Summary of Key Information:

Nature of Filing / Announcement: Outcome of Board Meeting - Approval of Scheme of Amalgamation

Corporate Actions:

The Board of Directors has approved the scheme of amalgamation (merger by absorption) of TPL Plastech Limited (Transferor Company) with Time Technoplast Limited (Transferee Company) with effect from the Appointed Date of April 1, 2026.

The share exchange ratio is set at 403 (Four Hundred and Three) fully paid-up equity shares of Time Technoplast Limited of ₹1/- each for every 1,000 (One Thousand) fully paid-up equity shares of TPL Plastech Limited of ₹2/- each.

The Share Exchange Ratio has been arrived at based on Valuation Report of Mr. Nitesh Chaturvedi, Independent Registered Valuer and confirmed by a Fairness Opinion of Axial Capital Private Limited (Category 1 Merchant Banker).

Financial Highlights of Entities:

Audited consolidated figures as on March 31, 2026 (₹ in lakhs):

TPL Plastech Limited:

  • Turnover: 42,266.31
  • Net Worth: 16,889.68
  • Net Profit: 2,907.07

Time Technoplast Limited:

  • Turnover: 6,11,440.46
  • Net Worth: 4,16,620.97
  • Net Profit: 46,872.48

Shareholding Impact:

TPL Plastech Limited is a 74.86% subsidiary of Time Technoplast Limited. Pre-merger shareholding of TPL:

  • Promoter & Promoter Group: 5,83,96,260 shares (74.86%)
  • Public: 1,96,06,740 shares (25.14%)

Post-merger, Time Technoplast Limited is expected to issue 79,01,516 equity shares to the shareholders of Transferor Company (other than TTL). The anticipated post-merger shareholding pattern of Time Technoplast Limited:

  • Promoter & Promoter Group: 23,43,45,608 shares (46.73%)
  • Public: 26,71,91,287 shares (53.27%)
  • Total shares: 50,15,36,895

Business Profiles:

TPL Plastech Limited: Manufacturing of industrial packaging products, including plastic jerry cans, drums and Intermediate Bulk Containers (IBC).

Time Technoplast Limited: Manufacturing of packaging products (plastic drums, jerry cans/pails, IBCs), composite products (LPG, CNG, hydrogen cylinders, fire extinguishers), PE pipes, and other products including MOX films, auto products, and turf and matting.

Rationale for Merger:

  • Integration of manufacturing units and product lines
  • Rationalised, product-focused unit-wise operations for greater innovation and efficiency
  • Simplification of Group structure and reduction in related party transactions
  • Pooling of financial, managerial, and technical resources
  • Strengthening of financial position of consolidated entity
  • Generation of operational and financial synergies for long-term sustainable growth

Regulatory Approvals Required:

The Scheme is subject to receipt of statutory and regulatory approvals, including approvals from:

  • BSE Limited and National Stock Exchange of India Limited
  • Jurisdictional National Company Law Tribunal Bench
  • Shareholders and creditors of the respective companies

Regulatory Status:

The transaction does not fall within related party transactions in terms of General Circular No. 30/2014 dated July 17, 2014 issued by the Ministry of Corporate Affairs.