EPL Ltd Directors Report

To the Members,

The Directors of EPL Limited ("Company"/ "EPL") are pleased to present the Boards Report, as a part of the 1st Integrated Annual Report of the Company, along with the Audited Standalone and Consolidated Financial Statements for the financial year ended on March 31, 2025 ("Financial Year 2024-25"/ "year under review"). The consolidated performance of the Company and its subsidiaries has been referred to wherever required.

1. FINANCIAL RESULTS

( in Million)

	Standalone		Consolidated
Particulars	Financial Year	Financial Year	Financial Year	Financial Year
	2024-25	2023-24 (1)	2024-25	2023-24
Revenue from Operations	13,230	12,805	42,133	39,161
Other Income	1,252	787	436	594
Total Income	14,482	13,592	42,569	39,755
Operating Expenses	11,102	10,552	34,913	33,174
Depreciation and amortization Expense	1,100	1,197	3,427	3,328
Total Expenses	12,202	11,749	38,340	36,502
Profit Before Tax	2,280	1,843	4,215	2,683
Total Tax Expenses	181	80	577	582
Net Profit After Tax	2,099	1,763	3,638	2,101
Other Comprehensive Income (Net of Tax)	(10)	(14)	325	176
Total Comprehensive Income	2,089	1,749	3,963	2,277
Net profit / (loss) for the year attributable to
Owners of the Holding Company	2,099	1,763	3,590	2,132
Non-controlling interest	-	-	48	(31)
Total comprehensive income / (loss) attributable to
Owners of the Holding Company	2,089	1,749	3,915	2,295
Non-controlling interest	-	-	48	(18)
Paid-up Equity Share Capital	639	637	639	637
Other Equity	9,642	8,836	22,909	20,278
Earnings per share (EPS) (In )
Basic	6.59	5.54	11.27	6.70
Diluted	6.57	5.52	11.23	6.68

(1) Financial year ended on March 31, 2024 is referred as "Financial Year 2023-24" or "previous year".

2. C OMPANYS PERFORMANCE _ FINANCIAL YEAR 2024_25

Business Performance

K ey highlights of the performance of the Company, including the review of market, business and operations of the Company during the year under review, are included in the ‘Management Discussion and Analysis, which forms part of the Integrated Annual Report separately.

F inancial Performance

On Standalone Basis, the Total Income of the Company for the year under review was 14,482 Million, which was ~6.6% higher over the previous years Total Income of 13,592 Million, with the Sales and Operating Income having grown by ~3.3%. The Net Profit After Tax of the Company for the year under review was 2,099 Million, which was ~19.1% higher as compared to Net Profit After Tax of 1,763 Million in the previous year.

On Consolidated Basis, the Total Income of the Company for the year under review was 42,569 Million, which was ~7.1% higher over the previous years Total Income of 39,755 Million, with the Sales and Operating Income having grown by ~7.5%. The Net Profit After Tax attributable to equity holders for the year under review was 3,590 Million, which was ~68.4% higher as compared to Net Profit After Tax attributable to equity holders of 2,132 Million in the previous year.

T he Companys strong growth reflects strategic management efforts to boost sales and expand market reach through a well-developed sales pipeline, and the rise in Net Profit After Tax underscores the Companys commitment to financial strength and delivering value to shareholders.

I n compliance with the applicable provisions of the Companies Act, 2013 read with the rules made thereunder (as amended) ("Act") and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended) ("SEBI LODR Regulations"), the Audited Standalone and Consolidated Financial Statements of the Company for the year under review, form part of the Integrated Annual Report separately, along with the respective Auditors Reports thereon. The notes to the financial statements are self-explanatory and do not call for any further comments.

Ex ceptional Items

F or the year under review, owing to the restructuring of its operations in Europe region, the Company incurred a further cost of 36 Million, and the same has been recorded as an exceptional item on a Consolidated Basis. More details in this regard are included in the Audited Consolidated Financial Statements of the Company for the year under review, which form part of the Integrated Annual Report separately.

T here were no exceptional items recorded in the Audited Standalone Financial Statements of the Company for the year under review.

I ntellectual Property Rights

Dur ing the year under review, the Company filed 18 applications for registration of patents, including 2 in India which are under process of registration. Further, during the year under review, 9 Patents were granted to the Company in various Countries, pursuant to the applications filed by the Company during previous financial years.

Also , during the year under review, the Company filed 4 applications for registration of Designs in Europe and US, out of which 1 design was successfully registered in the name of the Company, in Europe.

F urther, during the year under review, while the Company did not file any application for registration of any new Trademarks, all necessary actions were taken to ensure that the registered Trademarks of the Company are duly protected at all times.

Significant or Material Orders

Dur ing the year under review, no significant or material orders were passed by the regulators or courts or tribunals which impact the going concern status operations of the Company in future.

A pplications made or proceedings initiated in terms of the provisions of Insolvency and Bankruptcy Code, 2016 ("IBC")

Dur ing the year under review, the Company initiated proceedings in terms of the provisions of IBC against 1 (one) of its customers, for non-payment of outstanding amount for supply of materials and the same was pending as at the end of the year under review. Summary of the same is as under:

Sr. No. Name of the Party	Brief Details	Status
1 Medioint Lifescience Private Limited	Medioint Lifescience Private Limited ("Medioint"), one of the customers of the Company, despite multiple opportunities, failed to perform its payment obligations of an amount of 10.6 Million, for the packaging solutions provided by the Company for the products of Medioint. Accordingly, the Company has initiated necessary legal actions against Medioint, for recovery of the amounts due.	The Company has filed a Section 9 application under the provisions of the IBC with the Honble National Company Law Tribunal, Indore Bench, in July 2024 and the matter is currently posted at the stage of ex-parte hearing.
No pr oceedings in terms of the provisions of IBC were initiated against the Company.

3. M ATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

T here have been no material changes and commitments affecting the financial position of the Company, after the end of the year under review i.e. after March 31, 2025, and May 8, 2025 i.e. the date on which the Audited Standalone and Consolidated Financial Statements of the Company, for the year under review, were approved by the Board of Directors of the Company ("Board") at its meeting, and the date on which the respective Auditors Reports thereon were issued.

