Your Directors have pleasure in presenting the Annual Report of Time Technoplast Limited ("the Company") on the business and operations of the Company together with the Audited Financial Statements (Standalone and Consolidated) for the Financial Year ended March 31, 2026.
1. Financial Summary and Highlights
The Company's financial performance for the year under review along with previous year's figures are given hereunder -
(' in Mn., Except EPS)
|
Particulars
|
Standalone
|
Consolidated
|
| |
FY 2025-26
|
FY 2024-25
|
FY 2025-26
|
FY 2024-25
|
|
Revenue from Operations
|
28,804.15
|
26,626.75
|
61,052.05
|
54,570.44
|
|
Other income
|
348.51
|
77.49
|
91.99
|
52.70
|
|
Total income
|
29,152.66
|
26,704.24
|
61,144.04
|
54,623.14
|
|
Profit before Interest, Depreciation & tax
|
4,399.66
|
3,957.73
|
9,013.43
|
7,902.27
|
|
Interest & Finance Cost
|
513.44
|
561.89
|
797.83
|
915.31
|
|
Depreciation and amortisation expense
|
1,005.02
|
1,058.40
|
1,833.35
|
1,696.71
|
|
Profit before tax
|
2,881.20
|
2,337.44
|
6,382.25
|
5,290.25
|
|
Tax Expenses
|
700.51
|
594.10
|
1,616.11
|
1,345.79
|
|
Profit after tax
|
2,180.69
|
1,743.34
|
4,766.14
|
3,944.46
|
|
Basic & Diluted EPS (in ')
|
4.65
|
3.84
|
9.99
|
8.55
|
Note: The above figures are extracted from the Audited Financial Statements for the year under review. Members are requested to refer to the Standalone and Consolidated Financial Statements forming part of this Annual Report for detailed line items and notes thereto.
2. Company's Performance & State of AffairsA Landmark Year - Scaling New Peaks
Financial Year 2025-26 stands as the most successful year in the Company's history - a year in which Revenue, EBITDA, and Profit after Tax each scaled all-time highs on both a Standalone and Consolidated basis. This landmark performance was achieved against a challenging global backdrop, marked by continuing geopolitical tensions in West Asia and the ongoing Russia-Ukraine conflict, which drove volatility in polymer prices, freight costs and foreign exchange rates through the year. It is a testament to the strength of the Company's long-standing customer relationships, its balanced sourcing policy and prudent risk-mitigation measures that it not only navigated these headwinds but converted them into a platform for record growth.
The Board is pleased to report that the Company continued to strengthen its position as a leading global manufacturer of polymer and composite products - powered by a growing share of value-added, higher-margin products, a meaningfully lower net debt position, and sustained momentum on capacity expansion, automation and sustainability initiatives.
On a Standalone basis, Total Income grew by 9.2% to ' 29,152.66 Mn as against ' 26,704.24 Mn in the previous year, while Profit before Interest, Depreciation and Tax grew by 11.2% to ' 4,399.66 Mn. Profit after Tax registered a robust growth of
25.1%, rising to ' 2,180.69 Mn from ' 1,743.34 Mn in FY25, with the corresponding Basic & Diluted EPS improving to ' 4.65 from ' 3.84.
On a Consolidated basis, Total Income grew by 11.9% to ' 61,144.04 Mn as compared to ' 54,623.14 Mn in FY25, driven by a healthy volume growth of 13.5% across the Company's diversified product portfolio. EBITDA increased by 14% to ' 9,013.43 Mn, with the EBITDA margin improving to 14.7% from 14.5% in the previous year. Consolidated Profit after Tax grew by 20.8% to ' 4,766.14 Mn as against ' 3,944.46 Mn in FY25, with the corresponding Consolidated EPS improving to ' 9.99 from ' 8.55.
Value-added products - Composite Cylinders (LPG, CNG and Oxygen), Intermediate Bulk Containers (IBC), and MOX Films - remained the standout growth driver of the year, clocking an impressive 18% year-on-year revenue growth and lifting their share of consolidated revenue to 29%, up from 27% in the previous year. This continued shift reaffirms the Company's strategic focus on higher-margin, technology-driven products as the foundation for sustainable, profitable growth. Established Products, meanwhile, delivered a solid 10% growth, continuing to anchor the balance 71% of consolidated revenue.
Geographically, the Company's diversified global footprint - spanning 11 countries - continued to prove its resilience, with a healthy revenue mix of 65% from India and 35% from overseas/international operations.
The Company also strengthened its balance sheet during the year, with consolidated net debt (net of cash) reduced by ' 4,087 Mn and Return on Capital Employed (ROCE) at 18.9%. The Company continued to invest in capacity expansion and technological upgradation, incurring a total capital expenditure of ' 3,704 Mn during the year towards Greenfield and Brownfield projects, which are expected to further strengthen the Company's operating leverage and margin trajectory going forward.
3. Transfer to Reserves
Your Company does not propose to transfer any amount to the general reserves of the Company.
4. Dividend
In terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('SEBI Listing Regulations'), the Company has adopted a Dividend Distribution Policy to determine the distribution of dividends in accordance with the parameters and factors laid down therein. The Dividend Distribution Policy is available on the website of the Company at https://www.timetechnoplast.com/pdf/shareholder-centre/policies/TTL-Dividend- Distribution-Policy.pdf
The Board of Directors, at its meeting held on May 27, 2026 based on the parameters and factors laid down in the Dividend Distribution Policy, has recommended a final dividend of ' 1.50/- (150%) per equity share of the face value of ' 1/- each (previous year ' 2.50 per equity share, on pre bonus issue at 1:1) for the financial year March 31, 2026 subject to approval of the Members of the Company at the ensuing Annual General Meeting. The total cash out flow on account of payment of dividend would be ' 740.45 Mn (previous year ' 567.32 Mn), which will be paid out of the profits for the financial year March 31, 2026.
