Approval of Merger between Indovida India Private Limited and EPL Limited

COMPETITION COMMISSION OF INDIA Combination Registration No.C-2026/04/1403

26th May 2026

Notice under Section 6(2) of the Competition Act, 2002 given by Indovida India Private Limited, EPL Limited and Indorama Netherlands B.V. (INBV)

CORAM:

Ms. Ravneet Kaur Chairperson

Mr. Anil Agrawal Member

Ms. Sweta Kakkad Member

Order under Section 31(1) of the Competition Act, 2002

1. On 1st April 2026, the Competition Commission of India (Commission) received a notice (Notice), under sub-section (2) of Section 6 of the Competition Act, 2002 (Act), given by (a) Indovida India Private Limited (Indovida India), (b) EPL Limited (EPL) and (c) Indorama Netherlands B.V. (INBV).1

2. The Notice was filed inter alia pursuant to following: (a) Merger Implementation Agreement by and amongst EPL, Indovida India and INBV dated 29th March 2026 (MIA), and (b) Shareholders Agreement dated 29th March 2026 amongst Epsilon Bidco Pte. Ltd. (Epsilon), INBV and EPL (SHA) [hereinafter, Indovida India, EPL, and INBV are collectively referred to as ‘Parties’].

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1 INBV was made a notifying party vide communication dated 22nd April 2026.

Combination Registration No. C-2026/04/1403

3. The proposed combination entails the following:

(i) In preparation for the merger, certain entities of Indorama Ventures Public Company Limited (IVL) group engaged in the plastic packaging business would be consolidated under Indovida India.

(ii) Merger of Indovida India with EPL by way of absorption of Indovida India with EPL (post-merger Resultant Entity) as a going concern. [Steps (i) and (ii) above are collectively referred to as the ‘Proposed Combination’].

4. In terms of Regulation 14 of the Competition Commission of India (Combinations) Regulations, 2024 (Combination Regulations), vide letters dated 16th April 2026 and 27th April 2026, certain information(s)/clarification(s) relevant for the purpose of assessment of the Proposed Combination were sought from the Parties. The responses to the same were received vide communication dated 22nd April 2026 and 29th April 2026. Further, the Parties also made certain voluntary submissions vide communication dated 05th May 2026.

5. Indovida India is a newly incorporated private limited company in India and is wholly owned subsidiary of INBV. It is part of the group comprising IVL and its downstream affiliates (IVL Group). The total shareholding of INBV in EPL (i.e., the Resultant Entity) shall be determined based on EPL’s share price as on the date of consummation and is likely to be approximately 52%. INBV forms part of the IVL Group and is an indirect, wholly owned subsidiary of IVL, which in turn is a direct subsidiary of Indorama Resources Limited (IRL), which in turn is a subsidiary of Canopus International Limited (CIL). Both CIL and IRL act as holding companies for IVL and do not have any downstream entities other than those held through IVL itself.

6. INBV has a direct wholly owned subsidiary, Indovida Netherlands B.V. (Indovida Netherlands). Various subsidiaries of Indovida Netherlands are engaged in packaging business. It is submitted that post the Internal Restructuring, Indovida India will have subsidiaries in 10 countries all of which are engaged in packaging and related activities (Proposed Subsidiaries). However, none of these Proposed Subsidiaries have any presence in India.

Combination Registration No. C-2026/04/1403

7. The IVL Group is a global conglomerate engaged in diversified businesses, including resins, fibres, packaging, recycling etc. Accordingly, IVL serves players in various markets, including food and beverages, personal and home care, health care, automotive, textile and industrial.

8. EPL, a public listed Indian company, is engaged in the business of manufacturing and selling of packaging products including laminated and extruded plastic tubes, caps and closures, and laminates. IVL (through INBV) holds 24.51% and Epsilon holds 26.04% shareholding in EPL on a fully diluted basis. Epsilon is a Singapore based company, owned by funds advised and/or managed by affiliates of Blackstone Inc. (Blackstone), a global alternative asset manager. Epsilon (including its affiliates), Blackstone, and the Blackstone affiliates are collectively referred to as the ‘Epsilon Group’. EPL is considered a part of Epsilon Group.

9. For the purpose of overlap assessment, Parties have considered EPL and Indovida India along with its Proposed Subsidiaries as the ‘Target’, while the shareholders of EPL i.e., INBV and Epsilon (along with their respective Ultimate Controlling Persons (UCPs) and affiliates) has been considered as the ‘Acquirer’. Based on the submissions, the Commission noted that the IVL Group and the Proposed Subsidiaries of Indovida India are engaged in the manufacture and sale of rigid plastic packaging, while EPL operates in the segment for manufacturing and sale of flexible/collapsible plastic packaging. Nonetheless, considering the overall presence of the Parties in the broader plastic packaging segment, they exhibit horizontal overlap in the ‘market for manufacture and sale of plastic packaging in India’ (Plastic Packaging Market). The Commission also noted that there are no existing/potential vertical linkages between the activities of Parties in India.

10. The Commission decided to leave the exact delineation of the relevant market open, as it was observed that the Proposed Combination is not likely to cause appreciable adverse effect on competition (AAEC) in the aforesaid markets in India, for the reason provided in ensuing paragraph.

11. Based on the submissions, it is noted that the combined market share of the Parties in the Plastic Packaging Market is in range of [0-5] %. Further, each of these markets is characterised by presence of several credible players. Thus, the Proposed Combination is not likely to raise competition foreclosure concern in India.

Combination Registration No. C-2026/04/1403

12. Considering the material on record, including the details provided in the Notice and the assessment of the Proposed Combination based on the factors stated in Section 20(4) of the Act, the Commission is of the opinion that the Proposed Combination is not likely to have AAEC in India. Therefore, the Commission approves the Proposed Combination under Section 31(1) of the Act.

13. This order may stand revoked if, at any time, the information provided by the Parties is found to be incorrect.

14. The information provided by the Parties shall be treated as confidential in terms of and subject to provisions of Section 57 of the Act.

15. The Secretary is directed to communicate to the Parties accordingly.