EPL LIMITED

Essel Propack Ltd(formerly known as Essel Propack Ltd)was incorporated on 22 December 1982. The company was the first company to introduce laminated tubes in India, promoted by Essel Group. They commenced their operations in the year 1984, by setting up a manufacturing facility for producing laminate tubes and laminates. The Company is a leading manufacturer globally of Laminated Plastic Tubes and Laminates. The Company operate into the business of manufacture of plastic packaging material in the form of multilayer collapsible tubes and laminates used primarily for packaging of consumer products in the Beauty & Cosmetics, Health & Pharmaceuticals, Food, Home and Oral care categories. Its operations are spread across the globe, in 11 countries and 20 manufacturing units. In the year 1993, the company took their first step towards becoming a global player by setting up their first overseas plant in Egypt. In April 1994, they incorporated Essel Overseas Ltd, which is 100% subsidiary of the company and is mainly engaged in export business. In August 1997, they started their manufacturing operations in Goa and in November 1997, they started a wholly owned subsidiary in Guangzhou, China. In January 1998, the company's fifth manufacturing plant was set up in Silvassa. The company's joint venture Essel Deutschland GmbH, commenced their operations on January 1, 2000. During the year 2002, the company's subsidiary in Marutius, Propack Mauritius Ltd was merged with Lamitube Technologies Ltd. In the year 2004, the company acquired Arista Tubes of UK, a leading manufacturer of seamless plastic tubes in UK and was renamed as Essel Propack UK. In the year 2005, the company commissioned a state-of-the-art Caps & Closures manufacturing facility in Danville, USA, for supplying laminated tubes for Proctor & Gamble's North American operations. They set up a green field facility in Russia to manufacture laminated tubes. In the same year 2005, they acquired UK based laminate manufacturing company namely, Telcon Packaging Ltd. In July 2005, they commissioned their plant at Nalagarh for manufacturing laminated tubes. In the year 2006, the company forayed into the Medical Devices business by acquiring Tacpro Inc in USA and Avalon Medical Services in Singapore. These two companies were the manufacturers of Medical Devices such as catheters and balloons. In the same year, they acquired Packaging India Pvt Ltd, which is one of the largest manufacturers of specialty packaging materials. In December 2006, the company started commercial production of co-extruded plastic tubes in Danville, Virginia in the USA. In the year 2007, the company commissioned a state of the art plant in Poland to cater to the requirement of their customers in Europe for Plastic Tubes under the brand name of Arista Tubes, UK. Also, the second plant of Packaging India Pvt. Ltd situated in Uttarakhand, for manufacturing Specialty Packaging began their commercial production. In the business of Medical Devices, the company's state of art facility to handle high volume manufacturing was started in Singapore. In March 2008, the company expanded their footprint in USA with the acquisition of Catheter and Disposables Technology, Inc. in Minneapolis, USA. In September 2008, the company through their step down subsidiary, Tacpro Inc, USA acquired 74% equity holding of Medical Engineering and Design Inc, a company based in Minneapolis, USA and a supplier of specialized disposable Medical Devices. During the year ended 31 March 2014, Essel Propack incorporated two new wholly owned subsidiaries viz. EP Lamitubes Ltd and EP Lamipack Ltd. As part of re-organisation of the group equity holding structure, Essel Propack' s investment in its wholly owned subsidiary viz. Lamitube Technologies Ltd, Mauritius was transferred to EP Lamipack Ltd. During the year under review, Essel Propack's laminated tube unit in the US worked to develop customers in the non oral care categories, by deploying new generation products and technology. This unit crossed Rs. 3 billion revenue mark. During the year, Essel Propack's Polish unit completed a significant expansion in the laminated tube capacity for oral care, on back of a large long term contract with a FMCG major. The project has taken off smoothly and the ramping up got completed by the third quarter of the year. Consequently, the unit's achieved break even at the EBITDA level. During the year, Essel Propack's German joint venture unit put behind the problems that existed during the previous year and half. The China unit won a contract for supply of premium laminated tubes for a prestigious FMCG cosmetic brand in the last quarter of the year. The Philippine had won a long term contract for cosmetic tube, for which capacity was ramped up fully during the year. Essel Propack's India unit initiated major customer development programmes in order to grow