Time Technoplast Limited has approved the scheme of amalgamation involving its subsidiary, TPL Plastech Limited. The merger is set to take effect from April 1, 2026.

The Board of Directors, along with the Audit Committee and Committee of Independent Directors, reviewed the valuation report and share exchange ratio before granting final approval. This decision follows the in-principle approval accorded on August 26, 2026. The scheme entails the dissolution of TPL Plastech without winding up and the issuance of equity shares to eligible shareholders.

Share Exchange Ratio and Structure

Under the approved scheme, shareholders of TPL Plastech will receive 403 fully paid-up equity shares of Time Technoplast for every 1,000 fully paid-up equity shares of TPL Plastech held by them. The face value of Time Technoplast shares is ₹1 each, while TPL Plastech shares have a face value of ₹2 each.

TPL Plastech is a 74.86% subsidiary of Time Technoplast. Consequently, the shares held by Time Technoplast in TPL Plastech will stand cancelled upon the merger. The remaining public shareholders will receive new equity shares in the parent company.

Financial Overview

The financial data as on March 31, 2026, highlights the relative scale of the two entities involved in the amalgamation.

Strategic Rationale

The company cited several benefits driving the consolidation:

• Integration of manufacturing units and product lines to allow dedicated handling of distinct product categories.
• Rationalised, product-focused operations expected to improve manufacturing efficiency and foster innovation.
• Simplification of the group structure and reduction in related party transactions, lowering compliance burdens.
• Pooling of financial, managerial, and technical resources for optimal utilisation and cost efficiencies.
• Strengthening of the consolidated entity's financial position.

What the Numbers Show

A comparison of the disclosed financials reveals that TPL Plastech contributes approximately 6.9% to Time Technoplast's turnover and 6.2% to its net profit. Given that Time Technoplast already holds a 74.86% stake in the subsidiary, the merger primarily serves to consolidate minority interests rather than significantly alter the parent company's operational scale. The issuance of 79,01,516 new shares represents a minor dilution of roughly 1.6% in the total share capital, reflecting the limited economic weight of the transferor company relative to the transferee.

Regulatory Approvals Pending

The scheme remains subject to various statutory and regulatory approvals. These include clearances from the National Stock Exchange of India Limited, BSE Limited, and the jurisdictional National Company Law Tribunal Bench. Additionally, approval from the shareholders and creditors of both companies is required for the scheme to become effective.

Time Technoplast Ltd announced that Praveen Kumar Agarwal and Triveni Makhijani ceased to be Non-Executive Independent Directors with effect from end of day on September 27, 2026.

The cessation occurred upon the completion of their second consecutive term as Non-Executive Independent Directors of the company. The board placed on record its appreciation for the valuable contributions made by both directors during their tenure.

Board composition updates

The company reiterated that its Board of Directors had previously appointed Devendra Jitendra Shah and Hema Rajendra Gaitonde as Non-Executive Independent Directors. These appointments were approved by the Board on August 5, 2026, for a first term of five consecutive years, running from August 5, 2026, to August 4, 2031.

Members subsequently ratified these appointments at the Annual General Meeting held on September 22, 2026. Both events were duly intimated to the stock exchanges on August 5, 2026, and September 22, 2026, respectively.

Regulatory compliance

The composition of the Board of Directors continues to be in compliance with the requirements prescribed under the Companies Act, 2013, and the Listing Regulations. The necessary details pursuant to Regulation 30 of the Listing Regulations read with SEBI Master Circular No. HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026, were disclosed in Annexure A.