EPL Limited announced the Board’s approval for the amalgamation of Indovida India Private Limited into the Company via a merger by absorption. This transaction is structured as an arm’s length arrangement supported by independent valuations. The Board also approved the execution of a Merger Implementation Agreement (MIA), a Shareholders’ Agreement (SHA) with Epsilon and IVL, and a Transition Services Agreement (TSA) with IVGSL. The merger significantly alters the post-transaction shareholding structure.
Scheme of Amalgamation Approved
EPL Limited’s Board of Directors, in a meeting concluded on March 29, 2026, approved the Scheme of amalgamation involving the merger by absorption of Indovida India Private Limited (“Indovida India”) into the Company. This process will occur on a going concern basis under applicable provisions of the Companies Act, 2013.
Transaction Rationale and Benefits
The primary rationale for this merger is to enhance the combined entity’s market position, allowing it to deliver a wider range of products and services. Key anticipated benefits include:
- Geographical diversification and operational/financial efficiencies through the pooling of resources.
- Integrated approach facilitating enhanced efficiency in financial consolidation and cash management.
- Strategic advancement via process automation leveraging new technologies.
- Improved organizational capability by pooling diverse skills and experience.
Arm’s Length Basis Confirmation
The transaction has been determined to be at arm’s length basis. The share exchange ratio was established using a joint valuation report dated March 28, 2026, by BDO Valuation Advisory LLP and D and P India Advisory Services. Furthermore, Ernst & Young Merchant Banking Services LLP provided a fairness opinion on this ratio on the same date.
Share Exchange Ratio Details
Upon the Merger becoming effective, EPL will issue and allot 286 fully paid-up equity shares of face value INR 2 each for every 10,000 fully paid-up equity shares of face value INR 10 held by Indovida India shareholders.
Related Party Transactions and Shareholding
Indorama Netherlands B.V. (“IVL”), a related party, currently holds 24.44% of the Company (fully diluted) and 99.99% of Indovida India. Indovida India does not hold any shares in EPL.
The transaction falls within related party classifications; however, it is deemed at arm’s length. Importantly, in terms of General Circular No. 30/2014, these merger arrangements under the Companies Act, 2013, will not attract the requirements of Section 188.
Impact on Shareholding Structure
The transaction results in a significant shift in the public and promoter shareholding of the listed entity (as of March 29, 2026):
| Category | Pre-Amalgamation (No. of Shares) | Pre-Amalgamation (%) | Post-Amalgamation (No. of Shares) | Post-Amalgamation (%) |
|---|---|---|---|---|
| Promoter / Promoter Group | 8,44,79,781 | 25.97 | 34,87,01,552 | 68.37 |
| Public | 24,08,29,927 | 74.03 | 16,13,35,842 | 31.63 |
| Total | 32,53,09,708 | 100.00 | 51,00,37,394 | 100.00 |
Ancillary Agreements Executed
The Board also approved the signing of three critical related agreements:
1. Merger Implementation Agreement (MIA)
Executed by EPL, Indovida India, and IVL. This agreement outlines the procedural steps and obligations for implementing the Scheme, including obtaining approvals from statutory bodies like the NCLT and CCI, and customary standstill obligations.
2. Shareholders’ Agreement (SHA)
Executed by EPL, Epsilon Bidco Pte. Ltd. (“Epsilon”), and IVL. This sets the terms governing the relationship post-merger. Key provisions include: Epsilon nominating 1 director and IVL nominating at least 3 directors to the Board. Both Epsilon and IVL will be classified as a promoter of the Company upon the Scheme’s effectivity.
3. Transition Services Agreement (TSA)
Executed by EPL, IVL, and Indorama Ventures Global Services Limited (“IVGSL”). IVGSL will provide support services for 5 or 10 years post-merger. The aggregate fees for calendar year 2026 are capped at USD 1,030,000 (Part A) and USD 1,370,000 (Part B). The services will be provided at the same cost charged to other group companies, ensuring an arm’s length basis.
Source: BSE