sales of plastic tubes where the capacity was expanded during the year. The unit has won a large contract during the year for supply of oral care tubes to a lead customer. During the year under review, Essel Propack invested in a state of art laminator, custom built to support large scale manufacture of high quality new structures created by the company's Research and Development unit. During the year ended 31 March 2015, new capacity investment made by Essel Propack in India early in the year could not ramp up as envisaged in the wake of a sluggish Indian economy. The company continued to pursue opportunity in Pharma packaging and help change of other packaging form to laminated tube. Several efficiency improvement measures too were implemented at the factories. A new clean room for pharma packaging was commissioned in another unit. Essel Propack's Chinese subsidiary commissioned a new unit in December 2014 in the East of China where the major part of the Cosmetic Industry of China is located. Essel Propack's subsidiary in Poland turned profitable during the year. During the year under review, Essel Propack's Russian unit initiated a growth plan by de-bottlenecking capacity. Essel Propack's USA unit invested further in new capability during the year as a means to sustain its foray into the high value non oral care category. The extruded plastic tube unit in USA which was heavily into loss in the past was re-structured with an optimised customer portfolio and value selling. During the year under review, Essel Propack's Mexico unit operationalized a new non oral care contract for a prestigious MNC brand. As part of simplifying the holding structure, EP Lamitubes Ltd., a wholly owned Indian subsidiary of Essel Propack, was amalgamated with the company with effect from the appointed date April 1, 2014, pursuant to a Scheme approved by the Mumbai High Court at its hearing held on December 19, 2014, accordingly, this subsidiary has ceased to exist. Also completed during the year was the liquidation of Essel Propack's overseas subsidiary Essel Packaging (Nepal) Pvt Ltd under the Company regulations of Nepal. With a few to exploring opportunity to trade in raw material and finished products , a new step down subsidiary Lamitube Hongkong Trading Company Ltd was incorporated during the year in the Hongkong Autonomous Region. Further, to gain entry into the cosmetic packaging market in China, a step down subsidiary Essel Packaging (Jiangsu) Ltd was incorporated in China. During the financial year ended 31 March 2016, Essel Propack continued to develop new customers in the Indian packing market as a means to mitigate the impact of the off-take reduction. During the year under review, Essel Propack divested its wholly owned Indian subsidiary, Packaging India Private Limited which was engaged in flexible laminate operations targeting the Indian market. Consequent to the said divestment, Packaging India Private Limited ceased to be a subsidiary of the company with effect from July 13, 2015. The proceeds received from divestment of flexible packaging operations were used to pre-pay high cost loans and further improve liquidity. Reflecting the improved financial strength during the year under reporting, credit rating agency Credit Analysis & Research Limited 'CARE' upgraded the credit rating assigned to the company's Long term facilities from CARE A to CARE AA- and the Short term Bank facilities from CARE A2+ to CARE A1+. As part of reducing the tiers in the holding structure, Packtech Limited, Mauritius, a step down subsidiary of the company was amalgamated with the company's direct subsidiary Lamitube Technologies Limited, Mauritius in January 2016, and consequently ceased to exist. With a view to driving export led growth in Latin America, a new step down subsidiary by named Essel Colombia S.A.S was incorporated during January 2016 to set up operations from a new factory. During the year under review, Essel Propack's laminated tube unit in the USA continued to actively market new generation laminated tubes to non oral care customers leveraging the new capability established during the previous year. During the year, the company's Mexico unit has been ramping up the new non oral care contract for a prestigious MNC brand. The Colombian subsidiary sales grew strongly by 29% on underlying basis, helped by additional line commissioned during the year. During the year under review, Essel Propack made investment in its Polish unit to augment capability for non-oral-care both in the laminated and the plastic tube format, the later was done through re-deployment of existing assets from the Americas. During the year, the Department of Scientific and Industrial Research, New Delhi (DSIR) accorded recognition to Essel Propack's R&D facilities. During the financial year ended 31 March 2017, Essel Propack undertook consolidation of its manufacturing sites in