The Company has fixed Tuesday, September 15, 2026 as the 'Record date' for determining the entitlement of Members to dividend for the financial year ended March 31, 2026, if declared at the AGM, and the same will be paid within the time stipulated under the Companies Act, 2013 (subject to deduction of Tax at source, as applicable).
With a consistent history of dividend payments, the Company reinforces its commitment to rewarding shareholders and sharing the value generated through its sustained growth.
5. Subsidiaries, Associate Companies and Joint Ventures
The entities forming part of the Time Technoplast group continues to play a pivotal role in driving the overall revenue growth and performance of your Company. As on March 31, 2026, the Company has Subsidiaries and Joint Venture as detailed below:
|
Sr
No.
|
Name of the Company
|
Nature of Interest
|
Country
|
% ofshares held
|
|
1
|
TPL Plastech Limited
|
Subsidiary
|
India
|
74.86
|
|
2
|
Power Build Batteries Private Limited
|
Subsidiary
|
India
|
97.04
|
|
3
|
Time Ecotech Private Limited
|
Wholly Owned Subsidiary
|
India
|
100.00
|
|
4
|
Elan Incorporated FZE
|
Wholly Owned Subsidiary
|
Sharjah (UAE)
|
100.00
|
|
5
|
Kompozit Praha S R O
|
Subsidiary
|
Czech Republic
|
96.20
|
|
6
|
Ikon Investment Holdings Limited
|
Wholly Owned Subsidiary
|
Mauritius
|
100.00
|
|
7
|
GNXT Investment Holding PTE Ltd
|
Wholly Owned Subsidiary
|
Singapore
|
100.00
|
|
8
|
Time Materials Handling Solutions Limited1
(Formerly known as Schoeller Allibert Time Materials Handling Solutions Limited)
|
Wholly Owned Subsidiary
|
India
|
100.00
|
|
9
|
Schoeller Allibert Time Holding Pte. Ltd.
|
Subsidiary
|
Singapore
|
50.10
|
|
10
|
Time Mauser Industries Private Limited
|
Joint Venture
|
India
|
49.10
|
7. Changes in Share Capital
The details of changes in the Share Capital of the Company during the financial year under review are set out hereunder:
a) During the year under review, the Authorised Share Capital of the Company was increased from ? 52,50,00,000 (Rupees Fifty Two Crores Fifty Lakhs Only) to ? 100,00,00,000 (Rupees One Hundred Crores Only) by creation of an additional 47,50,00,000 (Forty Seven Crores Fifty Lakhs) Equity Shares of ? 1/- each, pursuant to the approval of shareholders by way of an Ordinary Resolution passed at the 35th Annual General Meeting held on September 11, 2025.
b) Further, pursuant to the approval of shareholders by way of an Ordinary Resolution passed at the 35th Annual General Meeting held on September 11, 2025, the Board of Directors, at its meeting held on September 24, 2025, allotted 22,69,29,066 Bonus Equity Shares of ? 1/- each in the ratio of 1:1 to the eligible members as on the Record Date, i.e., September 23, 2025, consequent to which the paid-up Equity Share capital of the Company increased from ? 22,69,29,066 to ? 45,38,58,132.
c) Subsequently, the Company allotted 3,97,77,247 Equity Shares of '1/- each on November 11, 2025 pursuant to a Qualified Institutions Placement at an issue price of ? 201.12 per share, aggregating to ? 800,00,00,000 (Rupees Eight Hundred Crores Only), consequent to which the paid-up Equity Share capital of the Company increased from ? 45,38,58,132 to ? 49,36,35,379. For more details, kindly refer to the Corporate Governance Report which forms an integral part of the Annual Report.
|
Particulars
|
No. of Equity
|
Face Value
|
Paid-up Share
|
| |
Shares
|
(?)
|
Capital (?)
|
|
Total paid-up Share Capital as on April 01, 2025
|
22,69,29,066
|
1/-
|
22,69,29,066
|
|
Add: Equity Shares allotted pursuant to Bonus Issue (1:1)
|
22,69,29,066
|
1/-
|
22,69,29,066
|
|
Balance post Bonus Issue
|
45,38,58,132
|
1/-
|
45,38,58,132
|
|
Add: Equity Shares allotted pursuant to QIP
|
3,97,77,247
|
1/-
|
3,97,77,247
|
|
Total paid-up Share Capital as on March 31, 2026
|
49,36,35,379
|
1/-
|
49,36,35,379
|
Apart from the above, there were no other changes in the share capital of the Company during the year under review.
The Company has neither issued shares with differential voting rights nor granted any stock options or issued any sweat equity. Further, the Company has not bought back any of its securities during the year under review and hence no details/information are invited in this respect. As on March 31, 2026, none of the Directors and promoters of the Company hold instruments convertible into equity shares of the Company.
8. Related Party Transactions
The Company has established a robust governance framework for Related Party Transactions (RPT's) in line with industry's best practices and in compliance the provisions of the Companies Act, 2013 ("the Act") read with the rules made thereunder and Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time ("SEBI Listing Regulations").
The necessary details for each RPT as applicable along with the justification therefor, are provided to the Audit Committee as per the Industry Standards on "Minimum information to be provided to the Audit Committee and Shareholders for approval of Related Party Transactions". All RPT's are placed before the Audit Committee for review and approval on a quarterly basis. Prior omnibus approval is obtained for RPT's which are of a foreseen and repetitive nature, and such approvals are thereafter placed before the Board.
All transactions with related parties during the year were on arm's length basis and in the ordinary course of business. As there were no material related party transactions entered into by the Company during the period under review, the provisions of Section 188 of the Act were not attracted and accordingly, no disclosure was required in Form AOC-2. None of the related party transactions requires approval of Members under the Act and the SEBI Listing Regulations.
