TPL Plastech Ltd Forensic Report - SOIC x StockScans Report

as of Sep 2026

TPL Plastech's record is clean on its face: seven consecutive years of unqualified audit opinions from the same firm, with no Emphasis of Matter paragraphs, and no fraud reported. But the company's business is structurally routed through its promoter and a promoter-linked supplier, with shareholder-approved related-party limits rising from ₹50 crore to ₹925 crore over four years, and its reported borrowings understate true bank funding reliance because buyer's credit is parked inside trade payables.

Key findings

  1. TPL Plastech's business is structurally routed through its promoter and a promoter-linked supplier Major - Shareholders approved related party transactions with Time Technoplast Limited on September 21, 2023, setting a limit of ₹50 Crores for FY 2023-24, which was raised to ₹150 Crores via Postal Ballot approved March 16, 2024. The FY2025-26 AGM notice seeks approval for TTL transactions of ₹425 Crores for FY2026-27 and ₹500 Crores for FY2027-28, aggregating up to ₹925 Crores from conclusion of the 33rd AGM till conclusion of the 34th AGM. TTL proposed transaction value as a percentage of TPL Plastech's annual consolidated turnover for the immediately preceding FY is 100.58% for FY2026-27 and 118.33% for FY2027-28. Avion Exim Private Limited proposed transaction amounts are ₹110 Crores for FY2026-27 and ₹150 Crores for FY2027-28, aggregating up to ₹260 Crores. Avion Exim's standalone financial performance as on 31/03/2026 shows turnover of ₹161.31 crore, Profit After Tax of ₹2.79 crore, and Net worth of ₹38.07 crore. TTL's previous FY transactions with TPL Plastech were Purchase of ₹37.1 crore and Sales of ₹205.54 crore; Avion Exim's previous FY transactions were Purchase of ₹66.19 crore and Sales of ₹37.69 lakhs. The Audit Committee relied on no external valuation report or other external party reports for the RPT approval, and no information was redacted. The Company has given a corporate guarantee of ₹45.00 Crore to State Bank of India on behalf of Material Recycling Association of India (MRAI), where a nominee of the Company is the President for the year 2024-25. The Postal Ballot notice dated June 26, 2025 sought approval for TTL transactions up to ₹325 Crores for FY2025-2026, increased from the previous FY approval of ₹150 Crores due to substantial increase in demand and production volumes.
  2. Reported borrowings understate true reliance on bank funding Major - Trade payables in the consolidated FY2025-26 financial statements include ₹11.54 crore towards buyer's credit facilities, up from ₹1.79 crore in the previous year, a \~545% increase. Trade payables in the standalone FY2020-21 financial statements include ₹13,81,18,388 (₹13.81 crore) towards buyer's credit facilities, up from ₹7,83,37,299 in FY2019-20. Trade payables in the standalone FY2019-20 financial statements include ₹7,83,37,299 towards buyer's credit facilities, up from ₹3,41,76,228 in FY2018-19.
  3. Subsidiary structure has been repeatedly reshaped, and the company is now being merged into its parent Major - TPL Plastech Ltd has one wholly owned subsidiary, Prokube Containers Private Limited, and no associates or joint ventures as of FY2025-26. Prokube Containers Private Limited was incorporated on October 13, 2023 as a wholly owned subsidiary. TPL Plastech Limited (Dubai) was a subsidiary from 22nd December 2023 and was declining as on 14.02.2024. TPL Plastech Limited (Mauritius) was a wholly owned subsidiary with effect from 12.05.2023, and was previously a subsidiary with effect from 11.03.2021. NCLT Ahmedabad Bench order dated 02 June 2021 sanctioned amalgamation of Ecotech Green Lifecycle Limited (EGLL) into TPL Plastech; EGLL ceased to be subsidiary effective 2 June 2021. On 26 Aug 2026, TPL Plastech Ltd announced a scheme of amalgamation/merger with its holding company Time Technoplast Ltd, which holds 74.86% of TPL Plastech's paid-up equity share capital. On 26 Aug 2026, TPL Plastech Ltd announced receipt of in-principle approval for the merger with Time Technoplast Ltd, subject to further approvals. The Company has given a corporate guarantee of ₹24.94 crore (Previous Year ₹26.28 crore) in respect of loans availed by its wholly owned subsidiary TPL Plastech Limited (Mauritius).
