary; arm's length not stated.
• Approvals: stock exchanges, NCLT bench, and shareholder/creditor approvals.

Financial/structure impact

• Transferor promoter stake canceled; ownership to TTL.
• Total post-merger TTL shares: 50,15,36,895.

Stakeholder impact

• TPL shareholders receive TTL shares; transferor dissolved; TTL promoter stake adjusts.
• Creditors and stock exchanges approvals required; listing status pending.

Status and next steps

• Board approved; awaiting statutory approvals and NCLT sanction.
• Record date and effective date to be determined on scheme effectiveness.

Board meeting details not disclosed in filing

AGM Details

• Date and time: 22 Sep 2026, 12:00 PM; mode: VC/OAVM.

Voting rights cut-off

• Record date for voting rights: 15 Sep 2026.

Adoption of financial statements

• Adopt audited standalone and consolidated financial statements approved.

Dividend declaration

• Dividend of Rs 1.30 per equity share approved.

Director rotation re-appointment

• Re-appointment of Mangesh Sarfare as Director by rotation approved.

Independent Director appointment

• Appointment of Pradip Kumar Das as Independent Director for five-year term approved.

Related party transaction with Time Technoplast

• Approval of material RPT with Time Technoplast Limited (holding company).

Related party transaction with Avion Exim

• Approval of material RPT with Avion Exim Private Limited.

AGM Details

• Date and time: 22 September 2026, 12:00 PM IST.
• Mode: VC/OAVM (Video Conferencing / Audio-Visual Means).
• Voting cut-off date: 15 September 2026.

Key Resolutions

• Ordinary: Adoption of Audited Standalone and Consolidated Financial Statements for year ended 31 March 2026.
• Ordinary: Dividend of Rs 1.30 per equity share declared.
• Ordinary: Re-appointment of Mr. Mangesh Sarfare as Director; retires by rotation.
• Special: Appointment of Mr. Pradip Kumar Das as Independent Director for five years.
• Ordinary: Approval of Material Related Party Transactions with Time Technoplast Limited for FY 2026-27 and 2027-28.
• Ordinary: Approval of Material Related Party Transactions with Avion Exim Private Limited for FY 2026-27 and 2027-28.

Voting Results

• Resolution 1 passed; 99.9998% in favour, 0.0002% against.
• Resolution 2 passed; 100% in favour, 0% against.
• Resolution 3 passed; 99.9998% in favour, 0.0002% against.
• Resolution 4 passed; 100% in favour, 0% against.
• Resolution 5 passed; 99.9932% in favour, 0.0068% against.
• Resolution 6 passed; 99.9932% in favour, 0.0068% against.

Dividend

• Dividend of Rs 1.30 per equity share approved.

Director Changes

• Mr. Mangesh Sarfare re-appointed as Director; retires by rotation.
• Mr. Pradip Kumar Das appointed Independent Director for five-year term.

Related Party Transactions

• Approval of Material Related Party Transactions with Time Technoplast Limited for FY 2026-27 and 2027-28.
• Approval of Material Related Party Transactions with Avion Exim Private Limited for FY 2026-27 and 2027-28.

AGM Details

• AGM held on 22 September 2026 from 12:00 to 12:55 via video conferencing.
• Mode: Video Conferencing via Instameet platform.
• Remote e-Voting period ran 17–21 September 2026.
• Scrutinizer appointed for e-Voting: Arun Dash.
• Quorum satisfied with 41 members present.

Key Resolutions

• Adoption of audited standalone and consolidated financial statements for FY2025-26.
• Dividend declaration: Rs 1.30 per equity share.
• Re-appointment of Mangesh Sarfare as Director (retiring by rotation).
• Appointment of Pradip Kumar Das as Independent Director for five years.
• Approval of material related party transactions with Time Technoplast Limited.
• Approval of material related party transactions with Avion Exim Private Limited.

Dividend

• Board recommended final dividend of Rs 1.30 per share for FY26.

Director Changes

• Mangesh Sarfare re-appointed as Director.
• Pradip Kumar Das appointed as Independent Director for five-year term.

Related Party Transactions

• RPT with Time Technoplast Limited approved for 2026-27 and 2027-28.
• RPT with Avion Exim Private Limited approved for 2026-27 and 2027-28.

Other Material Approvals

• Board granted in-principle merger approval of TPL Plastech into Time Technoplast Limited.

FY26 Highlights

• FY26 revenue ₹422.7 Cr, up 20.9% YoY.
• FY26 EBITDA ₹48.4 Cr, up 19.0%.
• FY26 PAT ₹29.1 Cr, up 23.2%.
• ROCE improved to 22.5% in FY26.
• Total debt reduced by ₹26 Cr in FY26.

Q1 FY27 Momentum

• Q1 FY27 revenue ₹124.4 Cr, up 37.6% YoY.
• Q1 FY27 EBITDA ₹11.3 Cr; PAT ₹6.5 Cr.

Expansion & Capacity

• Dahej greenfield plant expanded with IBC line to meet western region demand.
• Bhuj facility commenced IBC production; capacity 150,000 IBCs/year; ₹100 Cr revenue potential.

Dividends & Merger

• Final dividend ₹1.30 per share; Board grants in-principal approval for merger with Time Technoplast.

Financial highlights

• FY26 revenue ₹422.7 Cr, up 20.9% year-on-year.
• EBITDA ₹48.4 Cr, up 19.0%; PAT ₹29.1 Cr, up 23.2%.
• ROCE up 220 bps to 22.5%; debt reduced by ₹26 Cr.

Expansion, sustainability and governance

• Dahej plant added dedicated IBC line to meet western regional demand.
• Bhuj facility commenced operations for IBCs; capacity ~150,000 per annum.
• Projected Bhuj revenue potential about ₹100 Cr.
• Solar energy target ~75% power; ₹5 Cr capex; ₹4 Cr annual savings.
• Dividend: final ₹1.30 per share for FY26, 35% payout.
• Merger with Time Technoplast Limited: in-principle approval; share exchange on scheme effectiveness.