4. DIVIDEND

T he Board has recommended a Final Dividend 2.50 per fully paid-up Equity Share ofof 2 each, for the Financial Year 2024-25 (vis-?-vis the Final Dividend of 2.30 per Equity Share of 2 each, for the Financial Year 2023-24). The recommended Final Dividend would result in a cash outflow of ~ 799 Million, and the total pay-out shall be ~38.07% (Previous Year: ~41.50%) of the Profit After Tax of the Company, for the year under review, on Standalone basis. Further, it is 125% of the paid-up value of each Equity Share (vis-?-vis 115% for the Financial Year 2023-24).

T he Final Dividend, if approved by the Shareholders of the Company at the ensuing Annual General Meeting, scheduled to be held on Tuesday, September 9, 2025 ("ensuing AGM"), will be paid to the Equity Shareholders holding Equity Shares of the Company as on Tuesday, September 2, 2025 i.e. the cut-off date decided for the purpose. Further, the Register of Members and Share Transfer Books of the Company will remain closed from Wednesday, September 3, 2025 to Tuesday, September 9, 2025 (both days inclusive).

Also, the Final Dividend, if approved by the Shareholders at the ensuing AGM, will be paid on or before Wednesday, October 8, 2025, after deduction of tax at source, as may be applicable.

T he abovementioned Final Dividend would be in addition to the Interim Dividend 2.50 per fully paid-up Equity Share ofof 2 each, which was declared by the Board at its meeting held on November 11, 2024, and which was paid to the Equity Shareholders whose names appeared in the Register of Members as on November 22, 2024 (i.e. the cut-off date determined for the purpose).

I n view of the same, the total dividend for the Financial Year 2024-25 including the recommended Final Dividend, would 5 perbe fully paid-up Equity Share of 2 each i.e. ~250% of the paid-up value of each Equity Share (vis-?-vis 4.45 per fully paid-up Equity Share of 2 each i.e. ~222.5% of the paid-up value of each Equity Share, for the Financial Year 2023-24).

T he Dividend Distribution Policy adopted by the Board, in terms of the provisions of the SEBI LODR Regulations, is available on the website of the Company i.e. at https://www.eplglobal.com/investors/corporate-governance/.

5. TR ANSFER TO RESERVES

T he Board has not proposed to transfer any amount to reserves during this year under review and accordingly, the entire amount of profit for the Financial Year 2024-25 would be retained in the statement of profit and loss.

6. SHARE CAPITAL & ISSUANCE OF EQUITY SHARES

Dur ing the year under review, there were no changes in the Authorised Capital of the Company and accordingly, at the end of the Financial Year 2024-25, the Authorised Capital of the Company stood at 731.5 Million (divided into 36,57,50,000 Equity Shares of 2 each).

Dur ing the year under review, 11,80,853 fully paid-up Equity Shares, were issued and allotted pursuant to the exercise of Stock Options granted to eligible employees of the Company, as per the provisions of the Employee Stock Options Scheme-2020 of the Company ("ESOS 2020"). Accordingly, the Paid-up Equity Share Capital of the Company, as at the end of Financial Year 2024-25 was 63,91,19,470 (comprising 31,95,59,735 Equity Shares of 2 each).

7. EMPL OYEE STOCK OPTIONS SCHEME _ 2020

T he Company has implemented an employee stock option scheme, i.e. ESOS 2020, in line with the approval of the Nomination and

Remuneration Committee of the Board ("NRC") and Board, at their respective meetings held on May 22, 2020. Further, approval of the Shareholders of the Company was obtained in that regard, vide a Postal Ballot, on July 1, 2020.

ESOS 2020 is applicable to the employees of the Company & its subsidiaries (as defined under ESOS 2020), and its provisions do not extend to the Promoter(s) or those belonging to the Promoter Group or to any Director of the Company, who either directly or indirectly, through relatives or body corporate(s) holds more than 10% of the outstanding Equity Shares of the Company, if any.

The NRC inter alia administers and monitors the ESOS 2020, as per the applicable provisions of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (as amended) ("SEBI SBEB Regulations").

ESOS 2020 is in compliance with applicable laws and during the year under review, there was no modification in the ESOS 2020.

R elevant details on the Stock Options granted and reulated accounting matters are set out in the Notes to the Audited Standalone Financial Statements for the year under review, which forms part of the Integrated Annual Report separately. Further, the disclosure with respect to the ESOS 2020, containing such details as prescribed in terms of the applicable provisions of the SEBI SBEB Regulations, is available on the website of the Company i.e. at https://www.eplglobal.com/investors/.

8. O THER DISCLOSURES

I n terms of the other applicable provisions of the Act, it is reported that during the year under review:

• the Company did not issue any shares with differential voting rights;

• the Company did not issue any sweat Equity Shares;

• the Company issued Commercial Papers ("CPs") aggregating to 1200 Million in 2 (two) tranches. These CPs were listed on National Stock Exchange of India Limited, and the amount due and outstanding on maturity of the CPs, was duly paid within the stipulated timelines; and

• the Company did not issue any Non-Convertible Debentures.

D etails about the credit ratings assigned to the Company are suitably disclosed in the ‘Corporate Governance Report of the Company for the year under review, which forms part of the Integrated Annual Report separately.

9. INVESTOR EDUCATION AND PROTECTION FUND _"IEPF"_

I n terms of the applicable provisions of the Act, read with the Investor Education and Protection Fund Authority (Accounting, Audit,

Transfer and Refund) Rules, 2016 (as amended) ("IEPF Rules"), all dividends which are lying unpaid or unclaimed for a period of 7 (seven) years, are required to be transferred by the Company to the IEPF, established by the Government of India, after the completion of 7 (seven) years. Further, in terms of the IEPF Rules, the Equity Shares on which the dividend has remained unpaid or unclaimed for 7 (seven) consecutive years or more shall also be transferred to the demat account of the IEPF Authority.

