EPL LIMITED — Share Issue/Capital Change 2022

Dec 9, 2022

Annexure - II

FORMAT FOR DISCLOSURE OF REASONS FOR ENCUMBRANCE

(In addition to Annexure - I prescribed by way of circular dated August 05, 2015)

Name of listed company	EPL Limited (formerly known as EsselPropackLimited)("TargetCompany")
Name of the recognised stock exchanges where the sharesof the company are listed	BSE LimitedNational Stock Exchange of IndiaLimited
Name of the promoter(s) / PACs whose shares have beenencumbered	Epsilon Bidco Pte. Ltd.("EpsilonBidco") (the promoter of the TargetCompany)isawhollyownedsubsidiary of Epsilon PledgeCo Pte.Ltd. ("Parent").
	Note: Parent and Epsilon Bidco haveagreed to certain covenants that are inthe nature of encumbrance in relationto an offshore facility availed byEpsilonBidcoforrefinancinganexisting facility.
	Parent, from the date such existingfacility is refinanced, will create apledge on its entire shareholding inEpsilon Bidco.
	Parent does not directly hold anyequity shares in the Target Company.To clarify, Epsilon Bidco has notcreated any pledge on the equity sharesof the Target Company.
	EpsilonBidcoholds16,39,73,866sharesoftheTargetCompanyamounting to 51.91% of the total paidupsharecapitaloftheTargetCompany.
Total promoter shareholding in the listed company	The details of shareholding of EpsilonBidco (i.e. the promoter of the TargetCompany) in the Target Company areas follows:
	No. of shares* – 16,39,73,866% of total share capital* – 51.91
Encumbered shares as a % of promoter shareholding	Epsilon Bidco has not pledged anyshares in the Target Company. Pleaserefer to the Note set out above.
Whether encumbered share is 50% or more of promotershareholding	Please refer to the Note set out above.
Whether encumbered share is 20% or more of total sharecapital	Please refer to the Note set out above.

DETAILS OF ALL THE EXISTING EVENTS/ AGREEMENTS PERTAINING

TO ENCUMBRANCE

		Encumbrance 1(Date of creation of encumbrance: 1December 2022)
arrangement in the nature of encumbrance)	Type of encumbrance (pledge, lien, negative lien, non-disposalundertaking etc. or any other covenant, transaction, condition or	Please refer to the Note set out above.
No. and % of shares encumbered		Please refer to the Note set out above.
Specificdetailsabouttheencumbrance	Name of the entity in whose favourshares encumbered (X)	DB International Trust (Singapore)Limited
	Whether the entity X is a scheduledcommercial bank, public financialinstitution,NBFCorhousingfinance company? If No, providethe nature of the business of theentity.	YES/ No.DB International Trust (Singapore)Limited is the Security Agent.
	Names of all other entities in theagreement	Listedcompanyanditsgroupcompanies (if any)-1. EPL Limited2. Epsilon Bidco Pte. Ltd.3. Epsilon Pledgeco Pte. Ltd.
		Other entities (if any)-1.Investec Bank plc2.Mashreqbank psc3.StandardCharteredBank,Dubai International FinancialCentre Branch, regulated bythe Dubai Financial ServicesAuthority4.DeutscheBankAG,Singapore Branch5.DBInternationalTrust
	Whethertheencumbranceisrelating to any debt instruments viz.debenture,commercialpaper,certificate of deposit etc.? If yes,providedetailsabouttheinstrument, including credit rating	(Singapore) LimitedYES/ NoThe encumbrance is in respect of aU.S. Dollar term loan facility availedby Epsilon Bidco.If yes,
		1.Name of the issuer: N.A.2.Detailsofthedebtinstrument: N.A.3.Whether the debt instrumentis listed on stock exchanges?N.A.4.Credit rating of the debtinstrument: N.A.
Security Cover/Asset Cover		5.ISIN of the instrument: N.A.Value of shares on the date of event / Not applicable. Please refer to the Note

	agreement (A)set out above.
	Amount involved (against whichNot applicable. Please refer to the
	shares have been encumbered) (B)Note set out above.
	Ration of A/BNot applicable.
End use of money	Borrowed amount to beUtilised primarily for refinancing theutilized for what purpose –amounts outstanding under the loan(a)Personalusebyfacility agreement dated 18 July 2019,promoters and PACsamongothers,EpsilonBidcoasborrower, theEpsilon Pledgecoas(b)For the benefit ofparent and the financial institutionslisted companylisted in schedule 1 therein as originallenders.Provide details includingamount, purpose of raising money bylistedcompany,schedulefor
	utilization of amount, repaymentschedule etc.
	(a) Any other reason (please
	specify)

(*) Total share capital/ voting capital is taken as per the latest filing done by the Company to the Stock Exchange under Clause 35 of the listing agreement.

Signature of Authorised Signatory:

Place: Date: 12/8/2022 Singapore