LETTER OF OFFER

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

The Letter of Offer (as defined below) is being sent to you as a Public Shareholder (as defined below) of Essel Propack Limited ("Essel"/ "Target Company"). If you require any clarification about the action to be taken, you may consult your stock broker or investment consultant or the Manager to the Offer or the Registrar to the Offer (as defined below). In case you have recently sold your Equity Shares (as defined below), please hand over the Letter of Offer and the accompanying Form of Acceptance-cum-Acknowledgement (as defined below) to the member of stock exchange through whom the said sale was effected.

CIN : L67120MH1986PLC038784

No	Nature of the Activity	Original Schedule(Day and Date)*	Revised Schedule(Day and Date)
1	Issue of Public Announcement	Monday, April 22, 2019	Monday, April 22, 2019
2	DateofpublishingtheDPSinnewspapers	Monday, April 29, 2019	Monday, April 29, 2019
3	Date of filing of the Draft Letter ofOffer with SEBI	Tuesday, May 7, 2019	Tuesday, May 7, 2019
4	Last date for the public announcementofcompetingoffer(s)asperfirstDPS**	Tuesday, May 21, 2019	Tuesday, May 21, 2019
5	Last date for receipt of comments fromSEBI on the Draft Letter of Offer (intheeventSEBIhasnotsoughtclarification or additional informationfrom the Manager to the Offer)	Tuesday, May 28, 2019	Friday, July 19, 2019***
6	Identified Date#	Thursday, May 30, 2019	Monday, July 15, 2019
7	Date by which the Letter of Offer is tobedispatchedtothePublicShareholders whose names appear inthe register of members of the TargetCompany on the Identified Date	Friday, June 7, 2019	Tuesday, July 23, 2019
8	Last Date by which the committee ofthe independent directors of the TargetCompanyshallgiveitsrecommendationtothePublicShareholders of the Target Companyfor this Offer	Wednesday, June 12, 2019	Thursday, July 25, 2019
9	Last date for upward revision of theOffer Price and/or the Offer Size	Wednesday, June 12, 2019	Thursday, July 25, 2019
10	Date of publication of Offer openingpublic announcement in the newspapersinthewhichtheDPShasbeenpublished	Thursday, June 13, 2019	Friday, July 26, 2019
11	Date of commencement of TenderingPeriod	Friday, June 14, 2019	Monday, July 29, 2019
12	Date of closure of Tendering Period	Thursday, June 27, 2019	Friday, August 9, 2019
13	Lastdateofcommunicatingtherejection/ acceptance and completion ofpayment of consideration or refund ofEquitySharestothePublicShareholders of the Target Company	Thursday, July 11, 2019	Tuesday, August 27,2019

The schedule of key activities under the Offer is as follows:

No	Nature of the Activity	Original Schedule(Day and Date)*	Revised Schedule(Day and Date)
14	Lastdateforissueofpost-offeradvertisement	Thursday, July 18, 2019	Wednesday, September4, 2019

*The original timelines were indicative (prepared on the basis of timelines provided under the SEBI (SAST) Regulations).

**There has been no competing offer.

***Actual date of receipt of SEBI Observations Letter.

#Date falling on the 10th Working Day prior to the commencement of the Tendering Period. Identified Date is only for the purpose of determining the names of the Public Shareholders as on such date to whom the Letter of Offer would be sent. It is clarified that all Public Shareholders who own Equity Shares are eligible to participate in the Offer any time before the Offer Closing Date i.e. Friday, August 9, 2019.

RISK FACTORS

The risk factors set forth below are limited to this Offer, the Underlying Transaction contemplated under the SPA, the Acquirer and the PACs, and are not in relation to the present or future business operations of the Target Company or other related matters. These are neither exhaustive nor intended to constitute a complete analysis of all the risks involved in the participation by Public Shareholders in this Offer, or in association with the Acquirer and the PACs, but are merely indicative in nature. Public Shareholders are advised to consult their stockbrokers, investment consultants and/or tax advisors, for understanding and analysing all risks associated with respect to their participation in this Offer.

For capitalised terms used herein please refer to the section on Definitions and Abbreviations set out below.

I. Risks relating to the Offer and the Underlying Transaction

1. The Offer is an open offer under the SEBI (SAST) Regulations to acquire not more than 82,058,934 Equity Shares representing 26.00% of the Expanded Voting Share Capital, from the Public Shareholders. If the number of Equity Shares validly tendered by the Public Shareholders under this Offer is more than the Offer Size, then the Offer Shares validly tendered by the Public Shareholders will be accepted on a proportionate basis, subject to acquisition of a maximum of 82,058,934 Equity Shares, representing 26.00% of the Expanded Voting Share Capital. Accordingly, there is no assurance that all the Equity Shares tendered by the Public Shareholders in the Offer will be accepted. The unaccepted Equity Shares will be returned to the Public Shareholders in accordance with the schedule of activities for the Offer.
1. The consummation of the Underlying Transaction and the Offer is subject to the receipt of all Anti-Trust and Foreign Investment Approvals, Other Governmental Approvals (unless waived by the Acquirer) and certain Identified SPA Conditions (unless waived by the Acquirer). All Anti-Trust and Foreign Investment Approvals have been obtained or deemed by Applicable Laws to have been obtained. The Other Governmental Approvals have been either satisfied or waived for the consummation of the Offer. In the event that either: (a) there is any litigation leading to a stay/injunction on the Offer or that restricts/restrains the Acquirer/PACs from performing its obligations hereunder; or (b) SEBI instructs the Acquirer/PACs not to proceed with the Offer, then the Offer process may be delayed beyond the schedule of activities indicated in this LoF or may be withdrawn in terms of the SEBI (SAST) Regulations. In case any statutory approval or other governmental approval that may be required by the Acquirer and/ or PACs, is not received in time, SEBI may, if satisfied, grant an extension of time to the Acquirer and/ or PACs for making payment of the consideration to the Public Shareholders whose Offer Shares have been accepted in the Offer, subject to such terms and conditions as may be specified by SEBI, including payment of interest in accordance with Regulation 18(11) of the SEBI (SAST) Regulations. In addition, where any statutory approval extends to some but not all of the Public Shareholders, the Acquirer and/ or PACs shall have the option to make payment to such Public Shareholders in respect of whom no statutory approvals are required in order to complete this Offer.
1. To the best of the knowledge of the Acquirer and the PACs, except as set out above, there are no other statutory or governmental approvals required for the consummation of the Underlying Transaction and the Offer. If any other statutory or governmental approval(s) are required or become applicable prior to completion of the Offer, the Underlying Transaction and the Offer would also be subject to such other statutory or other governmental approval(s) and the Acquirer and/ or the PACs shall make the necessary applications for such other approvals.
1. If (a) any statutory approval which is required or becomes applicable prior to completion of the Offer, is not obtained or granted or (b) any Identified SPA Condition is not satisfied, as applicable, the Acquirer and/or the PACs may rescind the SPA and withdraw the Offer in terms of Regulation 23 of the SEBI (SAST) Regulations.
1. The acquisition of Equity Shares under the Offer from all Public Shareholders (resident and nonresident) is subject to all approvals required to be obtained by such Public Shareholders in relation to the Offer and the transfer of Equity Shares held by them to the Acquirer. Further, if the Public Shareholders who are not persons resident in India require or had required any approvals in respect of the transfer of Equity Shares held by them, they will be required to submit such previous approvals that they would have obtained for holding the Equity Shares, to tender the Equity Shares held by them pursuant to this Offer, along with the other documents required to be tendered to accept this Offer. In the event such prior approvals are not submitted, the Acquirer and/or PACs reserve their right to reject such Equity Shares tendered in this Offer. If the Equity Shares are held under general permission of the Reserve Bank of India ("RBI"), the non-resident Public Shareholder should state that the Equity Shares are held under general permission and clarify whether the Equity Shares are held on repatriable basis or non-repatriable basis.
1. Equity Shares, once tendered through the Form of Acceptance-cum-Acknowledgement in the Offer, cannot be withdrawn by the Public Shareholders, even if the acceptance of Equity Shares under the Offer and/or dispatch of consideration are delayed. The tendered Equity Shares and documents will be held in trust by the Registrar to the Offer (as defined below) until such time as the process of acceptance of tenders and the payment of consideration is complete.
1. The Equity Shares tendered in the Offer will be held in trust by the Registrar to the Offer until the completion of the Offer formalities and the Public Shareholders who have tendered their Equity Shares will not be able to trade such Equity Shares. During such period, there may be fluctuations in the market price of the Equity Shares that may adversely impact the Public Shareholders who have tendered their Equity Shares in this Offer. It is understood that the Public Shareholders will be solely responsible for their decisions regarding the participation in this Offer. None of the Acquirer, the PACs (nor any persons deemed to be acting in concert with the Acquirer) nor the Manager to the Offer makes any assurance with respect to the market price of the Equity Shares before the commencement of the Offer, during the period that the Offer is open and upon completion of the Offer and each of them disclaims any responsibility with respect to any decision by the Public Shareholders on whether or not to participate in the Offer.
1. This LoF has not been filed, registered or approved in any jurisdiction outside India. Recipients of this LoF who are resident in jurisdictions outside India should inform themselves of and comply with all applicable legal requirements. This Offer is not directed towards any person or entity in any jurisdiction or country where the same would be contrary to applicable laws or regulations or would subject the Acquirer and the PACs or the Manager to the Offer to any new or additional registration requirements.
1. The Offer is being made for securities of an Indian company and Public Shareholders of the Target Company in the U.S. should be aware that this LoF and any other documents relating to the Offer have been or will be prepared in accordance with Indian procedural and disclosure requirements, including requirements regarding the offer timetable and timing of payments, all of which differ from those in the United States. Any financial information included in this LoF or in any other documents relating to the Offer, has been or will be prepared in accordance with non-U.S. accounting standards that may not be comparable to financial statements of companies in the U.S. or other companies whose financial statements are prepared in accordance with U.S. generally accepted accounting principles.
1. The receipt of cash pursuant to the Offer by a Public Shareholder of the Target Company may be a taxable transaction for U.S. federal income tax purposes and under applicable U.S. state and local, as well as foreign and other, tax laws. Each Public Shareholder of the Target Company is urged to consult his independent professional adviser immediately regarding the tax consequences of accepting the Offer.
1. Neither the U.S. Securities Exchange Commission (the "SEC") nor any U.S. state securities commission has approved or disapproved the Offer or passed any comment upon the adequacy or completeness of this LoF. Any representation to the contrary is a criminal offence in the U.S.
1. The information contained in this LoF is as of date of this LoF, unless expressly stated otherwise. The Acquirer, PACs and the Manager are under no obligation to update the information contained herein at any time after the date of this LoF.
1. The Acquirer, the PACs and the Manager to the Offer accept no responsibility (nor shall any persons deemed to be acting in concert with the Acquirer be responsible) for statements made otherwise than in the PA, the DPS, this LoF or in the advertisement or any materials issued by or at the instance of the Acquirer and/or PACs, excluding such information pertaining to the Target Company, which has been obtained from publicly available sources or provided or confirmed by the Target Company. Any person placing reliance on any other source of information will be doing so at his/her/its own risk.
1. The mechanism for acquisition of Equity Shares of the Target Company through stock exchange in terms of SEBI circular CIR/CFD/POLICYCELL/2015 dated April 13, 2015 and SEBI circular CFD/DCR2/CIR/P/2016/131 dated December 9, 2016 is not available for this Offer due to the restrictions under FEMA Regulations (as defined below) and other applicable laws. Accordingly, the Public Shareholders whose Equity Shares have been validly tendered and accepted may be subject to applicable capital gains tax and securities transaction tax will not be applicable to the

Equity Shares accepted in this Offer. The Public Shareholders are advised to consult their respective tax advisors for assessing the tax liability, pursuant to this Offer, or in respect of other aspects such as the treatment that may be given by their respective assessing officers in their case, and the appropriate course of action that they should take. The Acquirer, the PACs and the Manager to the Offer do not accept any responsibility (nor shall any deemed persons acting in concert with the Acquirer be responsible) for the accuracy or otherwise of the tax provisions set forth in this LoF.

II. Risks involved in associating with the Acquirer and the PACs

1. None of the Acquirer, the PACs or the Manager to the Offer (as defined below) makes any assurance with respect to the financial performance of the Target Company or the continuance of past trends in the financial performance of the Target Company nor do they make any assurance with respect to the market price of the Equity Shares before, during or after the Offer. Each of the Acquirer and the PACs expressly disclaim (nor shall any persons deemed to be acting in concert with the Acquirer have) any responsibility or obligation of any kind (except as required under Applicable Law) with respect to any decision by any Public Shareholder on whether to participate or not in this Offer.
1. None of the Acquirer, the PACs or the Manager to the Offer makes any assurance with respect to their investment or disinvestment relating to their proposed shareholding in the Target Company.
1. If the public shareholding in the Target Company falls below the minimum prescribed level required for continued listing as a result of the Open Offer and/or the Underlying Transaction, then, the Acquirer and the PACs shall take appropriate actions in compliance with applicable laws to ensure continued compliance with the conditions of the Securities Contracts (Regulation) Rules, 1957, as amended ("SCRR") and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI (LODR) Regulations"). However, any failure to do so could have an adverse effect on the price and tradability of the Equity Shares.

CURRENCY OF PRESENTATION

1. In this LoF, all references to "Rupees", "Rs." Or "INR" are to Indian Rupees, the official currency of the Republic of India and all references to "USD" are references to United States Dollar, the official currency of the United States of America.
1. Throughout this LoF, all figures have been expressed in "million", unless otherwise specifically stated.
1. In this LoF, any discrepancy in any table between the total and sums of amounts listed are due to rounding off and/or regrouping.
1. All the data presented in USD in this LoF has been converted into INR. The conversion has been assumed at the RBI reference rate as on December 31, 2018 (unless otherwise stated in this LoF):

1 USD = INR 69.7923 (Source: Reserve Bank of India: www.rbi.org.in)

I.	DISCLAIMER CLAUSE14
II.	DETAILS OF THE OFFER17
III.	BACKGROUND OF THE ACQUIRER AND THE PACS23
IV.	BACKGROUND OF THE TARGET COMPANY34
V.	OFFER PRICE AND FINANCIAL ARRANGEMENTS42
VI.	TERMS AND CONDITIONS OF THE OFFER45
VII.	PROCEDURE FOR ACCEPTANCE AND SETTLEMENT OF THE OFFER50
VIII.	TAX PROVISIONS55
IX.	DOCUMENTS FOR INSPECTION65
X.	DECLARATION BY THE ACQUIRER AND THE PACS66

DEFINITIONS / ABBREVIATIONS

TermDetails / Definition/ Description
Acquirer	Epsilon BidcoPte. Ltd.
Adjusted Sale Shares	Adjusted Sale Shares shall have the meaning ascribed to itin Paragraph 4 ofSection II.A (Details of the Offer –Background to the Offer) of this Letter ofOffer.
Applicable Law	Applicable Law means any applicable national, supranational, foreign,provincial, local or other law, regulations, including applicable provisions ofall: (i) constitutions, decrees, treaties, statutes, enactments, laws (including thecommon law), codes, notifications, rules, regulations, policies, guidelines,circulars, directions, directives, ordinances or orders of any GovernmentalAuthority (as defined in the SPA), statutory authority, court, tribunal havingjurisdiction over the parties to the SPA or any recognised stock exchange(including the Stock Exchanges); (ii) Governmental Approvals (as defined inthe SPA); and (iii) orders, decisions, injunctions, judgments, awards anddecrees of or agreements with any Governmental Authority, statutory authority,court or tribunal; in each case having jurisdiction over such party.
Anti-Trust and ForeignInvestment Approvals	(i) the unconditional approval of the Competition Commission of India for theconsummation of the Transaction (as defined below), or where such conditionsare imposed, such conditions being acceptable to the Acquirer at its solediscretion; (ii) the expiry or termination of any applicable waiting periods, orthe receipt of required approvals without restrictions/ conditions, in each case asapplicable, under the competition related Applicable Laws of Austria, Bulgaria,Colombia, Germany, Kenya, Peoples Republic of China, Poland, and Russia inconnection with the Transaction; and (iii) the approval without restrictions/conditions of the German Federal Ministry for Economic Affairs and Energyfor the consummationof the Transaction under German foreign investmentcontrol regulations.
Bank Guarantee	Bank Guarantee shall havethe meaning given to it inParagraph 2of SectionV.B (Offer Price and Financial Arrangements –Financial Arrangements)of thisLoF.
Beneficial Owner	Beneficial owners of the Equity Shares, whose names appeared as beneficiariesin the records of the Depositoriesat the close of business hours on the IdentifiedDate or at any time before the closure of the Tendering Period.
BSE	BSE Limited.
Cash Escrow	Cash Escrow shall have the meaning ascribedto it in Paragraph 3of SectionV.B (Offer Price and Financial Arrangements –Financial Arrangements) of thisLetter of Offer.
CDSL	Central Depository Services (India) Limited.

Term	Details / Definition/ Description
Completion	Completion shall have the meaning as provided in the SPA.
Depositories	CDSL and NSDL.
DP	Depository participant.
DPS/Detailed PublicStatement	Detailed public statement, published on April 29, 2019 on behalf of theAcquirer and the PACs in Business Standard (English, all editions), BusinessStandard (Hindi, all editions) and Navshakti (Marathi, Mumbai edition).
Draft Letter of Offer	Thedraft Letter of Offer filed with SEBI in accordance with Regulation 16(1)of the SEBI (SAST) Regulations dated May 7, 2019.
Expanded Voting ShareCapital	The total voting equity share capital of the Target Company on a fully dilutedbasis expected as of the 10th (Tenth) Working Day from the closure of theTendering Period for the Offer. This includes 206,009outstanding employeestock options which have already vested as on the date of the Letter of Offerand are exercisable into equal number of Equity Shares. There will not be anyadditional employee stock options that will vest between the date of the Letterand December 31, 2019 (assuming December 31, 2019 as the 10thof Offer(Tenth) Working Day from the closure of the Tendering Period).
Equity Shareholders	All holders of Equity Shares, including Beneficial Owners.
Equity Shares	Fully paid-up equity shares of the Target Company having a face value of Rs. 2each.
Escrow Account	Escrow Account shall have the meaning given to it in Paragraph 3 of SectionV.B (Offer Price and Financial Arrangements –Financial Arrangements) of thisLetter of Offer.
Escrow Agent	Escrow Agent shall have the meaning given to it in Paragraph 3 of Section V.B(Offer Price and Financial Arrangements –Financial Arrangements) of thisLetter of Offer.
Escrow Agreement	Escrow Agreement shall have the meaning given to it in Paragraph 3of SectionV.B (Offer Price and Financial Arrangements –Financial Arrangements)of thisLetter of Offer.
Escrow Demat Account	Escrow Demat Account shall have the meaning given to it in Paragraph6(a)ofSection VII (Procedure for Acceptance and Settlement of the Offer) of thisLetter of Offer.
ESOSs	Employee stock options granted by the Target Company to its employeesandemployees of its wholly owned subsidiaries.
FII	Foreign institutional investor registered with SEBI under the Securities andExchange Board of India (Foreign Institutional Investors) Regulations, 1995, asamended or modified.

