EPL Limited 's board of directors officially approved the comprehensive merger scheme with Indovida India Private Limited on March 29, 2026, through formal regulatory filings under Regulation 30 of SEBI LODR Regulations. The board meeting, held from 5:00 PM to 5:25 PM IST, formalized the creation of a $1 billion revenue entity valued at approximately $2 billion, positioning the combined entity as one of the largest emerging markets packaging platforms.

Official Board Resolutions and Regulatory Framework

The board formally approved the scheme of amalgamation by way of merger by absorption under Sections 230 to 232 of the Companies Act, 2013. The comprehensive approval encompasses multiple strategic agreements essential for the merger's implementation:

Transaction Valuation and Share Exchange Structure

The merger establishes significant value creation with EPL being valued at approximately $1.20 billion, representing INR 339 per share - a 70% premium to Friday's closing price. The share exchange ratio has been determined at 286 fully paid-up equity shares of EPL (face value ₹2 each) for every 10,000 fully paid-up equity shares of Indovida India (face value ₹10 each):

Financial Scale and Performance Integration

The merger combines substantial packaging companies with significant consolidated scale. Based on December 31, 2025 financial metrics, the transaction demonstrates substantial magnitude:

The merger is expected to be margin accretive, with 2025 EBIT margin expanding from 12.40% for EPL to 13.60% for the merged entity, while RoCE is projected to increase from 18.70% to 20.90%.

Shareholding Structure Transformation

The merger will significantly alter EPL's shareholding structure, with Indorama Ventures emerging as co-promoter holding 51.80% ownership and the total promoter stake increasing dramatically from 25.97% to 68.37%:

Pre-Merger Shareholding (March 29, 2026):

Post-Merger Shareholding (Projected):

Investor Conference Call and Stakeholder Communication

Following the board approval, EPL Limited conducted an investor conference call on March 30, 2026, to discuss the scheme of amalgamation with analysts and investors. The company has made the audio recording of this conference call available on its official website at https://www.eplglobal.com/news-media/#multimedia for broader stakeholder access.

Regulatory Approvals and Implementation Timeline

The merger requires comprehensive regulatory approvals including NCLT, SEBI, stock exchanges, CCI, and requisite shareholder majorities. The transaction involves multiple jurisdictions with 40 combined manufacturing facilities across 17 countries and approximately 8,700+ employees.

Goldman Sachs serves as financial advisor, with Ernst & Young providing fairness opinion on the swap ratio. BDO Valuation Advisory LLP and D and P India Advisory Services issued joint valuation reports supporting the share exchange ratio determination.

Strategic Business Rationale

The merger creates a diversified multi-format packaging platform spanning flexible and rigid packaging solutions. EPL contributes expertise in laminated tubes, extruded tubes, and caps & closures across 21 facilities in 11 countries, while Indovida brings rigid PET packaging capabilities through 19 facilities across 9 countries.

Hemant Bakshi will remain Group CEO of the merged entity, while Sunil Marwah will continue leading Indovida business operations. The combined entity will focus on emerging markets, with approximately 75% of revenue expected from these high-growth regions.

EPL Limited announced the successful completion of its postal ballot process on March 27, 2026, with shareholders demonstrating overwhelming support for key board appointments through remote e-voting. The company's shareholders participated in the electronic voting process that ran from February 25, 2026, to March 26, 2026, with all three proposed resolutions receiving requisite majority approval.

Postal Ballot Process and Regulatory Framework

The postal ballot was conducted exclusively through remote e-voting in accordance with Regulation 44 of SEBI LODR Regulations and Section 108 of the Companies Act, 2013. The voting process commenced at 9:00 AM on February 25, 2026, and concluded at 5:00 PM on March 26, 2026. Mr. Dilip Bharadiya, Partner of M/s. Dilip Bharadiya & Associates, served as the appointed scrutinizer to ensure fair and transparent voting.

Resolution Results and Voting Outcomes

All three resolutions presented to shareholders received exceptional approval rates, demonstrating strong institutional and retail investor confidence in the proposed appointments.

Item 1: Appointment of Mr. Anand Kripalu as Non-Executive Director

The ordinary resolution for appointing Mr. Anand Kripalu (DIN: 00118324) as Non-Executive, Non-Independent Director effective April 1, 2026, secured 99.24% approval from voting shareholders.

Item 2: Appointment of Mr. Hemant Bakshi as Director

Shareholders approved the ordinary resolution for Mr. Hemant Bakshi's (DIN: 02362738) appointment as Director effective January 1, 2026, with 99.66% support.

Item 3: Appointment of Mr. Hemant Bakshi as Managing Director & Global CEO

The special resolution appointing Mr. Hemant Bakshi as Managing Director & Global Chief Executive Officer for a five-year term from January 1, 2026, to December 31, 2030, received overwhelming 99.97% approval.

Documentation and Compliance

The company dispatched the postal ballot notice on February 23, 2026, to 94,034 members via email, followed by a corrigendum on March 20, 2026. The process adhered to various MCA circulars and SEBI regulations, ensuring complete transparency and regulatory compliance. National Securities Depositories Limited (NSDL) provided the remote e-voting facility, with the voting module disabled after the conclusion period.

The voting results and scrutinizer's report have been made available on the company's website at www.eplglobal.com and relevant stock exchange platforms, fulfilling all disclosure requirements under applicable regulations.