EPL Limited to merge with Indovida India Private Limited

EPL Limited has announced a significant corporate action following its Board Meeting held on March 29, 2026. The company has approved a scheme of amalgamation by way of merger by absorption of Indovida India Private Limited with EPL Limited. This merger, to be undertaken on a going concern basis, will involve the issuance and allotment of equity shares of EPL Limited to the shareholders of Indovida India, based on a stipulated share exchange ratio.

The merger is subject to various statutory and regulatory approvals, including those from the BSE Limited, National Stock Exchange of India Limited, Securities and Exchange Board of India (SEBI), the National Company Law Tribunal (NCLT), and the Competition Commission of India (CCI), as well as approvals from shareholders and creditors of both companies.

In conjunction with the merger, EPL Limited will execute a Merger Implementation Agreement (MIA) with Indovida India and Indorama Netherlands B.V. (IVL), a Shareholders’ Agreement (SHA) with Epsilon Bidco Pte. Ltd. and IVL, and a Transition Services Agreement (TSA) with Indorama Ventures Global Services Limited and IVL. These agreements outline the terms and conditions for the integration process, the rights and obligations of the parties involved, and the provision of transition services post-merger.

As of December 31, 2025, EPL Limited reported a turnover of ₹4,568 crore and a net-worth of ₹1,717 crore. Indovida India reported a turnover of ₹3,809 crore and a net-worth of ₹6,459 crore. The rationale for the amalgamation includes enhanced product offerings, geographical diversification, improved operational and financial efficiencies, cost savings, synergies, integrated financial management, and the implementation of best practices and automation.

The share exchange ratio for the merger has been determined based on a joint valuation report dated March 28, 2026, by BDO Valuation Advisory LLP and D and P India Advisory Services, with a fairness opinion provided by Ernst & Young Merchant Banking Services LLP. Shareholders of Indovida India will receive 286 fully paid-up equity shares of face value ₹2 each of EPL Limited for every 10,000 fully paid-up equity shares of face value ₹10 each held in Indovida India.

The Shareholders' Agreement will grant Epsilon the right to nominate one director and IVL the right to nominate at least three directors on the Board of EPL Limited. Both Epsilon and IVL will require prior approval for certain reserved matters. The Transition Services Agreement will ensure the provision of support services by Indorama Ventures Global Services Limited for a period of 5 to 10 years post-merger, with specific cost limits for 2026.