Term	Details / Definition/ Description
Form of Acceptancecum-Acknowledgment	Form of acceptance-cum-acknowledgement, which is a part of this Letter ofOffer.
FEMA Regulations	Foreign Exchange Management (Transfer or Issue of Security by a PersonResident Outside India) Regulations, 2017, as amended or modified.
FPI	Foreign portfolio investor registered with SEBI under the Securities andExchange Board of India (Foreign Portfolio Investors) Regulations, 2014, asamended or modified.
Identified Date	Identified Date means the date falling on the 10th (Tenth) Working Day prior tothe commencement of the Tendering Period, for the purpose of determining thePublic Shareholders to whom the letter of offer in relation to this Offer shall besent.
Identified SPAConditions	Identified SPA Conditions have the meaning ascribed to them in Paragraph 5(b)of Section II.A (Details of the Offer –Background to the Offer) of this Letter ofOffer.
Letter of Offer/LoF	This letter of offer dated July 19, 2019, the draft of which was filed with SEBIin accordance with Regulation 16(1) of the SEBI (SAST) Regulations andamended pursuant to the SEBI Observations Letter, including the Form ofAcceptance-cum-Acknowledgement, which shall be dispatched to the PublicShareholders in accordance with the SEBI (SAST) Regulations.
Manager to the Offer/Manager	JM Financial Limited
MaximumConsideration	Maximum Consideration shall have the meaning ascribed to it in Paragraph 1 ofSectionV.B(OfferPriceandFinancialArrangements–FinancialArrangements) of this Letter of Offer.
MM/Mn/Million	1,000,000 units.
NRI	Non-Resident Indian as defined under the Foreign Exchange Management(Transfer or Issue of Security by a Person Resident Outside India) Regulations,2017, as amended or modified.
NSDL	National Securities Depository Limited.
NSE	National Stock Exchange of India Limited.
OCB	Overseas Corporate Body as defined in the Foreign Exchange Management(Deposit) Regulations, 2000, as amended or modified.
Offer Closing Date	Date of closure of the Tendering Period i.e., Friday, August 9, 2019.
Offer/Open Offer	The Offer, being made by the Acquirer and the PACs, for acquiring up to82,058,934 Equity Shares representing 26.00% of the Expanded Voting ShareCapital as of the tenth (10th) Working Day from the closure of the Tendering

Term	Details / Definition/ Description
	Period, from the Public Shareholders at the Offer Price payable in cash.
Offer Period	The period starting from April 22, 2019 (being the date of the PA) until the dateon which payment of consideration to Public Shareholders who have validlytendered their Equity Shares in the Offer is completed, or the date on which theOffer is withdrawn, as the case may be.
Offer Price	Price of Rs. 139.19 per Equity Share at which the Offer is being made to thePublic Shareholders.
Offer Shares	82,058,934 fully paid up Equity Shares of the Target Company.
Offer Size	Up to 82,058,934 Equity Shares, representing 26.00% of the Expanded VotingShare Capital of the Target Company.
Other GovernmentalApprovals	Other governmental approvals shall have the meaning as ascribed to them inParagraph 5(b) of Section II.A (Details of the Offer –Background to the Offer).
PACs	Collectively PAC 1 and PAC 2.
PAC 1	Blackstone Capital Partners Asia L.P.
PAC 2	Blackstone Capital Partners (Cayman) VII L.P.
PAN	Permanent account number.
PublicAnnouncement/PA	Public announcement of the Offer made by the Manager to the Offer on behalfof the Acquirer and the PACs on April 22, 2019, in accordance with Regulation3(1) and Regulation 4 read with Regulation 13(1) and Regulation 15(1) of theSEBI (SAST) Regulations.
Public Shareholders	All the equity shareholders of the Target Company excluding (i) the Acquirerand the PACs; (ii) parties to the SPA (defined below); and (iii) the personsdeemed to be acting in concert with the persons set out in (i) and (ii).
RBI	Reserve Bank of India.
Registrar to the Offer	M/s. Link Intime India Private Limited, having its registered office at C-101,247 Park, LBS Marg, Vikhroli (W), Mumbai -400 083, India; Tel: +91 22 49186200, Fax: +91 22 4918 6195
Rs./Rupees/INR	The lawful currency of the Republic of India.
Sale Shares	Sale Shares shall have the meaning ascribed to itin Paragraph 3 of Section II.A(Details of the Offer –Background to the Offer) of this Letter of Offer.
SCRR	Securities Contracts (Regulation) Rules, 1957, as amended or modified.
SEBI	Securities and Exchange Board of India.
SEBI Act	Securities and Exchange Board of India Act, 1992, as amended.
SEBI (LODR)	Securities and Exchange Board of India (Listing Obligations and Disclosure

Term	Details / Definition/ Description
Regulations	Requirements) Regulations, 2015 as amended or modified.
SEBI ObservationsLetter	The observations letter issued by SEBI dated July 19, 2019 bearing referenceSEBI/HO/CFD/DCR-1/OW/P/2019/18403/1 in relation to its observations onthe Draft Letter of Offer filed with SEBI on May 7, 2019.
SEBI (SAST)Regulations	Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations, 2011, as amended or modified.
SEC	U.S. Securities Exchange Commission
Seller	Ashok Goel Trust (acting through its trustees, Mr. Ashok Goel and Mrs.Kaveeta Goel), having its office at Times Tower, Top Floor, Kamala City,Kamala Mills Compound, Lower Parel, Mumbai –400013, India. Tel: +91 2224819066 / +91 22 24819076
SPA	SPA means the share purchase agreement dated April 22, 2019 executedamongst the Acquirer, the Seller and Mr. Ashok Goel pursuant to which theAcquirer has agreed to acquire from the Seller, being one of the promoters ofthe Target Company, up to 160,961,755 Equity Shares of the Target Companyrepresenting a maximum of 51.00% of the Expanded Voting Share Capital at aprice of INR 134.00 per Equity Share, completion under which is subject toreceipt of all Anti-Trust and Foreign Investment Approvals and satisfaction ofcertain other conditions precedent specified in the share purchase agreement.
Stock Exchanges	Collectively, the BSE and the NSE.
Transaction	Collectively the Underlying Transaction and the Open Offer.
Target Company	Essel Propack Limited, which is listed on the Stock Exchanges.
Tendering Period	Period commencing from Monday, July 29, 2019 and closing on Friday, August9, 2019 (both days inclusive).
Underlying Transaction	The transaction to acquire up to 160,961,755 Equity Shares of the TargetCompany representing a maximum of 51.00% of the Expanded Voting ShareCapital at a price of INR 134.00 per Equity Share, by the Acquirer from theSeller, being one of the promoters of the Target Company.
USD	United States Dollar.
Working Day	The working day of SEBI.

I. DISCLAIMER CLAUSE

"IT IS TO BE DISTINCTLY UNDERSTOOD THAT FILING OF THIS LETTER OF OFFER WITH SEBI SHOULD NOT IN ANY WAY BE DEEMED OR CONSTRUED THAT THE SAME HAS BEEN CLEARED, VETTED OR APPROVED BY SEBI. THIS LETTER OF OFFER HAS BEEN SUBMITTED TO SEBI FOR A LIMITED PURPOSE OF OVERSEEING WHETHER THE DISCLOSURES CONTAINED THEREIN ARE GENERALLY ADEQUATE AND ARE IN CONFORMITY WITH THE SEBI (SAST) REGULATIONS. THIS REQUIREMENT IS TO FACILITATE THE PUBLIC SHAREHOLDERS OF ESSEL PROPACK LIMITED TO TAKE AN INFORMED DECISION WITH REGARD TO THE OFFER. SEBI DOES NOT TAKE ANY RESPONSIBILITY EITHER FOR FINANCIAL SOUNDNESS OF THE ACQUIRER, THE PACs OR THE TARGET COMPANY WHOSE EQUITY SHARES/CONTROL IS PROPOSED TO BE ACQUIRED OR FOR THE CORRECTNESS OF THE STATEMENTS MADE OR OPINIONS EXPRESSED IN THE LETTER OF OFFER. IT SHOULD ALSO BE CLEARLY UNDERSTOOD THAT WHILE THE ACQUIRER IS PRIMARILY RESPONSIBLE FOR THE CORRECTNESS, ADEQUACY AND DISCLOSURE OF ALL RELEVANT INFORMATION IN THIS LETTER OF OFFER, THE MANAGER TO THE OFFER IS EXPECTED TO EXERCISE DUE DILIGENCE TO ENSURE THAT THE ACQUIRER DULY DISCHARGES ITS RESPONSIBILITIES ADEQUATELY. IN THIS BEHALF, AND TOWARDS THIS PURPOSE, THE MANAGER TO THE OPEN OFFER, JM FINANCIAL LIMITED, HAS SUBMITTED A DUE DILIGENCE CERTIFICATE DATED MAY 7, 2019 TO SEBI IN ACCORDANCE WITH THE SEBI (SAST) REGULATIONS AND SUBSEQUENT AMENDMENTS THEREOF. THE FILING OF THE LETTER OF OFFER DOES NOT, HOWEVER, ABSOLVE THE ACQUIRER AND PACS FROM THE REQUIREMENT OF OBTAINING SUCH STATUTORY CLEARANCES AS MAY BE REQUIRED FOR THE PURPOSE OF THE OFFER."

UNITED STATES OF AMERICA

THE OFFER IS BEING MADE FOR SECURITIES OF AN INDIAN COMPANY AND PUBLIC SHAREHOLDERS OF THE TARGET COMPANY IN THE U.S. SHOULD BE AWARE THAT THIS LOF AND ANY OTHER DOCUMENTS RELATING TO THE OPEN OFFER HAVE BEEN OR WILL BE PREPARED IN ACCORDANCE WITH INDIAN PROCEDURAL AND DISCLOSURE REQUIREMENTS, INCLUDING REQUIREMENTS REGARDING THE OFFER TIMETABLE AND TIMING OF PAYMENTS, ALL OF WHICH DIFFER FROM THOSE IN THE U.S. ANY FINANCIAL INFORMATION INCLUDED IN THIS LOF OR IN ANY OTHER DOCUMENTS RELATING TO THE OFFER HAS BEEN OR WILL BE PREPARED IN ACCORDANCE WITH NON-U.S. ACCOUNTING STANDARDS THAT MAY NOT BE COMPARABLE TO FINANCIAL STATEMENTS OF COMPANIES IN THE U.S. OR OTHER COMPANIES WHOSE FINANCIAL STATEMENTS ARE PREPARED IN ACCORDANCE WITH U.S. GENERALLY ACCEPTED ACCOUNTING PRINCIPLES.

THE RECEIPT OF CASH PURSUANT TO THE OFFER BY A PUBLIC SHAREHOLDER OF THE TARGET COMPANY MAY BE A TAXABLE TRANSACTION FOR U.S. FEDERAL INCOME TAX PURPOSES AND UNDER APPLICABLE U.S. STATE AND LOCAL, AS WELL AS FOREIGN AND OTHER, TAX LAWS. EACH PUBLIC SHAREHOLDER OF THE TARGET COMPANY IS URGED TO CONSULT HIS INDEPENDENT PROFESSIONAL ADVISER IMMEDIATELY REGARDING THE TAX CONSEQUENCES OF ACCEPTING THE OFFER.

IT MAY BE DIFFICULT FOR U.S. HOLDERS OF EQUITY SHARES TO ENFORCE THEIR RIGHTS AND ANY CLAIMS THEY MAY HAVE ARISING UNDER THE U.S. FEDERAL SECURITIES LAWS IN CONNECTION WITH THE OFFER, SINCE THE TARGET COMPANY, THE ACQUIRER AND THE PACs ARE INCORPORATED IN COUNTRIES OTHER THAN THE U.S., AND SOME OR ALL OF THEIR OFFICERS AND DIRECTORS MAY BE RESIDENTS OF COUNTRIES OTHER THAN THE U.S. U.S. HOLDERS OF EQUITY SHARES IN THE TARGET COMPANY MAY NOT BE ABLE TO SUE THE TARGET COMPANY, THE ACQUIRER, THE PACs OR THEIR RESPECTIVE OFFICERS OR DIRECTORS IN A NON-U.S. COURT FOR VIOLATIONS OF U.S. SECURITIES LAWS. FURTHER, IT MAY BE DIFFICULT TO COMPEL THE TARGET COMPANY, THE ACQUIRER, THE PACs OR THEIR RESPECTIVE AFFILIATES TO SUBJECT THEMSELVES TO THE JURISDICTION OR JUDGMENT OF A U.S. COURT.

NEITHER THE U.S. SECURITIES EXCHANGE COMMISSION NOR ANY U.S. STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED THE OFFER OR PASSED ANY COMMENT UPON THE ADEQUACY OR COMPLETENESS OF THIS LOF. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE U.S.

UNITED KINGDOM

IN THE UNITED KINGDOM, THE LOF TOGETHER WITH THE DPS AND THE PA IN CONNECTION WITH THE OFFER SHALL BE DISTRIBUTED ONLY TO, AND ARE DIRECTED ONLY AT, PERSONS WHO ARE (I) PERSONS HAVING PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE "ORDER"), OR (II) HIGH NET WORTH ENTITIES FALLING WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER, OR (III) PERSONS TO WHOM IT WOULD OTHERWISE BE LAWFUL TO DISTRIBUTE THEM, ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS". THE LOF TOGETHER WITH THE DPS AND THE PA IN CONNECTION WITH THE OFFER AND THEIR CONTENTS ARE CONFIDENTIAL AND SHOULD NOT BE DISTRIBUTED, PUBLISHED OR REPRODUCED (IN WHOLE OR IN PART) OR DISCLOSED BY ANY RECIPIENTS TO ANY OTHER PERSON IN THE UNITED KINGDOM, AND ANY PERSON IN THE UNITED KINGDOM THAT IS NOT A RELEVANT PERSON SHOULD NOT ACT OR RELY ON THEM.

GENERAL

THIS LOF TOGETHER WITH THE DPS AND THE PA IN CONNECTION WITH THE OFFER, HAS BEEN PREPARED FOR THE PURPOSES OF COMPLIANCE WITH APPLICABLE LAWS AND REGULATIONS OF INDIA, INCLUDING THE SEBI ACT AND THE SEBI (SAST) REGULATIONS, AND HAS NOT BEEN REGISTERED OR APPROVED UNDER ANY LAWS OR REGULATIONS OF ANY COUNTRY OUTSIDE OF INDIA. THE DISCLOSURES IN THIS LOF AND THE OFFER PARTICULARS INCLUDING BUT NOT LIMITED TO THE OFFER PRICE, OFFER SIZE AND PROCEDURES FOR ACCEPTANCE AND SETTLEMENT OF THE OFFER IS GOVERNED BY SEBI (SAST) REGULATIONS, AND OTHER APPLICABLE LAWS, RULES AND REGULATIONS OF INDIA, THE PROVISIONS OF WHICH MAY BE DIFFERENT FROM THOSE OF ANY JURISDICTION OTHER THAN INDIA. ACCORDINGLY, THE INFORMATION DISCLOSED MAY NOT BE THE SAME AS THAT WHICH WOULD HAVE BEEN DISCLOSED IF THIS DOCUMENT HAD BEEN PREPARED IN ACCORDANCE WITH THE LAWS AND REGULATIONS OF ANY JURISDICTION OUTSIDE OF INDIA. THE INFORMATION CONTAINED IN THIS LOF IS AS OF THE DATE OF THIS LOF. THE ACQUIRER, PACs, THE MANAGER TO THE OFFER AND ANY DEEMED PERSONS ACTING IN CONCERT WITH THE ACQUIRER ARE UNDER NO OBLIGATION TO UPDATE THE INFORMATION CONTAINED HEREIN AT ANY TIME AFTER THE DATE OF THIS LOF.

NO ACTION HAS BEEN OR WILL BE TAKEN TO PERMIT THIS OFFER IN ANY JURISDICTION WHERE ACTION WOULD BE REQUIRED FOR THAT PURPOSE. THIS LOF SHALL BE DISPATCHED TO ALL PUBLIC SHAREHOLDERS HOLDING THE EQUITY SHARES WHOSE NAMES APPEAR IN THEREGISTER OF MEMBERS OF THE TARGET COMPANY, AT THEIR STATED ADDRESS, AS OF THE IDENTIFIED DATE. HOWEVER, RECEIPT OF THE LOF BY ANY PUBLIC SHAREHOLDER IN A JURISDICTION IN WHICH IT WOULD BE ILLEGAL TO MAKE THIS OFFER, OR WHERE MAKING THIS OFFER WOULD REQUIRE ANY ACTION TO BE TAKEN (INCLUDING, BUT NOT RESTRICTED TO, REGISTRATION OF THE LOF UNDER ANY LOCAL SECURITIES LAWS OF SUCH JURISDICTION), SHALL NOT BE TREATED BY SUCH PUBLIC SHAREHOLDER AS AN OFFER BEING MADE TO THEM AND SHALL BE CONSTRUED BY THEM AS BEING SENT FOR INFORMATION PURPOSES ONLY.

PERSONS IN POSSESSION OF THIS LOF ARE REQUIRED TO INFORM THEMSELVES OF ANY RELEVANT RESTRICTIONS IN THEIR RESPECTIVE JURISDICTIONS. ANY PUBLIC SHAREHOLDER WHO TENDERS HIS, HER OR ITS EQUITY SHARES IN THIS OFFER SHALL BE DEEMED TO HAVE DECLARED, REPRESENTED, WARRANTED AND AGREED THAT HE, SHE OR IT IS AUTHORISED UNDER THE PROVISIONS OF ANY APPLICABLE LOCAL LAWS, RULES, REGULATIONS AND STATUTES TO PARTICIPATE IN THIS OFFER*.*

II. DETAILS OF THE OFFER

A. Background to the Offer

1. This Offer is a mandatory open offer being made by Epsilon Bidco Pte. Ltd., being the Acquirer, together with Blackstone Capital Partners Asia L.P. and Blackstone Capital Partners (Cayman) VII L.P. in terms of Regulations 3(1) and 4 of the SEBI (SAST) Regulations, pursuant to the execution of the SPA to acquire in excess of 25% of the equity share capital of the Target Company and control over the Target Company. The PA announcing the Open Offer, under Regulation 3(1) and Regulation 4 read with Regulation 13(1) and Regulation 15(1) of the SEBI (SAST) Regulations, was released to the Stock Exchanges on April 22, 2019.
1. The Acquirer and PACs are making this Offer to all the Public Shareholders of the Target Company, to acquire up to 82,058,934 Equity Shares representing 26.00% of the Expanded Voting Share Capital of the Target Company at a price of INR 139.19 per Equity Share determined in accordance with the SEBI (SAST) Regulations aggregating to total consideration of INR 11,421,783,024.
1. The Acquirer entered into a SPA on April 22, 2019, pursuant to which the Acquirer has agreed to acquire from the Seller, being one of the existing promoters of the Target Company, up to 160,961,755 Equity Shares ("Sale Shares") of the Target Company representing a maximum of 51.00% of the Expanded Voting Share Capital at a price of INR 134.00 per Equity Share, completion under which is subject to receipt of all Anti-Trust and Foreign Investment Approvals (which have been obtained or deemed by Applicable Laws to have been obtained), Other Governmental Approvals (which have been satisfied or waived for the purposes of the Offer) and satisfaction of certain other conditions precedent specified in the SPA.
1. In terms of the SPA and subject to the conditions therein, if the shareholding of the Acquirer in the Target Company, computed as the sum of (a) number of Equity Shares validly tendered by the Public Shareholders and accepted in the Open Offer and (b) the Sale Shares agreed to be purchased by the Acquirer from the Seller, exceeds 75% of the issued and outstanding equity share capital of the Target Company, then, the Sale Shares shall be adjusted ("Adjusted Sale Shares") such that the Acquirer will acquire such lesser number of Equity Shares from the Seller so as to ensure that its aggregate shareholding (i.e., after acquiring the Equity Shares validly tendered in the Offer and the Adjusted Sale Shares) in the Target Company does not exceed 75% of the issued and outstanding equity share capital of the Target Company after completion of the Transaction. The Adjusted Sale Shares shall not be less than 154,373,781 Equity Shares.

5. Salient features of the SPA are set out below:

(a) The SPA sets forth the terms and conditions agreed between the Seller, the Acquirer and Mr. Ashok Goel, and their respective rights and obligations.
(b) The consummation of the Underlying Transaction is subject to the fulfillment of the conditions precedent as specified under the SPA, including the following:
- (i) The Anti-Trust and Foreign Investment Approvals having been obtained or deemed by Applicable Laws to have been obtained (e.g., as a result of the lapse,

expiration or termination of the applicable waiting periods or because jurisdiction has been declined) by the Acquirer in accordance with the Competition Laws (as defined in the SPA), for the Transaction.

(ii) The Seller shall have procured that the Target Company or the relevant subsidiary of the Target Company shall have obtained no-objection certificates from the identified lenders (as identified in the SPA).
(iii) The Target Company or any of the subsidiaries of the Target Company having not been admitted to a corporate insolvency, liquidation or a similar process pursuant to an order of a governmental authority under Applicable Law.
(iv) The Seller shall have obtained a no-objection certificate issued by the relevant assessing officer, under the provisions of Section 281 of the Income Tax Act, 1961 for the transfer of the Sale Shares ("Tax NOC") and shall have provided a valid copy of the said Tax NOC to the Acquirer.
(v) Seller shall have ensured that the Target Company has obtained a consent in writing, from the Assam Pollution Control Board in terms with the "Consent to Operate" for change in particulars submitted as part of the "Consent to Operate" application.
(vi) Seller shall have ensured that the Target Company has obtained a no-objection certificate for change in control of the Target Company from the Goa Industrial Development Corporation in connection with lease deeds dated (i) 21 June 2006 bearing registration number 716/2000; and (ii) 20 December 2000 bearing registration number 51/2000.

The conditions precedent specified in paragraph 5(b)(ii) to paragraph 5(b)(iv) above are referred to as the "Identified SPA Conditions".

The conditions precedent specified in paragraph 5(b)(v) to paragraph 5(b)(vi) above are referred to as the "Other Governmental Approvals".

Details of the underlying transaction pursuant to the SPA is set out below:

Details of Underlying Transaction
Type oftransacti	Mode oftransaction	Shares/ Voting rightsacquired/ proposed to beacquired		TotalConsideration for shares/	Mode ofpayment	Regulation which
on(direct/indirect)	(Agreement/Allotment/Market Purchase)	Number	% vis a vistotal equity/votingrights	Voting rightsacquireds)(INR)	(Cash/securitie	hastriggered
Direct	Agreement –TheAcquirer entered	Acquisitionof a	Acquisitionof a	Up to INR21,568,875,1	Cash	Regulation 3(1) and

into a Share	maximum	maximum of	70 for	Regulatio
Purchase	of	51.00% of	acquisition of	n 4 of the
Agreement dated	160,961,755	the	a maximum	SEBI
22 April 2019 with	Equity	Expanded	of	(SAST)
Ashok Goel Trust	Shares from	Voting Share	160,961,755	Regulatio
(acting through its	the Seller.(1)	Capital from	Equity Shares	ns
trustees, Mr. Ashok		the Seller.(1)	from the
Goel and Mrs.			Seller.(1)(2)
Kaveeta Goel), and
Mr. Ashok Goel	to
acquire up to
160,961,755 Equity
Shares from Ashok
Goel Trust,
constituting up to
51.00% of the
Expanded Voting
Share Capital.(1)

1) Please refer to Paragraph 4 under Section II.A. (Details of the Offer-Background to the Offer).
2) This amount has been determined by multiplying the purchase price of INR 134.00 with the maximum of 160,961,755 Equity Shares proposed to be acquired by the Acquirer from the Seller. The total consideration payable to the Seller may be reduced proportionately, depending upon the Equity Shares validly tendered and accepted in the Open Offer. Please refer to Paragraph 4 under Section II.A. (Details of the Offer-Background to the Offer).
1. Upon Completion of the Underlying Transaction, Mr. Ashok Goel will step down from the board of directors of the Target Company and cease to be engaged in any role with the Target Company including any executive role. As and when requested by the Target Company, Mr. Ashok Goel has agreed to be available to the Target Company to ensure a smooth transition given his experience and industry knowledge. Towards this end, subject to receipt of necessary approvals, the Target Company will enter into an agreement with Mr. Ashok Goel or any of his affiliates pursuant to which, as and when required, Mr. Ashok Goel would provide transition support services for a period of five years after the closing of the Underlying Transaction. In consideration of such support, the Target Company will pay an amount of INR 160,000,000 every year to Mr. Ashok Goel for a period of five years. Regardless of such payment being made by the Target Company for transition support services, the Acquirer has added the gross payment over five years, i.e., INR 800,000,000, which translates to a per Equity Share value of INR 5.19, to the price determined under the SEBI (SAST) Regulations for the purpose of arriving at the Offer Price of INR 139.19 per Equity Share.
1. Upon consummation of the Transaction, the Acquirer will acquire control over the Target Company and shall become a promoter of the Target Company, including in accordance with the provisions of the SEBI (LODR) Regulations. The Seller and its affiliates (including all persons currently identified as promoters and promoters group of the Target Company) will cease to be in control of the Target Company, and will no longer be a part of the promoter or promoter group. Accordingly, the Seller and its affiliates will, immediately after the closing of the Transaction,

submit a request to the board of directors of the Target Company to be re-classified as public shareholders, and such re-classification shall take place as soon as possible subject to receipt of necessary approvals in terms of the SEBI (LODR) Regulations and conditions prescribed therein.