Western India. This led to a phased shut down of three small plants and the commissioning of a state of art factory at Dhanoli near Vapi. In ensuring an orderly transition without compromising on customer service, the company had to incur significant one-off costs which impacted the profit for the year. The new manufacturing facility established during the year by the Company's Colombian subsidiary has taken longer to stabilize. Consequently, sales did not realise as planned, whereas the operating costs were significantly higher on account of significant one-off expenditure incurred in stabilising the operations and the plant productivity. This resulted in the subsidiary posting loss for the year. During the year, Lamitube Technologies Ltd (LTL), a wholly owned subsidiary of the company, acquired the balance 75.1% stake in its German Joint venture thus making the German entity a wholly owned subsidiary of thecompany effective 30 September 2016. As part of the acquisition, the Gernan unit secured its future volume by signing a 10- year contract with a key customer. During the year, Essel Propack's Polish unit improved its capability for plastic tubes by deploying the equipment released by the US subsidiary. Delays in the commercialization by new customers for plastic tubes, however, constrained the sales growth during the year. During the year under review, Essel Propack's laminated tube unit in the US introduced a Very High Speed tubing line, code named 'Shot line', by way of pioneering new technology in this advanced tube market for enhanced customer servicing. During the year under review, Essel Propack continued to reduce its financial leverage and the finance cost by enhancing capital productivity and improving cash generation. Working capital continued to be a focus area. Receivables, inventories and other working capital parameters were kept under strict check through continuous monitoring. The Scheme of Amalgamation between Essel Propack with Whitehills Advisory Services Private Limited (Whitehills) its holding company, and their respective shareholders (the Scheme) approved earlier by the shareholders, was sanctioned by the Bombay High Court vide its order dated 1 September 2016. Pursuant to the approved Scheme and the High Court Order, 8,89,17,843 equity shares of face value of Rs 2 each of the company have been allotted as fully paid up to the shareholders of Whitehills in October 2016. As provided in the approved Scheme, 8,89,17,843 equity shares at face and paid up value of Rs 2 each, held by Whitehills in Essel Propack were cancelled and extinguished. During the financial year ended 31 March 2018, Essel Propack's new customer development activity in India was sustained targeting the non oral care categories. The new unit in Vapi was stabilized and the scale benefits of consolidation beginning to get realized. The company also successfully re-located the caps and closures operations to the Vapi unit, simultaneously upgrade the technology to reduce waste and improve productivity. During the year under review, the company's new factory in Colombia was stabilized and a number of measures taken to improve its performance.The company's Very High Speed tubing line - 'Shot line', introduced in the US during the previous year was stabilized. The German unit had faced customer attrition on account of servicing issues. Soon after the acquisition, Essel Propack implemented a number of initiatives which saw efficiencies the unit operation stabilize and efficiencies improve by June 2017. The unit is meticulously working to win new orders and customers, and has made notable progress by March of the year under report. During the year, a subsidiary in Egypt having ceased operations was liquidated and the proceeds distributed amongst the shareholders. Consequently, an exceptional charge of Rs. 498 lakhs has been considered in Essel Propack's Consolidated Financial statements for the financial year ended 31 March 2018. Lamitube Hongkong Ltd., another step down subsidiary of the company, was deregistered during the year having ceased to do business. During the year under review, Essel Propack continued to reduce its financial leverage and the finance cost by enhancing capital productivity and improving cash generation. With a view to encouraging even more participation of small investors by making the share price affordable, the company's Board of Directors have approved an issue of bonus equity shares in the ratio of 1:1 i.e. one bonus equity share for every one equity share held by the shareholders, subject to approval by shareholders at the forthcoming AGM. Accordingly the Company allotted 15,71,81,664 equity shares of 2 each fully paid up bonus shares by capitalisation of securities premium amounting to Rs 3,144 Lakhs. In the wake of a sharp drop in Essel Propack's share price on 25 January 2019, Essel Propack clarified to the stock