  4. Contingent exposure is dominated by a ₹4.56 crore service tax demand Minor - As at 31 March 2024, TPL Plastech Ltd disclosed contingent liabilities comprising income tax demands disputed by the Company of ₹24.52 lakhs (net of amounts paid; previous year ₹0.60 lakhs) and service tax demands disputed by the Company of 4.56 crore (previous year Nil), both pending before appellate authorities. As at 31 March 2024, claims against the Company not acknowledged as debts stood at 7.77 crore, unchanged from the previous year. In FY2023-24, a corporate guarantee given by the Company to IDBI Bank Ltd. towards loans of TPL was invoked by the bank in November 2023; the Company accrued additional interest of ₹18.69 lakhs and disclosed it as a contingent liability not acknowledged as debt, while disputing the invocation on the ground that the guarantee stands discharged and pursuing legal remedies. During FY2023-24, the Ministry of Corporate Affairs initiated proceedings under Section 454 of the Companies Act, 2013 against the Company for certain violations; the Company received a notice, filed its reply, and stated it believes it has a good case on merits. As at 31 March 2026, contingent liability for bank guarantees on behalf of the Company was 1.45 crore (previous year 1.4 crore). As at 31 March 2026, capital commitment was ₹2.52 crore (previous year ₹1.11 crore). As at 31 March 2023, capital commitment was ₹3.57 crore (previous year ₹22.98 lakhs).
  5. Operating cash flow is volatile and cumulatively trails EBITDA Minor - Cumulative CFO of ₹166 crore was 0.61x cumulative EBITDA of ₹271 crore over the ten-year history through FY2026. FY23 CFO was negative ₹1.76 crore against PAT of ₹16.03 crore (CFO/PAT -0.11x), while FY26 CFO was ₹45.83 crore against PAT of ₹29.07 crore (CFO/PAT 1.58x). FY25 CFO was ₹16.32 crore against PAT of ₹23.59 crore (CFO/PAT 0.69x) and FCF was negative ₹5.80 crore. FY26 capital expenditure of ₹9.4 crore was directed to plant automation, debottlenecking, and Dahej expansion. FY24 capital expenditure of ₹10.24 crore was for automation and debottlenecking at existing plants. FY23 capital expenditure of ₹17.5 crore was towards automation, debottlenecking at existing plants and the Dahej Greenfield project. Capital Work in Progress increased from 3.1 crore to 5.61 crore (Land & Buildings) in FY26. Board proposed final dividend of ₹1.30 (65%) per share on 26th May 2026 for FY2025-26, subject to shareholder approval, cash outflow of ₹10.14 crore if approved; prior year dividend of ₹1/- (50%) per share approved at AGM on 09th September 2025 resulted in cash outflow of ₹7.8 crore. Dividend recommended for FY2023-24: ₹0.80 per equity share (40%) on face value of ₹2 each; payout absorbs ₹6.24 crore. Proposed final dividend for FY2022-23: ₹0.60/- (30%) per equity share of face value ₹2/- each, proposed by Board on 26th May 2023, subject to shareholder approval, would result in cash outflow of ₹4.68 crore. Final dividend for FY2021-22: ₹2/- (20%) per equity share of face value ₹10/- each, approved at AGM held 28th September 2022, resulted in cash outflow of ₹3.12 crore. Final dividend of ₹3.5/share for FY2020-21 approved at AGM on 09-Sep-2021, cash outflow of ₹2.73 crore. Final dividend of ₹3.5 per share proposed by Board on 26 June 2020, approved by shareholders at AGM on 29 September 2020, resulting in cash outflow of ₹2.73 crore. Board of Directors meeting on 24 May 2019 proposed final dividend of ₹3.5 per share; approved at AGM on 28 September 2019; cash outflow of ₹3.29 crore including corporate dividend tax of ₹56.12 lakhs.
  6. Board continuity is managed through routine re-appointments and re-categorisations Minor - Promoter Time Technoplast Limited held 5,850,126 shares (75.00%) of TPL Plastech at both 01/04/2019 and 31/03/2020, with 0.00% pledged/encumbered, and no change in promoter holding during FY 2019-20. Promoter holding stood at 74.86% as of the latest FY, with pledge at 0.00% and a 1-year change of 0.00 percentage points. Mr. M. K. Wadhwa, who had been on the Board since 2006 and Chairperson since 2021, was re-categorised from Independent Director to Non-Executive Non-Independent Director effective September 29, 2024, upon conclusion of his second term as Independent Director on September 28, 2024. Mr. Sanjaya Kulkarni, Chairman of the Company from 2006 to 2021, was re-categorised from Independent Director to Non-Executive Non-Independent Director effective September 29, 2024, upon conclusion of his tenure as Independent Director on September 28, 2024. The FY2023-24 AGM notice states that Mr. M. K. Wadhwa would attain age 75 on October 13, 2027, and Mr. Sanjaya Kulkarni had already attained age 75, each requiring a Special Resolution under Regulation 17(1A) of SEBI LODR for their appointments as Non-Executive Non-Independent Directors. TPL Plastech - ESOP 2024, approved by the Board