1. Upon the consummation of the Underlying Transaction, Mr. Ashok Goel and other identified nominees of the Seller will resign from the board of directors of the Target Company. The Acquirer reserves the right to propose its nominees to be appointed as directors on the board of directors of the Target Company, to the extent permitted under Applicable Law.
1. As per Regulation 26(6) of the SEBI (SAST) Regulations, the Board of Directors of the Target Company is required to, upon receipt of the Detailed Public Statement, constitute a committee of independent directors to provide its written reasoned recommendations on the Open Offer to the Public Shareholders. As per Regulation 26(7) read with Regulation 26(6) of the SEBI (SAST) Regulations, the written reasoned recommendations of the committee of independent directors shall be published by the Target Company at least two Working Days prior to the commencement of the Tendering Period in the same newspapers where the Detailed Public Statement was published and simultaneously, a copy of such recommendations needs to be sent to SEBI, the Stock Exchanges and to the Manager to the Offer.
1. The Acquirer and PACs have not been prohibited by SEBI from dealing in securities pursuant to the terms of any directions issued under Section 11B of the SEBI Act or under any regulations made under the SEBI Act.

B. Details of the proposed Offer

1. The PA announcing the Open Offer, under Regulation 3(1) and Regulation 4 read with Regulation 13(1) read with Regulation 15(1) of the SEBI (SAST) Regulations, was made on April 22, 2019 to the Stock Exchanges and a copy thereof was also filed with SEBI and sent to the Target Company at its registered office.
1. The Detailed Public Statement in respect of the Open Offer was published on April 29, 2019 in the following newspapers:

Newspaper	Language	Editions
Business Standard	English	All editions
Business Standard	Hindi	All editions
Navshakti	Marathi	Mumbai

(The PA and the DPS are available at the SEBI website: www.sebi.gov.in.)

1. The Offer is being made by the Acquirer together with the PAC 1 and PAC 2 in their capacity as persons acting in concert to all Public Shareholders of the Target Company in terms of Regulation 3(1) and Regulation 4 of the SEBI (SAST) Regulations.
1. The Acquirer, together with the PACs is making the Offer to the Public Shareholders under the SEBI (SAST) Regulations for the acquisition of up to 82,058,934 fully paid-up Equity Shares

representing 26.00% of the Expanded Voting Share Capital of the Target Company at the Offer Price of Rs. 139.19, determined in accordance with SEBI (SAST) Regulations aggregating to total consideration of INR 11,421,783,024. The Offer Price will be paid in cash in accordance with Regulation 9(1)(a) of the SEBI (SAST) Regulations and subject to the terms and conditions mentioned in the PA, the DPS and the LoF and in accordance with the SEBI (SAST) Regulations.

The Expanded Voting Share Capital of the Target Company as of the 10th Working Day from the closure of the tendering period is computed as per the table below:

Particulars	Number of Shares
Fully paid up equity shares as of the date of theLoF	315,405,275
Partly paid up equity shares as of the date of theLoF	NIL
Outstanding and vested employee stock options *	206,009
Expanded Voting Share Capital	315,611,284

*There will not be any additional employee stock options which will vest on or prior to 31 December 2019 (assuming 31 December 2019 as the 10th (Tenth) Working Day from the closure of the Tendering Period)

1. There are no partly paid-up shares in the Target Company. Besides outstanding employee stock options, the Target Company does not have any other convertible instruments.
1. This Open Offer is not conditional upon any minimum level of acceptance in terms of Regulation 19(1) of the SEBI (SAST) Regulations.
1. The Acquirer and the PACs have not acquired any Equity Shares between the date of the PA i.e., April 22, 2019 and the date of this Letter of Offer.
1. There has been no competing offer under Regulation 20 of the SEBI (SAST) Regulations as on the date of this LoF.
1. There is no differential pricing being offered for the Equity Shares tendered in this Offer.
1. The Equity Shares are listed on the Stock Exchanges.
1. Please refer to Paragraph B of Section VI (Terms and Conditions of the Offer) in relation to the details of the statutory, governmental and other approvals required for the Underlying Transaction and the Offer, along with their status and Paragraph 5(b) of Section II.A (Details of the Offer - Background to the Offer) for details on conditions precedent stipulated in the SPA, meeting of which are outside the reasonable control of the Acquirer, and in view of which the Transaction may be withdrawn under Regulation 23 of the SEBI (SAST) Regulations, 2011. If (a) any statutory approval as specified in Section VI.B (Terms and Conditions of the Offer – Statutory and other approvals) is not obtained or granted or (b) any Identified SPA Condition is not satisfied, the Acquirer and/or the PACs may rescind the SPA and withdraw the Offer in terms of Regulation 23 of the SEBI (SAST) Regulations. In the event of the SPA being rescinded and a withdrawal of this

Offer, a public announcement will be made within two Working Days of such withdrawal, in the same newspapers in which this DPS has been published and such public announcement will also be sent to the Stock Exchanges, SEBI and the Target Company at its registered office.

1. As per Regulation 38 of the SEBI (LODR) Regulations read with Rules 19(2) and 19A of the SCRR, the Target Company is required to maintain at least 25% public shareholding as determined in accordance with SCRR, on a continuous basis for listing. If the public shareholding in the Target Company falls below the minimum prescribed level required for continued listing as a result of the Open Offer and/or the Underlying Transaction, then, the Acquirer and the PACs may take appropriate actions in compliance with applicable laws to ensure continued compliance with the conditions of the SCRR and the SEBI (LODR) Regulations.
1. The Manager to the Offer does not hold any Equity Shares of the Target Company. The Manager to the Offer further declares and undertakes not to deal on their account in the Equity Shares during the Offer Period (as defined under the SEBI (SAST) Regulations).

C. Object of the acquisition/ Offer

1. The Offer is being made as a result of the acquisition of more than 25% of the Equity Shares, voting rights and control of the Target Company by the Acquirer resulting in a change of control of the Target Company in terms of Regulations 3(1) and 4 of the SEBI (SAST) Regulations. Following the completion of the Offer, the Acquirer intends to work with the management and employees of the Target Company to accelerate the Target Company's growth across categories including beauty, cosmetics and pharmaceuticals. The Target Company along with its subsidiaries, joint ventures and associates is currently engaged in the business of inter alia manufacturing, marketing and selling of extruded and laminated plastic tubes, laminates, closures and other related products and services. The Acquirer proposes to continue with the existing activities.
1. After completion of the Open Offer, the Acquirer may consider various options for distribution of capital to the shareholders of the Target Company from time to time including any buybacks (which may or may not be at a premium to the market price) or declaration of special or interim dividends to shareholders, in each case, subject to applicable laws. None of the Acquirer and the PACs or the Manager to the Offer make any assurance with respect to the Target Company or its board of directors considering, favourably or otherwise, any buyback or dividend proposed by the Acquirer. The Acquirer is merely making these disclosures in good faith and expressly disclaims its responsibility or obligation of any kind (except as required under Applicable Law) with respect to any decision by the board of directors or the shareholders of the Target Company.
1. Subsequent to the completion of the Offer, the Acquirer and the PACs reserve the right to streamline/ restructure the operations, assets, liabilities and/ or businesses of the Target Company through arrangement/ reconstruction, restructuring, buybacks, merger, demerger/ delisting of the Equity Shares of the Target Company from the Stock Exchanges and/ or sale of assets or undertakings, at a later date. The Acquirer and/or the PACs may also consider disposal of or otherwise encumbering any assets or investments of the Target Company or any of its subsidiaries, through sale, lease, reconstruction, restructuring and/or re-negotiation or termination of existing contractual/operating arrangements, for restructuring and/or rationalising the assets, investments or liabilities of the Target Company and/or its subsidiaries, to improve operational efficiencies and

for other commercial reasons. The board of directors of the Target Company will take decisions on these matters in accordance with the requirements of the business of the Target Company and in accordance with and as permitted by Applicable Law.

III. BACKGROUND OF THE ACQUIRER AND THE PACS

A. Information about the Acquirer:

Epsilon Bidco Pte. Ltd.

1. The Acquirer is a private limited company and was incorporated on December 27, 2017 under the laws of Singapore with the registration number 201736984W. Its registered office is located at 77 Robinson Road, #13-00, Robinson 77, Singapore 068896. The contact details of the Acquirer are as follows: telephone number: +65 6500 6400 and fax number: + 65 6438 6221. The Acquirer was incorporated under the name of BCP Topco III Pte. Ltd. The name of the Acquirer was changed to Epsilon BidCo Pte. Ltd., its current name, with effect from April 5, 2019. The Acquirer is a part of the Blackstone group.
1. The principal activity of the Acquirer is that of investment holding and related activities.
1. Epsilon PledgeCo Pte. Ltd. holds 100% of the equity share capital of the Acquirer. Epsilon PledgeCo Pte. Ltd. and the Acquirer are indirectly controlled by the PACs.

S.No.	Name of Shareholder	Number of shares held	Percentage ofshares held
1.	Promoters(1)	2 ordinary equity shares	100.0%
2.	FPIs/ Mutual Funds/FinancialInstitutions/Banks	Nil	Nil
3.	Public	Nil	Nil
	Total number of ordinary equity shares	2 ordinary equity shares	100.0%
	Total paid-up capital	USD 2

Shareholding pattern of the Acquirer is as follows:

(1) Refers to the holding company of the Acquirer.
1. The securities of the Acquirer are not listed on any stock exchange in India or abroad.

Name of theDirector	AppointmentDate	DIN	Qualification and Experience
WilliamNicholson	December 31,2018	Not applicable	Mr. William Nicholson is a Senior Associate inthetacticalopportunitiesgroupoftheBlackstone groupand is based in Singapore.SincejoiningtheBlackstonegroup,Mr.Nicholsonhasbeenprimarilyinvolvedintacticalopportunities'investmentsinresidential, residential real estate and datacenters. Prior to joiningthe Blackstone group in2014,Mr.NicholsonworkedatBarclaysCapitalintheirtechnology,mediaandtelecommunications investment banking group.Mr.NicholsongraduatedfromOxfordUniversity.
KimmoTammela	December 31,2018	Not applicable	Mr. Kimmo Tammela is a Managing Directorand Head of Finance for Asia Pacific at theBlackstone group and is based in Singapore.From 2010 to 2018, he managed the AsiaPacific real estate finance team and had overallresponsibility for all financial and tax-relatedmatters of Blackstone Real Estate Partners'Asian investments.He holdsa Bachelor of Arts degree with honorsininternationalrelationsfromBrownUniversity.
SEE, KwangYew	April 30,2019	Not applicable	Mr. See is a Senior Associate in Blackstone'stactical opportunities group in Asiaand hasbeeninvolvedininvestmentswithinthefinancial services, healthcare and specialty realestate sectors.
			Prior to joining Blackstone, Mr. See was at J.P.Morgan's Investment Banking team where heworked on mergers and acquisition, equity anddebt capital market transactions across multiplesectors within the Southeast Asia region.
			Mr. See received a BS in Economics (Finance)from the Wharton School and a BA in Historyfrom the University of Pennsylvania, where hegraduated summa-cum-laude in 2011.

The details of directors of the Acquirer are as follows:
Neither the Acquirer nor its directors or key employees have any relationship or interest in the Target Company except for the Underlying Transaction. Further, there are no common directors on the board of the Acquirer and the Target Company.

1. The Acquirer does not hold any Equity Shares or voting rights in the Target Company. Furthermore, the Acquirer has not acquired any Equity Shares after the date of the PA.
1. The Acquirer has not been prohibited by SEBI, from dealing in securities pursuant to the terms of any directions issued under section 11B of the SEBI Act or under any regulations made under the SEBI Act.
1. The Acquirer has not been categorized as a "wilful defaulter" in terms of Regulation 2(1)(ze) of the SEBI (SAST) Regulations.
1. The compliance officer of the Acquirer is Mr. Kimmo Tammela (Director) (Email: [email protected].
1. The Acquirer was incorporated on December 27, 2017. The first financial year of the Acquirer commenced on December 27, 2017 and ended on December 31, 2018. The key financial information of the Acquirer as at and for the period ended December 31, 2018 extracted from the audited financial statements for such period is as follows:

Particulars	From December 27, 2017 to December 31, 2018
	USD	INR
Statement of Profit and Loss
Income from operations	-	-
Other Income	-	-
Total Income	-	-

Total Expenditure (Excluding Depreciation,Interest and Tax)	(0.6)	(40.3)
Profit Before Depreciation Interest and Tax	(0.6)	(40.3)
Depreciation	-	-
Interest	-	-
Profit Before Tax	(0.6)	(40.3)
Provision for Tax	-	-
Profit / (Loss) After Tax	(0.6)	(40.3)

Amount in millions, except otherwise mentioned

Balance Sheet Statement	As of December 31, 2018
	USD	INR
Sources of funds
Paid up share capital	0.0	0.0
Reserves and Surplus (excluding revaluationreserves)	(0.6)	(40.3)
Net worth	(0.6)	(40.3)
Secured loans	-	-
Unsecured loans	-	-
Total	(0.6)	(40.3)
Uses of funds
Net fixed assets	-	-
Investments	-	-
Net current assets	(0.6)	(40.3)
Total miscellaneous expenditure not written off	-	-
Total	(0.6)	(40.3)

Amount in millions, except otherwise mentioned

Other Financial Data	As of December 31, 2018
	USD	INR
Dividend (%)	NA	NA
Earnings Per Share	NA	NA

Notes:

*Since the financial statements of the Acquirer are presented in United States Dollar (USD), the financial information has been converted to INR for the purpose of convenience. The conversion has been done at the rate USD 1 = INR 69.7923 as on December 31, 2018 (Source: Financial Benchmarks India Pvt. Ltd. https://www.fbil.org.in/)

Source: Certificate dated July 16, 2019 issued by Vishal Laheri & Associates, Chartered Accountants

Contingent Liabilities of Acquirer as on December 31, 2018

The audited financial statements of the Acquirer as at and for the period ended December 31, 2018 does not specify any contingent liabilities, and the Acquirer has confirmed that there were no contingent liabilities as on December 31, 2018.

B. Information about the persons acting in concert

B1. Blackstone Capital Partners Asia L.P. (PAC 1)

1. PAC 1 is an exempted limited partnership which was incorporated on April 27, 2017 under the laws of Cayman Islands with the corporate identification number being 90330. The registered office of PAC 1 is located at Intertrust Corporate Services (Cayman) Ltd.,190 Elgin Avenue, George Town, Grand Cayman, KY1-9005, Cayman Islands. The contact details of PAC 1 are as follows: Telephone number: +1 345 943 3100 and Fax number: +1 345 945 4757.
1. There has been no change in the name of PAC 1 since its incorporation.
1. PAC 1 is in the business of investment holding and related activities. PAC 1 is a part of the Blackstone group.
1. PAC 1, along with PAC 2, indirectly controls the Acquirer. PAC 1 is an exempted limited partnership controlled by its general partner, Blackstone Management Associates Asia L.P. BMA Asia L.L.C and BMA Asia Ltd. are the general partners of Blackstone Management Associates Asia L.P.
1. The securities of PAC 1 are not listed on any stock exchange in India or abroad.
1. PAC 1 does not hold any Equity Shares or voting rights in the Target Company. Furthermore, PAC 1 has not acquired any Equity Shares of the Target Company after the date of the PA.
1. Neither PAC 1, nor its general partner or key employees have any relationship or interest in the Target Company except for the Underlying Transaction. Further, since PAC 1 is an exempted limited partnership, PAC 1 does not have any directors. Hence, there are no common directors on the board of the PAC 1 and the Target Company.
1. PAC 1 has not been prohibited by SEBI from dealing in securities pursuant to the terms of any directions issued under section 11B of the SEBI Act or under any regulations made under the SEBI Act.
1. PAC 1 has not been categorized as a "wilful defaulter" in terms of Regulation 2(1)(ze) of the SEBI (SAST) Regulations.
1. The compliance officer for PAC 1 is Mr. Omar Rehman (Managing Director, Legal & Compliance) (Telephone: +1 (212) 583-5006; Email: [email protected]).
1. PAC 1 was incorporated on April 27, 2017 and its operations/ investment period commenced on December 12, 2017. The key financial information of PAC 1 as at and for the period ended

December 31, 2017 and the financial year ended December 31, 2018 extracted from the audited financial statements for the respective period/ financial year are as follows:

Amount in millions, except otherwise mentioned

Statement of Operations
	From December 12,2017 to December 31,2017		For the year endedDecember 31, 2018
Particulars	USD	INR*	USD	INR*
Total Income	-	-	-	-
Total Expenses, net	2.2	156.6	30.1	2,098.3
Net Investment Income/ (Loss)	(2.2)	(156.6)	(30.1)	(2,098.3)
Net change in unrealized gain / (Loss) oninvestments	-	-	45.7	3,186.3
Net Increase / (Decrease) in partners' capitalresulting from operations	(2.2)	(156.6)	15.6	1,088.0

Amount in millions, except otherwise mentioned

Statement of Financial Condition
	As of
	31-Dec-17		31-Dec-18
Particulars	USD	INR*	USD	INR*
Liabilities and Partner's Capital
Liabilities:
Loans Payable	122.4	8,541.7	172.2	12,018.2
Due to affiliates	5.8	407.6	10.6	740.7
Accounts Payable and accrued expenses	2.2	152.3	2.7	191.6
Interest payable	-	-	0.6	39.4
Total Liabilities (A)	130.4	9,101.6	186.1	12,989.9
Partner's Capital/ (Deficit)
Limited Partners	(2.2)	(153.5)	119.4	8,335.3

Statement of Financial Condition
	As of
		31-Dec-17		31-Dec-18
Particulars	USD	INR*	USD	INR*
General Partners	(0.0)	(3.0)	4.5	316.9
Total Partner's Capital/ (Deficit) (B)	(2.2)	(156.6)	124.0	8,652.2
Total liabilities and partners' capital/ (deficit)(A+B)	128.2	8,945.0	310.1	21,642.1
Assets
Investments at fair value	128.2	8,945.0	306.7	21,408.4
Cash and cash equivalents	-	-	0.1	5.6
Deferred financing costs	-	-	3.2	224.0
Due from affiliates	-	-	0.0	2.8
Due from limited partners	-	-	0.0	1.3
Total Assets	128.2	8,945.0	310.1	21,642.1

Amount in millions, except otherwise mentioned

Other Relevant Information
	As of and for the period/ financial year ended
Particulars	31-Dec-17		31-Dec-18
	USD	INR*	USD	INR*
Earnings per share(USD/INR per share)	NA	NA	NA	NA
Dividend %	NA	NA	NA	NA

Notes:

*Since the financial statements of PAC 1 are presented in United States Dollar (USD), the financial information has been converted to INR for the purpose of convenience. The conversion has been done at the rate USD 1 = INR 69.7923 as on December 31, 2018 (Source: Financial Benchmarks India Pvt. Ltd. https://www.fbil.org.in/)

Source: Certificate dated May 3, 2019 issued by Vishal Laheri & Associates, Chartered Accountants

Contingent Liabilities of PAC 1 as on December 31, 2018

1. Blackstone Capital Partners Asia L.P. and affiliated alternative investment vehicles (the "Fund") has contractual commitments to provide additional funding of $32,214,000 to certain investments which may be funded from drawdowns from partners. The aforementioned commitments to investments are subject to certain terms and conditions prior to closing of the relevant transactions. There can be no assurance that such transactions will close as expected or at all.
1. FASB ASC 460-10, Guarantees Overall, requires entities to provide disclosure and, in certain circumstances, recognition of guarantees and indemnifications. In the normal course of business, the Fund enters into contracts that contain a variety of indemnification arrangements. The Fund's exposure under these arrangements, if any, cannot be quantified. However, the Fund has not had claims or losses pursuant to these indemnification arrangements and expects the potential for a material loss to be remote.
1. The Fund may, from time to time, be party to various legal matters arising in the ordinary course of business, including claims and litigation proceedings. Although the ultimate outcome of the foregoing matters, if any, cannot be ascertained at this time, it is the opinion of the General Partners, after consultation with counsel, that the resolution of such matters would not have a material adverse effect on the Fund's combined financial statements.

B2. Blackstone Capital Partners (Cayman) VII L.P. (PAC 2)

1. PAC 2 is an exempted limited partnership which was incorporated on January 22, 2016 under the laws of Cayman Islands with the corporate identification number being 84655. The registered office of PAC 2 is located at Intertrust Corporate Services (Cayman) Ltd.,190 Elgin Avenue, George Town, Grand Cayman, KY1-9005, Cayman Islands. The contact details of PAC 2 are as follows: Telephone number: +1 345 943 3100 and Fax number: +1 345 945 4757.
1. There has been no change in the name of PAC 2 since its incorporation.
1. PAC 2 is in the business of investment holding and related activities. PAC 2 is a part of the Blackstone group.
1. PAC 2 along with PAC 1 indirectly controls the Acquirer. PAC 2 is an exempted limited partnership controlled by its general partner, Blackstone Management Associates (Cayman) VII L.P. BCP VII GP L.L.C. and Blackstone LR Associates (Cayman) VII Ltd. are the general partners of Blackstone Management Associates (Cayman) VII L.P.
1. PAC 2 does not hold any Equity Shares or voting rights in the Target Company. PAC 2 has not acquired any Equity Shares after the date of the PA.
1. The securities of PAC 2 are not listed on any stock exchange in India or abroad.
1. Neither PAC 2, nor its general partner or key employees have any relationship or interest in the Target Company except for the Underlying Transaction. Further, since PAC 2 is an exempted

limited partnership, PAC 2 does not have any directors. Hence, there are no common directors on the board of the PAC 2 and the Target Company.

