EPL LIMITED — Capital/Financing Update 2020

Nov 12, 2020

12 November 2020

r·cq;~~~te ·s·;i Dp.artment	1 The Listing Department
j BSE Limited	j National Stock Exchange of India Ltd
j 25th Floor, Phiroze Jeejeebhoy Towers,	j Exchange Plaza, Plot no. C/1, G Block,
I Dalal Street, Mumbai 400 001	j Bandra-Kurla Complex, Bandra (E)
1	j Mumbai 400 051
	1._Scrip.Code: 500_135 NCD: 957238 1 Trading.Symbol: EPL 1

Company: EPL Limited (the Company or EPL)

Sub.: Disclosure under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Dear Sirs,

The Board of Directors in its meeting held today ie 12 November 2020, approved:

• (i) the execution of the share purchase agreement for acquisition of 72.46% of the equity shares of Creative Stylo Packs Private Limited (CSPL) (Acquisition); and
• (ii) the Scheme of Amalgamation or merger of CSPPL with the Company (Amalgamation), under Sections 230 to 232 of the Companies Act, 2013 and applicable statutory provisions.

The Acquisition is subject to compliance with applicable laws, completion of the conditions precedent set out in the transaction documents and obtaining requisite approvals.

Following the completion of the Acquisition, the Company would hold up to 2,282,630 shares of CSPL and post-acquisition CSPL is proposed to be amalgamated into the Company by way of a National Company Law Tribunal approved scheme of arrangement under Section 230-232 of the Companies Act, 2013 (Act) and other applicable provisions of the Act and the rules framed thereunder, and Regulation 37 of the SEBI (Listing Obligations and Disclosure Regulations), 2015 for the Amalgamation.

EPL LIMITED (Formerly known as Essel Propack Limited) Corporate Office: Top Floor, Times Tower, Kamala City, Senapati Ba pat Marg, Lower Pare! Mumbai 400013, India www.eplglobal.com IT: +91-22-2481, 9000/9200 IF: +91-22-24963137

The Amalgamation will be undertaken after the Acquisition and is subject to necessary statutory and regulatory approvals under applicable laws including the approval of the National Company Law Tribunal, National Stock Exchange of India Limited, BSE Limited, Securities and Exchange Board ofindia and the shareholders and creditors of the Company and CSPPL.

Disclosure containing the details pursuant to Regulation 30(6) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI Circular CIR/CFD/CMD/ 4/2015 dated 9 September 2015 is annexed herewith as Annexure A. Kindly take the same on record.

Thanking You

Sur s Savaliya Head - Legal & Company Secretary

Encl.: As above

Annexure A

Acquisition

a)	Name of the target entity, details in	CreativeStyloPacksPrivateLimited
	brief such as size, turnover etc	(CSPL).
		Net worth: Rs. 54.57 Crores
		Turnover: Rs. 103 .13 Crores
		Net Profit: Rs. 10.77 Crores
		Paid-up Share Capital: Rs. 3 .15 Crores
		(Each as per the audited financial statement
		for the year ended 31 March 2020)
b)	Whether the acquisition would fall withinrelated party transaction(s) and whether the	No. The acquisition / transaction would notfall within related party transactions. The
	promoter/promoter group/group companies	promoter/promoter group/group companies of
	have any interest in the entity being	the Company do not have any interest m
	acquired? If yes, nature of interest and	CSPL i.e. the entity being acquired.
	details thereof and whether the same is
	done at "arm's length";
c)	Industry to which the entity being	Packaging Industry
	acquired belongs;
d)	Objects and effects of acquisition	The line of business is the same as that of the
	(including but not limited to, disclosure ofreasons for acquisition of target entity, if its	Company.
	business is outside the main line of business	By way of this acquisition, the Company
	of the listed entity);	proposestostrengthenandexpandits
		portfolio.The acquisition would help increating synergies in terms of similar business
		processes, resources etc. and will strengthen
		the Company's position in the industry in
		terms of revenue, business volume and market
		share.
e)	Brief details of any governmental or	No governmental or regulatory approvals are
	regulatory approvals required for the	required for this acquisition.
	acquisition;
f)	Indicative time period for completion of	The acquisition is subject to fulfilment of the
	the acquisition;	conditions precedent set out in the share
		purchase agreement.
g)	Nature of consideration -whether cashconsideration or share swap and details	Consideration for the acquisition will be paidin cash.
	of the same;
h)	Cost of acquisition or the price at which	The cost of acquisition of 72.46% stake in
	the shares are acquired;	CSPLshallbeapproximatelyRs.1579
		millionsubjecttonecessaryclosing
		adjustments.
		In addition to the aforesaid cost of acquisition
		~~PL,EPL will employ twofor the