on August 09, 2024 and by shareholders at the 31st AGM on September 24, 2024, provided for up to 40,00,000 equity shares of face value ₹2 each, with vesting commencing after not less than 1 year from grant and exercise period not more than 6 years from vesting. Under ESOP 2024, 8,00,000 stock options were granted on 27th December 2024 at an exercise price of ₹80 per option, with vesting within one year from grant date and fair value computed using Black-Scholes assuming an expected life of 4 years. The ESOP 2024 scheme permitted the Company to provide financial assistance to eligible employees to acquire or subscribe shares, and permitted re-pricing of unexercised options if terms were rendered unattractive due to a fall in share price, subject to shareholder approval. No Executive Director existed as on 31 March 2021, 31 March 2022, 31 March 2023, 31 March 2024, or during FY2025-26, and no remuneration was paid to any Executive Director during FY2025-26. On 26 August 2026, TPL Plastech announced the resignation of CFO Mr. Pawan Agarwal effective September 30, 2026, and the appointment of Mr. Sunil Vyas as CFO effective October 01, 2026. On 26 August 2026, TPL Plastech announced a scheme of amalgamation/merger with its holding company Time Technoplast Ltd, which holds 74.86% of TPL Plastech's paid-up equity share capital; the transaction was stated to be between related parties but exempt from Section 188 of the Companies Act per MCA General Circular No. 30/2014 dated July 17, 2014.
  7. Clean audit opinions, CARO responses, and IFC opinions Clean - Raman S. Shah & Associates issued unqualified opinions on the standalone financial statements for every year from FY2019-20 through FY2025-26, with no qualifications, observations, or adverse remarks reported in any year. The firm also issued unqualified opinions on the consolidated financial statements for FY2019-20, FY2020-21, and FY2023-24, with no Emphasis of Matter or material-uncertainty paragraphs in those years. Key Audit Matters were reported in the standalone auditor's reports for FY2019-20, FY2020-21, FY2021-22, FY2022-23, and FY2023-24, each describing accuracy, completeness, and disclosure of Property, Plant and Equipment under Ind AS 16. A Key Audit Matter was also reported in the consolidated auditor's report for FY2023-24. The Internal Financial Controls over Financial Reporting opinion was unqualified for the standalone financial statements in every year from FY2019-20 through FY2023-24. CARO clause (vi) states cost records under Section 148(1) are prima facie made and maintained but no detailed examination was conducted, in FY2021-22, FY2022-23, and FY2023-24. CARO clause (xi) states no fraud by or on the Company was noticed or reported, no Form ADT-4 was filed under Section 143(12), and no whistle-blower complaints were received, in FY2021-22, FY2022-23, and FY2023-24. CARO clause (ix) states the Company was not declared a wilful defaulter by any bank or financial institution and had no default in repayment of loans/borrowings or interest, in FY2021-22, FY2022-23, and FY2023-24. CARO clause (xvii) states the Company incurred no cash losses during FY2021-22, FY2022-23, or FY2023-24 or the immediately preceding financial year in each case. CARO clause (xiii) states all related-party transactions comply with Sections 177 and 188 of the Act and details are disclosed in the financial statements, in FY2021-22, FY2022-23, and FY2023-24. CARO clause (xix) states nothing came to the auditor's attention causing belief that material uncertainty exists as to the Company's ability to meet liabilities existing at the balance sheet date within one year, in FY2021-22, FY2022-23, and FY2023-24. The Board's Report for FY2025-26 states the statutory auditor's reports contain no qualifications, observations, or adverse remarks and no fraud was reported under Section 143(12). The audit report for the quarter and year ended 31 March 2026, issued by Raman S. Shah & Associates on 26 May 2026, includes standard going-concern language that the Board intends to liquidate the Group or cease operations, or has no realistic alternative but to do so.

What to watch

Bottom line: This is a disclosed and audited record with clean opinions and no fraud reported. The risk sits in the company's structure: business routed through the promoter and a promoter-linked supplier, buyer's credit parked inside trade payables, and a pending merger into the parent. Watch the shareholder vote on the RPT limits, the merger completion, and whether the disputed service tax demand and invoked guarantee get resolved.