1. PAC 2 has not been prohibited by SEBI from dealing in securities pursuant to the terms of any directions issued under section 11B of the SEBI Act or under any regulations made under the SEBI Act.
1. PAC 2 has not been categorized as a "wilful defaulter" in terms of Regulation 2(1)(ze) of the SEBI (SAST) Regulations.
1. The compliance officer for PAC 2 is Mr. Omar Rehman (Managing Director, Legal & Compliance) (Telephone: +1 (212) 583-5006; Email: [email protected]).
1. PAC 2 was incorporated on January 22, 2016 and its operations/ investment period commenced on May 4, 2016. The key financial information of PAC 2 as at and for the period ended December 31, 2016 and the financial years ended December 31, 2017 and December 31, 2018 extracted from the audited financial statements for the respective period/ financial years are as follows:

Statement of Operations
Particulars	From May 4, 2016 toDecember 31, 2016		For the year endedDecember 31, 2017		For the year endedDecember 31, 2018
	USD	INR*	USD	INR*	USD	INR*
Total Income	-	-	-	-	-	-
Total Expenses	0.1	5.4	34.6	2,412.7	128.7	8,983.3
Net Investment Income/(Loss)	(0.1)	(5.4)	(34.6)	(2,412.7)	(128.7)	(8,983.3)
Net realized gain / (Loss)on investments	-	-	1.0	67.4	5.4	375.0
Net change in unrealizedgain / (Loss) oninvestments	-	-	62.9	4,386.6	852.5	59,496.7
Net change in unrealizedgain / (loss) on translationof liabilities in foreigncurrencies	-	-	-	-	16.4	1,145.5
Net Increase / (Decrease)in partners' capitalresulting from operations	(0.1)	(5.4)	29.2	2,041.3	745.6	52,033.9

Amount in millions, except otherwise mentioned

Statement of Financial Condition
			As of
Particulars	31-Dec-16		31-Dec-17		31-Dec-18
	USD	INR*	USD	INR*	USD	INR*
Liabilities and Partner's Capital
Liabilities:
Loans Payable	234.7	16,380.3	1,690.6	117,989.3	2,282.9	159,330.1
Accounts Payable andaccrued expenses	0.1	3.9	2.0	142.7	0.0	0.5
Management fees payable	-	-	-	-	-	-
Due to limited partners	-	-	-	-	0.0	0.1
Due to affiliates	-	-	0.7	51.8	9.6	671.5
Total Liabilities (A)	234.8	16,384.1	1,693.4	118,183.8	2,292.5	160,002.2
Partner's Capital
Limited Partners	(0.1)	(3.8)	320.7	22,382.3	3,285.4	229,298.9
General Partners	(0.0)	(0.1)	(1.1)	(77.8)	201.4	14,059.5
Total Partner's Capital(B)	(0.1)	(3.9)	319.6	22,304.5	3,486.9	243,358.4
Total liabilities andpartner's capital (A+B)	234.7	16,380.3	2,012.9	140,488.2	5,779.4	403,360.6
Assets
Investments at fair value	188.9	13,186.1	1,181.0	82,426.1	5,740.0	400,606.2
Cash and cash equivalents	0.1	4.6	14.3	995.7	8.2	570.8
Pending deal costs	-	-	804.9	56,174.0	1.4	100.6
Other assets	-	-	-	-	-	-
Deferred financing costs,net	-	-	-	-	-	-
Due from limited partners	-	-	-	-	-	-

Amount in millions, except otherwise mentioned

Statement of Financial Condition
	As of
Particulars	31-Dec-16		31-Dec-17		31-Dec-18
	USD	INR*	USD	INR*	USD	INR*
Due from affiliates	45.7	3,189.5	12.8	892.5	29.8	2,083.0
Total Assets	234.7	16,380.3	2,012.9	140,488.2	5,779.4	403,360.6

Amount in millions, except otherwise mentioned

Other Relevant Information
	As of and for the period/ financial year ended
Particulars		31-Dec-1631-Dec-17		31-Dec-18
	USD	INR*	USD	INR*	USD	INR*
Earnings per share	NA	NA	NA	NA	NA	NA
Dividend %	NA	NA	NA	NA	NA	NA

Notes

*Since the financial statements of PAC 2 are presented in United States Dollar (USD), the financial information has been converted to INR for the purpose of convenience. The conversion has been done at the rate USD 1 = INR 69.7923 as on December 31, 2018 (Source: Financial Benchmarks India Pvt. Ltd. https://www.fbil.org.in/)

Source: Certificate dated May 3, 2019 issued by Vishal Laheri & Associates, Chartered Accountants

Contingent Liabilities of PAC 2 as on December 31, 2018

1. Blackstone Capital Partners VII L.P. and its affiliated alternative investment vehicles (the "Fund 2") has contractual commitments to provide additional funding of USD 1,015,097,742 to certain investments which may be funded from drawdowns from partners. The aforementioned commitments to investments are subject to certain terms and conditions prior to closing of the relevant transactions. There can be no assurance that such transactions will close as expected or at all.
1. FASB ASC 460-10, Guarantees Overall, requires entities to provide disclosure and, in certain circumstances, recognition of guarantees and indemnifications. In the normal course of business, the Fund 2 enters into contracts that contain a variety of indemnification arrangements. The Fund 2's exposure under these arrangements, if any, cannot be quantified. However, the Fund 2 has not had claims or losses pursuant to these indemnification arrangements and expects the potential for a material loss to be remote.
1. The Fund 2 may, from time to time, be party to various legal matters arising in the ordinary course of business, including claims and litigation proceedings. Although the ultimate outcome of the foregoing matters, if any, cannot be ascertained at this time, it is the opinion of the General Partners, after consultation with counsel, that the resolution of such matters would not have a material adverse effect on the Fund 2's combined financial statements.
1. Other than PAC 1 and PAC 2, no other persons are presently acting in concert with the Acquirer and the PACs for the purposes of this Offer, within the meaning of Regulation 2(1)(q)(1) of the SEBI (SAST) Regulations. During the Offer period, the PACs may induct one or more new investors as shareholders who will not exercise "control" (as defined in the SEBI (SAST) Regulations) either on PAC 1 or PAC 2 or on the Acquirer or on the Target Company.

IV. BACKGROUND OF THE TARGET COMPANY

The Target Company was incorporated on December 22, 1982 as Essel Packagings Limited under the provisions of the Companies Act, 1956. The details of changes in name of the Target Company are provided below:

Former Name	Changed Name	Date of certificate of theRegistrar of Companies
Essel Packagings Limited	Essel Packaging Limited	September 29, 1983
Essel Packaging Limited	Essel Propack Limited	July 25, 2001

1. The Corporate Identity Number (CIN) of the Target Company is L74950MH1982PLC028947.The registered office of the Target Company is situated at P.O. Vasind, Taluka Shahpur, District Thane, Maharashtra, 421604. The contact details of the Target Company are as follows: Telephone number: +91 22 24819000, Fax number:+ 91 22 24963137.
1. The Target Company along with its subsidiaries, joint ventures and associate is engaged in the business of inter alia manufacturing, marketing and selling of extruded and laminated plastic tubes, laminates, closures and other related products and services.
1. The names of the promoter and promoter group of the Target Company as disclosed by it to the Stock Exchanges under Regulation 31 of the SEBI (LODR) Regulations, as of March 31, 2019, are as follows:
- (a) Seller (Ashok Goel Trust acting through its trustees, Ashok Goel and Kaveeta Goel)
- (b) Kaveeta Goel
- (c) Ashok Kumar Goel
- (d) Nandkishore
- (e) Ganjam Trading Company Private Limited(1)
(f) Rupee Finance and Management Private Limited(1)
(g) Pan India Paryatan Private Limited
(1) As per the NCLT order dated August 27, 2018, Ganjam Trading Company Pvt. Ltd and Rupee Finance and Management Pvt. Ltd. have been merged with Vyoman Tradelink India Private Limited. This has been reflected in the records of depositories w.e.f. April 2019.
1. The Acquirer and the PACs are not related to the promoter and promoter group of the Target Company (as disclosed in paragraph 4 above).
1. The Target Company has confirmed that other than the delayed compliance by Ganjam Trading Company Pvt. Ltd. with regard to filings under Regulation 3(4) of Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997, there are no other instances of delayed compliance under the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 and SEBI (SAST) Regulations, 2011 in the promoter build-up of the Target Company. SEBI may take such actions as appropriate under Applicable Law for such delayed compliance.
1. The total authorized share capital of the Target Company is INR 700,000,000 consisting of 350,000,000 Equity Shares of face value of Rs 2 each. The issued capital of the Target Company is INR 630,924,790 consisting of 315,462,395 Equity Shares of face value of Rs 2 each. The subscribed and paid-up share capital of the Target Company is INR 630,810,550 consisting of 315,405,275 Equity Shares of face value of Rs 2 each.
1. The share capital structure of the Target Company as of the date of the LoF is as below:

Equity Shares	No. of EquityShares/voting rights	% of EquityShares/voting rights
Fully paid up Equity Shares	315,405,275	100%
Partly paid Up Equity Shares	NIL	NIL
Total paid up Equity Shares	315,405,275	100%
Total voting rights in Target Company	315,405,275	100%

1. As on the date of the PA, the DPS and this Letter of Offer, there are no: (i) partly paid-up equity shares; and (b) outstanding convertible instruments (warrants, convertible debentures and convertible preference shares) issued by the Target Company, other than ESOSs.
1. The Expanded Voting Share Capital of the Target Company calculated in compliance with Regulation 7 of the SEBI (SAST) Regulations is as follows:

Particulars	Number ofShares	% of ExpandedVoting Share Capital
Shares outstanding as on the date of thisLoF	315,405,275	99.93%
Outstanding and vested employee stock options *	206,009	0.07%
Expanded Voting Share Capital	315,611,284	100%

The Equity Shares are listed on the BSE (Scrip Code: 500135) and the NSE (Symbol: ESSELPACK). The date of listing of the Equity Shares of the Target Company on BSE and NSE is provided below:

Sr No	Name of Stock Exchange	Date of Listing
1	BSE	October 24, 1984
2	NSE	February 11, 2002

The closing market price on the BSE and NSE on i) the date of Public Announcement (being April 22, 2019) and ii) the last trading day preceding the date of publication of the DPS (being April 26, 2019) (the DPS was published on Monday, April 29, 2019, which was a trading holiday on the Stock Exchanges due to the general elections in Mumbai. Therefore, the market price of Essel Propack Limited on the Stock Exchanges on the last trading day preceding the date of publication of the DPS, being Friday, April 26, 2019, is provided) is as follows:

Date	BSE(Rs. per share)	NSE(Rs. per share)
Date of PA (being April 22, 2019)	132.65	132.55
Last trading day preceding the date of publication of theDPS (being April 26, 2019)	137.25	137.80

1. The ISIN of Equity Shares is INE255A01020. The Equity Shares are frequently traded in terms of Regulation 2(1)(j) of the SEBI (SAST) Regulations.
1. The trading of the Equity Shares of the Target Company is currently not suspended on BSE and NSE.
1. The composition of the board of directors of the Target Company is as follows. No director on the board of directors of the Target Company is a representative of the Acquirer or PACs:

Name	DirectorIdentificationNumber	Date ofappointment	Designation
Mr. Ashok Goel	00025350	September10,1984	Chairman and ManagingDirector
Mr. Atul Goel	00013157	November 5, 2014	Non-Executive Director
Mr. Boman Moradian	00242123	March14,2006	Independent Director
Mr. Mukund Chitale	00101004	March 24, 2009	Independent Director
Ms. Radhika Pereira	00016712	July 9, 2014	Independent Director
Mr. Ramesh Chander Gupta	07531730	March14,2019	Non-Executive Director

1. The holding company of the Target Company, i.e., Whitehills Advisory Services Private Limited merged with the Target Company with effect from October 6, 2016 pursuant to a scheme of amalgamation and arrangement sanctioned by the High Court of Bombay. As per the scheme, 8,89,17,843 equity shares of face value Rs.2/- each of the transferee Company i.e. the Target Company held by the transferor Company i.e., Whitehills Advisory Services Pvt. Ltd. were cancelled. Accordingly, the share capital of Essel Propack Limited was reduced / extinguished to such extent. However, there was no change in the share capital of Essel Propack Limited as equal number of shares (8,89,17,843 equity shares of face value Rs.2/- each) held by Whitehills Advisory Services Pvt. Ltd. were issued and allotted to the shareholders of Whitehills Advisory Services Pvt. Ltd.
1. The key financial information of the Target Company as at and for the financial years ended March 31, 2018, March 31, 2017 and March 31, 2016 and for the nine months period ended December 31, 2018 is provided below. In this regard, please note that the key financial information of the Target Company as at and for the financial years ended March 31, 2018 and March 31, 2017 have been extracted from the respective audited consolidated financial statements for the said financial years and as at and for the financial year ended March 31, 2016 has been extracted from the comparative financial information in the audited consolidated financial statements as at and for the financial year ended March 31, 2017. The key financial information of the Target Company as at and for the nine months period ended December 31, 2018 has been extracted from financial statements for the said period which have been subjected to limited review, are as follows:

	For the period/ financial year ending
Particulars	31-Mar-16	31-Mar-17	31-Mar-18	Nine monthperiod fromApril 1, 2018to December31, 2018
	12 months(Audited)	12 months(Audited)	12 months(Audited)	9 months(LimitedReview)
Statement of Profit and Loss
Income from Operations	22,056.2	23,879.4	24,464.2	20,132.6
Other Income	238.2	353.0	263.7	192.4
Total Income	22,294.4	24,232.4	24,727.9	20,325.0
Total Expenditure (Excluding Depreciation,Interest and Tax)	18,018.4	19,660.5	19,816.7	16,457.1
Profit before Depreciation, Interest and Tax	4,276.0	4,571.9	4,911.2	3,867.9
Depreciation and Amortisation expense	1,231.6	1,414.8	1,670.7	1,364.8
Interest	609.1	581.2	549.1	456.9
Profit before share of associates/ joint venturesand exceptional items	2,435.3	2,575.9	2,691.4	2,046.2
Profit before Tax (after share of associates/joint ventures and exceptional items)	2,506.9	2,742.9	2,631.2	2,100.6
Total tax expense	775.7	786.9	889.1	679.3
Profit After Tax(1)	1,731.2	1,956.0	1,742.1	1,421.3
Profit Attributable to owners of the parent(excludes OCI)	1,701.0	1,903.2	1,716.0	1,401.5
Profit Attributable to Non-controlling interest(excludes OCI)	30.2	52.8	26.1	19.8
Balance Sheet
Sources of Funds
Paid Up Share Capital	314.2	314.3	314.5	-
Reserves and Surplus (excluding revaluationreserves)	9,333.6	10,075.6	12,191.4	-
Non-controlling interest	81.4	57.2	43.0	-

	For the period/ financial year ending
Particulars	31-Mar-16	31-Mar-17	31-Mar-18	Nine monthperiod fromApril 1, 2018to December31, 2018
	12 months(Audited)	12 months(Audited)	12 months(Audited)	9 months(LimitedReview)
Net Worth	9,729.2	10,447.1	12,548.9	-
Secured Loans(2)	5,863.3	6,389.6	4,801.7	-
Unsecured Loans(2)	561.1	725.1	1088.2	-
Non-Current Liability	498.7	640.6	592.5	-
Total	16,652.30	18,202.4	19,031.30	-
Uses of Funds
Net Fixed Assets	9,812.7	11,987.9	12,258.2	-
Other Non Current Assets	856.0	806.7	816.9	-
Investments	303.8	152.6	131.0	-
Net Current Assets(3)	5,679.8	5,255.2	5,825.2	-
Total	16,652.3	18,202.4	19,031.3	-
OtherFinancial Data
Earnings per share
Basic(4)	10.83	12.12	10.92	4.45**
Diluted(4)	10.83	12.05	10.89	4.45**
Dividend %(5)	110%	120%	120%	-
Return on net worth (%)	17.8%	18.7%	13.9%	-
Book Value per share(6)	61.95	66.50	79.84	-

Notes:

(1) Excludes other comprehensive income ("OCI") and includes non-controlling interest

(2) Includes current maturities of long term borrowings/ finance

(3) Excludes current maturities of long term borrowings/ finance

(4) Excludes non-controlling interest

(5) Computed as dividend proposed for the said financial year or period, paid in the subsequent year excluding dividend distribution tax divided by face value per share

(6) Computed as Net Worth (including NCI) divided by the outstanding equity shares as at the end of the respective period comprehensive income and includes non-controlling interest ** Not Annualised

Pre and Post Offer shareholding pattern of the Target Company is as follows:

S.No.	ShareholderCategory	Shareholding &Voting rights priorto SPA and Offer(4)		Shares or votingrights agreed to beacquired/through the SPA	(sold)	Shares/votingrights to beacquired in theOpen Offer(assuming fullacceptance)		Shareholding/votingrights after theacquisition underthe SPA and Offer
		(A)		(B)		(C)		(A+B+C)
		No.	%(3)	No.	%(3)	No.	%(3)	No.	%(3)
(1)	Promoter Group(2)
(a)	Parties totheagreement
i)	Ashok GoelTrust (actingthrough itstrustees, Mr.Ashok Goeland Mrs.KaveetaGoel)("Seller")	178,678,028	56.61%	(154,495,022)(5)(6)	(48.95%)(5)(6)	-	-	24,183,006(5)(6)	7.66%(5)(6)
ii)	Mr. AshokGoel	847,520	0.27%	-	-	-	-	847,520	0.27%
(b)	Promoter/PromoterGroup otherthan (a)above	250,438	0.08%	-	-	-	-	250,438	0.08%
	Total (1)=(a)+(b)	179,775,986	56.96%	(154,495,022)(5)(6)	(48.95%)(5)(6)	-	-	25,280,964(5)(6)	8.01%(5)(6)

(2)	Acquirer and PACs
(a)	Acquirer	-	-	(5)154,495,022(6)	48.95%(5)(6)	82,058,934	26.00%	236,553,956(5)(6)	74.95%(5)(6)

S.No.	ShareholderCategory	Shareholding &Voting rights priorto SPA and Offer(4)		Shares or votingrights agreed to beacquired/(sold)through the SPA		Shares/votingrights to beacquired in theOpen Offer(assuming fullacceptance)		Shareholding/votingrights after theacquisition underthe SPA and Offer
		(A)		(B)		(C)		(A+B+C)
		No.	%(3)	No.	%(3)	No.	%(3)	No.	%(3)
(b)	PAC 1	-	-	-	-	-	-	-	-
(c)	PAC 2	-	-	-	-	-	-	-	-
	Total (2) =(a)+(b)+(c)	-	-	154,495,022(5)(6)	48.95%(5) (6)	82,058,934	26.00%	236,553,956(5)(6)	74.95%(5)(6)

(3)	Parties totheagreementother thanthosementioned(1)and (2)above	-	-	-	-	-	-	-	-

(4)				Public (other than parties to agreement, Acquirer & PACs)		(1)
(a)	FIs/ MFs/FPIs/ Banks/InsuranceCompanies/AIFs	63,010,860	19.96%	-	-	(82,058,934)	(26.00%)	53,570,355	16.97%
(b)	Others	72,618,429	23.01%	-	-
	Total(4)=(a)+(b)	135,629,289	42.97%	-	-	(82,058,934)	(26.00%)	53,570,355	16.97%
	Grand Total(1)+(2)+(3)+(4)	315,405,275	99.93%					315,405,275	99.93%

Notes:

(1) As on July 12, 2019, the total number of shareholders of the Target Company in the "public category" were 36,757.

(2) The existing promoters and promoter group of the Target Company shall be re-classified to public upon consummation of the Transaction. Please refer to Paragraph 8 of Section II.A (Details of the Offer – Background to the Offer).
(3) Computed as a % of Expanded Voting Share Capital
(4) As on July 12, 2019.
(5) Please refer to Paragraph 4 of Section II.A (Details of the Offer – Background to the Offer).
(6) Computed assuming that the entire 26.00% of the Expanded Voting Share Capital is tendered and accepted in the Offer. Assuming full acceptance in the Offer, the Acquirer will acquire 154,495,022Equity Shares of the Target Company from the Seller constituting 48.95% of the Expanded Voting Share Capital pursuant to the SPA. In case no Equity Shares are validly tendered and accepted in the Offer, in terms of the SPA and subject to the terms contained therein, the Acquirer shall acquire 160,961,755 Equity Shares constituting 51.00% of the Expanded Voting Share Capital from the Seller and accordingly the post transaction holding of the Seller shall be 17,716,273 Equity Shares constituting 5.61% of the Expanded Voting Share Capital. Kindly note that the aforementioned calculations are based on the issued and outstanding equity share capital as on the date of the Letter of Offer, which may change if any vested employee stock options are exercised before the completion of the Transaction.

V. OFFER PRICE AND FINANCIAL ARRANGEMENTS

A. Justification of Offer Price

1. The Equity Shares are listed on the Stock Exchanges.
1. The trading turnover in the Equity Shares based on the trading volumes during the twelve calendar months prior to the calendar month in which the PA is made i.e. April 1, 2018 to March 31, 2019 on the BSE and NSE is as under:

Stock Exchanges	Traded turnover of EquityShares of the TargetCompany during the twelvemonths period ("A")	Weighted averagenumber of Equity Sharesduring the twelve monthsperiod ("B")	Tradingturnover %(A/B)
BSE	6,130,017	279,447,178	2.19%
NSE	34,077,326	279,447,178	12.19%

Source: Certificate dated April 26, 2019 issued by Vishal Laheri & Associates, Chartered Accountants.

1. Based on the above, the Equity Shares are frequently traded on the NSE in terms of Regulation 2(1)(j) of the SEBI (SAST) Regulations.
1. The Offer is being made at an Offer Price of INR 139.19 per Offer Share which is in accordance with Regulation 8 read with other applicable regulations of the SEBI (SAST) Regulations. In terms of Regulation 8(1) and Regulation 8(2) of the SEBI (SAST) Regulations, the Offer Price shall not be lower than the highest of the following:

Sr.No.	Particulars	Amount(In INR perEquity Share)
(a)	The highest negotiated price per share, if any, of the TargetCompany for any acquisition under the agreement attracting theobligation to make a public announcement of an open offer.	134.00
(b)	The volume-weighted average price paid or payable for anyacquisition, whether by the Acquirer or by PACs, during the fiftytwo weeks immediately preceding the PA.	Not Applicable
(c)	The highest price paid or payable for any acquisition, whether by theAcquirer or by PACs, during the twenty-six weeks immediatelypreceding the PA.	Not Applicable
(d)	The volume-weighted average market price of the Equity Shares fora period of sixty trading days immediately preceding the PA, astraded on the NSE, being the stock exchange where the maximumvolume of trading in the Equity Shares are recorded during suchperiod, provided such Equity Shares are frequently traded.	113.16
(e)	Where the Equity Shares are not frequently traded, the pricedetermined by the Acquirer, PACs and the Manager to the Offertaking into account valuation parameters including book value,comparable trading multiples, and such other parameters as arecustomary for valuation of shares of such companies.	Not Applicable
(f)	The per share value computed under Regulation 8(5), if applicable.	Not Applicable (1)

Source: Certificate dated April 26, 2019 issued by Vishal Laheri & Associates, Chartered Accountants.