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		of the promoters of CSPL (Employees) at anannual cost to the company of INR 20 million(INR 10 million each) or as may be mutuallyagreed between EPL and the Employees. As apart of their employment with EPL, EPL willgrant its employee stock options to theEmployees (Incentive Package). The termsof the Incentive Package will be consistentwithEPL'sexistingpolicies,andtheIncentivePackagewouldbesubjecttoEmployee'scontinuedemploymentwithEPL.
		IntheeventthesubsequentproposedAmalgamationisnotconsummatedmaccordance with the terms of the sharepurchase agreement,theCompany shallacquire the remaining stake in CSPL as maybe mutually agreed between the Companyand the sellers, including issue of shares,subject to applicable laws.
i)	Percentage of shareholding/ control/acquired and / or number of sharesacquired;	The Company has executed a share purchaseagreement to acquire 2282630 equity sharesof face value of Rs. 10 each, fully paid-up,representing 72.46% of the equity shares ofCSPL on fully diluted basis.
j)	Brief background about the entity acquiredin terms of products/line of businessacquired, date of incorporation, history oflast 3 years turnover, country in which theacquired entity has presence and any othersignificant information (in brief);	CSPL was incorporated on 20 July 2011under the provisions of the Companies Act,1956. Its registered office is at 205, R.C.Church Compound,Dr Ambedkar Road,Dadar, Mumbai -400014.
		ofCSPLisengagedinthebusinessmanufacturing,distributingandsellingpackaging products and services in India andabroad, including corrugated boxes, sheets,pharmaceutical products, cosmetic products,filling lines for cosmetic and pharmaceuticalproducts, laminated tubes and plastic tubes.
		CSPL has state of the art manufacturingfacilitystrategically positionedinBaddi,Himachal Pradesh with a capacity to produce:
		(a) laminate tubes: ~ 190 million/annum,(b) plastic tubes: ~ 100 million/annum,(c) corrugated b~: ~3,600 MT/annum, and

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	( d) decoration capacity: ~ 560 tpm.
	It has 2 factories in India.
	Turnover:
	Financial Year	Arnt Rs. in Crores
	2016-17	79.38
	2017-18	87.98
	2018-19	90.73
	2019-20	103.13

Amalgamation

Sr.	Item as per SEBI LODR	Disclosure / details
a)	Name of the entity(ies)	Creative Stylo Packs Private Limited
	forming part of the	(CSPL or Transferor Company).
	amalgamation/merger,
	details in brief such as, size,	Net worth: Rs. 54.57 Crores
	turnover etc	Turnover: Rs. 103 .13 Crores
		Net Profit: Rs. 10.77 Crores
		Paid-up Share Capital: Rs. 3.15 Crores
		(As per the financial statement for the FY 31.03.2020)
		Following the completion of the Acquisition, CSPL would
		be a subsidiary of the Company.
		EPL Limited (EPL or Transferee Company)
		Net worth: Rs. 696.77 Crores
		Turnover: Rs. 803.27 Crores
		Net Profit: Rs. 105.77 crores
		Paid-up Share Capital: Rs. 63.10 Crores
		(As per the financial statement for the FY 31.03.2020)
b)	Details of the Scheme	The Scheme contemplates the amalgamation of CSPL intothe Company and the dissolution without winding-up ofCSPL pursuant thereto.
		Pursuant to the Scheme, the shares held by the Companyin CSPL will get cancelled and the remaining shareholderof CSPL (after completion of the acquisition of 72.46%stake by the Company in CSPL ), will receive shares of theCompany as merger consideration.
c)	Whether the transaction	The Transferor Company would be a subsidiary of the
	would fall within related	of theTransfereeCompanyatthetimeproposed

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	party transactions? If yes,whether the same is done at"arm's length"	Amalgamation. The exchange ratio of shares is fair and asper the fairness opinion and the transaction is being doneat arm's length.
d)	Area of business of theentity(ies)	The Transferor company is involved in business ofmanufacturing packaging tubes including plastic tubes.
		The Transferee Company is carrying out the business ofmanufacturing and selling of packaging tubes includinglaminated and plastics tubes, closures etc.
e)	Rationale for amalgamation/merger	Since the Transferor Company would be a subsidiary ofthe Transferee Company, amalgamation contemplated inthe Scheme of Amalgamation will ensure optimized legalstructure, more aligned with the business of the TransfereeCompany and will also help to achieve synergy, costsavings and better administration.
		Therefore, the Scheme of Amalgamation shall enable theTransferee Company to reap several benefits like costeffectivenessinoperations,greatersynergizesandoptimization of resources, keeping in view that theTransferor Company is in the same line of business.
t)	In case of cash consideration-amount or otherwise shareexchange ratio	Upon the scheme of amalgamation becoming effective,the Company shall issue and allot equity shares toshareholders of CSPL ( other than itself) in the followingmanner:
		"2,500 equity shares of EPL of INR 2 each fully paid upfor every 927 equity shares of CSPL of INR I 0 each fullypaid up."
g)	Brief details of change inshareholding pattern (if any)of listed entity.	Upon the scheme of amalgamation becoming effective,the Company will issue equity shares as mentioned in (f)above.Consequently,theCompany willhave newshareholders in the "public" category.