Dur ing the year, the Company transferred an amount 19,28,579/- representing the unclaimed and unpaid dividend pertainingof to Financial Year 2016-17 to the IEPF. Further, 47,046 Equity Shares of the Company, to which such dividend pertained, were also transferred to IEPF Authority, as per the requirements of the IEPF Rules.

D etails of the unpaid/ unclaimed dividend along with the names of the Shareholders to whom such dividend pertains, are available on the website of the Company i.e. at https://www.eplglobal.com/investors/shareholder-information/.

10. C ORPORATE GOVERNANCE

A s a global organisation, the Company is committed to always adhere to the highest standards of Corporate Governance practices and accordingly, the principles of Corporate Governance have been implemented in all facets of the operations of the Company.

T he Company is in compliance with the Corporate Governance requirements stipulated under the Act and the provisions of Regulations 17-27 of the SEBI LODR Regulations, which deal with the Corporate Governance Requirements.

A detailed report on Corporate Governance, in terms of the provisions of the SEBI LODR Regulations, forms part of the Integrated Annual Report separately.

11. SUBSIDIARIES, ASSOCIATES AND OTHER UPDATES

T he Company operates out of 11 other countries besides India, through 18 Direct and Step-Down Subsidiaries and 2 Associate Companies.

T he Company did not have any Joint Venture, as at the end of the year under review.

I nvestment in Clean Max Aria Private Limited

- During the year under review, the Company entered into a Share Purchase Agreement dated July 11, 2024 with Clean Max Enviro Energy Solutions Private Limited ("Clean Max") and Clean Max Aria Private Limited (a Special Purpose Vehicle incorporated for the purpose of developing a captive power generation facility for the Company, through renewable energy, under the Group Captive Power policy) ("CMAPL") and thereafter, acquired 49% Equity Shares of CMAPL from Clean Max.

- T hereafter, the Company, Clean Max and CMAPL entered into a Shareholders Agreement on October 8, 2024, which sets forth the specific mutual understanding of the parties, including agreement that the Company does not have any special rights with respect to CMAPL, and its role is limited to the extent of being a shareholder only.

- T he Company, on October 8, 2024, also entered into the Energy Supply Agreements with CMAPL, with respect to supply and consumption of the electricity generated from captive power generation facilities in the State(s) of Maharashtra and Gujarat, for the plants of the Company situated at Vasind, Wada (Maharashtra) and Vapi (Gujarat), respectively.

- On November 12, 2024, the Company made a further investment of 41.6 Million, for subscription of additional Equity Shares of CMAPL on rights basis. The shareholding percentage of the Company, after the Rights Issue of CMAPL, continues to be the same as earlier i.e. 49%, in line with Group Captive Power Policy.

I nvestment in EPL Packaging (Thailand) Co. Ltd.

- During the year under review, the Company, along with Lamitube Technologies Ltd. - a wholly-owned subsidiary of the Company (through their respective representatives), took necessary actions to incorporate a wholly-owned subsidiary viz. EPL Packaging (Thailand) Co. Ltd., in Thailand ("EPTL"), which shall act as a vehicle to pursue various growth opportunities in Thailand, in manufacturing and trading of laminated tubes.

- While the shares of EPTL were transferred to the Company in terms of the provisions of applicable laws in Thailand, on February 17, 2025, the remittance of ~ 4.9 Million (equivalent to ~1,980,000 Thai Baht) towards the same was made on April 30, 2025, after obtaining all necessary approvals in terms of the provisions of applicable laws in India and Thailand.

- T hereafter, on May 6, 2025, the Company invested a further amount of 32.86 Million (equivalent to ~12,870,000 Thai Baht),~ after obtaining all necessary approvals in terms of the provisions of applicable laws in India and Thailand.

A greement to acquire 24.9% stake in the Company by Indorama Netherlands B.V.

- During the year under review, on February 24, 2025, Epsilon Bidco Pte. Ltd. (promoter of the Company) ("Epsilon"), Indorama Netherlands B.V. ("Indorama") and the Company executed a Share Purchase Agreement, whereby Epsilon agreed to sell, and Indorama agreed to purchase 7,94,94,085 Equity Shares representing 24.9% stake in the Equity Share Capital of the Company for an aggregate consideration of ~ 19.08 Billion, subject to certain adjustments, if required ("Completion").

- C ompletion would be subject to satisfaction of certain customary closing conditions.

- F urther, on February 24, 2025, Epsilon, Indorama and the Company also executed a Shareholders Agreement, which provides for certain rights and obligations of Epsilon and Indorama in relation to their shareholding in the Company, which will come into effect from the Completion, subject to the terms of the Shareholders Agreement.

T here has been no material change in the nature of the business of any of the Subsidiaries and Associate Companies.

I n terms of the provisions of Section 129(3) of the Act, a statement containing the salient features of Financial Statements of the

Companys Subsidiaries and Associate Companies as on March 31, 2025, in Form AOC-1, is included along with the Audited Financial Statements of the Company for the year under review, which forms part of the Integrated Annual Report separately. The statement also contains details about the performance of Subsidiaries and Associate Companies, and their contribution to the overall performance of the Company during the period under review.

F urther, the details of the markets in which these Subsidiaries and Associate Companies operate are included in the ‘Management Discussion and Analysis for the year under review, which forms part of the Integrated Annual Report separately.

I n terms of the provisions of Section 136 of the Act, the Audited Standalone and Consolidated Financial Statements of the Company as on March 31, 2025, along with relevant documents are available on the website of the Company i.e. at https://www.eplglobal.com/ investors/financial-filings/. Also, more details about the Subsidiaries and Associate Companies are available on the website of the Company i.e. at https://www.eplglobal.com/investors/, as a part of the Annual Return of the Company (in Form MGT-7) with respect to the year under review.

T he Company has adopted a ‘Policy for Determining Material Subsidiaries of the Company, in terms of the provisions of Regulation 16(1)(c) of the SEBI LODR Regulations. This policy is available on the website of the Company i.e. at https://www.eplglobal.com/ investors/corporate-governance/. Further, the Company is also compliant with the applicable provisions of Regulation 24 of the SEBI LODR Regulations with respect to the Corporate Governance requirements with respect to the Subsidiaries of the Company, and the minutes of the meetings of the Subsidiaries are placed before the Board on a quarterly basis, for bringing the significant transactions and arrangements entered into by the Subsidiary Companies to the attention of the Board.

