BSECompany Update1d ago · 19 Oct 2026, 03:17 pm
Observation Letters received from BSE and NSE in relation to Scheme of Amalgamation of Indovida India Private Limited with the Company and their respective shareholders, is enclosed herewith.
EPL Ltd · 500135
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EPL Ltd has received observation letters from BSE and NSE with no adverse observations on the Scheme of Amalgamation of Indovida India Private Limited with the Company, paving the way for the merger.
Analysis Scores
Earnings Impact5/10
Growth Catalyst6/10
Governance Concern2/10
Regulatory Risk3/10
Balance Sheet Risk4/10
Liquidity Impact8/10
Market Sentiment6/10
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EPL Ltd - 500135 - Announcement under Regulation 30 (LODR)-Scheme of Arrangement
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October 19, 2026
BSE Limited National Stock Exchange of India Limited
Phiroze Jeejeebhoy Towers, Exchange Plaza, C/1, Block G,
Dalal Street, Mumbai - 400001 Bandra-Kurla Complex, Bandra (E), Mumbai - 400051
Scrip Code: 500135 Trading Symbol: EPL
Sub. : Receipt of Observation Letters with no adverse observations, from BSE Limited (‘BSE’) and
National Stock Exchange of India Limited (‘NSE’) - EPL Limited (“Company”) in relation to the
Scheme of Amalgamation (by way of merger by absorption) of Indovida India Private Limited
with the Company and their respective shareholders, on a going concern basis, under Sections
230 to 232 and other applicable provisions of the Companies Act, 2013 and the rules framed
thereunder (“Scheme”)
Ref. : 1. Disclosure under Regulation 30 of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 (as amended) (“SEBI LODR
Regulations”)
2. ISIN: INE255A01020
Sir/Madam,
This is in furtherance of our intimation dated March 29, 2026, whereby it was informed that the Board of
Directors of the Company (“Board”) had, at its meeting held on March 29, 2026, considered and approved
the Scheme (as described hereinabove), subject to necessary statutory and regulatory approvals under the
applicable laws.
The Company had, on April 22, 2026, filed the necessary applications with BSE and NSE, respectively, in terms
of the provisions of Regulation 37 of the SEBI LODR Regulations, seeking their ‘No Objection’ to the proposed
Scheme.
In that regard, we wish to inform you that the Company has, today i.e. on October 19, 2026, received the
Observation Letters with no adverse observations, from BSE, vide letter bearing ref. no.
DCS/AMAL/RD/R37/281/2026-27 dated October 19, 2026, and NSE, vide letter bearing ref. no.
NSE/LIST/54705 dated October 19, 2026, under Regulation 37 of SEBI LODR Regulations, thereby conveying
their ‘No Objection’ to the Scheme.
Copies of the Observation Letters from BSE and NSE are enclosed herewith as Annexure A and Annexure B,
respectively, and are also available on the website of the Company at https://www.eplglobal.com/.
This is for your information and records. Thanking you.
Yours faithfully,
For EPL Limited
Onkar Ghangurde
Head - Legal, Company Secretary & Compliance Officer
ICSI Membership No. A30636
Encl.: As above
Page 1 of 9
Annexure A
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DCS/ AMAL/RD/R37 /281/2026-27 October 19, 2026
The Company Secretary,
EPL Limited
PO Vasind, Taluka Shahapur,
Thane, Maharashtra - 421604.
Dear Sir/Madam,
Sub: Draft Scheme of Arrangement filed by EPL Limited
We refer to your application for scheme of amalgamation of lndovida India Private Limited (Transferor
Company/ lndovida) with EPL Limited (Transferee Company/ EPL) under Section 230-232 and other
applicable provisions of the Companies Act, 2013, filed with the Exchange under Regulation 37 and
94(2) of SEBI (LODR) Regulations, 2015, read with SEBI Master circular no. SEBI/HO/CFD/POD-
2/P /CIR/2023/93 dated June 20, 2023.
