EPL LIMITED — M&A Activity 2026

Mar 29, 2026

March 29, 2026

BSE Limited Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400001 Scrip Code: 500135 Trading Symbol: EPL

National Stock Exchange of India Limited Exchange Plaza, C/1, Block G, Bandra-Kurla Complex, Bandra (E), Mumbai - 400051

Sub. : Outcome of the Board Meeting - EPL Limited ("Company")

Ref. : 1. Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended) ("SEBI LODR Regulations") 2. ISIN: INE255A01020

Sir/ Madam,

Pursuant to the provisions of Regulation 30 of the SEBI LODR Regulations read with the SEBI Master Circular No. HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026 ("SEBI Circular") it is hereby informed that the Board of Directors of the Company ("Board") has, at its meeting held today i.e. March 29, 2026, inter alia, considered and approved the following:

1. Scheme of amalgamation (by way of merger by absorption) of Indovida India Private Limited ("Indovida India") with the Company and their respective shareholders ("Scheme"), on a going concern basis, under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 and the rules framed thereunder read with the SEBI LODR Regulations and the relevant circulars issued by the Securities and Exchange Board of India, in consideration for the issuance and allotment of the equity shares of the Company to the shareholders of Indovida India in accordance with the share exchange ratio stipulated in the Scheme ("Merger").

The Merger is subject to necessary statutory and regulatory approvals under the applicable laws, including approval of/ from: (a) the BSE Limited and the National Stock Exchange of India Limited (collectively, "Stock Exchanges"); (b) the Securities and Exchange Board of India ("SEBI"), (c) the requisite majority of the shareholders and creditors of the Company and Indovida India; (d) the jurisdictional National Company Law Tribunal ("NCLT"); (e) the Competition Commission of India ("CCI"); and (f) other statutory and regulatory approvals as may be required.

• 1. Execution of the Merger Implementation Agreement by and amongst the Company, Indovida India and Indorama Netherlands B.V. ("IVL") ("MIA");
• 1. Execution of the Shareholders' Agreement by and amongst the Company, Epsilon Bidco Pte. Ltd., and IVL ("SHA"); and
• 1. Execution of the Transition Services Agreement by and amongst the Company, IVL and Indorama Ventures Global Services Limited ("TSA").

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In this regard, the necessary disclosures/ information required to be submitted pursuant to Regulation 30 of SEBI LODR Regulations read with Para A of Part A of Schedule III of the SEBI LODR Regulations and the SEBI Circular:

• 1. For the Merger are enclosed herewith as Annexure A;
• 1. For the MIA are enclosed herewith as Annexure B;
• 1. For the SHA are enclosed herewith as Annexure C; and
• 1. For the TSA are enclosed herewith as Annexure D.

The copy of press release being submitted to media is also enclosed herewith.

The meeting of the Board commenced at 5:00 P.M. (IST) and concluded at 5:25 P.M. (IST)

We request you to kindly take the same on record.

Thanking you,

Yours faithfully, For EPL Limited

ONKAR DEEPAK GHANGURDE

Digitally signed by ONKAR DEEPAK GHANGURDE Date: 2026.03.29 17:48:45 +05'30'

Onkar Ghangurde Head - Legal, Company Secretary & Compliance Officer ICSI Membership No. A30636

Encl.: As above

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Annexure A

Sr.No.	Particulars	Description
1.	Name of the entity(ies) forming part of theamalgamation/merger,detailsinbriefsuch as, size, turnover etc.	1.TransfereeCompany:EPLLimited("Company")2.Transferor Company: Indovida India PrivateLimited ("Indovida India")3.Details of turnover and net-worth as on
		December 31, 2025 on a consolidated basis:(in INR Crores)
		ParticularsCompanyIndovida(Jan-Dec'25)India*(Jan-Dec'25)
		Turnover4,5683,809
		Net-worth1,7176,459
		Note:* The details of Indovida India include the effect ofconsummation of the acquisition of IndovidaNetherlands B.V. (and its subsidiaries) by IndovidaIndia from Indorama Netherlands B.V.
2.	Whether the transaction would fall within	IndoramaNetherlandsB.V.("IVL")holds
	related party transactions? If yes, whetherthe same is done at "arm's length"	24.44% stake in the Company(on a fully dilutedbasis)as on March 29, 2026, and also holds99.99% of the share capital of Indovida India.
		In terms of General Circular No. 30/2014 datedJuly 17, 2014, issued by Ministry of CorporateAffairs,thetransactionsarisingoutofcompromises,arrangementsandamalgamationsundertheCompaniesAct,2013, will not attract the requirements ofSection 188 of the Companies Act, 2013.
		The share exchange ratio has been determinedbased on joint valuation report issued by theindependent valuers, supported by a fairnessopinionobtainedfromaSEBIregisteredmerchant banker. The Merger is therefore atarm's length basis.