12. DIRECTORS RESPONSIBILITY STATEMENT

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the Internal, Statutory & Secretarial Auditors and external consultants, including the audit of internal financial controls over financial reporting by the Statutory Auditors, and the reviews performed by the Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Companys internal financial controls were adequate and effective during and as at the end of the year under review.

P ursuant to Section 134(5) of the Act, the Directors, to the best of their knowledge and ability, confirm that:

a) in the preparation of the Annual Standalone and Consolidated Financial Statements of the Company for the year under review, the applicable accounting standards have been followed and there are no material departures;

b) such accounting policies, as mentioned in the notes to the Audited Standalone and Consolidated Financial Statements of the Company for the year under review, have been selected and applied consistently, and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at the end of the year under review and of the profit of the Company for that period;

c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Annual Standalone and Consolidated Financial Statements of the Company have been prepared on a going concern basis;

e) proper internal financial controls are in place at the Company and such internal financial controls are adequate and were operating effectively; and

f necessary systems have been devised to ensure compliance with the provisions of all applicable laws and such systems were) adequate and operating effectively.

13. DIRECTORS AND KEY MANAGERIAL PERSONNEL B oard of Directors

T he Board composition, as on March 31, 2025, was as under:

Name of the Director	Category of Directorship in the Company
Mr. Davinder Singh Brar	Non-Executive, Independent Director – Chairperson
Ms. Sharmila A. Karve	Non-Executive, Independent Director
Mr. Shashank Sinha	Non-Executive, Independent Director
Mr. Anand Kripalu	Managing Director and Global CEO
Mr. Amit Dixit	Non-Executive, Non-Independent Director
Mr. Dhaval Buch	Non-Executive, Non-Independent Director
Mr. Animesh Agrawal	Non-Executive, Non-Independent Director
Ms. Ayshwarya Vikram	Non-Executive, Non-Independent Director

Dur ing the year under review, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board/ Committee(s) of the Company, if any.

O ther details of the Directors on the Board such as,

- the number of other Directorships, Committee Chairmanships/ Memberships held by the Directors in other Indian Public Companies; - number of shares and convertible instruments of the Company held by the Directors; and - names of other Equity Listed Companies, where the Directors of the Company hold directorships, along with the category of such Directorships, ar e disclosed in the ‘Corporate Governance Report of the Company for the year under review, which forms part of the Integrated Annual Report separately.

F urther, details with respect to the meetings of the Board, its committees and remuneration of Directors etc. are also disclosed in the

‘Corporate Governance Report of the Company for the year under review, which forms part of the Integrated Annual Report separately.

C hange in Directorate

Dur ing the year under review, following changes took place in the Board composition:

- Mr. Aniket Damle (holding Director Identification Number: 08538557) ceased to be a Non-Executive Director of the Company with effect from the close of business hours of November 11, 2024. As communicated by Mr. Damle vide his resignation letter, he resigned as the Non-Executive Director of the Company due to pre-occupations and other commitments.

- Ms. Ayshwarya Vikram (holding Director Identification Number: 08153649) was appointed as an Additional (Non-Executive) Director of the Company with effect from November 12, 2024. Thereafter, by virtue of the approval of the Shareholders by way of Postal Ballot on February 6, 2025, she was appointed as a Non-Executive Director of the Company with effect from November 12, 2024.

- Also, Mr. Davinder Singh Brar (holding Director Identification Number: 00068502) and Ms. Sharmila A. Karve (holding Director Identification Number: 05018751), both Non-Executive, Independent Directors, completed their first term of appointment on August 21, 2024 and were re-appointed for a second term of 5 (five) years with effect from August 22, 2024 up to August 21, 2029, by virtue of the approval of Shareholders, which was obtained at the 41st Annual General Meeting of the Company held on August 21, 2024.

I n the opinion of the Board, the Non-Executive Director appointed during the year possesses requisite integrity, expertise, experience and proficiency, as required in terms of the provisions of the Act and the SEBI LODR Regulations.

F urther, Mr. Amit Dixit (holding Director Identification Number: 01798942) who is serving as a Non-Executive, Non-Independent Director of the Company, is due to retire by rotation at the ensuing 42nd Annual General Meeting ("ensuing AGM"), and being eligible, he has offered himself for re-appointment. The Board has approved the proposal for re-appointment of Mr. Dixit, subject to approval of the Shareholders, at the ensuing AGM. A resolution seeking approval of the Shareholders for his re-appointment also forms part of the Notice of the ensuing AGM. Detailed profile of Mr. Dixit along with information required to be disclosed in terms of the provisions of Regulation 36 of the SEBI LODR Regulations and the Secretarial Standards on General Meetings is provided in the Annexure to the Notice of the ensuing AGM.

Declaration from Independent Directors

All Non-Executive, Independent Directors have submitted their respective declarations confirming that they meet the criteria of independence as prescribed under Section 149 of the Act and Regulation 16 of the SEBI LODR Regulations. They have also confirmed that they have enrolled themselves in the Independent Directors Databank maintained with the Indian Institute of Corporate Affairs (IICA), and they have passed online proficiency test, if required or have been exempted therefrom due to their seniority and experience.

T he Company has received the declaration from all the Non-Executive, Independent Directors confirming that in terms of Regulation

25(8) of the SEBI LODR Regulations, they are not aware of any circumstances or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence. In terms of Regulation 25(9) of the SEBI LODR Regulations, the Board has taken such declarations on record after undertaking due assessment of the veracity of the same.

Based on the declarations received from the Non-Executive, Independent Directors, the Board is of the opinion that the Non-Executive, Independent Directors fulfil the conditions of independence mentioned under Section 149 of the Act and SEBI LODR Regulations and that they are independent of the Management.

