Board approves merger by absorption into Time Technoplast; 403 TTL shares for every 1,000 shares held

The Board has approved a scheme of amalgamation (merger by absorption) of the company into its parent, Time Technoplast Limited (TTL), which already holds 74.86%.

Tue 29 Sep 2026

Share Exchange Ratio

403 fully paid-up TTL shares of Rs. 1/- each for every 1,000 fully paid-up shares of Rs. 2/- each

Appointed Date

April 1, 2026

Parent Company Shareholding

Time Technoplast Limited holds 74.86%

FY26 Turnover

Rs. 42,266.31 lakhs

FY26 Net Profit

Rs. 2,907.07 lakhs

What was approved

The Audit Committee, the Committee of Independent Directors and the Board approved a scheme of amalgamation (merger by absorption) of the company with Time Technoplast Limited (TTL) under Sections 230 to 232 of the Companies Act, 2013, with Appointed Date April 1, 2026. This follows the in-principle approval given earlier.

Exchange ratio

• 403 fully paid-up equity shares of TTL of Rs. 1/- each for every 1,000 fully paid-up equity shares of the company of Rs. 2/- each.
• Ratio based on the valuation report of an Independent Registered Valuer and a fairness opinion from a Category 1 Merchant Banker.

Structure

TTL already holds 74.86% of the company. On merger, shares held by TTL stand cancelled, and the company is dissolved without winding up. Shareholders other than TTL receive TTL shares.

Financials as on March 31, 2026 (consolidated, Rs in lakhs)

• Company: turnover 42,266.31, net worth 16,889.68, net profit 2,907.07.
• TTL: turnover 6,11,440.46, net worth 4,16,620.97, net profit 46,872.48.

Shareholding impact

• Company pre-merger: Promoter & Promoter Group 5,83,96,260 shares (74.86%), Public 1,96,06,740 shares (25.14%), total 7,80,03,000 shares.
• TTL expected to issue 79,01,516 new equity shares.
• TTL pre-merger shares 49,36,35,379, post-merger 50,15,36,895.
• TTL promoter holding moves from 47.47% to 46.73%; public from 52.53% to 53.27%.
• The actual number of shares issued depends on the shareholding pattern on the Record Date.

Stated rationale

• Integration of manufacturing units and product lines, with dedicated units per product category.
• Product-focused operations to aid product development and manufacturing efficiency.
• Simplification of group structure and reduction in related party transactions.
• Pooling of financial, managerial and technical resources; cost efficiencies.
• Strengthening of the financial position and operational and financial synergies.

What happens next

The scheme is subject to statutory and regulatory approvals, including from BSE Limited, the National Stock Exchange of India Limited, the jurisdictional NCLT bench, and the shareholders and creditors of both companies.

The transaction is not treated as a related party transaction, as per an MCA general circular cited in the update for arrangements and amalgamations under the Companies Act, 2013.

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