All related party transactions are mentioned in the Notes to the Standalone as well as Consolidated Financial Statements which forms part of this Annual Report and also disclosed to the Stock Exchanges on a half-yearly basis pursuant to Regulation
23(9) of the SEBI Listing Regulations. None of the transactions with any of the related parties were in conflict with the Company's interest. The Company has formulated a Policy on Related party transactions which is available on the website of the Company and accessible through https://www.timetechnoplast.com/investor-center/shareholder-center/policies/ . This policy deals with the review and approval of related party transactions. The Board of Directors of the Company has approved the criteria to grant omnibus approval by the Audit Committee within the overall framework of the policy on related party transactions.
9. Details of Directors and Key Managerial Personnel, including those who were appointed or have ceased during the year 2025-26 and changes Subsequent to the Financial Year and upto the date of this Report.A. Changes During the Financial Year (2025-26)
During the financial year 2025-26, the Board of Directors of the Company underwent the following change(s):
9.1 Re-appointment of Whole-Time Directors
Pursuant to the recommendation of the Nomination and Remuneration Committee, the Board of Directors at its meeting held on August 11, 2025 approved the re-appointment of Mr. Raghupathy Thyagarajan (DIN: 00183305) and Mr. Naveen Kumar Jain (DIN: 00183948) for a term of five (5) years and Mr. Sanjeev Sharma (DIN: 08312517) for a term of three (3) years as Whole Time Directors of the Company, liable to retire by rotation, subject to the Members approval. The said re-appointments were duly approved by the Members of the Company at the 35th Annual General Meeting held on September 11, 2025.
B. Changes Subsequent to the Financial Year (i.e., after March 31, 2026)
The following changes in the Board of Directors of the Company took place subsequent to the end of the financial year 2025-26 and upto the date of this Report:
9.2 Appointment of Independent Directors for the First Term of 5 (Five) consecutive years
Upon the recommendation of the Nomination and Remuneration Committee at its meeting held on August 05, 2026, the Board of Directors, at its meeting held on August 05,2026, appointed Mr. Devendra Jitendra Shah (DIN: 03095028) and Mrs. Hema Rajendra Gaitonde (DIN: 11835462) as Additional Directors of the Company in the capacity of I ndependent Directors with effect from August 05, 2026, to hold office upto the date of the forthcoming AGM. The Board recommends their appointment as Independent Directors for a first term of five (5) consecutive years with effect from August 05, 2026, for Members' approval at the ensuing AGM.
Board's opinion on integrity, expertise and experience
In the opinion of the Board, Mr. Devendra Jitendra Shah and Mrs. Hema Rajendra Gaitonde possess the requisite integrity, expertise and experience (including proficiency) to serve as Independent Directors of the Company as required to be disclosed under Rule 8(5)(iiia) of the Companies (Accounts) Rules, 2014.
Particulars relating to the proposed appointment of Mr. Devendra Jitendra Shah and Mrs. Hema Rajendra Gaitonde as Independent Directors, together with the relevant resolutions, are set out in the Notice convening the ensuing Annual General Meeting, which forms part of this Annual Report.
9.3 Directors retiring by rotation and subsequent re-appointment
In accordance with the provisions of Section 152 and other applicable provisions, if any, of the Companies Act, 2013 and Regulation 17, 17(1A) of the SEBI Listing Regulations, Mr. Sanjaya Kulkarni (DIN: 00102575) and Mr. Mahinder Kumar Wadhwa (DIN: 00064148) are liable to retire by rotation at the ensuing Annual General Meeting. Being eligible, they have offered themselves for re-appointment.
Based on the performance evaluation and on the recommendation of the Nomination and Remuneration Committee, the Board of Directors have recommended their re-appointment as Non-Executive Directors of the Company, liable to retire by rotation, for the approval of the Members at the ensuing Annual General Meeting
In compliance with Secretarial Standard - 2 on General Meetings and the applicable SEBI Listing Regulations, a brief profile along with other relevant details of Mr. Sanjaya Kulkarni (DIN: 00102575) and Mr. Mahinder Kumar Wadhwa (DIN: 00064148), Non-Executive Directors retiring by rotation, together with the necessary resolution for their re¬ appointment, forms part of the Notice convening the Annual General Meeting, which forms part of this Annual Report.
C. Key Managerial Personnel (KMPs)
The following are the Whole-time Key Managerial Personnel of the Company pursuant to Sections 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as on March 31, 2026:
|
Name
|
Designation
|
Date of Appointment
|
|
Mr. Bharat Kumar Vageria
|
Managing Director & Chief Financial Officer
|
February 06, 2022 & May 29, 2014
|
|
Mr. Raghupathy Thyagarajan
|
Whole Time Director
|
March 21, 1990
|
|
Mr. Naveen Kumar Jain
|
Whole Time Director
|
December 20, 1989
|
|
Mr. Sanjeev Sharma
|
Whole Time Director
|
November 12, 2022
|
|
Mr. Manoj Kumar Mewara
|
Sr. VP Finance & Company Secretary & Compliance Officer
|
November 24, 2018
|
No KM P resigned/was newly appointed during FY2025-26, other than the re-appointments noted at point 9.1 above.
10. Senior Management
Details of the core Senior Management Team consisting of Divisional Heads and information about them are provided in the Corporate Governance Report, which forms an integral part of the Annual Report.
11. Meetings of the Board
The meetings of the Board of Directors are convened at regular intervals to review, discuss, deliberate upon and decide various matters pertaining to the business operations, strategic initiatives, risk management framework, audit and assurance functions, governance policies, financial performance and other matters as may be placed before the Board by the Chairman or the Members from time to time.