K ey Managerial Personnel ("KMP")

D etails of the KMP, as on March 31, 2025, are as under:

Name of the KMP	Designation
Mr. Anand Kripalu	Managing Director & Global CEO
Mr. Deepak Goyal	Chief Financial Officer
Mr. Onkar Ghangurde	Head - Legal, Company Secretary & Compliance Officer

Dur ing the year under review, there were no changes in any of the KMP of the Company.

14. MEE TINGS OF THE BOARD

Dur ing the year under review, the Board met 8 (eight) times i.e. on May 28, 2024, July 26, 2024, August 13, 2024, November 11, 2024, December 19, 2024, February 11, 2025, February 24, 2025, and March 28, 2025. The maximum interval between any 2 (two) consecutive meetings did not exceed 120 days.

D etails of the attendance of the Directors at the Board Meetings are disclosed in the ‘Corporate Governance Report of the Company for the year under review, which forms part of the Integrated Annual Report separately.

15. PERFORMANCE EVALUATION

Dur ing the year under review, in terms of the provisions of Section 178(2) of the Act and the SEBI LODR Regulations, the process for evaluation of the performance of the Board, its Committees and Individual Directors (including the Chairperson) was undertaken, as per the criteria formulated by the NRC.

F or the evaluation of performance of the Board, its Committees and Individual Directors (including the Chairperson), the Company had implemented an online system, wherein the Directors gave their feedback in a secured manner. The system generated reports and summary were reviewed and discussed by the Independent Directors, NRC and the Board, at their respective meetings.

D etails of the performance evaluation of the Board, its Committees and Individual Directors (including the Chairperson) are disclosed in the ‘Corporate Governance Report of the Company for the year under review, which forms part of the Integrated Annual Report separately.

16. F AMILIARIZATION PROGRAMME

T he Company conducts Familiarisation Programmes for the Non-Executive, Independent Directors with an aim to provide them with an insight about the Company, its business and nature of the industry in which the Company operates. Further, the Directors are provided with necessary documents, reports and internal policies to enable them to familiarise with the Companys procedures and practices. Presentations are made at the Board Meetings, on performance of each of the Geographical Regions where the Company operates and on practices relating to Human Resources, Business Strategy, Business Plans, Cyber Security, Sustainability etc.

D etails of the Familiarisation Programmes are available on the website of the Company https://www.eplglobal.com/investors/ i.e. at corporate-governance/.

17. NOMINATION AND REMUNERATION COMMITTEE

T he NRC has been constituted by the Board, in terms of the provisions of Section 178 of the Act and Regulation 19 of SEBI LODR

Regulations. It comprises 3 (three) Non-Executive Directors as Members, out of which 2/3rd i.e. 2 (two) Members are Non-Executive, Independent Directors and 1 (one) is a Non-Executive, Non-Independent Director. The Chairperson of the NRC is a Non-Executive, Independent Director.

Dur ing the year under review, the NRC met 3 (three) times and all the recommendations made by the NRC were duly accepted by the Board.

D etails of the composition of the NRC along with the details of participation of the Members at its Meetings and the terms of reference of NRC are disclosed in the ‘Corporate Governance Report of the Company for the year under review, which forms part of the Integrated Annual Report separately.

18. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION AND OTHER DETAILS

I n terms of Section 178 of the Act, the Board has adopted the ‘Nomination and Remuneration Policy whichinter alia lays down guidelines for matters with respect to appointment and remuneration of Directors (Executive and Non-Executive), Senior Management and Key Managerial Personnel of the Company, including determination of their remuneration, and evaluation of the performance.

T he NRC is responsible for dealing with the matters as specified in the Nomination and Remuneration Policy, which includes matters specified under the Act and the SEBI LODR Regulations.

T his Policy is divided into three parts and salient features of the aforesaid Policy are as under:

- P art - A of the policy enlists the matters that shall be considered by the NRC, before recommending the same to the Board.

- P art - B of the policy lays down the guidelines with respect to appointment and nomination, including following matters:

(a) Appointment criteria and qualifications of Directors, Senior Management and Key Managerial Personnel of the Company;

(b) Term/ Tenure of Managing/ Whole-time Director, Independent Director(s);

( Evaluation of Performance of Directors on yearly basis; c)

( Removal of Directors, Senior Management and Key Managerial Personnel of the Company; and d)

( Retirement of Directors, Senior Management and Key Managerial Personnel of the Company. e)

- P art - C covers matters with respect to remuneration to the Directors (incl. Managing Director/ Whole-time Director), Key Managerial Personnel and Senior Management Personnel, including following matters:

(a) General Matters of process;

(b) Remuneration to Managing Director/ Whole-time Director, Key Managerial Personnel and Senior Management Personnel, including provisions with respect to payment of excess remuneration;

( Remuneration to Non-Executive/ Independent Director(s) including limits on the amounts that may be paid by way ofc) commission and sitting fees (for attending the meetings of the Board and of Committees of which they may be Members) etc.

- T he Policy specifies that the Independent Director(s) shall not be entitled to Employee Stock Options of the Company.

- T he Policy is subject to review, as and when required, but at least once in 3 (three) years.

T he above policy i.e. Nomination and Remuneration Policy, is available on the website of the Companyhttps://www.eplglobal. i.e. at com/investors/corporate-governance/. The Policy was amended during the year under review to incorporate necessary amendments in the SEBI LODR Regulations.

19. A UDIT COMMITTEE

T he Audit Committee has been constituted by the Board, in terms of the provisions of Section 177 of the Act and Regulation 18 of SEBI LODR Regulations. The Audit Committee comprises 3 (three) directors as Members who possess expertise in accounting and financial management. 2 (two) Members of the Audit Committee are Non-Executive, Independent Directors, and 1 (one) is a Non-Executive, Non-Independent Director. The Chairperson of the Committee is a Non-Executive, Independent Director.

T he Company Secretary acts as the Secretary to the Audit Committee and the meetings are also attended by the Other Directors (including the Managing Director), Chief Financial Officer, Chief Operating Officer, Global Chief Human Resources Officer, representatives of the Statutory Auditors, Internal Auditor, Cost Auditors, Secretarial Auditors and other senior executives, as may be deemed necessary and appropriate by the Committee.