Sr.No.	Particulars	Description
3.	Area of business of the entity(ies)	The Company, along with its subsidiaries andassociate,is engaged in the business of, interalia,of manufacturing and selling of packagingproductsincluding extruded and laminatedplastic tubes, laminates, caps and closuresgloballyforproductsinthebeautyandcosmetics, health and pharmaceuticals, food,home and oral care categories.Indovida India, along with its subsidiary andassociate companies, is engaged in the business
		of, inter alia, manufacturing of packagingproducts and trading of raw materials used inmanufacture of packaging products.
4.	Rationale for amalgamation/ merger	The amalgamation of Indovida Indiawith theCompany will result in the following benefits:(a)the Company shall be better positioned todeliverwiderrangeofproductsandservicestocustomersthroughthecombined operations of the Company andIndovida India;(b)geographicaldiversificationandenhancementofoperational,organizational and financial efficiencies,therebyachievingcostsavingsandsynergies through the pooling of resources;(c)anintegratedapproachwillfacilitateenhanced efficiency in consolidation offinancials, allocation ofcapital and cashmanagement;(d)implementation of best practices and thestrategicadvancementofprocessautomationbyleveragingcutting-edgetechnologies; and(e)improvedorganizationalcapabilityandleadership,arisingfromtheeffectivepooling of human capital which bringstogether diverse skills, exceptional talent,and vast experience essential for drivingoperationalexcellenceanddeliveringsustained value to stakeholders.

Sr.	Particulars		Description
No.
5.	In case of cash consideration –amount orotherwise share exchange ratio	Upon the Mergerbecoming effective, theCompanyshallissueandallottoeachshareholder of Indovida India 286fully paid-upequity shares of face value INR 2 each of theCompany, for every 10,000fully paid-up equityshares of face value INR 10each held by suchshareholder in Indovida India.
		The share exchange ratio for the Merger isbased on the joint valuation report datedMarch 28, 2026, issued byAdvisory LLPServices, Independent Registered Valuers.	and D and P India Advisory	BDO Valuation
		Ernst & Young Merchant Banking Services LLP,a SEBI registered Category-I Merchant Bankerhas provided the fairness opinion vide its reportdated March 28, 2026aforesaid share exchange ratio.	on the	fairness of the
6.	Brief details of change in shareholding	Company:
	pattern (if any) of listed entity
		Pre-amalgamation shareholding patternfully diluted basis*:			on a
		Category	No. of Shares	%
		Promoter /Promoter Group	8,44,79,781	25.97
		Public	24,08,29,927	74.03
		Total	32,53,09,708	100.00
		Note:* As on March 29, 2026
		Post-amalgamation shareholding pattern			on a
		fully diluted basis:
		Category	No. of Shares	%
		Promoter /Promoter Group	34,87,01,552	68.37
		Public	16,13,35,842	31.63
		Total	51,00,37,394	100.00

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Annexure B

Sr.	Particulars	Description
No.1.	If the listed entity is a party to theagreement,i.details of the counterparties (includingname and relationship with the listedentity)	The following entities are party to the mergerimplementation agreement ("MIA"):(a)EPL Limited ("Company");(b)Indovida IndiaPrivate Limited ("IndovidaIndia"); and(c)Indorama Netherlands B.V. ("IVL").
2.	If listed entity is not a party to theagreement,i.name of the party entering into suchan agreement and the relationshipwith the listed entity;ii.details of the counterparties to theagreement(includingnameandrelationship with the listed entity);iii.date of entering into the agreement	Not Applicable
3.	Purpose of entering into the agreement	The MIA sets out the manner of effecting thetransactions envisaged in the Scheme and therights and obligations of the parties in relationthereto.
4.	Shareholding, if any, in the entity withwhom the agreement is executed	IVLholds 24.44% shareholding in the Companyon a fully diluted basisas on March 29, 2026,and also holds 99.99% of the share capital ofIndovida India.Indovida India does not hold any shareholdingin the Company.Further, the Company does not hold anyshareholding in Indovida India or IVL.
5.	Significant terms of the agreement (inbrief)	The MIA sets out the manner of effecting thetransactions envisaged in the Scheme and therights and obligations of the parties in relationthereto. Certain significant terms of the MIAhave been summarised below:

Sr.No.	Particulars	Description
		(a)key conditions for the implementation ofthe Scheme, which inter alia, includes:(i) receipt of necessary approvals, such asapproval of the Scheme by the NCLT, CCI,the Stock Exchangesunder Regulation 37 ofthe SEBI LODR Regulations, approval by therespective requisite majorities of each classof shareholders and creditors of IndovidaIndia and the Company; and (ii) completionofacquisition of the entire stake of IndovidaNetherlands B.V. (and its subsidiaries) byIndovida India from IVL;(b)customary standstill obligations on IndovidaIndia and the Company; and(c)sequence of events to be undertaken forthe Scheme to be effective.
6.	Extentandthenatureofimpactonmanagement or control of the listed entity	Please refer point 6in Annexure Cbelow.
7.	Details and quantification of the restrictionor liability imposed upon the listed entity	There are customary covenants with respect tostandstill obligations until the earlier of: (a) theScheme coming into effect; and (b) the date onwhich the MIA is terminated.
8.	Whether, the said parties are related topromoter/promotergroup/groupcompanies in any manner. If yes, nature ofrelationship	No
9.	Whether the transaction would fall withinrelated party transactions? If yes, whetherthe same is done at "arm's length"	Please refer point 2 in Annexure Aabove.
10.	In case of issuance of shares to the parties,details of issue price, class of shares issued	Upon the Mergerbecoming effective, theCompanyshallissueandallottoeachshareholder of Indovida India 286fully paid-upequity shares of face value INR 2 each of theCompany, for every 10,000fully paid-up equityshares of face value INR 10each held by suchshareholder in Indovida India.

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Sr.No.	Particulars	Description
		The share exchange ratio for the Merger isbased on the jointvaluation report datedMarch 28, 2026, issued by BDO ValuationAdvisory LLP and D and P India AdvisoryServices, Independent Registered Valuers.Ernst & Young Merchant Banking Services LLP,a SEBI registered Category-I Merchant Bankerhas provided the fairness opinion vide its reportdated March 28, 2026on the fairness of theaforesaid share exchange ratio.
11.	Any other disclosures related to suchagreements, viz., details of nominee on theboard of directors of the listed entity,potential conflict of interest arising out ofsuch agreements, etc.	Not applicable.
12.	Incaseofrescission,amendmentoralteration,listedentityshalldiscloseadditional details to the stock exchange(s):i.name of parties to the agreement;ii.nature of the agreement;iii.date of execution of the agreement;iv.details and reasons for amendment oralterationandimpactthereof(including impact on management orcontrolandontherestrictionorliability quantified earlier);v.reasonsforrescissionandimpactthereof(includingimpactonmanagement or control and on therestrictionorliabilityquantifiedearlier).	Not applicable.

Annexure C

Sr.No.	Particulars	Description
1.	If the listed entity is a party to theagreement,i.details of the counterparties (includingname and relationship with the listedentity)	Thefollowingentitiesarepartytotheshareholders' agreement ("SHA"):(a)EPL Limited ("Company");(b)Epsilon Bidco Pte. Ltd. ("Epsilon"); and(c)Indorama Netherlands B.V. ("IVL").
2.	If listed entity is not a party to theagreement,i.name of the party entering into suchan agreement and the relationshipwith the listed entity;ii.details of the counterparties to theagreement(includingnameandrelationship with the listed entity);iii.date of entering into the agreement	Not Applicable
3.	Purpose of entering into the agreement	The purpose of entering into the SHA is todefine the mutual rights and obligations oftheparties, and to set out the terms governing therelationship between Epsilon and IVL, and theirrelationship with the Company,following theconsummation of the Merger.
4.	Shareholding, if any, in the entity withwhom the agreement is executed	The Company has no shareholding in any of theparties to the SHA.Epsilonholds 25.97%shareholdingin theCompany on a fully diluted basis, as on March29, 2026.IVLholds 24.44% shareholding in the Companyon a fully diluted basis, as on March 29, 2026.
5.	Significant terms of the agreement (inbrief)	The SHA provides for the following significantterms:(a)Epsilon has the right to nominate 1 (one)director and IVLhas the right to nominate atleast 3 (three) directors on the Board of theCompany.

Sr.No.	Particulars	Description
		(b)Prior approval of both Epsilon and IVLisrequired to be obtained by the Company inrespectofcertain reserved matters.(c)Epsilon and IVLcan freely transfer theirshares, subject to the restrictions set out inthe SHA.(d)IVLwill be subject to certainnon-competeobligationsfrom the effectivenessof theMerger, andEpsilon will be subject tocertain non-solicit obligations from theeffectivenessof the Merger.
6.	Extentandthenatureofimpactonmanagement or control of the listed entity	(a)Epsilon has the right to nominate 1 (one)director and IVL has the right to nominateat least 3 (three) directors on the Board ofthe Company.(b)Prior written approval of both Epsilon andIVL is tobeobtained by the Company inrespect of certain reserved matters.
7.	Details and quantification of the restrictionor liability imposed upon the listed entity	Not applicable
8.	Whether, the said parties are related topromoter/promotergroup/groupcompanies in any manner. If yes, nature ofrelationship	As on the date of this intimation, Epsilon is apromoter of the Company.Upon the Scheme coming into effect, IVL willalsobeclassifiedasapromoteroftheCompany.
9.	Whether the transaction would fall withinrelated party transactions? If yes, whetherthe same is done at "arm's length"	Not applicable.
10.	In case of issuance of shares to the parties,details of issue price, class of shares issued	Not applicable.
11.	Any other disclosures related to suchagreements, viz., details of nominee on theboard of directors of the listed entity,potential conflict of interest arising out ofsuch agreements, etc.	Not applicable.

