EPEPL500135Scheme of arrangement

BSE and NSE issue observation letters with no adverse observations on Indovida India amalgamation scheme

EPL has received Observation Letters dated October 19, 2026 from BSE and NSE, both with no adverse observations, conveying their 'No Objection' to the scheme of amalgamation of Indovida India Private Limited with EPL.

By ScoutQuest · Mon 19 Oct 2026, 3:18 PM IST · 3 min read

Observation Letter Date

Observation Letters dated October 19, 2026 from BSE and NSE

Letter Validity

valid for six months from October 19, 2026

NCLT Update Deadline Purpose

scheme must be submitted to the NCLT within the six-month validity

What just happened

• On October 19, 2026, EPL informed BSE and NSE that it received Observation Letters from both exchanges, each dated October 19, 2026, with no adverse observations, conveying their 'No Objection' to the proposed scheme.
• The BSE letter reference is DCS/AMAL/RD/R37/281/2026-27 and the NSE letter reference is NSE/LIST/54705. Copies are enclosed with the update and are also on the company's website.

The scheme itself

• It is a Scheme of Amalgamation by way of merger by absorption of Indovida India Private Limited (the transferor company) into EPL Limited (the transferee company) and their respective shareholders, on a going concern basis.
• It is framed under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 and the rules thereunder.
• The Board considered and approved the scheme at its meeting held on March 29, 2026, subject to statutory and regulatory approvals. Applications seeking the exchanges' 'No Objection' were shared on April 22, 2026.

Timelines and conditions

• Both observation letters are valid for six months from October 19, 2026, within which the scheme has to be submitted to the NCLT.
• The no-objection letter has to be disclosed on the listed entity's website within 24 hours of receiving it.
• Financials in the scheme, including those considered for the valuation report, are to be not more than 6 months old.
• Equity shares proposed to be issued under the scheme are to be in demat form only.

What shareholders will be shown

• The explanatory statement or notice accompanying the resolution will carry the need for the merger, rationale, business synergies, impact on shareholders and a cost-benefit analysis.
• It will also carry details of the registered valuer and the merchant banker giving the fairness opinion, the methods considered for the share-swap ratio and the basis for that ratio.
• Also required: pre- and post-scheme shareholding of both companies, capital built-up since incorporation and for the last 3 years, and revenue, PAT and EBITDA of both companies for the last 3 years.
• Further, the value of assets and liabilities of the transferor company being transferred, the post-merger balance sheet of the transferee company, potential benefits and risks, and the financial implication on promoters and public shareholders along with future growth prospects.

Reading the letters correctly

• BSE states it has no adverse observations with limited reference to matters bearing on listing, delisting and continuous listing requirements, so as to enable the company to file the scheme with the NCLT.
• NSE states its letter conveys 'No objection' under Regulation 37 to enable update of the draft scheme with the NCLT.
• Both exchanges state that the submission of documents should not be construed as the scheme having been cleared or approved by SEBI or the exchange, and that they do not take responsibility for the financial soundness of the scheme or the correctness of statements in the documents submitted.
• The exchanges reserve the right to raise objections or withdraw the no-adverse-observation at any stage if information is found incomplete, incorrect, misleading or false.
• SEBI's comments, conveyed by its letter dated October 16, 2026, require disclosure before the NCLT and shareholders of all details of ongoing adjudication and recovery proceedings, prosecution initiated and other enforcement action, if any, against the company, promoters and directors, as well as all pending actions against entities, promoters, directors and KMPs involved in the scheme.

What comes next

• The scheme is to be shared with the NCLT, which will oversee the process, including meetings of shareholders and creditors and their consents.
• The company is required to file a compliance status report stating compliance with each point of the observation letter.
• The exchanges' letters enable the NCLT update; the amalgamation is a process that runs through the tribunal and other applicable approvals.

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