During the financial year 2025-26, Six (6) meetings of the Board of Directors were duly convened and held. The details of the said meetings and the attendance of each Director are provided in the Report on Corporate Governance, which forms an integral part of this Annual Report. The gap between two consecutive Board meetings did not exceed one hundred and twenty (120) days, in compliance with the provisions of Regulation 17 of the SEBI Listing Regulations, Section 173 of the Companies Act, 2013 and Secretarial Standard on Meetings of the Board of Directors.
Pursuant to the requirements of Schedule IV to the Companies Act, 2013 and the SEBI Listing Regulations, a separate Meeting of the Independent Directors of the Company was held during the year under review, on February 12, 2026, without the presence of Non-Independent Directors and members of the management, to inter-alia review the performance of Non¬ Independent Directors and the Board as a whole, the performance of the Chairperson of the Company, taking into account the views of Executive Directors, Non-Executive Non-Independent Directors and also to assess the quality, quantity and timeliness of flow of information between the Company Management and the Board.
12. Committees of the Board
In order to adhere to the best corporate governance practices, to effectively discharge its functions and responsibilities, the Company has duly constituted the following mandatory Committees in terms of the provisions of the Companies Act, 2013 read with rules framed thereunder and SEBI Listing Regulations viz.
a. Audit Committee;
b. Nomination and Remuneration Committee;
c. Stakeholders' Relationship Committee;
d. Corporate Social Responsibility Committee; and
e. Risk Management Committee.
The Composition of all the above Committees, number of meetings held during the year under review, brief terms of reference and other details have been provided in the Corporate Governance Report which forms part of this Annual Report. All the recommendations made by the Committees were accepted by the Board.
13. Policy on Appointment and Remuneration of Directors
The Company has in place a Nomination and Remuneration Policy ("Policy") governing the appointment and remuneration of Directors, Key Managerial Personnel and Senior Management Personnel, in accordance with the provisions of the Companies Act, 2013 ("the Act") and the SEBI Listing Regulations.
The appointment of Directors on the Board is subject to the recommendation of the Nomination and Remuneration Committee ('NRC') . Based on the recommendation of the NRC, the remuneration of the Executive Director(s) is proposed in accordance with the provisions of the Act, comprising basic salary, perquisites, allowances and commission, for the approval of the Members of the Company. Further, based on the recommendation of the Board of Directors, the remuneration payable to Non-Executive Directors, including payment of commission, is proposed for approval of the Members, in accordance with the applicable provisions of the Act.
The Nomination and Remuneration Policy, including the criteria for determining qualifications, positive attributes, independence of a Director and other matters as provided under Section 178(3) of the Act, is available on the Company's website and can be accessed through https://www.timetechnoplast.com/investor-center/shareholder-center/policies/.
14. Particulars of Employees
Employees form the core strength of the Company and are fundamental to its sustained growth and success. The Company remains committed to fostering an environment that enables employees to develop, perform, and contribute effectively; details pertaining to the same can be referred in Business Responsibility and Sustainability Reporting which forms part of this Annual Report.
Disclosure pertaining to remuneration and other details as required under Section 197(12) read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is set out in Annexure - A to this Report.
15. Declaration by Independent Directors
The Company has received the following declarations and confirmations from all the Independent Directors of the Company confirming that:
a) They are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence, in terms of Regulation 25(8) of the SEBI Listing Regulations.
b) They have met the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI Listing Regulations.
c) They are not disqualified to act as director in terms of Section 164 of the Act.
d) They have registered themselves with the databank maintained by the Indian Institute of Corporate Affairs ("IICA"), in terms of Section 150 of the Act and Rules made thereunder.
e) They have either confirmed that they are exempted or successfully undergone online proficiency self-assessment test as required under the Act.
f) They have complied with the Code for Independent Directors prescribed in Scheduled IV to the Act.
g) They have not been debarred or disqualified by Securities and Exchange Board of India, Ministry of Corporate Affairs or such other statutory authorities from being appointed or continuing as a director of the Company.
The Board has taken on record declarations and confirmations submitted by the Independent Directors after undertaking due assessment of the veracity of the same.
In the opinion of the Board, there has been no change in the circumstances affecting their status as Independent Directors of the Company and the Board is satisfied of the integrity, expertise, and experience (including proficiency in terms of Section 150(1) of the Act and applicable rules thereunder) of all Independent Directors on the Board and that they fulfill the conditions specified under the Act, and the SEBI Listing Regulations.
16. Familiarization Programme for Independent Directors
In compliance with the requirements of the SEBI Listing Regulations, the Company has in place a structured Familiarization Programme for its Independent Directors, aimed at familiarizing the Independent Directors with their roles, rights and responsibilities within the Company.
The programme, inter alia, includes familiarization with the Company's business and operations, strategic planning processes, manufacturing processes, business strategy of its subsidiaries, amendments in applicable laws, internal codes and policies, environmental and sustainability practices, Environmental, Social and Governance ("ESG") initiatives, as well as the overall industry landscape in which the Company operates.
