JK Paper Ltd

Transaction details

• Target Company: JK Paper Ltd (JKPL).
• Acquirer: YPL Enterprises Pvt. Ltd. (YEPL); promoter group.
• Sellers: NBVL, Accurate Finman Services Limited, Sidhivinayak Trading and Investment Limited, JK Credit & Finance Limited; promoter group.
• Transaction: Acquisition of 1,26,07,662 equity shares (6.95% diluted) via Composite Scheme.
• Pre-transaction YEPL holding: 1,93,000 shares (0.11%).
• Pre-transaction NBVL holding: 2,46,100 shares (0.14%).
• Pre-transaction Accurate holding: 20,87,571 shares (1.15%).
• Pre-transaction Sidhivinayak holding: 68,000 shares (0.04%).
• Pre-transaction JK Credit holding: 1,02,05,991 shares (5.63%).
• Total pre-holding: 1,26,07,662 shares (6.95%).
• Post-transaction YEPL holding: 1,28,00,662 shares (7.06%).
• Share capital before: Rs 1,81,31,87,710; 18,13,18,771 equity shares.
• Share capital after: Rs 1,81,31,87,710; 18,13,18,771 equity shares.
• Total diluted capital after: Rs 1,81,31,87,710; 18,13,18,771 equity shares.
• Date of transaction: 12 October 2026.
• Mode of transaction: Pursuant to Composite Scheme of Arrangement.

JK Paper Ltd: Trading Window closure from October 01, 2026 till expiry of 48 hours after the declaration of Unaudited Financial Results for the quarter and half year ending September 30, 2026

Key Update

• CGST Tapi, Gujarat, issued orders on Sept 21, 2026 raising demand of Rs 2,53,91,496.
• Demand comprises Rs 1,26,95,748 tax and Rs 1,26,95,748 penalty for excess ITC.
• Company to file an appeal before Commissioner (Appeals).
• Occurrence on Sept 21, 2026 at 06:43 PM disclosed to SEBI; Annexure-1 details.

Instruments/Facilities Rated

• Bank loan facilities of Rs 3,280.50 crore: CRISIL AA/Stable (reaffirmed).
• Fixed deposits of Rs 100 crore: CRISIL AA/Stable (reaffirmed).
• NCDs aggregating Rs 300 crore: CRISIL AA/Stable (reaffirmed).
• NCDs aggregating Rs 50 crore: CRISIL AA/Stable (reaffirmed).
• NCDs aggregating Rs 285 crore: CRISIL AA/Stable (reaffirmed).
• NCDs aggregating Rs 125 crore: CRISIL AA/Stable (reaffirmed).
• Commercial Paper Rs 250 crore: CRISIL A1+ (reaffirmed).

Rating Agency

• CRISIL Ratings Limited.

Outlook

• Long-term ratings and deposits: Stable; CP remains A1+ with reaffirmation.

Rationale

• Rationale for reaffirmation not disclosed in the excerpt.

Material Changes

• No material changes disclosed in the excerpt.

RWPL Acquisition

• Target: Radhesham Wellpack Private Limited (RWPL); line of business not disclosed.
• RWPL becomes JK Paper's wholly owned subsidiary.
• Date of acquisition: 9 September 2026.
• Acquired remaining 20% stake for ₹44.02 crore.
• Share count: 25,000 equity shares of ₹100 each.
• Purpose: consolidate RWPL as a subsidiary within JK Paper.
• Regulatory approvals: not specified in filing.
• Industry/sector: not disclosed.
• Background: RWPL's incorporation date and turnover history not disclosed.
• Form of consideration: not disclosed.

AGM Details

• AGM date/time: 02 Sep 2026, 12:30 PM; venue: Registered Office, Songadh, Gujarat.
• Mode: physical AGM with remote e-voting facility.

Resolutions & outcomes

• Resolution 1 (ordinary): Adoption of standalone and consolidated financial statements; passed.
• Resolution 2 (ordinary): Final dividend of Rs 4 per equity share for FY26; passed.
• Resolution 3 (special): Re-appointment of Vinita Singhania as director liable to rotate; passed.
• Resolution 4 (ordinary): Ratification of remuneration payable to Cost Auditors for 2026-27; passed.
• Resolution 5 (ordinary): Appointment of Ronak Jhuthawat & Co as Secretarial Auditors for five years; passed.
• Resolution 6 (special): Re-appointment of Harsh Pati Singhania as Chairman & MD for five years; passed.
• Resolution 7 (special): Re-appointment of Harshavard Neotia as Independent Director for second five-year term; passed.
• Resolution 8 (special): Appointment of Amit Dalal as Independent Director for five-year term; passed.

Directors & management changes

• Vinita Singhania reappointed as director by rotation.
• Harsh Pati Singhania reappointed as Chairman & Managing Director for five years.
• Harshavard Neotia appointed as Independent Director for a second term.
• Amit Dalal appointed as Independent Director.

Auditors

• Secretarial Auditor: Ronak Jhuthawat & Co appointed for five years.
• Cost Auditor: M/s R.J. Goel & Co appointed for 2026-27.

