BSEBoard Meeting29 Sept 2026 · 29 Sept 2026, 06:56 pm
We wish to inform you that the Audit Committee, the Committee of Independent Directors and the Board of Directors of TPL Plastech Limited at their meetings held today i.e. September 29, 2026, have inter alia reviewed the valuation report and the share exchange ratio, and the Board, based on the recommendations of the Audit Committee and the Committee of Independent Directors, has approved the scheme of amalgamation (merger by absorption) of the Company ....
TPL Plastech Ltd · 526582
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TPL Plastech Ltd has approved a scheme of amalgamation (merger by absorption) with Time Technoplast Ltd, subject to regulatory approvals.
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Earnings Impact6/10
Growth Catalyst8/10
Governance Concern2/10
Regulatory Risk5/10
Balance Sheet Risk4/10
Liquidity Impact7/10
Market Sentiment5/10
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TPL Plastech Ltd - 526582 - Board Meeting Outcome for Scheme Of Amalgamation (Merger By Absorption) Of TPL Plastech Limited With Time Technoplast Limited
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September2 9, 2026
BSEL imited
National Stock Exchange of India Ltd.
ExchangeP laza5, th Floor, lst Floor, New Trading Ring,
Plot No. C-1, Block G, Rotunda Building,
P.J. Towers, DalaI Street,
Bandra – Kurla Complex,
Bandra( East),M umbai– 400 051 Fort, Mumbai – 400 001
Symbol: TPLPLASTEH Scrip Code: 526582
Meeting Commencement Time 03:00 p.m.
Meeting Conclusion Time 04:00 p.m.
DearS ir/Madam,
sub: Outcome of Board Meeting held on September2 9, 2026
This is in continuation to our letter dated August 26, 2026 intimating that the Board of
Directors at its meeting held on August 26/ 2026 had accorded its in-principle approval to
the proposed merger of TPL Plastech Limited (“TPL” or “the CompanY” or “Transferor
Company”) with Time Technoplast Limited (“TTL” or “Transferee CompanY”),s ubject to/
inter alia/ the appointment of a registeredv aluer and a merchant banker, and the
determination of the share exchanger atio.
Pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations210 15 (“Listing Regulations”)/w e wish to inform you that the Audit Committee,
the Committee of Independent Directors and the Board of Directors of TPL Plastech Limited
at their meetings held today i.e. September 29, 2026, have inter alia reviewed the valuation
report and the share exchange ratio/ and the Board, based on the recommendations of the
Audit Committee and the Committee of Independent Directors, has approved the scheme
of amalgamation (merger by absorption) of the Company with TTL and their respective
shareholdersa nd creditors, with effect from the Appointed Date of April 1, 2026, under
Sections2 30 to 232 and other applicable provisions of the Companies Act, 2013 read with
the rules made thereunder (“Scheme”).
The Scheme inter alia provides for the amalgamation of the CompanY with TTL/ dissolution
of the Companyw ithout winding up or any further act, deed or thing, and issuanceo f equity
shares of TTL to the shareholders of the Company (other than TTL) as per the share
exchanger atio/ being 403 (Four Hundred and Three) fully paid-up equity shareso f TTL of
Rl/_ eachf or every 1,000( OneT housandf)u lly paid-upe quity shareso f TPLo f q2/- each/
and variouso ther matters incidental thereto.
TPL Plastech Ltd,
Registered Office : 102, 1s t Floor, Centre Point, Somnath Daman Road. Somnath, Dabhel, Nani Daman,
Daman - 396 210 e CIN : L25209DD1992PLC004656
Corporate Office: 203, Centre POInt,J . B. Nagar, Andheri-Kurla Road, Near J. B. Nagar Chakala Metro Station, Andherl East
'’''mhai - 400 059, e Tel : 022-6852 4200 e E-mail : info@tplplastech.in + Website : www.tplplastech.in
Schemei s, inter alia, subject to the receipt of statutory and regulatory approvals,
including approvals from BSEL imited and National Stock Exchangeo f India Limited, the
jurisdictional National Company Law Tribunal Bench,a nd the shareholdersa nd creditors of
the respectivec ompaniesi nvolved in the Scheme.
Thankingy ou,
Yours Faithfully,
ForT PLP lastechL imited
Mangesh Sarfare
Director
DIN: 07793543
TPL PII itech Ltd,
Annexure A
Disclosureu nder Regulation 30 of the Securitiesa nd ExchangeB oard of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015.