exchanges that the company and its promoter are not directly or indirectly related to news item or entities appearing in the news item. There is no business transaction or connection between Essel Propack and the entities or persons appearing in the news item. Essel Propack further stated that the reduction in share price of Essel Propack could be possibly wrongly reading of the news item or misinterpreting and any linkage has absolutely no bearing on Essel Propack with the news item. The company has already disclosed its financial results and investors notes which indicate its commitment towards business, growth and prospects. During FY 2019, the company set up a custom-built factory near Guwahati, Assam, which is a strategic investment, in-line with stated objective of 'go and grow' with customers. The company also commissioned new laminator in December 2018, thereby more than doubling the capacity of laminate production. In FY 2019, the Company's subsidiaries commissioned a new generation extrusion laminator in India. They conceptualized, designed and co-developed laminator along with its technology partner. This high speed machine's control systems use artificial intelligence and energy savers that reserve power for use in the 'Regenerative mode' - a feature that sets it apart from all its counterparts - once again reinforcing the commitments towards 'Green & Sustainable' initiatives to its stakeholders. During the year 2019-20, Arista Tubes Limited, a wholly owned step down subsidiary registered in UK (Subsidiary) has been dissolved voluntarily. During the Financial year, Epsilon Bidco Pte. Ltd., an entity controlled and managed by Blackstone (Acquirer / Epsilon), acquired 154495022 equity shares in the company from Ashok Goel Trust on 22 August 2019 pursuant to the share purchase agreement dated 22 April 2019. The acquirer has also acquired 82058934 equity shares from the public shareholders pursuant to open offer in terms of SEBI (Substantial acquisition of shares and Takeovers) Regulations, 2011. Accordingly, the Acquirer has acquired control and controlling stake in the company approx. 75% and the company has become subsidiary of Epsilon Bidco Pte. Ltd. wef 22 August 2019. During the year 2019-20, the Company has incurred total R & D expenditure of Rs 1,559 lakhs (31 March 2019 Rs 890 lakhs) including capital expenditure of Rs 378 lakhs (31 March 2019 Rs 275 lakhs). During FY2021, your company has acquired 72.46% equity shares of Creative Stylo Packs Private Limited (CSPL). Accordingly, CSPL became the subsidiary of the Company wef 1 February 2021. The Board of Directors and Shareholders of the Company had approved the change of name of the Company from Essel Propack Limited' to EPL Limited' and the consequential amendment to the Memorandum and Articles of Association of the Company. The name of the Company has changed from Essel Propack Limited' to EPL Limited' with effect from 9 October 2020. The Board in its meeting held on 12 November 2020 approved the acquisition of Creative Stylo Packs Private Limited (CSPL). The transaction entails purchase of 72.46% stake in CSPL for cash consideration and postacquisition, merger of CSPL with the Company. Accordingly, CSPL became the subsidiary of the Company wef 1 February 2021. CSPL is an established manufacturer of corrugated boxes, laminated tubes, plastic co-ex tubes and caps primarily serving personal care, cosmetic, pharmaceuticals and FMCG markets in India. The Board of Directors of the Company in its meeting held on 12 November 2020 has approved the Scheme of amalgamation between EPL Limited (Transferee Company) with Creative Stylo Packs Private Limited (Transferor Company) pursuant to section 230 to 232 of the Companies Act, 2013. The Appointed date for the Scheme has been fixed on 1 February 2021. During the year 2020-21, the Company has incurred total R & D expenditure of Rs 212 million (31 March 2020 Rs 156 million) including capital expenditure of Rs 17.2 million (31 March 2020 Rs 37.8 million). During the year 2022, Vicco laboratories and EPL have also jointly worked to convert the turmeric range of products to 100% recyclable packaging by adapting APR, USA approved Platina tubes. The Company acquired 72.46% equity shares in Creative Stylo Packs Private Limited (CSPL) and accordingly CSPL became the subsidiary of the Company effective from 1 February 2021. During the year 2022-23, the business of subsidiary, Creative Stylo Packs Private Limited (CSPL) (Transferor Company) was merged with and into the Company (the Transferee Company) through the Scheme of Amalgamation made effective from 01 February, 2021. Pursuant to the said Scheme of Amalgamation, the Company on Nov' 05, 2022, allotted 2339186 Equity Shares in the ratio of 2,500 fully paid-up equity shares of face value of Rs 2 each for every 927 fully Paid Up Equity Shares of Rs 10 each of CSPL. i.e., 2500:927.