Dur ing the year under review, the Audit Committee met 6 (six) times and the maximum interval between any two consecutive meetings did not exceed 120 days. All the recommendations made by the Committee were duly accepted by the Board.

D etails of the composition of the Audit Committee along with the details of participation of the Members at its meetings and the terms of reference of the Audit Committee are disclosed in the ‘Corporate Governance Report of the Company for the year under review, which forms part of the Integrated Annual Report separately.

20. AUDITORS

S tatutory Auditors

A t the th Annual General Meeting ("AGM") of the Company held on August 6, 2020, the Shareholders of the Company had approved37 the appointment of M/s. Walker Chandiok & Co LLP, Chartered Accountants (Firm Registration no. 001076N/ N500013), as the Statutory Auditors of the Company, for a term of 5 (five) years i.e. from conclusion of the 37th AGM till conclusion of the ensuing AGM to be held in the year 2025.

A ccordingly, pursuant to the recommendation of the Audit Committee and the Board at their respective meetings held on May 8, 2025, M/s. Walker Chandiok & Co LLP, Chartered Accountants (Firm Registration no. 001076N/ N500013), are proposed to be re-appointed as the Statutory Auditors of the Company for their second term of 5 (five) consecutive years i.e. to hold office till conclusion of the 47th Annual General Meeting of the Company to be held in the year 2030, subject to the approval of Shareholders. A resolution in this regard for seeking approval of the Shareholders forms part of the Notice of the ensuing AGM.

S ecretarial Auditors

Dur ing the year under review, in terms of the provisions of Section 204 of the Act, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (as amended), M/s. Dilip Bharadiya & Associates, Practicing Company Secretaries (having Unique Identification no. P2005MH091600 & Peer Review Certificate no. 5825/2024), were appointed as the Secretarial Auditors of the Company to undertake the Secretarial Audit for the Financial Year 2024-25.

I n terms of the provisions of Section 204 of the Act, read with the Companies (Appointment and Remuneration of Managerial Personnel)

Rules, 2014 (as amended) read with Regulation 24A of the SEBI LODR Regulations, and pursuant to the recommendation of the Audit Committee and the Board, at their respective meetings held on May 8, 2025, M/s. Dilip Bharadiya & Associates, Practicing Company Secretaries (having Unique Identification no. P2005MH091600 & Peer Review Certificate no. 5825/2024), are proposed to be appointed as the Secretarial Auditors of the Company, for a term of 5 (five) consecutive years commencing from the Financial Year 2025-26 i.e. April 1, 2025 till conclusion of Financial Year 2029-30 i.e. till March 31, 2030, subject to the approval of Shareholders. A resolution in this regard for seeking approval of the Shareholders forms part of the Notice of the ensuing AGM.

C ost Auditors

I n terms of the provisions of Section 148 of the Act, read with Companies (Cost Records and Audit) Rules, 2014 (as amended), the Company is required to maintain cost records and consequently, is required to undertake an audit of such cost records maintained. Accordingly, the Board had appointed M/s. Jitendrakumar & Associates, Cost and Management Accountants, as the Cost Auditors for conducting audit of the Cost Accounting Records maintained by the Company for the financial year ended on March 31, 2025.

F urther, the Board has, on recommendation of the Audit Committee, appointed them as the Cost Auditors of the Company for conducting audit of the Cost Accounting Records maintained by the Company for financial year ending on March 31, 2026 ("Financial Year 2025-26"). A resolution seeking ratification from the Shareholders, for the remuneration payable to the Cost Auditors for Financial Year 2025-26, forms part of the Notice of the ensuing AGM.

I nternal Auditor

I n terms of the provisions of Section 138 of the Act read with the rules made thereunder, if any, Mr. Navneet Mahansaria has been appointed as the Internal Auditor of the Company, with effect from May 28, 2024.

21. A UDITORS REPORT, SECRETARIAL AUDIT REPORT AND CORPORATE GOVERNANCE CERTIFICATE

T he Reports of the Statutory Auditors on the Annual Standalone and Consolidated Financial Statements of the Company for the

Financial Year 2024-25, are separately provided along with the Audited Financial Statements of the Company, which form part of the Integrated Annual Report. There is no modification, qualification, reservation, adverse remark or disclaimer given by the Statutory Auditors in their Reports for the year under review.

F urther, in terms of the provisions of Section 143(12) of the Act, no fraud has been reported by the Statutory Auditors in their Reports for the year under review.

T he Secretarial Audit Report for the year under review, as issued by the Secretarial Auditors of the Company, is annexed Annexure Aas to this Report. There is no qualification, reservation, adverse remark or disclaimer given by the Secretarial Auditors in their Report for the year under review.

F urther, in terms of the applicable provisions of the SEBI LODR Regulations, the Company has also obtained a Certificate from

M/s. Dilip Bharadiya & Associates, Practising Company Secretaries, whereby they have, on basis of their examination, certified that during the year under review, the Company has complied with the conditions of Corporate Governance as stipulated in the SEBI LODR Regulations. The certificate is annexed as Annexure B to this Report.

22. INTERNAL CONTROL SYSTEM

T he Company has established a robust internal control framework that is commensurate with the size, scale, and complexity of its operations. These controls, encompassing well-defined policies and procedures, spanning over all financial and operational functions. They are designed to provide reasonable assurance regarding the accuracy and reliability of financial and operational information, adherence to applicable laws and corporate policies, safeguarding of assets against unauthorised use, and the execution of transactions with appropriate authorization. The Internal Control System is also supplemented by the Internal Audit, which is conducted by the in-house Internal Auditor, who is assisted by external firms specialised in the Internal Audit domain. The internal audit observations and corrective action(s) taken thereon are periodically reviewed by the Audit Committee of the Board.

A s an integral part of the Companys overall internal control framework, an effective Internal Financial Control (IFC) system is in place.