In this regard, SEBI vide its letter dated October 16, 2026, has inter alia given the following comment(s)
on the said draft scheme of Arrangement: -
1. "The entity shall ensure that it discloses all details of ongoing adjudication & recovery
proceedings, prosecution initiated and all other enforcement action taken, if any, against the
Company, its promoters and directors, before Hon'ble NCLT and shareholders, while seeking
approval of the scheme."
2. "The entity shall ensure that additional information, if any, submitted by it after filing the
scheme with the stock exchange, from the date of receipt of this letter, is displayed on the
websites of the listed company and the stock exchanges."
3. "The entity shall ensure compliance with the SEBI circulars issued from time to time."
4. "The entities involved in the Scheme shall duly comply with various provisions of the Circular
and ensure that all the liabilities of the Transferor Company shall stand transferred to and
vested in and be deemed to be transferred to and vested in the Transferee Company."
5. "The entity shall ensure that the financials in the scheme including financials considered for
valuation report are not for period more than 6 months old."
6. "The entity is advised that the details of the proposed scheme under consideration as provided
by the Company to the Stock Exchange shall be prominently disclosed in the notice sent to the
Shareholders."
7. "Both the entities are advised to disclose the following as a part of explanatory statement or
notice or proposal accompanying resolution to be passed to be forwarded by the company to
the shareholders while seeking approval u/s 230 to 232 of the Companies Act 2013 -
Page 2 of 9
Page 1 of4
Registered Office: BSE Limited, Floor 25, P J Towers, Dalal Street, Mumbai -400 001, India. T: +91 22 2272 1234/33 I E: corp.comm@bseindia.com
www.bseindia.com I Corporate Identity Number: L67120MH2005PLC155188
The Power of Vibrance
a) Need for the merger, rationale of the scheme, synergies of business of the entities involved
in the scheme, impact of the scheme on the shareholders and cost benefit analysis of the
scheme.
b) Details of Registered Valuer issuing Valuation Report and Merchant Banker issuing Fairness
opinion, Summary of methods considered for arriving at the Share-Swap Ratio and
Rationale for using above methods.
c) Basis for arriving at the share swap ratio.
d} Pre and Post scheme shareholding of transferor and transferee companies as on the date of
notice of shareholders meeting along with rationale for changes, if any, occurred between
filing of Draft Scheme to Notice to shareholders.
e) Capital built-up of transferor and transferee companies since incorporation and last 3 years.
f) Details of Revenue, PAT and EBIDTA of transferor and transferee companies for last 3 years.
g) Value of Assets and liabilities of transferor company that are being transferred to transferee
company and post-merger balance sheet of transferee company.
h) Details of potential benefits and risks associated with the amalgamation.
i) Financial implication of the amalgamation on Promoters, Public Shareholders and the
companies involved in the scheme along with future growth prospects of transferee
company pursuant to merger.
8. "Disclose all pending actions against the entities involved in the scheme its
promoters/directors/KMPs."
9. "The entity shall ensure that applicable additional information, if any to be submitted to SEBI
along with draft scheme of arrangement as advised by email dated October 19, 2026 shall form
part of disclosures to the shareholders."
10. "The entity is advised that the proposed equity shares to be issued in terms of the "Scheme"
shall mandatorily be in demat form only."
11. "The entity is advised that the "Scheme" shall be acted upon subject to the applicant complying
with the relevant clauses mentioned in the scheme document."
12. "No changes to the draft scheme except those mandated by the regulators/ authorities /
tribunals shall be made without specific written consent of SEBI."
13. "The entity is advised that the observations of SEBI/Stock exchanges shall be incorporate~ in
the petition to be filed before NCLT and the company is obliged to bring the observations to the
notice of NCLT."
14. "The entity is advised to comply with all the applicable provisions of the Companies Act, 2013,
rules and regulations issued thereunder including obtaining the consent from the creditors for
the proposed scheme."
15. "It is to be noted that the petitions are filed by the company before NCLT after precessing and
communication of comments/observations on draft scheme by SEBl/stock exchange. Hence,
the company is not required to send notice for representation as mandated under section 230(5)
of Companies Act, 2013 to SEBI again for its comments/ observations/ representations."
Page 3 of 9
Page 2 of 4
The Power of Vibrance
16. "The listed en
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