Notes: (1) Not applicable since this is not an indirect acquisition.

1. The Acquirer has added an amount of INR 5.19 per Equity Share to the minimum offer price of INR 134.00 per Equity Share determined as highest of item numbers (a) to (f) in the above table for the purpose of determining the Offer Price of INR 139.19 per Offer Share.
1. In view of the parameters considered and set forth above, Offer Price of INR 139.19 per Offer Share is justified, in terms of Regulation 8 read with other applicable regulations of the SEBI (SAST) Regulations.
1. There have been no corporate actions by the Target Company warranting adjustment of the relevant price parameters under Regulation 8(9) of the SEBI (SAST) Regulations. There has been no revision in the Offer Price or Offer Size. In case of any revision in the Offer Price or Offer Size, the Acquirer and PACs shall comply with Regulations 18(4) and 18(5) of the SEBI (SAST) Regulations and other applicable provisions of the SEBI (SAST) Regulations.
1. In terms of Regulations 18(4) and 18(5) of the SEBI (SAST) Regulations, the Offer Price or the Offer Shares may be revised at any time prior to the commencement of the last 1 Working Day before the commencement of the Tendering Period. In the event of such revision, the Acquirers and PACs shall (i) make corresponding increase to the escrow amount, (ii) make public announcement in the same newspapers in which this DPS has been published, and (iii) simultaneously notify the BSE, NSE, SEBI and the Target Company at its registered office of such revision. Such revision would be done in compliance with applicable requirements prescribed under the SEBI (SAST) Regulations.
1. If the number of Equity Shares validly tendered by the Public Shareholders under this Offer is more than the Offer Size, then the Offer Shares validly tendered by the Public Shareholders will be accepted on a proportionate basis, in consultation with the Manager, subject to acquiring a maximum of 82,058,934 Equity Shares, representing 26.00% of the Expanded Voting Share Capital.

B. Financial Arrangements

1. The total consideration for the Offer Size at the Offer Price, assuming full acceptance of the Offer, is INR 11,421,783,024 ("Maximum Consideration").
1. In accordance with Regulation 17 of the SEBI (SAST) Regulations, the Acquirer has furnished an unconditional, irrevocable, and on demand bank guarantee dated April 23, 2019 from IndusInd Bank Limited (having its registered office at 2401, Gen. Thimmayya Road, Pune – 411 001, India and acting through its branch at Barakhamba Road, New Delhi, India) having bank guarantee number OGT0005190031186 of an amount of INR 1,892,179,000.00, which is in excess of the requirements specified under Regulation 17 of the SEBI (SAST) Regulations (i.e. 25% of the first INR 5,000 million of the Maximum Consideration and 10% of the remainder of the Maximum Consideration) in favor of the Manager to the Offer ("Bank Guarantee"). The Bank Guarantee is valid up to October 23, 2019. The Manager to the Offer has been duly authorised to realize the value of the aforesaid Bank Guarantee in terms of the SEBI (SAST) Regulations. The Acquirer has undertaken to extend the validity of the Bank Guarantee or make other arrangements for such period as may be required, in accordance with the SEBI (SAST) Regulations, such that the Bank Guarantee shall be valid for atleast thirty days after completion of payment of consideration to shareholders who have validly tendered their shares in acceptance of the Open Offer. The bank issuing the Bank Guarantee is neither an associate company nor a group company of the Acquirer or the Target Company.
1. Further, in accordance with Regulation 17(4) of the SEBI (SAST) Regulations, the Acquirer has opened an escrow account under the name and title of "Escrow Account – Epsilon BidCo – Essel Propack Ltd – Open Offer" ("Escrow Account") with Deutsche Bank AG, a banking corporation incorporated under the laws of the Federal Republic of Germany and having its branch office at Deutsche Bank House, Hazarimal Marg, Fort Mumbai 400 001, India (the "Escrow Agent") pursuant to an escrow agreement dated April 22, 2019 ("Escrow Agreement") and have made a cash deposit in such Escrow Account of INR 114,217,830.71 (being 1% of the total consideration payable under the Offer assuming full acceptance) ("Cash Escrow"). In terms of the Escrow

Agreement, the Manager has been authorized to operate the Escrow Account in accordance with the SEBI (SAST) Regulations. The cash deposit has been confirmed by the Escrow Agent by way of a confirmation letter dated April 23, 2019.

1. The Acquirer has received a commitment letter, pursuant to which the PACs have undertaken to provide the Acquirer with the necessary finances to meet the payment obligations under the Offer. The PACs have confirmed that they have available capital resources for the purpose of providing such commitment. The Acquirer has also vide letter dated April 22, 2019 confirmed that, based on the aforementioned, it has sufficient means and capability for the purpose of fulfilling its obligations under the Offer and that it has firm arrangements for funds to fulfil the payment obligations under the Offer. After considering the aforementioned, Vishal Laheri & Associates, Chartered Accountants (Mr Vishal R Laheri, Partner, Membership No. 115033)(Address:81, Nirmal's Nest, Devidas Road, Borivali- West, Mumbai-400103; Telephone No.:+91 22 69408000; Email:[email protected]), vide certificate dated April 22, 2019, have certified that the Acquirer has adequate financial resources for fulfilling its obligations under the Offer.
1. Based on the above, the Manager to the Offer is satisfied that firm arrangements have been put in place by the Acquirer and PACs to fulfill the obligations in relation to this Offer through verifiable means in accordance with the SEBI (SAST) Regulations.
1. In case of any upward revision in the Offer Price or the Offer Size, corresponding increase to the escrow amounts as mentioned above in this Part shall be made by the Acquirer in terms of Regulation 17(2) of the SEBI (SAST) Regulations, prior to effecting such revision.

VI. TERMS AND CONDITIONS OF THE OFFER

1. The Offer is being made by the Acquirer and PACs to (i) all the Public Shareholders, whose names appear in the register of members of the Target Company as of the close of business on the Identified Date; and (ii) those persons (other than (a) the Acquirer and the PACs; (b) parties to the SPA; and (c) the persons deemed to be acting in concert with the persons set out in (a) and (b)) who acquire the Equity Shares any time prior to the date of the closure of the Tendering Period for this Offer.
1. The Identified Date for this Open Offer as per the schedule of key activities is Monday, July 15, 2019. In terms of the schedule of key activities, the Tendering Period for the Open Offer shall commence on Monday, July 29, 2019 and close on Friday, August 9, 2019.
1. The Offer is not conditional on any minimum level of acceptance.
1. The Public Shareholders may tender their Equity Shares in the Offer at any time from the commencement of the Tendering Period but prior to the closure of the Tendering Period. The Acquirer has up to ten (10) Working Days from the closure of the Tendering Period to pay the consideration to the Public Shareholders whose Equity Shares are accepted in the Offer.
1. The Public Shareholders who tender their Equity Shares in this Offer shall ensure that they have good and valid title on the Offer Shares. The Public Shareholders who tender their Equity Shares

in this Offer shall ensure that the Offer Shares are clear from all liens, charges and encumbrances. The Offer Shares will be acquired, subject to such Offer Shares being validly tendered in this Offer, together with all the economic, voting and beneficial rights attached thereto, including all the rights to dividends, bonuses and right offers declared thereof, and the tendering Public Shareholders shall have obtained all necessary consents required by them to tender the Offer Shares.

1. The acquisition of Equity Shares under the Offer from all Public Shareholders (resident and nonresident) is subject to all approvals required to be obtained by such Public Shareholders in relation to the Offer and the transfer of Equity Shares held by them to the Acquirer. Further, if the Public Shareholders who are not persons resident in India require or had required any approvals in respect of the transfer of Equity Shares held by them, they will be required to submit such previous approvals that they would have obtained for holding the Equity Shares, to tender the Equity Shares held by them pursuant to this Offer, along with the other documents required to be tendered to accept this Offer. In the event such prior approvals are not submitted, the Acquirer and/or PACs reserve their right to reject such Equity Shares tendered in this Offer. If the Equity Shares are held under general permission of the RBI, the non-resident Public Shareholder should state that the Equity Shares are held under general permission and clarify whether the Equity Shares are held on repatriable basis or non-repatriable basis.
1. The Target Company does not have any Equity Shares which are currently locked-in.
1. In terms of Regulation 18(9) of the SEBI (SAST) Regulations, the Public Shareholders who tender their Equity Shares in acceptance of this Offer shall not be entitled to withdraw such acceptance during the Tendering Period.
1. The instructions, authorisations and provisions contained in the Form of Acceptance-cum-Acknowledgement constitute an integral part of the terms and conditions of this Offer. The Public Shareholders can write to the Registrar to the Offer / Manager to the Offer requesting for the Letter of Offer along with Form of Acceptance-cum-Acknowledgement. Alternatively, the Letter of Offer along with the Form of Acceptance cum Acknowledgement is also expected to be available at SEBI's website, www.sebi.gov.in, and the Public Shareholders can also apply by downloading such forms from the website.
1. Public Shareholders to whom the Offer is being made are free to tender their shareholding in the Target Company in whole or in part while accepting the Offer. The acceptance must be unconditional and should be absolute and unqualified.
1. The marketable lot for the Equity Shares of the Target Company for the purpose of this Offer shall be 1 (one).
1. There has been no revision in the Offer Price or Offer Size as of the date of this LoF. The Acquirer reserve the right to revise the Offer Price and/or the number of Offer Shares upwards at any time prior to the commencement of 1 (one) Working Day prior to the commencement of the Tendering Period, in accordance with the SEBI (SAST) Regulations. In the event of such revision, in terms of Regulation 18(5) of the SEBI (SAST) Regulations, the Acquirer and the PACs shall (i) make a

corresponding increase to the escrow amount, (ii) make a public announcement in the same newspapers in which the DPS was published, and (iii) simultaneously notify Stock Exchanges, SEBI and the Target Company at its registered office. In case of any revision of the Offer Price, the Acquirer / PACs would pay such revised price for all the Equity Shares validly tendered at any time during the Open Offer and accepted under the Open Offer in accordance with the terms of the LOF.

1. Any Equity Shares that are subject matter of litigation or are held in abeyance due to pending court cases/attachment orders/restriction from other statutory authorities wherein the Public Shareholder may be precluded from transferring the Equity Shares during pendency of the said litigation, are liable to be rejected if directions/orders are passed regarding the free transferability of such Equity Shares tendered under the Open Offer prior to the date of closure of the Tendering Period.
1. The Underlying Transaction (which triggered the Offer) is a Foreign Direct Investment under the terms of the FEMA Regulations. Under Regulation 5(1) read with Schedule 1 of the FEMA Regulations, a person resident outside India is permitted to purchase the equity shares of a listed Indian company on the stock exchange if such person has already acquired control of such Indian listed company in accordance with the SEBI (SAST) Regulations. Accordingly, the Acquirer (being a person resident outside India) is not permitted to purchase the Equity shares on the stock exchange under the mechanism for acquisition of equity shares specified in SEBI circular CIR/CFD/POLICYCELL/2015 dated April 13, 2015 ("SEBI Circular") and SEBI circular CFD/DCR2/CIR/P/2016/131 dated December 9, 2016. Further, as provided in the SEBI Circular, the Acquirer shall be following the "tender offer method" for acquisition of the Offer Shares. Accordingly, securities transaction tax will not be applicable to the Equity Shares accepted in this Offer and the Public Shareholders whose Equity Shares have been validly tendered and accepted may be subject to applicable capital gains tax. The Public Shareholders are advised to consult their respective tax advisors for assessing the tax liability, pursuant to this Offer, or in respect of other aspects such as the treatment that may be given by their respective assessing officers in their case, and the appropriate course of action that they should take.
1. All the Equity Shares validly tendered under this Offer to the extent of the Offer Size will be acquired by the Acquirer in accordance with the terms and conditions set forth in this Letter of Offer and subject to the conditions specified in the SPA.
1. The Acquirer and the PACs shall not be (nor shall any persons deemed to be acting in concert with the Acquirer be) responsible in any manner for any loss of documents during transit and the Public Shareholders are advised to adequately safeguard their interests in this regard.

A. Eligibility for accepting the Offer

The Letter of Offer (along with the Form of Acceptance-cum-Acknowledgement) is being sent to all Public Shareholders whose names appear in register of members of the Target Company at the close of business hours on the Identified Date. Accidental omission to dispatch the LoF to any person to whom the Offer is made or the non-receipt or delayed receipt of the LoF by any such person will not invalidate the Offer in any way.

1. All Public Shareholders who own Equity Shares and are able to tender such Equity Shares in this Offer at any time before the closure of the Tendering Period, are eligible to participate in this Offer.
1. The acceptance of this Offer by the Public Shareholders must be absolute and unqualified. Any acceptance to this Offer which is conditional or incomplete in any respect will be rejected without assigning any reason whatsoever.
1. All Public Shareholders, (including resident or non-resident shareholders) must obtain all requisite approvals required, if any, to tender the Offer Shares (including without limitation, the approval from the RBI) held by them, in the Offer and submit such approvals, along with the other documents required to accept this Offer. In the event such approvals are not submitted, the Acquirer and the PACs reserve the right to reject such Equity Shares tendered in this Offer. Further, if the holders of the Equity Shares who are not persons resident in India had required any approvals (including from the RBI, or any other regulatory body) in respect of the Equity Shares held by them, they will be required to submit such previous approvals, that they would have obtained for holding the Equity Shares, to tender the Offer Shares held by them, along with the other documents required to be tendered to accept this Offer. In the event such approvals are not submitted, the Acquirer and PACs reserve the right to reject such Offer Shares.
1. The acceptance of this Offer is entirely at the discretion of the Public Shareholder(s).
1. The acceptance of Equity Shares tendered in this Offer will be made by the Acquirer in consultation with the Manager to the Offer. If the number of Equity Shares validly tendered by the Public Shareholders under this Offer is more than the Offer Size, then the Offer Shares validly tendered by the Public Shareholders will be accepted on a proportionate basis, subject to acquisition a maximum of 82,058,934 Equity Shares, representing 26.00% of the Expanded Voting Share Capital, in consultation with the Manager to the Offer.
1. For any assistance please contact the Manager to the Offer or the Registrar to the Offer.

B. Statutory and other approvals

The consummation of the Underlying Transaction and the Offer is subject to the receipt of all Anti-Trust and Foreign Investment Approvals. Further, there are Other Governmental Approvals required to consummate the Underlying Transaction. The Offer shall also be subject to such Other Governmental Approvals (which may be waived by the Acquirer at its discretion). To the best of the knowledge of the Acquirer and the PACs, there are no other statutory or governmental approvals required for the consummation of the Underlying Transaction and the Offer. If any other statutory or governmental approval(s) are required or become applicable prior to completion of the Offer, the Underlying Transaction and the Offer would also be subject to such other statutory or other governmental approval(s) and the Acquirer and/ or the PACs shall make the necessary applications for such other approvals. Other than the Anti-Trust and Foreign Investment Approvals and the Other Governmental Approvals, the Transaction is also subject to the satisfaction of Identified SPA Conditions (which may be waived by the Acquirer at its discretion). For further details, refer to Paragraph 5(b) of Section II.A (Details of the Offer – Background to the Offer).

2. Status of statutory and other approvals

(a) All the Anti-Trust and Foreign Investment Approvals, specified below, have been obtained or deemed by Applicable Laws to have been obtained:
- (i) Competition Commission of India
- (ii) State Administration for Market Regulation of the People's Republic of China
- (iii) Federal Competition Authority of Austria
- (iv) Commission for the Protection of Competition of Bulgaria
- (v) Superintendence of Industry and Commerce of Colombia
- (vi) Federal Cartel Office of Germany
- (vii) Competition Authority of Kenya
- (viii) Office for Competition and Consumer Protection of Poland
- (ix) Federal Antimonopoly Service of Russia
- (x) Federal Ministry for Economic Affairs and Energy of Germany
(b) In relation to the Other Governmental Approvals, please see below the status below:
- (i) The condition that the Target Company shall obtain a consent in writing, from the Assam Pollution Control Board, has been satisfied.
- (ii) The condition that the Target Company shall obtain a no-objection certificate for change in control of the Target Company from the Goa Industrial Development Corporation in connection with lease deeds dated (i) 21 June 2006 bearing registration number 716/2000; and (ii) 20 December 2000 bearing registration number 51/2000, has been waived for the consummation of the Offer.
1. If (a) any other statutory approval as specified in Paragraph 1 of Section VI.B (Statutory and other approvals) above is not obtained or granted; or (b) any Identified SPA Condition, is not satisfied, as applicable, the Acquirer and/or the PACs may rescind the SPA and withdraw the Offer in terms of Regulation 23 of the SEBI (SAST) Regulations. In the event of the SPA being rescinded and a withdrawal of this Offer, a public announcement will be made within two Working Days of such withdrawal, in the same newspapers in which the DPS has been published and such public announcement will also be sent to the Stock Exchanges, SEBI and the Target Company at its registered office.
1. In case of delay in receipt of any statutory approval or other governmental approval that may be required by the Acquirer and/ or PACs, SEBI may, if satisfied, grant an extension of time to the Acquirer and/ or PACs for making payment of the consideration to the Public Shareholders whose Offer Shares have been accepted in the Offer, subject to such terms and conditions as may be specified by SEBI, including payment of interest in accordance with Regulation 18(11) of the SEBI (SAST) Regulations.
1. Where any statutory approval extends to some but not all of the Public Shareholders, the Acquirer and/ or PACs shall have the option to make payment to such Public Shareholders in respect of whom no statutory approvals are required in order to complete this Offer.
1. All Public Shareholders, (including resident or non-resident shareholders) must obtain all requisite approvals required to be obtained by such Public Shareholders in relation to the Offer and the transfer of Equity Shares held by them to the Acquirer, and submit such approvals, along with the other documents required to accept this Offer. In the event such approvals are not submitted, the Acquirer and the PACs reserve the right to reject such Equity Shares tendered in this Offer. Further, if the holders of the Equity Shares who are not persons resident in India had required any approvals (including from the RBI, or any other regulatory body) in respect of the Equity Shares held by them, they will be required to submit such previous approvals, that they would have obtained for holding the Equity Shares, to tender the Offer Shares held by them, along with the other documents required to be tendered to accept this Offer. In the event such approvals are not submitted, the Acquirer and PACs reserve the right to reject such Offer Shares.

VII. PROCEDURE FOR ACCEPTANCE AND SETTLEMENT OF THE OFFER

1. A tender of Equity Shares pursuant to any of the procedures described in the Letter of Offer will constitute a binding agreement between the Acquirer and the tendering holder, including the tendering holder's acceptance of the terms and conditions of the Letter of Offer.
1. The Offer is made to the Public Shareholders as defined in this LoF. While the Letter of Offer shall be dispatched to the Public Shareholders of the Target Company whose name appears in the register of members of the Target Company as of the Identified Date, all Public Shareholders holding Equity Shares in dematerialised form are eligible to participate in the Offer at any time during the Tendering Period.
1. Public Shareholders who wish to accept the Offer and tender their Equity Shares can send/deliver the Form of Acceptance-cum-Acknowledgment duly signed along with all the relevant documents (envelope should be super-scribed "Unit : Essel Propack Offer") at any of the collection centers of the Registrar to the Offer mentioned below during the working hours on or before the date of closure of the Tendering Period in accordance with the procedure as set out in this Letter of Offer:

S.No.	City	ContactPerson	Address	Telephone/email/fax	Mode
1.	Mumbai	Mr. SumeetDeshpande	Link Intime India Pvt.Ltd.,C-101, 247 Park, LBSMarg,Vikhroli(W),Mumbai -400 083	Tel: 022-49186200E-mail:[email protected]o.inFax: 022 -4918 6195	HandDelivery/ courier/registeredpost
2.	NewDelhi	Mr. BharatBhushan	Link Intime India Pvt.Ltd.,NobleHeights,1st	Tel:011-41410592/93/94E-mail:[email protected]	HandDelivery

S.No.	City	ContactPerson	Address	Telephone/email/fax	Mode
		BlockLSC,NearSavitriMarket,Janakpuri , New Delhi -110058		Floor,PlotNH2,C-1		o.inFax: 011-41410591
3.	Kolkata	Mr KuntalMustafi	Link Intime India Pvt.Ltd.,Fort Burlow, 3rd Floor,Room No. 559-C,ChowringheeRoad,Kolkata–700020	Tel: (033) 2289 0539/2289 0540E-mail:[email protected]o.inFax: (033) 2289 0539	HandDelivery
4.	Chennai	Mrs. SollySoy	Link Intime India Pvt.Ltd.,C/o SAS PartnersCorporate AdvisorsPrivate Limited, #12,3rd Floor, RMSApartments,Gopalakrishna Street,Pondy Bazar, T Nagar,Chennai-17	Tel: 044-2815 2672/ 2815 2673E-mail:[email protected]o.inFax: 022 -4918 6195	HandDelivery
5.	Bangalore	Mr.NagendraRao	Link Intime India Pvt.Ltd.,543/A, 7TH Main, 3rdCross,S.L.BhyrappaRoad,Hanumanthanagar,Bangalore -560 019	Tel: 080-26509004E-mail:[email protected]o.inFax:022 -4918 6195Tele Fax: 080-26509004	HandDelivery

Note: For hand delivery the collections centre timings will be all Working Days anytime between Monday to Friday 10:00 AM to 1:00 PM and 2:00 PM to 4:30 PM, except public holidays.