This system is designed to ensure the reliability of financial and other records, and to uphold accountability across all levels of the organization. During the year under review, the IFC framework was independently assessed in accordance with the guidelines issued by the Institute of Chartered Accountants of India (ICAI). The review confirmed that the Internal Financial Controls are satisfactory in both design and operational effectiveness. More details on the Companys Internal Control Systems, including Internal Financial Controls, are provided in the ‘Management Discussion and Analysis section of the Integrated Annual Report.

23. RISK MANAGEMENT

T he Company has instituted a comprehensive mechanism to identify, assess, monitor, and mitigate risks that may impact its key business objectives. A robust Risk Management Policy has been formulated to proactively manage actual and potential risk exposures, thereby minimizing any adverse effects on the Companys strategic goals, safeguarding stakeholder interests, and ensuring compliance with regulatory requirements. All business functions operate within a unified risk management framework, adopting a common language of risk. Risks are monitored regularly, with periodic assessments of the nature and magnitude of material risks, as well as the adequacy of mitigation measures in place.

F urther, the Board has constituted the Risk Management Committee ("RMC") in terms of the provisions of Regulation 21 of SEBI LODR Regulations, for reviewing the risks and mitigation measures on a periodic basis. All aspects of risk, such as strategic, regulatory and compliance, operational, financial and reputational risks, whether internal or external, are discussed in the meeting(s) of the RMC. The RMC comprises 8 (eight) Members, out of which 1 (one) Member is a Non-Executive, Independent Director, 1 (one) is Executive Director, 3 (three) are Non-Executive, Non-Independent Directors and 3 (three) are senior executives of the Company. The Chairman of the RMC is a Non-Executive Director. The Company Secretary acts as the Secretary to the RMC.

Dur ing the year under review, 2 (two) meetings of the RMC were held and all the recommendations made by the RMC were duly accepted by the Board.

D etails of the composition of the RMC along with the details of participation of the Members at its meetings and the terms of reference of RMC are disclosed in the ‘Corporate Governance Report of the Company for the year under review, which forms part of the Integrated Annual Report separately.

F urther, more details about the Risk Management mechanism adopted by the Company are disclosed in the ‘Management Discussion and Analysis for the year under review, which forms part of the Integrated Annual Report separately.

24. VIGIL MECHANISM

T he Company remains committed to upholding the highest standards of Corporate Governance and stakeholder responsibility.

In alignment with this commitment, and in accordance with the provisions of the Act and the SEBI LODR Regulations, the Company has implemented a Whistle Blower Policy. This policy establishes a structured vigil mechanism to address instances of unethical conduct, fraud, or mismanagement, and provides a secure channel for employees and stakeholders to report genuine concerns. The policy is available on the website of the Company i.e. at https://www.eplglobal.com/investors/corporate-governance/.

M ore details about the Vigil Mechanism/ Whistle Blower Policy are disclosed in the ‘Corporate Governance Report of the Company for the year under review, which forms part of the Integrated Annual Report separately.

25. L OANS, GUARANTEES AND INVESTMENTS

D etails of the loans, guarantees and investments covered under applicable provisions of Section 186 of the Act and as per Para A of Schedule V of the SEBI LODR Regulations are given in Note 50 to the Audited Standalone Financial Statements of the Company, for the Financial Year 2024-25.

F urther, during the year under review, there were no transactions requiring disclosure or reporting in respect of matters relating to one-time settlement with any bank or financial institution.

26. REL ATED PARTY TRANSACTIONS I.E. CONTRACTS AND ARRANGEMENT WITH RELATED PARTIES

I n line with the requirements of the Act and the applicable provisions of the SEBI LODR Regulations, the Company has formulated a policy on dealing with Related Party Transactions ("RPTs"). The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and its related parties.

All transactions with related parties during the year under review were in accordance with the Policy on RPT formulated by the Company. Further, all arrangements or transactions entered by the Company during the year under review with related parties were conducted on an ‘arms length basis and in the ordinary course of business. Prior omnibus approval was obtained for RPTs which were of repetitive nature, entered in the ordinary course of business and are at arms length. A statement on RPTs specifying the details of the transactions, pursuant to each omnibus approval granted, was placed on a quarterly basis for review by the Audit Committee. All RPTs are placed for approval before the Audit Committee and also before the Board wherever necessary, in compliance with the provisions of the Act and the SEBI LODR Regulations.

I n terms of the provisions of Section 188(1) of the Act, read with the Companies (Meetings of Board and its Powers) Rules, 2014 (as amended), all contracts/ arrangements/ transactions entered into by the Company with is related parties, during the year under review, were in ‘ordinary course of business of the Company, on an arms length basis and not ‘material. Accordingly, Form no. AOC-2, prescribed under the provisions of Section 134(3)(h) of the Act and Rule 8 of the Companies (Accounts) Rules, 2014 (as amended), for disclosure of details of RPTs, which are ‘not at arms length basis and which are ‘material and at arms length basis, is not applicable and hence, the same is not provided as an annexure of this Report.

I n terms of the applicable provisions of the SEBI LODR Regulations and Indian Accounting Standards, details of the RPTs entered into during the year under review are given in Note 52 to the Audited Standalone Financial Statements of the Company for the Financial Year 2024-25, which forms part of the Integrated Annual Report.

T he Companys policy on RPTs and related matters, as approved by the Board, is available on the website of the Company https:// i.e. at www.eplglobal.com/investors/corporate-governance/.

27. ST AKEHOLDERS RELATIONSHIP COMMITTEE

T he Stakeholders Relationship Committee ("SRC") has been constituted by the Board, in terms of the provisions of Section 178 of the Act and Regulation 20 of SEBI LODR Regulations. The SRC comprises 3 (three) Directors as Members, out of which 1 (one) Member is a Non-Executive, Independent Director and 2 (two) are Non-Executive, Non-Independent Directors. The Chairman of the SRC is a Non-Executive, Non-Independent Director. The Company Secretary acts as the Secretary to the SRC.

Dur ing the year under review, SRC met once and all the recommendations made by the SRC were duly accepted by the Board. D etails of the composition of the SRC along with the details of participation of the Members at its meetings and the terms of reference of SRC are disclosed in the ‘Corporate Governance Report of the Company for the year under review, which forms part of the Integrated Annual Report separately.