The details of the familiarization programme conducted during the financial year under review are set out in the Corporate Governance Report, which forms part of this Annual Report. The same is also available on the website of the Company and can be accessed through www.timetechnoplast.com
17. Board Performance Evaluation
Pursuant to the provisions of the Companies Act, 2013 and Regulation 17(10) of the SEBI Listing Regulations, the Board has carried out an annual evaluation of its own performance, the performance of the individual directors including Independent Directors, Chairman and the working of its committees, based on the evaluation criteria defined by the Nomination and Remuneration Committee for the performance evaluation process. Performance evaluation of Independent Directors was done by the entire Board, excluding the Director being evaluated. The evaluation was undertaken by way of internal assessments, based on detailed questionnaires. The performance of the Board was evaluated by the entire Board after seeking inputs from all the directors on the basis of criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc. The performance of the Committees was evaluated by the Board after seeking input from the Committee members on the basis of criteria such as the composition of committees, effectiveness of Committee meetings, Structure of Committee meetings, and independence of the committees from the Board and Contribution to the decision of the Board. The performance of Independent Directors was evaluated on the basis of Independence and non-conflict of interest, independent views and judgment and voicing opinion freely, participation at the meetings. The performance of the Individual Director was evaluated on the basis of criteria such as Qualification, Experience, Knowledge and Competency, ability to function as an effective team member, availability and attendance for the Board/ Committees, Integrity, commitment and contribution to the Board. The performance of Chairman was evaluated on the basis of efficient leadership, open-minded, decisive, courteous, professionalism, able to coordinate the discussion, able to steer the meeting effectively, Impartiality, commitment, and protection of shareholders' interest while taking decisions.
The performance of the Board, Committees, Individual directors, including Independent Directors and Chairman was found satisfactory.
18. Risk Management
The Board has formed a Risk Management Committee to frame, implement and monitor the risk management plan for the Company. The Committee is responsible for monitoring and reviewing the risk management plan and ensuring its effectiveness. The Audit Committee has additional oversight in the area of financial risks and controls.
Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. Further details on the risk management activities including the implementation of risk management policy, key risks
identified and their mitigation are covered in Management Discussion and Analysis Report, which forms part of this Annual Report.
Your Company has also formulated a Risk Management Policy, which is available on the Company's website at www.timetechnoplast.com
19. Credit Rating
Your Company has obtained credit ratings for the credit facilities availed by it and the strong ratings ascribed by the Credit Rating Agency reflect your Company's financial discipline and prudence in management.
The credit rating of the Company as given by CRISIL Ratings Limited is as follows:
|
Bank Loan Facilities Rated
|
Rating
|
|
Long Term Rating
|
CRISIL AA-/Stable
|
|
Short Term Rating
|
CRISIL A1
|
20. Auditors20.1 Statutory Auditors
At the 34th Annual General Meeting ("AGM") held on September 27, 2024, the Members of the Company approved the appointment of M/s. Khandelwal Jain & Co. and M/s. K P M R & Co., Chartered Accountants, as Joint Statutory Auditors of the Company for a period of 5 (five) consecutive years, to hold office from the conclusion of the 34th AGM until the conclusion of the 39th AGM of the Company.
During the year under review, one of the Joint Statutory Auditors, M/s. Khandelwal Jain & Co., Chartered Accountants (Firm Registration No. 105049W), tendered its resignation with effect from August 12, 2025 citing constraints on its resources. Consequent thereto, M/s. Raman S. Shah & Co., Chartered Accountants (Firm Registration No. 111919W), was appointed as one of the Joint Statutory Auditors of the Company at the 35th AGM for a term of 5 (Five) years, to hold office until the conclusion of the 40th Annual General Meeting.
The Auditors have confirmed their eligibility under Section 141 of the Companies Act, 2013 and the rules framed thereunder. In compliance with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, they have also confirmed that they hold a valid Peer Review Certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India (ICAI).
Statutory Auditors' Report
The Auditors' Report on the Standalone and Consolidated Financial Statements for the financial year 2025-26, issued by M/s. K P M R & Co. and M/s. Raman S. Shah & Co., Chartered Accountants, the Joint Statutory Auditors of the Company does not contain any qualification, reservation, adverse remark or disclaimer. The Notes to the financial statements are self-explanatory and do not call for any further comments.
Details in respect of frauds reported by auditors.
During the year under review and as on date, there were no instances of fraud reported by the auditors under sub¬ section (12) of Section 143 of the Act or to the Central Government.
20.2 Cost Auditor
As per Section 148 of the Companies Act, 2013 ('the Act') read with the Companies (Cost Records and Audit) Rules, 2014, the Company is required to have the audit of its cost records conducted by a Cost Accountant in practice. Accordingly, the Board of Directors at its meeting held May 27, 2026 on the recommendation of the Audit Committee, appointed M/s. Darshan Vora & Co., Cost Accountants (Firm Registration Number 103886), as the Cost Auditors of the Company for the Financial Year 2026-27 and the Cost Auditors will provide the Cost Audit Report within the prescribed time as per the Act.
M/s. Darshan Vora & Co., Cost Accountants have confirmed that their appointment is within the limits of Section 141(3)(g) of the Act and have also certified that they are free from any disqualifications specified under Section 141(3) and proviso to Section 148(3) read with Section 141(4) of the Act.
As per the provisions of the Act, the remuneration payable to the Cost Auditors is required to be placed before the Members in the Annual General Meeting for their ratification. Accordingly, a resolution seeking Members' ratification for the remuneration payable to M/s. Darshan Vora & Co., Cost Accountants for conducting the Cost Audit for the Financial Year 2026-27 forms part of the AGM Notice, which forms part of this Annual Report.
The Company has filed the Cost Audit Report for the Financial Year 2024-25 submitted by M/s. Darshan Vora & Co., Cost Accountants with the Ministry of Corporate Affairs, Government of India on September 12, 2025.
Disclosure on maintenance of Cost Records
Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with clause (ix) of Rule 8(5) of the Companies (Accounts) Rules, 2014, adequate cost accounts and records are made and maintained by your Company as specified by the Central Government.
20.3 Secretarial Auditor
The Members at the 35th Annual General Meeting held on September 11, 2025, appointed M/s. Dash Dwivedi & Associates LLP, Company Secretaries, (ICSI Membership No. FCS-9765|CP No.9309| PRC No.: 6628/2025) as Secretarial Auditors of the Company for a first term of five (5) consecutive years from FY 2025-26 to FY 2029-30.
