Key Decisions and Approvals

1. Composite Scheme of Arrangement

The Board approved the Composite Scheme of Arrangement amongst Wim Plast Limited (WPL), Cello Consumer Products Private Limited (CCPPL), and Cello World Limited (CWL) and their respective shareholders and creditors. The Scheme was sanctioned by the National Company Law Tribunal (NCLT), Ahmedabad Bench, vide its order dated May 14, 2026.

  • The Board set May 27, 2026 as the Effective Date of the Scheme, operative from the Appointed Date of April 1, 2025.
  • The Board, in consultation with WPL, fixed June 9, 2026 as the Record Date for determining the shareholders of WPL eligible to receive equity shares of Cello World Limited.
  • The share allotment ratio is:
  • Demerger: 55 equity shares of CWL (₹5 face value) for every 100 equity shares of WPL (₹10 face value). Total allotment: 29,75,909 shares.
  • Amalgamation: 31 equity shares of CWL (₹5 face value) for every 100 equity shares of WPL (₹10 face value). Total allotment: 16,77,330 shares.
  • Pending this allotment, the shares are disclosed as "Share pending issuance" amounting to ₹40,929.89 lakhs in the financial statements.
  • Consequently, the authorised share capital of the Company was increased and reclassified to ₹140,00,00,000 (One Hundred and Forty Crores) divided into 28,00,00,000 (Twenty Eight Crore) equity shares of ₹5 each.

The amalgamation has been accounted for using the "Pooling of interest method" as per Ind AS 103. Comparatives have been restated to reflect the scheme from the beginning of the previous year (April 1, 2025).

2. Financial Results

The Board approved the audited Standalone and Consolidated Financial Results for the quarter and financial year ended March 31, 2026.

Standalone Key Figures (FY26):

  • Revenue from Operations: ₹1,11,549.87 Lakhs
  • Total Income: ₹1,18,232.95 Lakhs
  • Profit Before Tax: ₹9,599.83 Lakhs
  • Profit After Tax: ₹8,049.09 Lakhs
  • Earnings Per Share (Basic & Diluted): ₹3.57
  • Other Equity: ₹1,49,485.58 Lakhs

Standalone Key Figures (Q4 FY26):

  • Revenue from Operations: ₹30,423.21 Lakhs
  • Profit After Tax: ₹2,236.58 Lakhs
  • Earnings Per Share (Basic & Diluted): ₹0.99

Consolidated Key Figures (FY26):

  • Revenue from Operations: ₹2,32,370.79 Lakhs
  • Profit After Tax: ₹33,150.64 Lakhs
  • Earnings Per Share (Basic & Diluted): ₹14.70
  • Other Equity: ₹2,18,120.71 Lakhs

Consolidated Key Figures (Q4 FY26):

  • Revenue from Operations: ₹65,359.22 Lakhs
  • Profit After Tax: ₹9,012.25 Lakhs
  • Earnings Per Share (Basic & Diluted): ₹4.00

Exceptional Item: An exceptional item of ₹198.13 Lakhs (Standalone) and ₹743.82 Lakhs (Consolidated) was recorded for the quarter ended Dec 31, 2025, and year ended Mar 31, 2026, related to the incremental impact of the newly notified Labour Codes on retiral benefits.

3. Dividend Recommendation

The Board recommended a final dividend @ 30% i.e. ₹1.50 per equity share of face value ₹5 for FY25-26. This is subject to approval by members at the ensuing Annual General Meeting (AGM).

  • If approved, the dividend will be credited/dispatched on or after the 5th day from the date of the AGM.
  • The Register of Members and Share Transfer Books will be closed from August 1, 2026, to August 7, 2026 (both days inclusive).
  • The dividend will be payable to equity shareholders holding shares at the close of Friday, July 31, 2026.

4. Annual General Meeting (AGM)

The Board approved the draft notice of the 8th AGM.

  • The AGM will be held on Friday, August 7, 2026, at 11:00 a.m. through Video Conferencing/Other Audio Visual Means (VC/OAVM).

5. Statement of Deviation/Variation

The company reported that there was no deviation or variation in the utilization of funds raised (₹738 Crores) for the quarter ended March 31, 2026. The monitoring agency is CARE Ratings Limited.

  • The funds were utilized as per the original objects, which included investments in subsidiaries (e.g., Cello Consumerware for a new facility, repayment of subsidiary borrowings, augmenting working capital, and general corporate purposes).
  • A minor adjustment of ₹0.20 Crores was made within the working capital allocation due to an increase in QIP issue expenses, which was approved by the QIP Committee on July 9, 2024.

6. Auditor's Report

The statutory auditors, Deloitte Haskins & Sells LLP, issued an unmodified audit opinion on both the standalone and consolidated financial results for the year ended March 31, 2026. They also conducted a limited review of the quarterly results.

7. Other Information

  • The Board Meeting commenced at 3:00 p.m. and concluded at 8:30 p.m. on May 27, 2026.
  • The company confirmed it has no Outstanding Qualified Borrowings and Incremental Qualified Borrowings for FY ended March 31, 2026, making certain SEBI circular disclosures inapplicable.

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