Sr.	Particulars	Description
No.
12.	Incaseofrescission,amendmentoralteration,listedentityshalldiscloseadditional details to the stock exchange(s):i.name of parties to the agreement;ii.nature of the agreement;iii.date of execution of the agreement;iv.details and reasons for amendment oralterationandimpactthereof(including impact on management orcontrolandontherestrictionorliability quantified earlier);v.reasonsforrescissionandimpactthereof(includingimpactonmanagement or control andon therestrictionorliabilityquantifiedearlier)	Not applicable.

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Annexure D

Sr.	Particulars	Description
No.1.	Name(s)ofpartieswithwhomtheagreement is entered	The following entities are party to thetransitionservices agreement ("TSA"):(a)EPL Limited ("Company");(b)Indorama Ventures Global ServicesLimited("IVGSL"); and(c)Indorama Netherlands B.V. ("IVL").
2.	Purpose of entering into the agreement	Upon the Scheme coming into effect, IVGSL willprovide or procure the provision of certainsupport servicesto the Company and certainsubsidiaries of the Companyuntil the expiry of5 (five) or 10 (ten) years, as applicable.
3.	Size of agreement	The transition services are to be provided to theCompanyandcertainsubsidiariesoftheCompany at the same cost charged by IVGSL toits group companies in connection with theprovision of these services.
		The aggregate service fees payable in calendaryear 2026 shall not exceed:(a)USD 1,030,000, in respect of the TransitionServices set out in Part A of Schedule 1 ofthe TSA; and(b)USD 1,370,000, in respect of the TransitionServices set out in Part B of Schedule 1 ofthe TSA.
4.	Shareholding, if any, in the entity withwhom the agreement is executed	The Company has no shareholding in any of theparties to the TSA.As on the date of this intimation, IVL holds24.44% shareholding in the Company on a fullydiluted basis, as on March29, 2026.
5.	Significant terms of the agreement (inbrief) special rights like right to appointdirectors, first right to share subscriptionin case of issuance of shares, right torestrict any change in capital structure etc.	The significant terms of theTSA are as below:(a)The term for services under Part A ofSchedule 1 of the TSA is 5 years from theeffectivenessof the Merger, and for theservice under Part B of Schedule 1 of theTSA is 10 years from the effectivenessof theMerger.

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Sr.No.	Particulars	Description
		(b)IVL, at the option of the Company,willsupplycertainrawmaterialstotheCompany and its subsidiaries for period of 7years post the effectiveness of the Merger(and to its group entitiespre-merger) on thesame commercial terms applicable in thecalendar year 2025.(c)No special rights such as appointment ofdirectors, first right to share subscription orright to restrict any change in capitalstructure are granted under the TSA.
6.	Whether, the said parties are related topromoter/promotergroup/groupcompanies in any manner. If yes, nature ofrelationship	Upon the Scheme coming into effect, IVL willalsobeclassifiedasapromoteroftheCompany.
7.	Whether the transaction would fall withinrelated party transactions? If yes, whetherthe same is done at "arm's length"	The transaction would fall within related partytransactions, as post the Merger,IVGSL, IVLandthe Company will form part of the same group.The TSA has been negotiated on an arm'slength basis, with services to be provided at thesame cost that was charged by IVGSL.
8.	In case of issuance of shares to the parties,details of issue price, class of shares issued	Not applicable.
9.	In case of loan agreements, details oflender/borrower, nature of the loan, totalamountofloangranted/taken,totalamount outstanding, date of execution oftheloanagreement/sanctionletter,details of the security provided to thelenders / by the borrowers for such loan orin case outstanding loans lent to a party orborrowed from a party become materialon a cumulative basis	Not applicable.
10.	Any other disclosures related to suchagreements, viz., details of nominee on theboard of directors of the listed entity,	Please refer to the disclosure in Sr. No. 5of thisAnnexure D.

Sr.	Particulars	Description
No.
	potential conflict of interest arising out ofsuch agreements, etc.	Inaddition,therewillbenonomineesappointed to the board of directors of theCompany under the TSA.
11.	In case of termination or amendment ofagreement, listed entity shall discloseadditional details to the stock exchange(s):i.name of parties to the agreement;ii.nature of the agreement;iii.date of execution of the agreement;iv.details of amendment and impactthereof or reasons of termination andimpact thereof.	Not applicable.

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