The Secretarial Auditor have confirmed that they have subjected themselves to the peer review process of Institute of Company Secretaries of India (ICSI) and hold valid certificate issued by the Peer Review Board of the ICSI. The Audit Committee reviews the independence and objectivity of the Secretarial Auditors and the effectiveness of the Audit process.
Secretarial Audit Report
In terms of Section 204 of the Companies Act, 2013 and Regulation 24A of the SEBI Listing Regulations, the Secretarial Audit Report (MR-3) issued by M/s. Dash Dwivedi & Associates LLP for the Financial Year ended March 31, 2026, is annexed as Annexure - B to this report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark or disclaimer.
Annual Secretarial Compliance Report
A Secretarial Compliance Report for the Financial Year ended March 31, 2026 on compliance of all applicable SEBI Regulations and circulars/guidelines issued thereunder, was obtained from M/s. Dash Dwivedi & Associates LLP, Company Secretaries, Secretarial Auditors.
21. Corporate Social Responsibility (CSR)
The Company firmly believes that social responsibility is an integral part of our organizational philosophy. This commitment is reflected in our business practices, accountability and our dedication to enhancing the well-being of communities and society through meaningful environmental and social initiatives. Pursuant to Section 135 of the Companies Act, 2013 pertaining to Corporate Social Responsibility ("CSR"), the Company has duly constituted a Corporate Social Responsibility Committee ("CSR Committee").
The CSR Obligation for the financial year 2025-26 was ' 382.62 Lakhs and the Company had spent ' 382.62 Lakhs for carrying out the CSR projects. The Annual Report on CSR is set out in Annexure - C to this report. The CSR Policy which outlines about objectives, the constitution of CSR Committee, roles and responsibilities of the committee, implementation, monitoring and guiding principles etc. is available on the Company's website at www.timetechnoplast.com
22. Annual Return
Pursuant to Section 134(3)(a) and Section 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company as on March 31, 2026, in Form MGT-7 is placed on the website of the Company and can be accessible through, www.timetechnoplast.com
23. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo
The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is set out in Annexure - D to this Report.
24. Particulars of Loan Given, Investments made, Guarantee Given and Securities provided under Section 186 of the Companies Act, 2013
During the year under review, your Company has made loans, given guarantees, provided securities and made investments in compliance with Section 186 of the Companies Act, 2013 ('the Act').
The particulars of loans, guarantee and investments made during the year under review, are given in the notes forming part of the financial statements.
25. Deposits
The Company has neither accepted nor renewed any deposits covered under Chapter V of the Companies Act, 2013 ('the Act') read with the Companies (Acceptance of Deposits) Rules, 2014, during the financial year 2025-26. Accordingly, no amount of principal or interest was outstanding as on the date of the Balance Sheet, i.e. March 31, 2026. The relevant details in this regard are set out below for reference:
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Sr. No.
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Particulars
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Details
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1.
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Deposits accepted/remained unpaid or unclaimed as at the end of the year
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Nil
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2.
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Deposits in default as at the end of the year, including whether there has been any
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|
| |
default in repayment of deposits or payment of interest thereon
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Nil
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3.
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Details of deposits which are not in compliance with the requirements of
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|
| |
Chapter V of the Act
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Nil
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26. Directors' Responsibility Statement
In terms of Section 134(5) of the Companies Act, 2013, the Directors state that to the best of their knowledge and belief and
according to the information and explanations obtained by them confirm that:
(a) in the preparation of the annual accounts, the applicable accounting standards have been followed and there has been no material departures;
(b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company and of the profit of the Company for the year ended March 31, 2026;
(c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
(d) the Directors have prepared the annual accounts on a going concern basis;
(e) the Directors have laid down an adequate system of internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively; and
(f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
27. Management Discussion and Analysis Report
Management Discussion and Analysis Report for the year under review, as per SEBI Listing Regulations is presented in a separate section, which forms part of this Annual Report.
28. Business Responsibility and Sustainability Report
In accordance with Regulation 34(2)(f) of the Listing Regulations, the Business Responsibility and Sustainability Report ('BRSR') forms a part of this Annual Report describing the initiatives undertaken by the Company from an environmental, social and governance perspective for the Financial Year ended March 31, 2026.
29. Report on Corporate Governance
As required under Regulation 34 read with Schedule V (C) & (E) of the Listing Regulations, a Report on Corporate Governance along with a Certificate confirming compliance with the conditions of Corporate Governance, for the Financial Year 2025-26 from the Secretarial Auditors of the Company forms part of this Annual Report.
30. Details of Establishment of Vigil Mechanism/ Whistle Blower Policy
The Company is committed to upholding the highest standards of ethical, moral and legal conduct in the course of its business operations. In order to ensure that the activities of the Company and its employees are conducted in a fair and transparent manner by adoption of the highest standards of responsibility, professionalism, honesty and integrity, the Company has established a well-defined Whistle Blower Policy in compliance with the provisions of Section 177(9) and (10) of the Companies Act, 2013 and Regulation 22 of the SEBI Listing Regulations which can be accessed at the Company's website at www.timetechnoplast.com
The Policy provides a secure and protected environment for employees and other stakeholders to report instances of unethical or unlawful conduct, actual or suspected fraud, or violations of the Company's Code of Conduct, and provides adequate safeguards against victimisation of persons availing of this mechanism. It also provides for direct access to the Chairman of the Audit Committee in appropriate or exceptional circumstances.
The Audit Committee oversees the functioning of the vigil mechanism of the Company pursuant to the provisions of the Companies Act, 2013 and the Chairman of the Audit Committee has direct access for receiving Complaints under Whistle Blower Policy.