Governance / Compliance

• 65th AGM on 02 Sep 2026 approved Ronak Jhuthawat & Co. as Secretarial Auditor for 2026-31.
• Term runs from AGM conclusion to 70th AGM in 2031 for Secretarial Audit FY 2026-27 to FY 2030-31.

agm details

• 65th AGM held on 02 Sep 2026 at 12:30 PM; venue: registered office, physical.

resolutions put to vote

• Ordinary: adoption of standalone and consolidated financial statements and reports.
• Ordinary: dividend declaration of Rs 4 per share.
• Special: Vinita Singhania re-appointment as Director; continue as NED after age 75.
• Ordinary: ratification of remuneration to Cost Auditors for 2026-27.
• Ordinary: appointment of Ronak Jhuthawat & Co. as Secretarial Auditors for five years.
• Special: Harsh Pati Singhania re-appointed CMD for five years from Jan 1 2027.
• Special: Harshavardhan Neotia re-appointed Independent Director for second five-year term.
• Special: Amit Dalal appointed Independent Director for five-year term.

voting results

• Voting results will be communicated to exchanges after scrutiny.

dividend details

• Dividend per share set at Rs 4.

director and auditor changes

• Vinita Singhania re-appointed as Director; Non-Executive after age 75.
• Harsh Pati Singhania re-appointed as CMD for five years from Jan 1 2027.
• Harshavardhan Neotia re-appointed as Independent Director for second five-year term.
• Amit Dalal appointed as Independent Director for five-year term.
• Cost Auditors' remuneration ratified for FY 2026-27.
• Ronak Jhuthawat & Co. appointed Secretarial Auditors for five years.

other material approvals

• No additional material approvals disclosed.

Appointment Summary

• Arvind Kumar appointed Company Secretary and Compliance Officer, effective 1 September 2026.

Key Details

• Name and designation: Arvind Kumar — Company Secretary and Compliance Officer.
• Effective date: 01 September 2026.
• Reason for change: Board-approved appointment on N&RC recommendation.
• Profile: ICSI-qualified Company Secretary with 26 years' experience in Secretarial, governance, and listings.
• Prior roles: Head of Secretarial, Escorts Kubota; also with Reliance Industries, GMR, DLF, Emaar MGF.
• Relationships: None with directors or promoters.
• Governance authority: designated as KMP and authorized with CFO to determine materiality and disclosures.
• Disclosures: Authorized to make disclosures to stock exchanges under Listing Regulations.

Financial performance

• Standalone revenue from operations 6,631.70 cr; EBITDA 828.76 cr; PAT 241.02 cr; PBT 320.41 cr.
• Consolidated revenue from operations 7,076.03 cr; EBITDA 984.11 cr; PAT 271.87 cr; PBT 364.48 cr.
• EPS: standalone 13.29; consolidated 14.66 per share.
• Dividend proposed: Rs 4 per equity share; payout ~Rs 72.53 cr, subject to AGM approval.

Capital structure & corporate actions

• Composite Scheme of Arrangement sanctioned by NCLT on 3 Feb 2026; effective 15 Mar 2026.
• TC1/TC2/TC3 amalgamated into JK Paper; SPML becomes subsidiary; ETVL demerged.
• BPPL acquisition: 65.65% stake acquired; total holding 71.96% by 28 Oct 2025.
• Authorised share capital raised to Rs 1,226.47 cr; issued equity capital rose to Rs 181.32 cr (41.92% increase).
• New equity shares issued: 1,19,16,427 to eligible shareholders (Rs 11.92 cr).
• SPML becomes wholly owned subsidiary from 15 Mar 2026; Sirpur Paper Mills remains subsidiary.

Governance & board

• Smt Vinita Singhania reappointed as Director (Item 3).
• Shri Harsh Pati Singhania reappointed as Chairman & Managing Director for five years from 1 Jan 2027 (Item 6).
• Shri Harshavardhan Neotia reappointed as Independent Director for second term 2027–2032.
• Shri Amit Dalal appointed as Independent Director for five years from 27 Jul 2026.
• M/s Ronak Jhuthawat & Co appointed as Secretarial Auditors for 2026–2031; remuneration Rs 75,000 for first year.
• Statutory Auditors Lodha & Co; no qualification reported.
• Secretarial audits for SPML; Board approved continuation with new firm.

ESG & CSR performance

• CSR expenditure Rs 20.62 cr; 12.5+ lakh beneficiaries across 10 states and 17 districts.
• CSR impact assessments conducted; summary reports linked on JK Paper site.
• Approximately 60% of total energy from renewable sources; hardwood BCTMP plant to run on renewable power.
• plantation coverage 90,239 acres; saplings planted 11.94 crore.
• CSR programs addressed education, healthcare, livelihood, environment; 161 improvement initiatives; IIT-Delhi Centre of Excellence for coatings.

Strategy & operations

• Portfolio shift toward packaging and downstream conversion; paper volumes robust (8.19 LMT peak).
• Backward integration through BCTMP project strengthens raw material security and cost efficiency.
• BPPL acquisition broadens western footprint; Quadragen VetHealth expands animal nutrition capabilities.
• New Aqua brand; Centre of Excellence with IIT Delhi enhances advanced coatings and food-packaging solutions.
• Digitalisation and process automation underpin efficiency; 161 improvement initiatives across network.

Outlook & risks

• Global growth projected ~3.1% in 2026; India ~6.5% growth; inflation around 4.4%.
• Risks: geopolitics, energy/commodity price volatility, freight/shipping costs, and imports pressure.
• Wood costs and regulatory changes (GST, imports) could affect margins; company focuses on raw material security and pricing discipline.