1. Equity Shares should not be submitted/ tendered to the Manager to the Offer, the Acquirer or the Target Company.
1. Applicants who cannot hand deliver their documents at the collection centre referred to above, may send the same by registered post with acknowledgement due or by courier, at their own risk and cost, to the Registrar to the Offer at its address, M/s. Link Intime India Private Limited, Unit - Essel Propack – Offer, (Address: C-101, 247 Park, L.B.S. Marg, Vikhroli (West), Mumbai 400 083, India; Telephone number:+91 22 49186200; Fax number: +91 22 49186195; Email: [email protected]; and Contact Person: Mr. Sumeet Deshpande).
1. Public Shareholders who have acquired the Equity Shares but whose names do not appear in the register of members of the Target Company on the Identified Date or those who have not received the Letter of Offer, may participate in this Offer by submitting an application on a plain paper giving details set out below and in the Letter of Offer. In the alternate, such holders of the Equity Shares may apply in the form of acceptance-cum-acknowledgement in relation to this Offer that will be annexed to the Letter of Offer, which may also be obtained from the SEBI website (http://www.sebi.gov.in/) or from M/s Link Intime India Private Limited ("Registrar to the Offer"). The application is to be sent to the Registrar to the Offer at any of the collection centres that shall be mentioned in the Letter of Offer, so as to reach the Registrar to the Offer during business hours on or before 4:30 p.m. on the date of closure of the tendering period of this Offer, together with:
- (a) the DP name, DP ID, account number together with a photocopy or counterfoil of the delivery instruction slip in "off-market" mode duly acknowledged by the DP for transferring the Equity Shares to the special depository account ("Escrow Demat Account"), as per the details given below:

Name of the Depository Participant	Ventura Securities Limited
DP ID	IN303116
Client ID	12891848
Account Name	LIIPLESSELPROPACKOPENOFFERESCROW DEMAT ACCOUNT
Depository	NSDL
Mode of Instruction	Off Market

Note: Shareholders having their beneficiary account with Central Depository Services Limited ("CDSL") must use the inter-depository delivery instruction slip for the purpose of crediting their equity shares of the Target Company in favour of the Escrow Demat Account.

(b) As per the provisions of Regulation 40(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and SEBI PR 51/2018 dated December 3, 2018, requests for transfer of securities shall not be processed unless the securities are held in dematerialised form with a depository w.e.f. April 1, 2019. Accordingly, the Public Shareholders who are holding equity shares in physical form and are desirous of tendering their equity shares in the Offer can do so only after the equity shares are dematerialised. Such Public Shareholders are advised to approach any depository participant to have their equity shares dematerialised.

1. Documents to be delivered by all Public Shareholders holding equity shares in the DEMATERIALISED FORM:
- (i) Form of Acceptance-cum-Acknowledgement duly completed and signed in accordance with the instructions contained therein by all the beneficial holders of the Equity Shares, as per the records of the DP.
- (ii) Photocopy of the Delivery Instruction in "off-market" mode or counterfoil of the delivery instruction slip in "off-market" mode, duly acknowledged by the DP.

Please note the following:

(i) For each delivery instruction, the Beneficial Owner should submit a separate Form of Acceptance-cum-Acknowledgment.
(ii) The Registrar to the Offer is not bound to accept those acceptances, for which corresponding Equity Shares have not been credited to the above Escrow Demat Account or for Equity Shares that are credited in the above Escrow Demat Account but the corresponding Form of Acceptance-cum- Acknowledgment has not been received as on the date of closure of the Offer.
1. Non-resident Public Shareholders should, in addition to the above, enclose copy(ies) of any permission(s) received from the RBI or any other regulatory authority to acquire Equity Shares held by them in the Target Company. Erstwhile OCBs are requested to seek a specific approval of the RBI for tendering their Equity Shares in the Offer and a copy of such approval must be provided along with other requisite documents in the event that any Public Shareholder who is an erstwhile OCB tenders its Equity Shares in the Open Offer. In case the above approvals from the RBI are not submitted, the Acquirer reserves the right to reject such Equity Shares tendered.
1. Public Shareholders who have sent the Equity Shares held by them for dematerialisation need to ensure that the process of dematerialisation is completed in time for the credit in the Escrow Demat Account, to be received on or before the closure of the Tendering Period or else their application will be rejected.
1. Equity Shares that are subject to any charge, lien or any other form of encumbrance are liable to be rejected in the Offer.
1. Applications in respect of Equity Shares that are the subject matter of litigation wherein the Public Shareholders of the Target Company may be prohibited from transferring such Equity Shares during the pendency of the said litigation are liable to be rejected if the directions/orders regarding such Equity Shares are not received together with the Equity Shares tendered under the Offer. The Letter of Offer in some of these cases, wherever possible, will be forwarded to the concerned statutory authorities for further action by such authorities.
1. The Public Shareholders should also provide all relevant documents which are necessary to ensure transferability of the Equity Shares in respect of which the application is being sent. Such documents may include, but are not limited to:
- (a) Duly attested death certificate and succession certificate/probate/letter of administration (in case of single Public Shareholder) if the original Public Shareholder has expired;
- (b) Duly attested power of attorney if any person apart from the Public Shareholder has signed the acceptance form and/or transfer deed(s);
- (c) No objection certificate from any lender, if the Equity Shares in respect of which the acceptance is sent, were under any charge, lien or encumbrance;
- (d) In case of companies, the necessary corporate authorisation (including certified copy of board and/or general meeting resolution(s)); and
- (e) Any other relevant documents.
1. In the event the number of Equity Shares validly tendered in the Offer by the Public Shareholders are more than the Equity Shares to be acquired under the Offer, the acquisition of Equity Shares from each Public Shareholder will be on a proportionate basis in such a way that the acquisition from any Public Shareholder shall not be less than the minimum marketable lot, or the entire holding if it is less than the marketable lot. The minimum marketable lot for the Equity Shares is one Equity Share.
1. Subject to the receipt of such approvals as mentioned in Paragraph B of Section VI (Terms and Conditions of the Offer) and Paragraph 5(b) of Section II.A (Details of the Offer – Background to the Offer), the Acquirer and the PACs intends to complete all formalities, including the payment of consideration within a period of ten (10) Working Days from the closure of the Tendering Period and for the purpose open a special account as provided under Regulation 21(1) of the SEBI (SAST) Regulations, provided that where the Acquirer are unable to make the payment to the Public Shareholders who have accepted the Offer before the said period of ten (10) Working Days due to non-receipt of such approvals, SEBI may, if satisfied that non-receipt of such approvals was not due to any wilful default or neglect of the Acquirer or failure of the Acquirer to diligently pursue the applications for such approvals (where applicable), grant extension of time for the purpose, subject to the Acquirer agreeing to pay interest to the Public Shareholders for delay beyond such ten (10) Working Days period, as may be specified by SEBI from time to time.
1. The unaccepted documents in relation to transfer of Equity Shares, if any, would be returned by registered post or by ordinary post or courier at the Public Shareholders' sole risk. Unaccepted Equity Shares held in dematerialised form will be credited back to the Beneficial Owners' depository account with the respective depository participant as per details received from their depository participant. It will be the responsibility of the Public Shareholders to ensure that the unaccepted Equity Shares are accepted by their respective depository participants when transferred by the Registrar to the Offer. Public Shareholders holding Equity Shares in dematerialised form are requested to issue the necessary standing instruction for the receipt of the credit, if any, in their

DP account. Public Shareholders should ensure that their depository account is maintained till all formalities pertaining to the Offer are completed.

1. The Registrar to the Offer will hold in trust the Form of Acceptance, Equity Shares, and/or other documents on behalf of the Public Shareholders of the Target Company who have accepted the Offer, until the warrants/cheques/drafts for the consideration are dispatched and unaccepted share certificate/Equity Shares, if any, are dispatched/returned to the relevant Public Shareholders.
1. Payment to those Public Shareholders whose tendered Equity Shares are found valid and in order and are approved by the Acquirer, will be done by obtaining the bank account details from the beneficiary position download to be provided by the depositories and the payment shall be processed with the said bank particulars, and not any details provided in the Form of Acceptancecum-Acknowledgment. The decision regarding (i) the acquisition (in part or full), of the Equity Shares tendered pursuant to the Offer, or (ii) rejection of the Equity Shares tendered pursuant to the Offer along with any corresponding payment for the acquired Equity Shares will be dispatched to the Public Shareholders by registered post or by ordinary post or courier as the case may be, at the Public Shareholder's sole risk. Equity Shares held in dematerialised form to the extent not acquired will be credited back to the respective beneficiary account with their respective Depository Participants as per the details furnished by the Beneficial Owners in the Form of Acceptance-cum-Acknowledgment.
1. For Public Shareholders who do not opt for electronic mode of transfer or whose payment consideration is rejected/not credited through DC/NEFT/RTGS, due to technical errors or incomplete/incorrect bank account details, payment consideration will be dispatched through registered post or by ordinary post or courier at the Public Shareholder's sole risk.
1. All cheques/demand drafts/pay orders will be drawn in the name of the first holder, in case of joint holder(s).
1. In case of rejection of Equity Shares tendered for any reason, the documents, if any, will be returned by registered post or ordinary post or courier at the Public Shareholder's sole risk as per the details provided in the Form of Acceptance-cum-Acknowledgement. Equity Shares held in dematerialised form, to the extent not accepted, will be returned to the Beneficial Owner to the credit of the Beneficial Owner's DP account with the respective DP as per the details furnished by the Beneficial Owner(s) in the Form of Acceptance-cum-Acknowledgement.
1. A copy of the Letter of Offer (including Form of Acceptance-cum-Acknowledgment) is expected to be available on SEBI's website (http://www.sebi.gov.in) during the period the Offer is open and may also be downloaded from the site.

VIII. TAX PROVISIONS

THE SUMMARY OF THE TAX CONSIDERATIONS IN THIS SECTION ARE BASED ON THE CURRENT PROVISIONS OF THE INCOME-TAX ACT, 1961 AND THE

REGULATIONS THEREUNDER INCLUDING BUDGET PROPOSALS AS PER THE FINANCE (NO 2) BILL, 2019 ("BUDGET PROPOSALS"). THE LEGISLATIONS, THEIR JUDICIAL INTERPRETATION AND THE POLICIES OF THE REGULATORY AUTHORITIES ARE SUBJECT TO CHANGE FROM TIME TO TIME, AND THESE MAY HAVE A BEARING ON THE IMPLICATIONS LISTED BELOW. ACCORDINGLY, ANY CHANGE OR AMENDMENTS IN THE LAW OR RELEVANT REGULATIONS WOULD NECESSITATE A REVIEW OF THE BELOW.

THE JUDICIAL AND THE ADMINISTRATIVE INTERPRETATIONS THEREOF, ARE SUBJECT TO CHANGE OR MODIFICATION BY SUBSEQUENT LEGISLATIVE, REGULATORY, ADMINISTRATIVE OR JUDICIAL DECISIONS. ANY SUCH CHANGES COULD HAVE DIFFERENT INCOME-TAX IMPLICATIONS. THIS NOTE ON TAXATION SETS OUT THE PROVISIONS OF LAW IN A SUMMARY MANNER ONLY AND IS NOT A COMPLETE ANALYSIS OR LISTING OF ALL POTENTIAL TAX CONSEQUENCES OF THE DISPOSAL OF EQUITY SHARES.

THE IMPLICATIONS ARE ALSO DEPENDENT ON THE SHAREHOLDERS FULFILLING THE CONDITIONS PRESCRIBED UNDER THE PROVISIONS OF THE RELEVANT SECTIONS UNDER THE RELEVANT TAX LAWS. IN VIEW OF THE PARTICULARISED NATURE OF INCOME-TAX CONSEQUENCES, SHAREHOLDERS ARE REQUIRED TO CONSULT THEIR TAX ADVISORS FOR THE APPLICABLE TAX PROVISIONS INCLUDING THE TREATMENT THAT MAY BE GIVEN BY THEIR RESPECTIVE TAX OFFICERS IN THEIR CASE AND THE APPROPRIATE COURSE OF ACTION THAT THEY SHOULD TAKE.

THE ACQUIRER DOES NOT ACCEPT ANY RESPONSIBILITY FOR THE ACCURACY OR OTHERWISE OF SUCH ADVICE. THEREFORE, SHAREHOLDERS CANNOT RELY ON THIS ADVICE AND THE SUMMARY OF INCOME-TAX IMPLICATIONS, RELATING TO THE TREATMENT OF INCOME-TAX IN THE CASE OF TENDERING OF LISTED EQUITY SHARES IN OPEN OFFER, AS SET OUT BELOW SHOULD BE TREATED AS INDICATIVE AND FOR GUIDANCE PURPOSES ONLY.

1. General:

(a) Securities transaction tax will not be applicable to the Equity Shares accepted in this Offer.
(b) The basis of charge of Indian income-tax depends upon the residential status of the taxpayer during a tax year. The Indian tax year runs from April 1 until March 31. A person who is an Indian tax resident is liable to income-tax in India on his worldwide income, subject to certain tax exemptions, which are provided under the Income Tax Act, 1961 as amended from time to time ("Income Tax Act" or the "IT Act"). A person who is treated as a non-resident for Indian income-tax purposes is generally subject to tax in India only on such person's India-sourced income (i.e. income which accrues or arises or deemed to

accrue or arise in India) as also income received by such persons in India. In case of shares of a company, the source of income from shares will depend on the "situs" of such shares. As per judicial precedents, generally the "situs" of the shares is where a company is "incorporated" and where its shares can be transferred.

(c) Accordingly, since the Target Company is incorporated in India, the Target Company's shares should be deemed to be "situated" in India and any gains arising to a non-resident on transfer of such shares should be taxable in India under the Income Tax Act.
(d) Further, the non-resident shareholder can avail benefits of the Double Taxation Avoidance Agreement ("DTAA") between India and the respective country of which the said shareholder is tax resident subject to satisfying relevant conditions including nonapplicability of General Anti-Avoidance Rule ("GAAR") and providing and maintaining necessary information and documents as prescribed under the Income Tax Act.
(e) The Income Tax Act also provides for different income-tax regimes/ rates applicable to the gains arising from the tendering of shares under the Offer, based on the period of holding, residential status, classification of the shareholder and nature of the income earned, etc.
(f) The summary of income-tax implications on tendering of listed equity shares is set out below. All references to equity shares herein refer to listed equity shares unless stated otherwise.
2. Classification of Shareholders: Shareholders can be classified under the following categories:
- (a) Resident Shareholders being:
  - (i) Individuals, Hindu Undivided Family (HUF), Association of Persons ("AOP") and Body of Individuals ("BOI")
  - (ii) Others
- (b) Non-Resident Shareholders being:
  - (i) Non-Resident Indians (NRIs)
  - (ii) Foreign Institution Investors (FIIs) / Foreign Portfolio Investors (FPIs)
  - (iii) Others:
    - A. Company
    - B. Other than company
3. Classification of Income: Shares can be classified under the following two categories
- (a) Shares held as investment (Income from transfer taxable under the head "Capital Gains")

(b) Shares held as stock-in-trade (Income from transfer taxable under the head "Profits and Gains from Business or Profession")

4. Taxability of Capital Gains in the hands of shareholders

(a) Gains arising from the transfer of shares may be treated either as "capital gains" or as "business income" for income-tax purposes, unless specifically exempted, depending upon whether such shares were held as a capital asset or trading asset (i.e. stock-in-trade).
(b) As per the current provisions of the IT Act, where the shares are held as investments (i.e. capital assets), income arising from the transfer of such shares is taxable under the head "Capital Gains". Further, Section 2(14) of the IT Act has provided for deemed characterization of securities held by FPIs as capital assets, whether or not such assets have been held as a capital asset; and therefore, the gains arising in the hands of FPIs will be taxable in India as capital gains. Capital Gains in the hands of shareholders would be computed as per provisions of Section 48 of the IT Act.
(c) Period of holding: Depending on the period for which the shares are held, the gains would be taxable as "short-term capital gain/ STCG" or "long-term capital gain/ LTCG":
- In respect of equity shares held for a period less than or equal to 12 (Twelve) months prior to the date of transfer, the same should be treated as a "short-term capital asset", and accordingly the gains arising therefrom should be taxable as "STCG".
- Similarly, where equity shares are held for a period more than 12 (Twelve) months prior to the date of transfer, the same should be treated as a "long-term capital asset", and accordingly the gains arising therefrom should be taxable as "LTCG".
(d) The Finance Act, 2018 ("Finance Act"), vide Section 112A, has imposed an income tax on long-term capital gains @ 10% on transfer of equity shares that are listed on a recognized stock exchange, which have been held for more than 12 (Twelve) months and have been subject to securities transaction tax ("STT") upon both acquisition and sale.

However, since STT will not be applicable to the Equity Shares transferred in this Offer, the provisions of Section 112A of the IT Act shall not be applicable.

(e) Where LTCG arising from tendering of Equity Shares in the Offer does not fall under the provisions of Section 112A, such LTCG shall be subject to tax as follows:
- (i) LTCG will be chargeable to tax at rate of up to 20% (plus applicable surcharge and cess) in the case of a non-resident shareholder (other than a FPI/FII, or a NRI who is governed by the provisions of Chapter XII-A of the Income Tax Act) in accordance with provisions of section 112 of the IT Act.
(ii) In the case of FIIs/FPIs, LTCG would be taxable at 10% (plus applicable surcharge and cess) in accordance with provisions of section 115AD of the IT Act.
(iii) For a NRI who is governed by the provisions of Chapter XII-A of the Income Tax Act, LTCG would be taxable at 10% (plus applicable surcharge and cess) under Section 115E of the Income Tax Act.
(iv) For a resident shareholder, an option is available to pay tax on such LTCG at either 20% (plus applicable surcharge and cess) with indexation or 10% (plus applicable surcharge and cess) without indexation.
(f) Further, any gain realized on the sale of listed equity shares held for a period of 12 (twelve) months or less, which are transferred, will be subject to short term capital gains tax and shall be leviable to tax at the rates prescribed in First Schedule to the Finance Act (i.e. normal tax rates applicable to different categories of persons).
(g) Minimum alternate tax ("MAT") implications will get triggered in the hands of a resident corporate shareholder. Foreign companies will not be subject to MAT if the country of residence of such of the foreign country has entered into a DTAA with India and such foreign company does not have a permanent establishment in India in terms of the DTAA.
(h) Taxability of capital gain arising to a non-resident in India from the transfer of equity shares shall be determined basis the provisions of the Income Tax Act or the DTAA entered between India and the country of which the non-resident seller is resident, whichever is more beneficial, subject to fulfilling relevant conditions and maintaining & providing necessary documents prescribed under the Income Tax Act.
5. Taxability of business income in hands of shareholders (Shares held as Stock-in-Trade): If the shares are held as stock-in-trade by any of the eligible Shareholders of the Target Company, then the gains will be characterized as business income and taxable under the head "Profits and Gains from Business or Profession".

(a) Resident Shareholders:

Profits of:

(A) Individuals, HUF, AOP and BOI will be taxable at applicable slab rates.
(B) Domestic companies having turnover or gross receipts not exceeding Rs. 250 crore in the relevant financial year as prescribed will be taxable @ 25%. Further, the Budget Proposals has proposed that the reduce tax rate of 25% shall be also extend to domestic companies with turnover or gross receipts not exceeding Rs.400 crores in the financial year 2017-18.

No benefit of indexation by virtue of period of holding will be available in any case.

(b) Non-Resident Shareholders

(A) Non-resident Shareholders can avail beneficial provisions of the applicable DTAA entered into by India with the relevant shareholder country but subject to fulfilling relevant conditions and maintaining & providing necessary documents prescribed under the Income Tax Act.
(B) Where DTAA provisions are not applicable:
- (i) For non-resident individuals, HUF, AOP and BOI, profits will be taxable at slab rates
- (ii) For foreign companies, profits will be taxed in India @ 40%.
- (iii) For other non-resident Shareholders, such as foreign firms, profits will be taxed in India @ 30%.

In addition to the above, applicable Surcharge, Health and Education Cess are leviable for Resident and Non Resident Shareholders.

6. Tax Deduction at Source

a) In case of Resident Shareholders

In absence of any specific provision under the Income Tax Act, the Acquirer is not required to deduct tax on the consideration payable to resident Shareholders pursuant to the said offer.

b) In case of Non-resident Shareholders

(i) In case of FIIs / FPIs:

Section 196D of the Income Tax Act provides for specific exemption from withholding tax in case of Capital Gains arising in hands of FIIs / FPIs. Thus, no withholding of tax is required in case of consideration payable to FIIs / FPIs. The Acquirer would not deduct tax at source on the payments to FIIs / FPIs, subject to the following conditions:
- FIIs / FPIs furnishing the copy of the registration certificate issued by SEBI (including for subaccount of FII / FPI, if any);
- FIIs / FPIs declaring that they have invested in the Equity Shares in accordance with the applicable SEBI regulations. Such FIIs / FPIs will be liable to pay tax on their income as per the provisions of the Income Tax Act.

If the above conditions are not satisfied, FIIs / FPIs may submit a valid and effective certificate for deduction of tax at a nil/lower rate issued by the income tax authorities under the IT Act ("TDC"), along with the Form of Acceptance-cum-Acknowledgement, indicating the amount of tax to be deducted by the Acquirer before remitting the consideration. The Acquirer shall deduct tax in accordance with such TDC.

(ii) In case of other non-resident Shareholders (other than FIIs / FPIs) holding Equity Shares of the Target Company:

Section 195(1) of the Income Tax Act provides that any person responsible for paying to a non-resident, any sum chargeable to tax is required to deduct tax at source (including applicable surcharge and cess). Subject to regulations in this regard, wherever applicable and it is required to do so, tax at source (including applicable surcharge and cess) shall be deducted at appropriate rates as per the Income Tax Act read with the provisions of the relevant DTAA, if applicable. In doing this, the Acquirer will be guided by generally followed practices and make use of data available in the records of the Registrar to the Offer except in cases where the non-resident Shareholders provide a specific mandate in this regard.
In case TDC is not submitted requiring lower withholding of tax by nonresident shareholders (other than FIIs /FPIs) including NRIs / foreign shareholders or is otherwise not valid and effective as of the date on which tax is required to be deducted at source, the Acquirer will arrange to deduct tax at the maximum marginal rate as may be applicable to the relevant category to which the shareholder belongs under the IT Act (i.e. 40% in case of foreign company, 30% in case of all other category of persons plus applicable surcharge and cess), on the gross consideration towards acquisition of shares, payable to such shareholder under the Offer.
The non-resident Shareholders undertake to indemnify the Acquirer if any tax demand is raised on the Acquirer on account of gains arising to the nonresident Shareholders pursuant to this Offer. The non-resident Shareholders also undertake to provide the Acquirer, on demand, the relevant details in respect of the taxability / non-taxability of the proceeds pursuant to this Offer, copy of tax return filed in India, evidence of the tax paid etc.