28. C ORPORATE SOCIAL RESPONSIBILITY

T he Corporate Social Responsibility ("CSR") initiatives and activities undertaken during the year under review by the Company were aligned with the requirements of Section 135 of the Act. The brief outline of the CSR policy of the Company, details regarding the CSR Committee and the initiatives undertaken by the Company on CSR activities during the year under review are set out in Annexure C of this Report, in the format prescribed under the Companies (Corporate Social Responsibility Policy) Rules, 2014 (as amended).

F urther, it is pertinent to note that the Companys overseas subsidiaries also go the extra-mile and take various initiatives on the health, education and other fronts, for helping the society in their respective geographies.

T he CSR Policy of the Company is in compliance with the provisions of the Act and the same is available on the website of the Company i.e. at https://www.eplglobal.com/investors/corporate-governance/.

29. ENVIRONMENTAL, SOCIAL AND GOVERNANCE _"ESG"_ FRAMEWORK AND BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

T he Company remains steadfast in delivering results that align closely with its mission, vision, and strategic objectives. During the year under review, despite facing global macro-economic challenges such as inflation, economic volatility, and supply chain disruptions, the Company demonstrated resilience and agility, achieving growth and margin expansion. The Company continues to collaborate with customers to deliver customized, eco-friendly packaging solutions aligned with their environmental goals. Innovation remains central to this strategy, with 33% of packaging now fully recyclable and ongoing efforts to reduce material usage and carbon emissions. T he Companys commitment to Environmental, Social, and Governance (ESG) excellence is reflected in multiple recognitions, including a "Green" rating from the Ellen MacArthur Foundation, an "A" Leadership rating in CDP 2024, and a Gold rating from EcoVadis. The Company has pledged to achieve Net Zero emissions by 2050, supported by initiatives focused on resource efficiency, energy optimization, and circular production models.

O ther details with respect to the Sustainability at the Company are disclosed in a separate section on Page Nos. 36 - 135 and also in the ‘Management Discussion and Analysis for the year under review, which forms part of the Integrated Annual Report separately.

I n terms of the provisions of Regulation 34(2)(f ) of the SEBI LODR Regulations, the ‘Business Responsibility and Sustainability Report (BRSR) for the year under review, covering the Companys Environmental, Social, and Governance (ESG) disclosures forms part of the Integrated Annual Report separately.

I n addition to the BRSR, the Company has also been publishing comprehensive Annual Sustainability Reports, which are prepared in alignment with the Global Reporting Initiative (GRI) Standards, which are available on the website of the Company i.e. at https://www. eplglobal.com/investors/sustainability/.

30. ENER GY, TECHNOLOGY & FOREIGN EXCHANGE

T he information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under

Section 134(3) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 (as amended) is annexed as Annexure D to this Report.

31. ANNU AL RETURN

I n terms of the provisions of Section 92(3) and 134(3)(a) of the Act and rules made thereunder, the Annual Return of the Company for the Financial Year 2024-25, in Form no. MGT-7 is available on the website of the Company i.e. at https://www.eplglobal.com/investors/ corporate-governance/.

32. P ARTICULARS OF EMPLOYEES

D etails in terms of the provisions of Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (as amended) are annexed as Annexure E to this Report.

T he statement containing particulars of employees as required in terms of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (as amended) is annexed herewith as Annexure F to this Report.

33. DEPOSITS FROM PUBLIC

T he Company has not accepted any deposits from public and hence, no amount on account of principal or interest on deposits from public was outstanding as on March 31, 2025.

34. C OMPLIANCE WITH SECRETARIAL STANDARDS

T he Company has implemented appropriate systems to ensure compliance with all applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI). These systems are well-structured, adequate, and have been operating effectively throughout the year under review.

35. A WARDS AND RECOGNITIONS

Dur ing the year under review, the Company received significant recognition for its achievements across various domains highlighting our commitment to sustainability, innovation, and employee well-being. Details about the same are disclosed in a separate section on Page Nos. 16-17 and also in the ‘Management Discussion and Analysis for the year under review, which forms part of the Integrated Annual Report separately.

36. DISCL OSURES PERTAINING TO THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE _PREVENTION, PROHIBITION AND REDRESSAL_ ACT, 2013

T he Company has zero tolerance towards any act or behaviour, including sexual harassment, that undermines the dignity of its employees at the workplace. Accordingly, in alignment with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder ("POSH Act"), the Company has adopted a comprehensive Policy on Prevention, Prohibition and Redressal of Sexual Harassment at Workplace ("POSH Policy").

T o ensure effective implementation of the POSH Policy, the Company has constituted dedicated Internal Complaints Committee(s) at all its administrative units and offices to address complaints related to sexual harassment. Additionally, a Central Committee for Governance and Review of POSH has been established to oversee policy adherence and ensure consistent governance across the organization.

T he Company also conducts regular interactive awareness sessions for employees to foster a respectful and inclusive workplace culture and to educate them on the provisions of the POSH Act and the Companys POSH Policy.

D etails of the complaints received during the year under review, under POSH Policy, are as under:

a. Number of complaints received during the year :	NIL
b Number of complaints disposed off during the year . :	NIL
c Number of complaints pending as at the end of the year . :	NIL

37. ACKNOWLEDGEMENT

T he Board of Directors places on record its sincere appreciation to the valued customers, suppliers, vendors, banks, financial institutions, and investors for their continued trust and support. Their unwavering partnership has been instrumental in the Companys sustained success.

T he Board also extends its gratitude to the Government of India, the governments of various states within India, and the governments and regulatory authorities of other countries, for their co-operation and support throughout the year.

T he Board further expresses its heartfelt appreciation for the contribution of all employees of the Company and their families. Their unwavering dedication, commitment and hard work have played a pivotal role in driving the Companys growth, profitability, and its standing as one of the industry leaders.

For and on behalf of the Board
EPL Limited
Anand Kripalu	Sharmila A. Karve
Managing Director & Global CEO	Independent Director
DIN: 00118324	DIN: 05018751
Date : May 8, 2025
Place : Mumbai