Cello World Limited reported a 9.1% decline in consolidated profit after tax to ₹331.5 crore for the financial year ended March 31, 2026, compared to ₹364.6 crore in the previous year. Revenue from operations for FY26 rose 8.8% to ₹2,323.7 crore from ₹2,136.4 crore in FY25. The Board of Directors recommended a final dividend of ₹1.50 per equity share for FY26, subject to shareholder approval. The company recorded its highest-ever quarterly revenue in Q4FY26 at ₹653.6 crore, an 11% increase year-on-year.

Commenting on the results, Pradeep Rathod, Chairman & Managing Director, noted that FY26 was marked by evolving market conditions and softer demand, particularly in certain consumerware categories. He highlighted that revenue growth was led by the Writing Instruments segment, which includes additional revenues from the Cello stationery brand, revival of the exports business, and contribution from new premium product launches. On the consumerware side, performance in the Hydration segment remained slower, while Glassware and Opalware categories witnessed steady performance.

The Composite Scheme of Arrangement amongst Wim Plast Limited, Cello Consumer Products Private Limited, and Cello World Limited became effective on May 27, 2026, with the appointed date set as April 1, 2025. Consequently, the authorised share capital of the company stands increased to ₹140 crore. The statutory auditors, Deloitte Haskins & Sells LLP, issued an unmodified opinion on the financial results. Comparatives have been restated to give effect to the scheme from the beginning of the previous year.

Analyst View

Investec has maintained a Sell rating on Cello World while reducing its target price to ₹435 from the earlier target of ₹515. The brokerage cited continued earnings downgrade risk stemming from rising competition in the Opalware segment, import pressure in Glassware, and receivables rationalisation impacting both growth and margins. Investec also flagged sharply lower PAT estimates and a reduced valuation multiple as key factors behind the revised target.

Financial Highlights

The following table summarises the key financial metrics for the consolidated entity for the year ended March 31, 2026:

Q4 Performance

On a quarterly basis, Cello World's performance reflected continued margin pressure. The following table presents the key Q4 metrics:

While Q4FY26 marked the company's highest-ever quarterly revenue, profitability remained under pressure, with EBITDA declining from 1.35B rupees to 1.29B rupees year-on-year. The EBITDA margin contracted to 19.73% from 22.96% in the same period last year. Net profit for the quarter stood at 901M rupees compared to 961M rupees in Q4FY25. For the full year, EBITDA margins stood at 22.7%, down from 26% in the prior year.

Segment Performance

Revenue growth was led by the Writing Instruments segment, which surged 63.6% in Q4FY26 and 19.4% in FY26 to ₹368.7 crore. The Consumer Ware segment grew 10% to ₹1,606 crore for the full year. However, the Moulded Furniture and Allied Products segment reported a decline of 5% in FY26 revenue to ₹349 crore.

Cello World Limited disclosed on May 15, 2026, that the Hon'ble National Company Law Tribunal (NCLT), Ahmedabad Bench, had uploaded an order dated May 14, 2026, sanctioning the Composite Scheme of Arrangement among Wim Plast Limited (WPL), Cello Consumer Products Private Limited (CCPPL), and Cello World Limited (CWL), along with their respective shareholders and creditors. The disclosure was made pursuant to Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The joint company petition was filed on December 12, 2025, as the second motion under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013.

Parties to the Scheme

The three petitioner companies involved in the composite scheme are incorporated and registered in Daman and Diu, India. The key details of the parties are summarised below:

The bench comprised Mrs. Chitra Hankare, Hon'ble Member (Judicial), and Dr. Velamur G Venkata Chalapathy, Hon'ble Member (Technical). Mr. Ravi Pahwa appeared for the applicants, Mr. Shivpal Singh represented the Regional Director, and Mr. Aman Mir appeared for the Income Tax Department.

Structure of the Composite Scheme

The scheme envisages a two-step corporate restructuring exercise. The first step involves the demerger, transfer, and vesting of the demerged undertaking (as defined in the scheme) from WPL into CCPPL on a going concern basis. The second step involves the amalgamation of WPL with CWL, with CWL issuing equity shares to the shareholders of WPL (other than shares held by CWL) as consideration for both steps. The scheme also provides for various other matters consequential and incidental to these transactions.

The key stated benefits of the amalgamation, as submitted by the petitioners, include:

• Synergy of operations and economies of scale, with legal and regulatory compliances of both listed entities unified and streamlined
• Consolidation of ownership interests in one listed company instead of two listed entities
• Unified approach on customer engagement, distribution, and supply chain management, leading to operational and financial efficiencies

Regulatory Compliance and Statutory Approvals

Prior to the NCLT order, the petitioner companies obtained no-objection letters from BSE and NSE on July 3, 2025, and July 2, 2025, respectively. The share exchange ratio was determined by KPMG Valuation Services LLP, a registered valuer, vide a report dated November 12, 2024. A fairness opinion dated November 12, 2024, was also obtained from an independent SEBI-registered merchant banker. The boards of directors of the petitioner companies approved the scheme vide separate board resolutions dated November 12, 2024. Stakeholder meetings were conducted as directed by the tribunal, with notices published in Indian Express (English, national edition) and Sandesh (vernacular, Gujarat edition) on November 4, 2025.

The Regional Director, ROC Goa, Official Liquidator, and Income Tax Department filed their respective reports. The ROC noted an ongoing inquiry under Section 206(4) of the Companies Act, 2013, ordered by the office of the Director General (Corporate Affairs) regarding alleged misstatements in Cello World's RHP and Prospectus. The petitioners clarified that the scheme is a purely corporate restructuring exercise and that all pending proceedings against the third petitioner company shall continue unaffected. The Income Tax Department raised no objection to the scheme, and no-objection letters from the Income Tax Department were received by the first and second petitioner companies.

Key Directions in the NCLT Order

The NCLT, while sanctioning the scheme, issued several key directions to the petitioner companies:

• The petitioner companies must comply with statutory filing requirements sought by the Regional Director and Registrar of Companies
• The transferee company must complete the assessment and payment of dues of the transferor company pertaining to the period prior to the scheme within one year
• The petitioner companies must lodge a certified copy of the order with the concerned Superintendent of Stamps for adjudication of stamp duty, if any, within 60 days from the date of the order
• A copy of the order along with the scheme must be filed with the Registrar of Companies electronically via e-form INC-28, in addition to a physical copy, within 30 days from the date of issuance of the certified copy
• Legal fees and expenses of the office of the Regional Director, Goa, are quantified at Rs. 50,000/- in respect of the petitioner companies, to be paid by the transferee company
• Legal fees and expenses of the office of the Official Liquidator, Goa, are quantified at Rs. 20,000/- in respect of Petitioner No. 1, to be paid by the transferee company

The tribunal also clarified that the order does not grant any exemption from payment of stamp duty, taxes including income tax and GST, or any other charges, and does not waive any ongoing proceedings or enquiries before the Ministry of Corporate Affairs or any other market regulator or statutory authority.

Implications for Employees and Pending Proceedings

All workers and employees of the demerged or amalgamating company shall be deemed to have become workers and employees of Petitioner No. 3 (CWL) from the appointed date, without any break or interruption in service. Their terms and conditions of employment shall not be less favourable than those applicable to them with reference to the transferor company as on the effective date. All proceedings pending against Petitioner No. 1 shall continue by or against Petitioner No. 2 and Petitioner No. 3, as applicable, based on the assets and liabilities transferred under the scheme.