7. Other Matters

a) Submission of PAN and other details

All non-resident Public Shareholders are required to submit their PAN along with self-attested copy of the PAN card for income-tax purposes. In absence of PAN for non-resident Public Shareholders, as per Notification No. 53 /2016, F.No.370 142/16/2016-TPL, they shall furnish self-attested copy of documents containing the following details:

(i) Name, email id, contact number;
(ii) Address in the country of residence;
(iii) Tax Residency Certificate ("TRC") from the government of the country of residence, if the law of such country provides for issuance of such certificate; and
(iv) Tax identification number in the country of residence, and in case no such number is available, then a unique number on the basis of which such non-resident is identified by the government of the country of which he claims to be a resident.
If PAN or in case of non-resident Public Shareholders not having a PAN the aforesaid details, are not furnished, the Acquirer will arrange to deduct tax at least at the rate of 20% as per Section 206AA of the Income Tax Act or at such rate as applicable and provided above for each category of the Public Shareholders, whichever is higher. The provisions of Section 206AA of the Income Tax Act would apply only where there is an obligation to deduct tax at source.

b) Other points for consideration

Shareholders who wish to tender their Equity Shares must submit the information / documents, as applicable, all at once along with the Form of Acceptance-cum-Acknowledgement and those that may be additionally requested for by the Acquirer. The documents submitted by the shareholders along with the Form of Acceptance-cum-Acknowledgement will be considered as final. Any further / delayed submission of additional documents, unless specifically requested by the Acquirer, may not be accepted.
Based on the documents and information submitted by the shareholder, the final decision to deduct tax or not, or the quantum of taxes to be deducted rests solely with the Acquirer.
Taxes once deducted will not be refunded by the Acquirer under any circumstances.
The Acquirer shall deduct tax (if required) as per the information provided and representation made by the shareholders. In the event of any income tax demand (including interest, penalty, etc.) arising from any misrepresentation,

inaccuracy or omission of information provided / to be provided by the shareholders, such shareholders will be responsible to pay such income tax demand (including interest, penalty, etc.) and provide the Acquirer with all information / documents that may be necessary and co-operate in any proceedings before any income tax / appellate authority.

The tax deducted by the Acquirer while making the payment to a shareholder under this Offer may not be the final liability of such shareholders and shall in no way discharge the obligation of the shareholders to appropriately disclose the amount received by it, pursuant to this Offer, before the income tax authorities. The rate at which tax is required to be deducted is based on the tax laws prevailing as on the date of this Letter of offer. If there is any change in the tax laws with regards to withholding tax rates as on the date of deduction of tax, the tax will be deducted at the rates applicable at the time of deduction of tax.
All shareholders are advised to consult their tax advisors for the treatment that may be given by their respective assessing officers in their case, and the appropriate course of action that they should take. The Acquirer and the Manager to the Offer do not accept any responsibility for the accuracy or otherwise of such advice. The aforesaid treatment of tax deduction at source may not necessarily be the treatment also for filing the return of income.
The tax deducted by the Acquirer while making payment to a Public Shareholder may not be the final tax liability of such Public Shareholder and shall in no way discharge the obligation of the Public Shareholder to appropriately disclose the amounts received by it, pursuant to this Open Offer, before the income tax authorities.
The Acquirer and the Manager to the Open Offer do not accept any responsibility for the accuracy or otherwise of the tax provisions set forth herein above.

c) Rate of Surcharge and Cess

In addition to the basic tax rate, applicable Surcharge, Health and Education Cess are currently leviable as under:

(i) Surcharge

In case of domestic companies: Surcharge @ 12% is leviable where the total income exceeds Rs. 10 crore and @ 7% where the total income exceeds Rs. 1 crore but less than Rs. 10 crore.

In case of companies other than domestic companies: Surcharge @ 5% is leviable where the total income exceeds Rs. 10 crore and @ 2% where the total income exceeds Rs.1 crore but less than Rs. 10 crore.
In case of Individual, HUF, AOP, BOI : Surcharge @15% is leviable where the total income exceeds Rs. 1 crore and @10% where the total income exceeds Rs. 50 lac but less than Rs. 1 crore. Further the Budget Proposals has proposed to increase the surcharge from 15% to 25% where the total income exceeds Rs. 2 crore but less than Rs. 5 crore and 37% where the total income exceeds Rs. 5 crore
In case of Firm and Local Authority: Surcharge @12% is leviable where the total income exceeds Rs. 1 crore.
(ii) Cess
- Health and Education Cess @ 4% is currently leviable in all cases.

(iii) The tax rate and other provisions may undergo changes.

THE ABOVE NOTE ON TAXATION SETS OUT THE PROVISIONS OF LAW IN A SUMMARY MANNER ONLY AND DOES NOT PURPORT TO BE A COMPLETE ANALYSIS OR LISTING OF ALL POTENTIAL TAX CONSEQUENCES OF THE DISPOSAL OF EQUITY SHARES. THIS NOTE IS NEITHER BINDING ON ANY REGULATORS NOR CAN THERE BE ANY ASSURANCE THAT THEY WILL NOT TAKE A POSITION CONTRARY TO THE COMMENTS MENTIONED HEREIN. HENCE, YOU SHOULD CONSULT WITH YOUR OWN TAX ADVISORS FOR THE TAX PROVISIONS APPLICABLE TO YOUR PARTICULAR CIRCUMSTANCES.

IX. DOCUMENTS FOR INSPECTION

Copies of the following documents will be available for inspection to the Public Shareholders at the registered office of the Manager to the Offer at JM Financial Limited, 7th Floor, Cnergy, Appasaheb Marathe Marg,Prabhadevi, Mumbai – 400 025, India . The documents can be inspected during normal business hours between 10:30 a.m. to 5:00 p.m. on any Working Day, i.e. Monday to Friday and not being a bank holiday in Mumbai, from the date of opening of the Offer until the closure of the Offer:

1. Copies of the Certificate of incorporation and Memorandum and Articles of Association of the Acquirer;
1. Copy of the SPA which triggered the Open Offer;
1. Audited financial statements pertaining to Acquirer for the period ending December 31, 2018 along with certificate from Vishal Laheri & Associates dated July 16, 2019, certifying the financials;
1. Audited financial statements pertaining to PAC 1 for the period ending December 31, 2017 and December 31, 2018 along with certificate from Vishal Laheri & Associates dated May 3, 2019, certifying the financials;
1. Audited financial statements pertaining to PAC 2 for the period ending December 31, 2016, December 31, 2017 and 31 December 2018 along with certificate from Vishal Laheri & Associates dated May 3, 2019, certifying the financials;
1. Copies of the annual reports of the Target Company for the financial years ending March 31, 2016, March 31, 2017 and March 31, 2018 and limited reviewed 9 month financial results for the period ended December 31, 2018;
1. Certificate dated April 22, 2019 from Vishal Laheri & Associates, Chartered Accountants, certifying the adequacy of financial resources of the Acquirer to fulfil its Offer obligations;
1. Certificate dated April 22, 2019 from Vishal Laheri & Associates, Chartered Accountants, certifying the Offer Price computation;
1. Copy of the Bank Guarantee dated April 23, 2019 issued by IndusInd Bank Limited for Rs.1,892,179,000.00 in favour of the Manager to the Offer;
1. Escrow Agreement dated April 22, 2019 between the Acquirer, Deutsche Bank AG and the Manager to the Offer;
1. Letter dated April 23, 2019 from Deutsche Bank AG, confirming the deposit of 114,217,830.71 in the Cash Escrow Account and a lien in favour of Manager to the Offer;
1. Copy of the Public Announcement dated April 22, 2019 and submitted to the Stock Exchanges;
1. Copy of the DPS dated April 27, 2019 published by the Manager to the Offer on behalf of the Acquirer on April 29, 2019;
1. Copy of the recommendation made by the committee of the independent directors of the Target Company; and
1. Copy of the SEBI Observations Letter.

X. DECLARATION BY THE ACQUIRER AND THE PACS

1. The Acquirer accepts responsibility for the information contained in this LoF.
1. The Acquirer and the PACs will be severally and jointly responsible for ensuring compliance with the SEBI (SAST) Regulations.

The persons signing this LoF on behalf of the Acquirer and the PACs have been duly and legally authorized to sign this LoF.

Signed for and on behalf of Epsilon Bidco Pte. Ltd. (Acquirer)

Sd/-

Authorized Signatory

Signed for and on behalf of Blackstone Capital Partners Asia L.P. (PAC 1)

Sd/-

Authorized Signatory

Signed for and on behalf of Blackstone Capital Partners (Cayman) VII L.P. (PAC 2)

Sd/-

Authorized Signatory

Place: Singapore / New York

Date: Friday, July 19, 2019

FORM OF ACCEPTANCE-CUM-ACKNOWLEDGEMENT

INSTRUCTIONS

Capitalized terms used and not defined in these instructions will have the same meaning as provided in the letter of offer dated July 19, 2019.

1. PLEASE NOTE THAT NO EQUITY SHARES / FORMS SHOULD BE SENT DIRECTLY TO THE ACQUIRER, THE PACs, THE TARGET COMPANY OR TO THE MANAGER TO THE OFFER.
1. The Form of Acceptance-cum-Acknowledgement should be legible and should be filled-up in English only.
1. All queries pertaining to this Open Offer may be directed to the Registrar to the Offer.
1. As per the provisions of Regulation 40(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and SEBI PR 51/2018 dated December 3, 2018, requests for transfer of securities shall not be processed unless the securities are held in dematerialised form with a depository w.e.f. April 1, 2019. Accordingly, the Public Shareholders who are holding Equity Shares in physical form and are desirous of tendering their Equity Shares in the Offer can do so only after the Equity Shares are dematerialised. Such Public Shareholders are advised to approach any depository participant to have their Equity Shares dematerialised.

In case any person has submitted Equity Shares in physical mode for dematerialisation, such Public Shareholders should ensure that the process of getting the Equity Shares dematerialised is completed well in time so that they can participate in the Open Offer before close of Tendering Period.

1. The Public Shareholders are advised to ensure that their Equity Shares are credited in favour of the Escrow Demat Account, before the closure of the Tendering Period i.e. Friday, August 9, 2019**.** The Form of Acceptance-cum-Acknowledgement of such dematerialized Equity Shares not credited in favour of the Escrow Demat Account, before the closure of the Tendering Period will be rejected.
1. Public Shareholders should enclose the following:
- Form of Acceptance-cum-Acknowledgement (in the form attached herewith) duly completed and signed in accordance with the instructions contained therein, by all the beneficial owners whose names appear in the beneficiary account, as per the records of the Depository Participant ('DP').
- Photocopy of the delivery instruction in "Off-market" mode or counterfoil of the delivery instruction in "Off-market" mode, duly acknowledged by the DP as per the instruction in the Letter of Offer.
- Photocopy of the inter-depository delivery instruction slip if the beneficiary holders have an account with CDSL.
- A copy of the PAN card, power of attorney, corporate authorization (including board resolution / specimen signature) and no self-attested certificate / tax clearance certificate from income tax authorities, as applicable*.*

Please note the following:

For each delivery instruction, the beneficial owners should submit separate Form of Acceptancecum-Acknowledgement.
The Registrar to the Offer is not bound to accept those acceptances, for which corresponding Equity Shares have not been credited to the Escrow Demat Account or for Equity Shares that are credited in the Escrow Demat Account but the corresponding Form of Acceptance-cum-Acknowledgment has not been received as on the date of closure of the Offer.

In case of non-receipt of the aforesaid documents, but receipt of the Equity Shares in the Escrow Demat Account, the Acquirer/PACs may (at its sole discretion) deem the Offer to have been accepted by the Public Shareholder in case of a resident Public Shareholder.

1. In case of Equity Shares held in joint names, names should be filled up in the same order in the Form of Acceptance-cum-Acknowledgement as the order in which they hold Equity Shares in Essel Propack Limited, and should be duly witnessed. This order cannot be changed or altered nor can any new name be added for the purpose of accepting the Offer.
1. If the Offer Shares tendered are rejected for any reason, the Offer Shares will be returned to the sole/first named Public Shareholder(s) along with all the documents received at the time of submission.
1. The Procedure for Acceptance and Settlement of this Offer has been mentioned in the LoF in section VII (Procedure For Acceptance and Settlement of the Offer).
1. The LoF along with Form of Acceptance-cum-Acknowledgement is being dispatched to all the Public Shareholders as on the Identified Date. In case of non-receipt of the LoF, such shareholders may download the same from the SEBI website (www.sebi.gov.in) or obtain a copy of the same from the Registrar to the Offer.
1. All the Public Shareholders should provide all relevant documents, which are necessary to ensure transferability of the Equity Shares in respect of which the acceptance is being sent. Such documents may include (but not be limited to):
- Duly attested death certificate and succession certificate / probate / letter of administration (in case of single Public Shareholder) in case the original Public Shareholder is dead.
- Duly attested power of attorney if any person apart from the Public Shareholder has signed the Form of Acceptance-cum-Acknowledgement.
1. All the Public Shareholders are advised to refer to the section VIII (Tax Provisions) in the Letter of Offer in relation to important disclosures regarding the taxes to be deducted on the consideration to be received by them.
1. The Form of Acceptance-cum-Acknowledgement should be sent only to, the Registrar to the Offer and not to the Manager to the Offer, the Acquirer, the PACs or the Target Company.
1. Public Shareholders having their beneficiary account in CDSL have to use "inter depository delivery instruction slip" for the purpose of crediting their Equity Shares in favour of the Escrow Demat Account with NSDL.
1. All Public Shareholders, (including resident or non-resident shareholders) must obtain all requisite approvals required, if any, to tender the Offer Shares (including without limitation, the approval from the RBI, if applicable) held by them, in the Offer and submit such approvals, along with the other documents required to accept this Offer. In the event such approvals are not submitted, the Acquirer and the PACs reserve the right to reject such Equity Shares tendered in this Offer. Further, if the holders of the Equity Shares who are not persons resident in India had required any approvals (including from the RBI, or any other regulatory body) in respect of the Equity Shares held by them, they will be required to submit such previous approvals, that they would have obtained for holding the Equity Shares, to tender the Offer Shares held by them, along with the other documents required to be tendered to accept this Offer. In the event such approvals are not submitted, the Acquirer and PACs reserve the right to reject such Offer Shares.

NRI Public Shareholders tendering their Equity Shares in the Offer and holding such Equity Shares on a repatriable basis (in which case the consideration can be remitted abroad) should (i) provide relevant proof of such holding on a repatriable basis viz. RBI approval (if applicable) or proof that such Equity Shares were purchased from funds from a Non-Resident External ("NRE") bank account or by way of foreign inward remittance; and (ii) furnish details of the type of the relevant bank account, i.e. NRE bank account, to which the consideration should be credited.

NRI Public Shareholders tendering their Equity Shares in the Offer and holding such Equity Shares on a non-repatriable basis should provide details of their Non-Resident (Ordinary) ("NRO") bank account, based on which the cheque or demand draft constituting payment of purchase consideration will be drawn. In the event that details of a NRO bank account are not furnished, the Equity Shares tendered by such NRI Public Shareholders would be rejected. Alternatively, if such a NRI Public Shareholder wishes to receive the consideration in a NRE bank account, such NRI Public Shareholder should provide a specific RBI approval permitting consideration to be credited to such bank account, based on which the cheque or demand draft constituting payment of purchase consideration will be drawn. In the event that such a specific RBI approval and the details of such designated bank account are not furnished, the Equity Shares tendered by such NRI Public Shareholders would be liable for rejection.

1. Non-Resident Public Shareholders should enclose no objection certificate / certificate for deduction of tax at a lower rate from the income tax authorities under the Income Tax Act, 1961 indicating the tax to be deducted if any by the Acquirer/PACs before remittance of consideration. Otherwise tax will be deducted at the applicable rate as may be applicable to the category and status of the Public Shareholder (as registered with the depositories / Target Company) on full consideration payable by the Acquirer/PACs.
1. Erstwhile FIIs, and FPIs are requested to enclose their respective valid registration certificates with SEBI. In case of a company, a stamp of the company should be affixed on the Form of Acceptancecum-Acknowledgement. A company / erstwhile FII / FPI / erstwhile OCB should furnish necessary authorization documents along with specimen signatures of authorised signatories.
1. All documents / remittances sent by or to Public Shareholders will be at their own risk. Public Shareholders are advised to adequately safeguard their interests in this regard. Equity Shares to the extent not accepted will be credited back to the beneficial owners' depository account with the respective depository participant as per the details furnished by the beneficial owner in the Form of Acceptance-cum-Acknowledgement.
1. Neither the Acquirer, the PACs, the Manager to the Offer, the Registrar to the Offer nor Essel Propack Limited will be liable for any delay / loss in transit resulting in delayed receipt / non-receipt by the Registrar to the Offer of your Form of Acceptance-cum-Acknowledgement or for the failure to deposit the Equity Shares to the Escrow Demat Account or for any other reason.
1. The Form of Acceptance-cum-Acknowledgement and other related documents should be submitted at the collection centres of Link Intime India Private Limited as mentioned below.
1. The Form of Acceptance-cum-Acknowledgement along with enclosures should be sent only to the Registrar to the Offer either by Registered Post or Courier or hand delivery so as to reach the Registrar of the Offer on or before the date of closure of the Tendering Period at the collection centres mentioned below on all Working Days (excluding Saturdays, Sundays and Public holidays) during the business hours. For hand delivery the collections centre timings will be all Working Days anytime between Monday to Friday 10:00 AM to 1:00 PM and 2:00 PM to 4:30 PM, except public holidays.
1. All the Public Shareholders should provide all relevant documents which are necessary to ensure transferability of the Equity Shares in respect of which the acceptance is being sent.
1. In case the Acquirer/PACs is of the view that the information / documents provided by the Public Shareholder is inaccurate or incomplete or insufficient, then tax may be deducted at source at the applicable rate on the entire consideration paid to the Public Shareholders.
1. Payment of Consideration: Public Shareholders must note that on the basis of name of the Public Shareholders, Depository Participant's name, DP ID, Beneficiary Account number provided by them in the Form of Acceptance-cum-Acknowledgement, the Registrar to the Offer will obtain from the Depositories, the Public Shareholder's details including address, bank account and branch details. These bank account details will be used to make payment to the Public Shareholders. Hence Public Shareholders are advised to immediately update their bank account details as appearing on the records of the Depository Participant. Please note that failure to do so could result in delays of payment or electronic transfer of funds, as applicable, and any such delay shall be at the Public Shareholders sole risk and neither the Acquirer, the PACs, the Manager to the Offer, Registrar to the Offer nor the Escrow Agent shall be liable to compensate the Public Shareholders for any loss caused to the Public Shareholders due to any such delay or liable to pay any interest for such delay.

The tax deducted under this Offer is not the final liability of the Public Shareholders or in no way discharges the obligation of Public Shareholders to disclose the consideration received pursuant to this Offer in their respective tax returns.

All Public Shareholders are advised to consult their tax advisors for the treatment that may be given by their respective assessing officers in their case, and the appropriate course of action that they should take. The Acquirer / PACs and the Manager to the Offer do not accept any responsibility for the accuracy or otherwise of such advice. The tax rates and other provisions may undergo changes.

Collection Centres

S.No.	City	ContactPerson	Address	Telephone/email/fax	Mode
1.	Mumbai	Mr. SumeetDeshpande	Link Intime India Pvt.Ltd.,C-101, 247 Park, LBSMarg,Vikhroli(W),Mumbai -400 083	Tel: 022-49186200E-mail:[email protected].inFax: 022 -4918 6195	HandDelivery/ courier/registered post
2.	NewDelhi	Mr. BharatBhushan	Link Intime India Pvt.Ltd.,NobleHeights,1stFloor,PlotNH2,C-1Block LSC ,Near SavitriMarket , Janakpuri, NewDelhi -110058	Tel: 011-41410592/93/94E-mail:[email protected].inFax: 011-41410591
3.	Kolkata	Mr KuntalMustafi	LinkIntime India Pvt.Ltd.,Fort Burlow, 3rd Floor,Room No. 559-C,ChowringheeRoad, Kolkata –700020	Tel: (033) 2289 0539/2289 0540E-mail:[email protected].inFax: (033) 2289 0539	HandDelivery
4.	Chennai	Mrs. SollySoy	Link Intime India Pvt.Ltd.,C/o SAS PartnersCorporate AdvisorsPrivate Limited, #12, 3rdFloor, RMS Apartments,Gopalakrishna Street,Pondy Bazar, T Nagar,Chennai-17	Tel: 044-2815 2672/ 2815 2673E-mail:[email protected].inFax: 022 -4918 6195	HandDelivery
5.	Bangalore	Mr.NagendraRao	Link Intime India Pvt.Ltd.,543/A, 7TH Main, 3rdCross,S.L.BhyrappaRoad,Hanumanthanagar,Bangalore -560 019	Tel: 080-26509004E-mail:[email protected].inFax: 022 -4918 6195Tele Fax: 080-26509004	HandDelivery

For hand delivery the collections centre timings will be all Working Days anytime between Monday to Friday 10:00 AM to 1:00 PM and 2:00 PM to 4:30 PM, except public holidays.

Applicants who cannot hand deliver their documents at the Collection Centres, may send their documents only by Registered Post / Courier, at their own risk, to the Registrar to the Offer at the Collection Centres situated at Mumbai so as to reach the Registrar to the Offer on or before the last date of acceptance i.e. Friday, August 9, 2019.

PUBLIC SHAREHOLDERS ARE REQUESTED TO NOTE THAT THE FORM OF ACCEPTANCE-CUM-ACKNOWLEDGEMENT / EQUITY SHARES THAT ARE RECEIVED BY THE REGISTRAR AFTER THE CLOSE OF THE OFFER I.E. FRIDAY, AUGUST 9, 2019 SHALL NOT BE ACCEPTED UNDER ANY CIRCUMSTANCES AND HENCE ARE LIABLE TO BE REJECTED.