Sr. Particulars Detailso f Information
1 name of the entity(ies) Name of the Entities: TPL Plastech Limited ("Transferor
forming part of the Company") and Time Technoplast Limited ("Transferee
amalgamation/merger, Company").
details in brief such as,
size,t urnover etc.; The Transferor Company is a 74.86% subsidiary of the
Transferee Company.
The consolidated turnover, net worth and net profit of the
companies as on March 31, 2026 are as under:
(Ri n lakhs)
TPL Plastech Time Technoplast
Limited Limited
Particulars
Turnover 42,266.31 6, 11,440.46
Net Worth 16,889.68 4,16,620.97
Net Profit 2,907.07 46,872.48
2 whether the transaction No, in terms of General Circular No. 30/2014 dated July 17,
would fall within related 2014 issued by the Ministry of Corporate Affairs,
party transactions? if transactions arising out of compromises, arrangements and
yes, whether the same amalgamations under the Companies Act, 2013 will not
is done at “arm’s attract the requirementso f Section 188 of the Act.
length”;
3 area of business of the TPLP lastechL imited: Manufacturing of industrial packaging
entity(ies); products, including plastic jerry cans, drums and
Intermediate Bulk Containers (IBC).
Time Technoplast Limited: Manufacturing of packaging
products (plastic drums, jerry cans/pails, IBCs),c omposite
products (LPG, CNG, hydrogen cylinders, fire extinguishers),
PE pipes, and other products including MOX films, auto
products, and turf and matting.
TFL Plastech Ltd,
Sr. Particulars I Detailso f Information
4 rationale for Rationalef or amalgamation/merger:
amalgamation/m erger;
The proposed amalgamation of TPL Plastech Limited
with Time Technoplast Limited would, inter-alia, enable
realisationo f the following benefits:
a) integration of the manufacturing units and product
lines of both companies, enabling each distinct
product category to be handled by a dedicated unit
within TimeT echnoplastL imited;
b) rationalised, product-focused unit-wise operations
expected to provide greater impetus to product
development,f oster innovation, and improve overall
manufacturinga nd operationale fficiency;
c) simplificationo f the Group structu’rea nd reduction
in related party transactions, thereby lowering
compliancea nda dministrativeb urden;
d) pooling of financial, managerial, and technical
resources,l eading to optimal utilisation of resources
and cost efficiencies;
e) strengthening of the financial position of the
consolidatede ntity;
f) generation of operational and financial synergiest o
support long-term sustainable growth, thereby
enhancing value for all stakeholders concerned.
The Schemei s in the interest of all stakeholderso f both
TPLP lastechL imiteda nd TimeT echnoplastL imited.
5+ in case of cash TPLs hareholdersw ill receive 403 fully paid-up equity
consideration– amount or
shares of TTL (face value Rs. 1/- each) for every 1,000
otherwise share exchange fully paid-up equity shares of TPL (face value Rs. 2/-
ratio; each)h eld by them.
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).
TPL PII itech Ltd,
6+ brief details of TransferorC ompany- TPLP lastechL imited
change in
shareholding Category Pre-merger Post-merger
pattern (if any)
No. of % of No. of % of
of listed entity.
shares voting shares voting
rights rights
Promoter 5,83,96,260 74.86% 0 0.00%
Promoter
Group
Public 1,96,06,740 25.14% 0 0.00%
Non- 0 0.00% 0 0.00%
Promoter-
Non -
Public
Total 7,80,03,000 100a00% 0 0,00%
Shares held by Time Technoplast Limited (promoter) stand
cancelled on merger; TPLi s dissolved without winding up.
Transferee Company – Time Technoplast Limited
Resultantly, basis the shareholding pattern of Transferee Company,
the Company is expected to issue 79,01,516 equity shares to the
shareholders of Transferor Company basis which the pre and post-
merger shareholding pattern would be as under:
Category Pre-merger Post-merger
No. of % of No. of % of
shares voting shares voting
rights rights
Promoter 23,43,45,608 47.47% 23,43,45,608 46.73%
Promoter
Group
Public 2,59,289,771 52.53% 26,71,91,287 53.27%
Total 49,36,35,379 100.00% 50, 15,36,895 100.00%
Pre-merger 49,36,35,379s hares; 79,O1,516 new equity shares
issuedt o TPLs hareholderso ther than TTL.
The actual number of shares to be issued by the Company would be
as per the shareholdingp attern of the TransferorC ompanya s on
the Record Date to be determined upon the Schemeb ecoming
effective basis which the post-merger no. of shares as disclosed
above may undergoa change.
TPL PIl itech Ltd,