EPL Limited’s Board of Directors has approved the amalgamation of Indovida India Private Limited into the Company via a scheme of arrangement. The merger consideration will be settled through an all-equity share swap ratio determined by independent valuers. This strategic move aims to enhance product offerings, achieve operational synergies, and consolidate financial efficiencies for stakeholders. Related agreements, including the MIA, SHA, and TSA, were also executed.
EPL Announces Strategic Amalgamation of Indovida India
EPL Limited announced the approval of a significant corporate action following its Board meeting on March 29, 2026. The Board sanctioned the Scheme of amalgamation, involving the merger by absorption of Indovida India Private Limited (“Indovida India”) into EPL Limited (“Company”). This merger is structured on a going concern basis and is subject to various statutory and regulatory approvals, including those from the NCLT and CCI.
Business Rationale and Synergies
The amalgamation is expected to yield several key benefits:
- Positioning the Company to deliver a wider range of products and services through combined operations.
- Achieving geographical diversification and financial efficiencies via the pooling of resources, leading to cost savings and synergies.
- Facilitating integrated approaches for consolidated financials and improved capital management.
- Driving operational excellence through the pooling of diverse human capital and experience.
EPL currently focuses on manufacturing and selling packaging products like plastic tubes and closures for beauty and FMCG sectors. Indovida India is engaged in manufacturing packaging products and trading related raw materials.
Key Transaction Details
The transaction will be executed through an all-equity swap, with no cash consideration involved. The determined share exchange ratio is:
286 fully paid-up equity shares of face value INR 2 each of the Company for every 10,000 fully paid-up equity shares of face value INR 10 each held by Indovida India shareholders.
This ratio was finalized based on a joint valuation report dated March 28, 2026, and supported by a fairness opinion from Ernst & Young Merchant Banking Services LLP.
Impact on Shareholding Structure
The merger will significantly alter the post-amalgamation shareholding structure on a fully diluted basis (as of March 29, 2026):
| Category | No. of Shares | % |
|---|---|---|
| Pre-Amalgamation Promoter/Promoter Group | 8,44,79,781 | 25.97 |
| Post-Amalgamation Promoter/Promoter Group | 34,87,01,552 | 68.37 |
| Post-Amalgamation Public | 16,13,35,842 | 31.63 |
The total post-merger shares will be 51,00,37,394.
Related Party Agreements Finalized
Concurrent with the merger approval, the Board also approved the execution of critical ancillary agreements:
- Merger Implementation Agreement (MIA): Executed with Indovida India and Indorama Netherlands B.V. (“IVL”).
- Shareholders’ Agreement (SHA): Executed with Epsilon Bidco Pte. Ltd. (“Epsilon”) and IVL. This agreement grants Epsilon the right to nominate 1 director and IVL the right to nominate at least 3 directors post-merger.
- Transition Services Agreement (TSA): Executed with IVGSL and IVL, covering support services for 5 or 10 years post-merger. The maximum aggregate fees payable in calendar year 2026 are capped at USD 1,030,000 (Part A) and USD 1,370,000 (Part B).
The documents confirm that IVL holds 24.44% of the Company on a fully diluted basis (as of March 29, 2026) and controls 99.99% of Indovida India. Epsilon is currently classified as a promoter of EPL, and IVL will be classified as a promoter upon the Scheme’s effectiveness. All related party transactions, including the merger consideration, are deemed to be conducted on an “arm’s length” basis.
Source: BSE