FORM OF ACCEPTANCE-CUM-ACKNOWLEDGEMENT THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

(Please send this form with enclosures to Link Intime India Private Limited at any of the collection centres mentioned in the Letter of Offer)

From		TENDERING PERIOD FOR THE OFFER
Name:
Address:	OPENS ON	MONDAY, JULY 29, 2019
	CLOSES ON	FRIDAY, AUGUST 9, 2019
Floor / Door:
Black No:
Area / Locality:

Principal Place of Business:

Town / City / District:

State: Country: Zip / Pin Code:

Tel No. (including ISD Code):	Fax No.:		Email:
To,			Status of the Public Shareholder (Please tick whichever is applicable)
The Acquirer and PACsC/o Link Intime India Private Limited	□Individual	□Company	□FII / FPI - Corporate	□FII / FPI - Others
Unit: ESSEL PROPACK – Open OfferC-101, 247 Park, LBS Marg,	□QFI	□FVCI	□Partnership /	□Private Equity Fund
Vikhroli (W), Mumbai -400 083, IndiaContact person: Mr.Sumeet Deshpande			Proprietorship firm /LLP
Tel: +91 22 4918 6200,Fax: +91 22 4918 6195Email:	□Pension / ProvidentFund	□Sovereign WealthFund	□Foreign Trust	□Financial Institution
[email protected]	□NRIs / PIOs -repatriable	□NRIs / PIOs - nonrepatriable	□Insurance Company	□OCB
	□Domestic Trust	□Banks	□Association of person/ Body of individual	□Any others, pleasespecify:__________

Dear Sir / Madam,

Sub:

OPEN OFFER FOR ACQUISITION OF UP TO 82,058,934 EQUITY SHARES OF ESSEL PROPACK LIMTIED TO THE PUBLIC SHAREHOLDERS OF THE TARGET COMPANY BY EPSILON BIDCO PTE. LTD. ("ACQUIRER") TOGETHER WITH BLACKSTONE CAPITAL PARTNERS ASIA L.P. AND BLACKSTONE CAPITAL PARTNERS (CAYMAN) VII L.P. AS THE PERSONS ACTING IN CONCERT WITH THE ACQUIRER

I / We refer to the Letter of Offer dated July 19, 2019 ("Letter of Offer") for acquiring the Equity Shares held by me / us in Essel Propack Limited. Capitalised terms not defined here shall have the meanings ascribed to them under the Letter of Offer.

I / We, the undersigned, have read the Public Announcement, the Detailed Public Statement and the Letter of Offer and understood its contents and unconditionally accepted the terms and conditions as mentioned therein.

I/We acknowledge and confirm that all the particulars/statements given herein are true and correct.

I / We, are holding the Equity Shares in dematerialized form, and accept the Offer and enclose a photocopy of the Delivery Instruction in "Off-market" mode, duly acknowledged by my / our DP in respect of my / our Equity Shares as detailed below:

DP Name	DP ID	Client ID	Name of Beneficiary	No. of Equity Shares

I / We have executed an off-market transaction for crediting the Equity Shares to the Escrow Demat Account with "Ventura Securities Limited as the DP in NSDL styled LIIPL ESSEL PROPACK OPEN OFFER ESCROW DEMAT ACCOUNT whose particulars are:

DP Name: Ventura Securities Limited	DP ID: IN303116	Client ID: 12891848

Public Shareholders having their beneficiary account with CDSL will have to use inter-depository slip for the purpose of crediting their Equity Shares in favour of the Escrow Demat Account with NSDL.

I / We confirm that the Equity Shares which are being tendered herewith by me / us under this Offer, are free from any pledges, liens, charges, equitable interests, non-disposal undertakings or any other form of encumbrances and are being tendered together with all rights attached thereto, including all rights to dividends, bonuses and rights offers, if any, declared hereafter.

I / We confirm that the sale and transfer of the Equity shares held by me/us will not contravene any applicable law and will not breach the terms of any agreement (written or otherwise) that I/we are a party to.

My / Our execution of this Form of Acceptance-cum-Acknowledgement shall constitute my / our warranty that the Equity Shares comprised in this application are owned by me / us and are sold and transferred by me / us free from all liens, charges, claims of third parties and encumbrances. If any claim is made by any third party in respect of the said Equity Shares, I / we will hold the Acquirer and PACs harmless and indemnified against any loss they or either of them may suffer in the event of the Acquirer acquiring these Equity Shares

I / We have obtained any and all necessary consents to tender the Offer Shares on the foregoing basis.

I/We declare that there are no restraints/injunctions or other order(s) of any nature which limits/restricts in any manner my/our right to tender Offer Shares in this Open Offer and that I/we am/are legally entitled to tender the Offer Shares in this Open Offer.

I / We also note and understand that the obligation on the Acquirer and/or PACs to accept the Equity Shares tendered by me/us and pay the purchase consideration arises only after verification of the certification, documents and signatures submitted along with this Form of Acceptance-cum-Acknowledgment by the Public Shareholders, and subject to the adherence of the aforementioned Instructions.

I/We declare that regulatory approvals, if applicable, for holding the Offer Shares and/or for tendering the Offer Shares in this Open Offer are enclosed herewith.

I / We confirm that I / We are not persons acting in concert with the Acquirers or the PACs.

I / We give my/our consent to the Acquirer and the PACs to file any statutory documents, if any, on my/our behalf in relation to accepting the Offer Shares in this Open Offer.

I / We confirm that I / we are in compliance with the terms of the Open Offer set out in the PA, the DPS, and the LoF.

I / We undertake to execute any further documents and give any further assurances that may be required or expedient to give effect to my/our tender/offer and agree to abide by any decision that may be taken by the Acquirer and the PACs to effectuate this Open Offer in accordance with the SEBI (SAST) Regulations.

I / We are / am not debarred from dealing in shares or securities.

I / We confirm that there are no tax or other claims pending against us which may affect the legality of the transfer of Equity Shares under the Income Tax Act, 1961. I / We are not debarred from dealing in Equity Shares.

I / We confirm that in case the Acquirer/PACs is of the view that the information / documents provided by the Public Shareholder is inaccurate or incomplete or insufficient, then tax may be deducted at source at the applicable maximum marginal rate on the entire consideration paid to the Public Shareholders.

I / We confirm that in the event of any income tax demand (including interest, penalty, etc.) arising from any misrepresentation, inaccuracy or omission of information provided / to be provided by me / us, or as a result of income tax (including any consequent interest and penalty) on the capital gains arising from tendering of the Offer Shares. I / we will indemnify the Acquirer and / or the PACs for such income tax demand (including interest, penalty, etc.) and provide the Acquirer and / or the PACs with all information / documents that may be necessary and co-operate in any proceedings before any income tax / appellate authority.

I / We authorize the Acquirer or the PACs or the Registrar to the Offer to send by Registered Post / Ordinary Post/ Courier or through electronic mode, as may be applicable, at my / our risk, the crossed account payee cheque, demand draft / pay order, or electronic transfer of funds in full and final settlement due to me / us and / or other documents or papers or correspondence to the sole / first holder at the address mentioned above.

I/we confirm that the sale and transfer of the relevant Equity Shares will be complete on the date of the remittance of the purchase consideration by the Acquirer to me/us in any of the modes as set out above. Any delay in the receipt of the purchase consideration by me/us will not make the sale and transfer of the Equity Shares void or voidable.

I / We note and understand that the Equity Shares would lie in the Escrow Demat Account until the time the Acquirer and / or the PACs make payment of purchase consideration as mentioned in the Letter of Offer. I / We authorise the Acquirer and / or the PACs to accept the Equity Shares so offered or such lesser number of Equity Shares which they may decide to accept in consultation with the Manager to the Offer and in terms of the Letter of Offer and I / we further authorize the Acquirer and / or the PACs to return to me / us, Equity Shares in respect of which the offer is not found valid / not accepted without specifying the reasons thereof.

PUBLIC SHAREHOLDERS ARE REQUESTED TO NOTE THAT THE FORM OF ACCEPTANCE-CUM-ACKNOWLEDGEMENT / EQUITY SHARES THAT ARE RECEIVED BY THE REGISTRAR AFTER THE CLOSE OF THE OFFER i.e. FRIDAY, AUGUST 9, 2019 SHALL NOT BE ACCEPTED UNDER ANY CIRCUMSTANCES AND HENCE ARE LIABLE TO BE REJECTED.

So as to avoid fraudulent encashment in transit, Public Shareholder(s) who wish to receive payment of consideration through ECS should provide details of bank account along with a cancelled copy of the cheque of the first / sole Public Shareholder and the consideration amount will be remitted accordingly through electronic credit / cheque or demand draft.

Name of the Bank ______________________________ Branch_______________________________ City ___________________
MICR Code (9 Digits) ________________________________________ IFSC __________________________________________
Account Number (CBS Account): __ __________ Account Type (CA / SB / NRE /NRO / others) (please specify): ______________
Non Resident Public Shareholders are requested to state their NRO / NRE Bank Account Number as applicable based on the status of
their account in which they hold Equity Shares, failing which the Acquirer/PACs has a right to reject their application.

For Equity Shares that are tendered in electronic form, the bank account details as contained from the beneficiary position provided by the depository will be considered for the purpose of payment of Offer consideration through electronic means and the draft / warrant / cheque, if required, may be issued with the bank particulars mentioned herein above.

For all Public Shareholders

I / We, confirm that our residential status for the purposes of tax is:

	□ Resident□ Non-resident, if yes please state country of tax residency:__________________
	I / We, confirm that our status is:
□	Individual	□	Company	□	FII / FPICorporate	□	FII / FPI - Others	□	QFI	□FVCI
□	Partnership /Proprietorshipfirm / LLP	□	Pension /Provident Fund	□	Foreign Trust	□	NRIs / PIOs -repatriable	□	NRIs / PIOs -non-repatriable	□InsuranceCompany
□	OCB	□	Domestic Trust	□	Banks	□	Association ofperson / Body ofindividual	□	Any other - please specify ________

I / We, have enclosed the following documents:
□ Cancelled cheque or a photocopy of a cheque associated with the particular bank account where payment is desired, with MICR / IFSC code of the bank branch clearly mentioned on the cheque, if payment of consideration through ECS is required
□ Self-attested copy of PAN card
□ No objection certificate / Tax clearance certificate from income tax authorities for deduction of tax at lower rate, wherever applicable
□ Duly attested power of attorney if any person apart from the Public Shareholder has signed the application form and / or share transfer form(s)
□ Corporate authorization in case of Companies along with Board Resolution and Specimen Signatures of Authorised Signatories
□ Death Certificate / Succession Certificate if the original Public Shareholder is deceased

Additional confirmations and enclosures for Resident Public Shareholders

I / We, have enclosed the following documents:

□ Self-declaration form in Form 15G / Form 15H, if applicable to be obtained in duplicate copy (applicable only for interest payment, if any)
□ Self-attested copy of PAN card
□ Self-attested declaration in respect of residential status, status of Public Shareholders (e.g. individual, firm, company, trust, or any other - please specify)
□ No objection certificate / Tax clearance certificate from income tax authorities for deduction of tax at lower rate (applicable only for interest payment, if any)
□ For Mutual funds / Banks / Notified Institutions under Section 194A(3)(iii) of the Income Tax Act, 1961, copy of relevant registration or notification (applicable only for interest payment, if any)

(Note: All Resident Public Shareholders are advised to refer to the section VIII (Tax Provisions) of the Letter of Offer regarding important disclosures on taxation of the consideration to be received by them)

Additional confirmations and enclosures for FII / FPI Public Shareholders

I / We, confirm that the Equity Shares of the Target Company are held by me / us on (select whichever is applicable):

□ Investment / Capital Account and income arising from sale of shares is in the nature of capital gain
□ Trade Account and the income arising from sale of shares is in the nature of business income □ Any other (please specify)

(Note: For determination of the nature and period of holding, kindly enclose a proof for date of purchase such as demat account statement or brokers note. In case the Equity Shares are held on trade account, kindly enclose a certificate obtained from Indian tax authorities under section 195(3) or 197 of the Income Tax Act, specifying the rate at which tax shall be deducted. In the absence of such a certificate tax will be deducted at the maximum marginal rate, applicable to the category to which such FII / FPI belongs, on the entire consideration payable)

_______________

□ I / We confirm that I / we am / are tax resident/s of ___________________________ and satisfy all conditions to claim benefits under DTAA entered into by India and the country of which I am / we are tax resident/s.

(Note: If this box is not ticked, tax will be deducted without considering treaty benefits at the maximum marginal rate applicable to the category to which such FII / FPI belongs)

In order to avail benefit of lower rate of tax deduction under the DTAA, if any, kindly enclose a tax residence certificate stating that you are a tax resident of your country of residence / incorporation and that you do not have a permanent establishment in India in terms of the DTAA entered into between India and your country of residence, along with Form 10F as prescribed in terms of Section 90(5) of the Income Tax Act. In case there is a permanent establishment in India, kindly enclose a certificate from Indian tax authorities, specifying the rate of tax to be deducted failing which tax will be deducted at the maximum marginal rate.

I / We, have enclosed self-attested copies of the following documents:

□ SEBI Registration Certificate for FIIs / FPI □ Self-attested copy of PAN card
□ RBI approval for acquiring Equity Shares of Essel Propack Limited tendered herein, if applicable
□ Proof for period of holding of Equity shares such as demat account statement or brokers note
□ Self-declaration for no permanent establishment in India or no business connection in India
□ Tax residency certificate from Government of the Country or Specified Territory of which you are tax resident
□ No objection certificate / Tax clearance certificate from income tax authorities, for deduction of tax at a lower rate / NIL rate on income from sale of shares and interest income, if any, wherever applicable
□ Form 10Fas prescribed in terms of Section 90(5) of the Income Tax Act
□ Other documents and information as mentioned in the section VIII (Tax Provisions) of the Letter of Offer.
□ FII / FPI Certificate (self-attested declaration certifying the nature of income arising from the sale of Equity Shares, whether capital gains

Additional confirmations and enclosures for other Non-resident Public Shareholders (except FIIs / FPI)

I / We, confirm that the Equity Shares tendered by me / us are held on (select whichever is applicable):
□ Repatriable basis □ Non-repatriable basis
I / We, confirm that the tax deduction on account of Equity Shares of Target Company held by me / us is to be deducted on:
□ Long-term capital gains (Equity Shares are held by me / us for more than 12 (twelve) months)
□ Short-term capital gains (Equity Shares are held by me / us for 12 (twelve) months or less)
□ Trade Account □ Any other (please specify) _______________

(Note: For determination of the nature and period of holding, kindly enclose a proof for date of purchase such as demat account statement or brokers note. In case the Equity Shares are held on trade account, kindly enclose a certificate obtained from Indian tax authorities under section 195(3) or 197 of the Income Tax Act, specifying the rate at which tax shall be deducted. In the absence of such a certificate tax will be deducted at the applicable tax rate, applicable to the category to which such non-resident shareholders other than FII / FPI belongs, on the entire consideration payable)

Declaration for treaty benefits (please □ if applicable):

□ I / We confirm that I / we is / are tax resident/s of ______________________ and satisfy all conditions to claim benefits under DTAA entered into by India and the country of which I am / we are tax resident/s.

(Note: If this box is not ticked, tax will be deducted without considering treaty benefits at the maximum marginal rate applicable to the category to which such Public Shareholder belongs.)

In order to avail benefit of lower rate of tax deduction under the DTAA, if any, kindly enclose a tax residence certificate stating that you are a tax resident of your country of residence / incorporation and that you do not have a permanent establishment in India in terms of the DTAA entered into between India and your country of residence, along with such other documents and information as prescribed in terms of Section 90(5) of the Income Tax Act. In case there is a permanent establishment in India, kindly enclose a certificate from Indian tax authorities, specifying the rate of tax to be deducted failing which tax will be deducted at the applicable tax rate.

I / We, have enclosed the following documents (select whichever is applicable):
□ Self-declaration for no permanent establishment in India or no business connection in India
□ Self-attested copy of PAN card
□ Tax Residency Certificate from Government of the Country or Specified Territory of which you are tax resident
□ No objection certificate / Tax clearance certificate from income tax authorities, for deduction of tax at a lower rate / NIL rate on income from sale of shares and interest income, if any, wherever applicable
□ Copy of RBI / FIPB approval, if any, for acquiring Equity Shares of Target Company hereby tendered in the Offer and RBI approval evidencing the nature of shareholding, i.e. repatriable or non-repatriable basis, if applicable
□ Proof for period of holding of Equity shares such as demat account statement or brokers note
□ Such other documents and information as prescribed in terms of Section 90(5) of the Income Tax Act (also refer the section VIII (Tax Provisions) of the Letter of Offer)
□ Other documents and information as mentioned in the section VIII (Tax Provisions) of the Letter of Offer.
□ Copy of RBI approval for OCBs tendering their Equity Shares in the Offer. Also mention the source of funds for initial acquisition of Equity Shares and the nature of the holding of Equity Shares (repatriable / non-repatriable basis).
□ Copy of RBI approval (For NRI Public Shareholders tendering their Equity Shares in the Offer held on a non-repatriable basis) if any, permitting consideration to be credited to a NRE bank account

Yours faithfully,

Signed and Delivered,

	Full name(s) of the holder	PAN	Signature(s)
First / Sole Holder

Joint Holder 1

Joint Holder 2

Joint Holder 3

Note: In case of joint holdings, all holders must sign. In case of body corporate, the company seal should be affixed and necessary Board resolutions should be attached.

Place: _________________________________ Date: ___________________

----------------------------------------------------------------------Tear along this line -----------------------------------------------------------------
Acknowledgement Slip (To be filled in by the Public Shareholder)Sr. No. _______________		Essel Propack Open Offer
Received from Mr. / Ms. /M/s._______________________________________________________________________________________________________
Address ___________________________________________________________________________________________________
	Demat shares: DP ID ; Client ID____
Form of Acceptance-cum-Acknowledgement along with (Please put tick mark in the box whichever isapplicable):		Collection Centre Stamp
□	Demat shares: Copy of delivery instruction for shares enclosed; and copy of inter-depositorydelivery slip (for beneficiary holders maintaining an account with CDSL).
Date of Receipt _______________________________ Signature of Official ________________________________
----------------------------------------------------------------------Tear along this line -----------------------------------------------------------------
	All future correspondence, if any, should be addressed to the Registrar to the Offer at the following address:Link Intime India Private LimitedUnit: Essel Propack Open OfferC-101, 247 Park, LBS Marg, Vikhroli (W), Mumbai -400 083, IndiaContact person: Mr.Sumeet Deshpande

Tel: +91 22 4918 6200, Fax: +91 22 4918 6195 Email: [email protected]

AI assistant

EPL LIMITED — M&A Activity 2019

60801_rns_2019-07-22_d506952e-d299-4756-ab02-3fe2b2247ac1.pdf

LETTER OF OFFER

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

The schedule of key activities under the Offer is as follows:

RISK FACTORS

I. Risks relating to the Offer and the Underlying Transaction

II. Risks involved in associating with the Acquirer and the PACs

CURRENCY OF PRESENTATION

DEFINITIONS / ABBREVIATIONS

I. DISCLAIMER CLAUSE

UNITED STATES OF AMERICA

UNITED KINGDOM

GENERAL

II. DETAILS OF THE OFFER

A. Background to the Offer

5. Salient features of the SPA are set out below:

B. Details of the proposed Offer

C. Object of the acquisition/ Offer

III. BACKGROUND OF THE ACQUIRER AND THE PACS

A. Information about the Acquirer:

Epsilon Bidco Pte. Ltd.

Contingent Liabilities of Acquirer as on December 31, 2018

B. Information about the persons acting in concert

B1. Blackstone Capital Partners Asia L.P. (PAC 1)

Contingent Liabilities of PAC 1 as on December 31, 2018

B2. Blackstone Capital Partners (Cayman) VII L.P. (PAC 2)

Contingent Liabilities of PAC 2 as on December 31, 2018

IV. BACKGROUND OF THE TARGET COMPANY

V. OFFER PRICE AND FINANCIAL ARRANGEMENTS

A. Justification of Offer Price

B. Financial Arrangements

VI. TERMS AND CONDITIONS OF THE OFFER

A. Eligibility for accepting the Offer

B. Statutory and other approvals

2. Status of statutory and other approvals

VII. PROCEDURE FOR ACCEPTANCE AND SETTLEMENT OF THE OFFER

VIII. TAX PROVISIONS

THE SUMMARY OF THE TAX CONSIDERATIONS IN THIS SECTION ARE BASED ON THE CURRENT PROVISIONS OF THE INCOME-TAX ACT, 1961 AND THE

1. General:

4. Taxability of Capital Gains in the hands of shareholders

(a) Resident Shareholders:

(b) Non-Resident Shareholders

6. Tax Deduction at Source

a) In case of Resident Shareholders

b) In case of Non-resident Shareholders

(i) In case of FIIs / FPIs:

(ii) In case of other non-resident Shareholders (other than FIIs / FPIs) holding Equity Shares of the Target Company:

7. Other Matters

a) Submission of PAN and other details

b) Other points for consideration

c) Rate of Surcharge and Cess

(i) Surcharge

(iii) The tax rate and other provisions may undergo changes.

IX. DOCUMENTS FOR INSPECTION

X. DECLARATION BY THE ACQUIRER AND THE PACS

Signed for and on behalf of Epsilon Bidco Pte. Ltd. (Acquirer)

Signed for and on behalf of Blackstone Capital Partners Asia L.P. (PAC 1)

Authorized Signatory

Signed for and on behalf of Blackstone Capital Partners (Cayman) VII L.P. (PAC 2)

Place: Singapore / New York

FORM OF ACCEPTANCE-CUM-ACKNOWLEDGEMENT

INSTRUCTIONS

Collection Centres

For hand delivery the collections centre timings will be all Working Days anytime between Monday to Friday 10:00 AM to 1:00 PM and 2:00 PM to 4:30 PM, except public holidays.

FORM OF ACCEPTANCE-CUM-ACKNOWLEDGEMENT THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

PUBLIC SHAREHOLDERS ARE REQUESTED TO NOTE THAT THE FORM OF ACCEPTANCE-CUM-ACKNOWLEDGEMENT / EQUITY SHARES THAT ARE RECEIVED BY THE REGISTRAR AFTER THE CLOSE OF THE OFFER i.e. FRIDAY, AUGUST 9, 2019 SHALL NOT BE ACCEPTED UNDER ANY CIRCUMSTANCES AND HENCE ARE LIABLE TO BE REJECTED.

For all Public Shareholders

Additional confirmations and enclosures for Resident Public Shareholders

Additional confirmations and enclosures for FII / FPI Public Shareholders

Additional confirmations and enclosures for other Non-resident Public Shareholders (except FIIs / FPI)

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