During the year under review, no complaints were received under the Vigil Mechanism and the Company affirms that no personnel were denied access to the Audit Committee/Audit Committee Chair.
31. Employee Stock Option Scheme
The Company has instituted an Employee Stock Option Scheme, namely 'Time Technoplast Limited - Employees Stock Option Plan 2017' ("ESOP 2017" or "the Scheme"). During the financial year 2025-26, there had been no change in the Employee Stock Option Scheme of the Company. The ESOP Scheme is in compliance with SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ('the SBEB Regulations').
Further, the Company has obtained a certificate from M/s. Dash Dwivedi & Associates LLP, Company Secretaries, Secretarial Auditors of the Company under Regulation 13 of the SBEB Regulations stating that the scheme has been implemented in accordance with the SBEB Regulations and the resolution passed by the Members dated September 29, 2017 (further amended on September 27, 2024) and is available on the Company's website at www.timetechnoplast.com. The Certificate will be available electronically for inspection by the Members during the Annual General Meeting of the Company.
Further, the disclosure under Regulation 14 of the SBEB Regulations is also available on the Company's website at www.timetechnoplast.com
32. Disclosures under Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013
The Company has zero tolerance towards sexual harassment at the workplace and is committed to providing a safe, secure and dignified working environment to all its employees. In line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act") and the Rules framed thereunder, the Company has formulated a Policy on Prevention of Sexual Harassment at Workplace and has constituted Internal Complaints Committee(s) ("ICC") at its various locations/units to redress complaints relating to sexual harassment, in the manner prescribed under the POSH Act.
The policy applies to all employees of the Company, including those engaged on full-time, part-time, trainees and that on contractual basis, as well as to the employees of its business associates ("associated parties") who visit workplace for official duties.
The Company undertakes regular awareness initiatives, including induction and refresher training programmes, to sensitise employees on the provisions of the POSH Act and the mechanism available for redressal of grievances. During the year under review, online training sessions on the subject were conducted for employees across the organisation.
Disclosures in relation to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 are as under:
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Sr. No.
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Particulars
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Nos.
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1.
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No. of Sexual Harassment Complaints received
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Nil
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2.
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No. of Sexual Harassment Complaints disposed off
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Not Applicable
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3.
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No. of Sexual Harassment Complaints pending beyond 90 days
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Not Applicable
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4.
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No. of Sexual Harassment Complaints pending as on March 31, 2026
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Not Applicable
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The Company affirms that it has complied with the provisions relating to the constitution of Internal Complaints Committee(s) under the POSH Act.
33. Cyber Security
In view of increased cyber attack scenarios, the cyber security maturity is reviewed periodically and the processes, technology controls are being enhanced in-line with the threat scenarios. Your Company's technology environment is enabled with real time security monitoring with requisite controls at various layers starting from end user machines to network, application and the data.
During the year under review, your Company did not face any incidents or breaches or loss of data breach in cyber security.
34. Transfer to Investor Education and Protection Fund (IEPF)Transfer of Unpaid/Unclaimed Dividend
In terms of the provisions of Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 (including amendments and modifications, thereof), ^ 1,65,592 pertaining to unpaid/unclaimed dividends were transferred during the year to the Investor Education and Protection Fund.
Transfer of Shares underlying Unpaid Dividend
In terms of the provisions of Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 (including amendments and modifications, thereof), 2,681 equity shares in respect of which dividend has not been claimed by the members for seven consecutive years or more were transferred during the year to the Investor Education and Protection Fund.
35. Material Changes and Commitments, if any, affecting the Financial Position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the Report
No material changes and commitments have occurred between end of the financial year of the Company to which the financial statements relate and the date of this report which may affect the financial position of the Company. However, your Company has acquired a 76% equity stake in Systoverse Private Limited ("SPL"), a Maharashtra-based manufacturer of ISI-certified HDPE Pipes and Sprinkler Systems marketed under the brand 'Systo', for a cash consideration of ^15.2 Mn, pursuant to which SPL has become a subsidiary of the Company. For more details, kindly refer to para 6 of this Report.
36. Compliance with the Secretarial Standards
In terms of Section 118(10) of the Companies Act, 2013, the Company states that the applicable Secretarial Standards i.e., SS-1 and SS-2, issued by the Institute of Company Secretaries of India, relating to Meetings of the Board of Directors and General Meetings respectively, have been duly complied with which has been further confirmed by the Secretarial Auditors of the Company.
37. Adequacy of Internal Financial Controls
The Company believes that long-term goals and success can be achieved only when a robust Internal Control system is in place. The Company has an effective internal financial control system which is constantly assessed and strengthened with new/revised standard operating procedures. The Company's internal financial control system is strong and commensurate with its size, scale and complexities of operations.
In terms of Section 138 of the Companies Act, 2013 ('the Act') read with applicable rules thereto, the Board of Directors, on the recommendation of the Audit Committee, appointed Internal Auditors for various locations of the Company for the financial year 2025-26.
The Company has adopted accounting policies which are in line with the Indian Accounting Standards notified under Section 133 and other applicable provisions, if any, of the Act read together with the Companies (Indian Accounting Standards) Rules, 2015. During the year under review, no material or serious observations have been reported by the Internal Auditors of the Company for inefficiency or inadequacy of such controls.
The Company's Financial Statements are prepared on the basis of the Significant Accounting Policies that are selected by the Management and approved by the Audit Committee and the Board. These Accounting Policies are reviewed from time to time based on the recent circulars and clarifications received from the appropriate Authorities. In order to maintain its objectivity and independence, the Internal Auditor reports to the Chairman of the Audit Committee. The Audit Committee meets the Internal Auditors and Statutory Auditors to ascertain, inter alia, their views on the adequacy of internal control systems and keeps the Board of Directors informed of their major observations periodically. The Internal Auditors monitors & evaluates the efficacy of Internal Financial Control system in the Company, its compliance with operating system, accounting procedures & policies at all the locations of the Company. Based on the report of the Internal Audit function, corrective actions in the respective areas are undertaken and controls are strengthened. In the opinion of the Audit Committee as well as in the opinion of the Board as on March 31, 2026, the internal financial controls were adequate and operating effectively.
38. Maternity Benefit Act, 1961
Your Company is committed to fostering a safe, supportive and inclusive workplace for all women employees. In this regard, your Company has duly complied with the provisions of the Maternity Benefit Act, 1961, as amended from time to time. All eligible women employees have been extended the benefits thereunder, including maternity leave and other statutory entitlements as prescribed. Your Company continuously strives to maintain a work environment that upholds the rights and well-being of its women workforce in accordance with applicable laws.
39. Code for prevention of insider trading
The Company has adopted a Code of Conduct to regulate, monitor and report trading by designated persons and their immediate relatives as per the requirements under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The Code, inter alia, lays down the procedures to be followed by designated persons while trading/dealing in Company's shares and sharing Unpublished Price Sensitive Information ("UPSI"). The Code covers Company's obligation to maintain a digital database, mechanism for prevention of insider trading and handling of UPSI and the process to familiarize with the sensitivity of UPSI. Further, it also includes code for practices and procedures for fair disclosure of unpublished price sensitive information which has been made available on the Company's website and accessible through www.timetechnoplast.com
40. Significant and Material Orders passed by the Regulators/Courts/Tribunals
During the year under review, no significant or material orders have been passed by the Regulators, Courts or Tribunals that impact the going concern status and future operations of your Company.
41. General Disclosures
During the year, there were no transaction requiring disclosure or reporting in respect of matters relating to:
(a) issue of equity shares with differential rights as to Dividend, voting or otherwise;
(b) issue of shares (including sweat equity shares) to employees of the Company under any scheme;
(c) change in the nature of business of the Company.
(d) pendency of any proceeding against the Company under the Insolvency and Bankruptcy Code, 2016;
(e) instance of one-time settlement with any bank or financial institution;
(f) receipt of remuneration or commission by Managing Director and Whole Time Director from any of the subsidiary.
42. Cautionary Statement
Statements in the Annual Report, including those which relate to Management Discussion and Analysis describing the Company's objectives, projections, estimates and expectations, may constitute 'forward looking statements' within the meaning of applicable laws and regulations. Although the expectations are based on reasonable assumptions, the actual results might differ.
43. Acknowledgments
The Directors place on record their sincere appreciation for the unwavering hard work, dedication, and commitment of all employees, whose efforts continue to underpin the Company's industry leading performance. Their passion and resilience have been instrumental in sustaining the Company's leadership and driving its continued success.
The Board also acknowledges Time Technoplast's outstanding support through cuffing edge innovations, technology, and marketing capabilities across categories, which has enabled the Company to continuously enhance consumer satisfaction and successfully introduce new and improved products.
The Company deeply values the steadfast partnership of its suppliers, distributors, retailers, business partners, and the wider trade ecosystem. Their collaboration has been integral to shared growth, and the Board reiterates its commitment to nurturing relationships built on mutual trust, respect, and long term value creation.
The Directors further extend their gratitude to all Shareholders, Business Partners, Government and Regulatory Authorities, and the Stock Exchanges for their continued confidence and support.
FOR AND ON BEHALF OF THE BOARD FOR TIME TECHNOPLAST LIMITED
BHARAT KUMAR VAGERIA RAGHUPATHY THYAGARAJAN
Date: August 05, 2026 MANAGING DIRECTOR WHOLE TIME DIRECTOR
Place: Mumbai DIN: 00183629 DIN: 00183305
1
The name of the Subsidiary Company was changed from Schoeller Allibert Time Materials Handling Solutions Limited to Time Materials Handling Solutions Limited with effect from March 27,2026.
None of the Companies mentioned above is a material subsidiary as per the threshold laid down under the SEBI Listing Regulations as amended from time to time.
Pursuant to Section 129(3) of the Companies Act, 2013 ("the Act") a statement containing the salient features of the Financial Statements of each of the subsidiaries and Joint Venture Company in the prescribed Form AOC-1 is attached to the Consolidated Financial Statements of the Company forming part of this Annual Report. Further, pursuant to Section 136 of the Act, the financial statements of the subsidiaries are available on the Company's website and accessible through https://www.timetechnoplast.com/investor-center/investor-calendar/financials-of-subsidiaries/
In line with the requirements of Regulation 16(1)(c)of the SEBI Listing Regulations, the Company has a Policy for Determining Material Subsidiaries, as approved by the Board, which is available on the Company's website at https://www.timetechnoplast.com/investor-center/shareholder-center/policies/
Further, the Company has acquired a 76% equity stake in Systoverse Private Limited on June 10, 2026, which has consequently become a subsidiary of the Company. For further details, please refer to Para 6 of this Report.
6. Strategic Acquisition
As on the date of this report, your Company has acquired 76% equity stake in Systoverse Private Limited ("SPL"), a Maharashtra-based manufacturer of ISI-certified HDPE Pipes and Sprinkler Systems under the brand 'Systo', for a cash consideration of ' 15.2 Mn, with SPL becoming a subsidiary of your Company. The balance 24% stake continues to be held by SPL's existing shareholders. The Company's total projected investment, including expenditure towards plant upgradations, modernization, capex for plant and machinery and capacity expansion, is approximately ' 250 Mn.
This acquisition strengthens your Company's HDPE Pipe portfolio, establishes an operational presence in Maharashtra and supports its inorganic growth strategy. It further enables your Company to leverage SPL's existing regulatory approvals and aligns with the Government of India's 'Make in India' initiative.
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