The Directors of EPL Limited ("Company"/ "EPL") are pleased to present the Board's Report, as a part of the 1^st 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

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

2. COMPANY'S PERFORMANCE - FINANCIAL YEAR 2024-25
Business Performance

Key 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.

Financial 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 year's 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 year's 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.

The Company's 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 Company's 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.

Exceptional Items

For 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.

There were no exceptional items recorded in the Audited Standalone Financial Statements of the Company for the year under review.
Intellectual Property Rights

During 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.

Further, 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

During 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.

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

During 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:

3. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There 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

The Board has recommended a Final Dividend of ' 2.50 per fully paid-up Equity Share of ' 2 each, for the Financial Year 2024-25 (vis-a¬
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-a-vis 115%
for the Financial Year 2023-24).

The 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.

The abovementioned Final Dividend would be in addition to the Interim Dividend of ' 2.50 per fully paid-up Equity Share of ' 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).

In view of the same, the total dividend for the Financial Year 2024-25 including the recommended Final Dividend, would be ' 5 per
fully paid-up Equity Share of ' 2 each i.e. ~250% of the paid-up value of each Equity Share (vis-a-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).

The 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. TRANSFER TO RESERVES

The 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

During 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).

During 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. EMPLOYEE STOCK OPTIONS SCHEME - 2020

The 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.

Relevant 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. OTHER DISCLOSURES

In 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.

Details 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")

In 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.

During the year, the Company transferred an amount of ' 19,28,579/- representing the unclaimed and unpaid dividend pertaining
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.

Details 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. CORPORATE GOVERNANCE

As 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.

The 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

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

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

Investment 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.

- Thereafter, 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.

- The 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.

Investment 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 ~1,980,000Thai 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.

- Thereafter, 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.

Agreement 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").

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

- Further, 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.

There 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
Company's 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.

Further, 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.

In 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.

The 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 Company's internal financial controls were adequate
and effective during and as at the end of the year under review.

Pursuant 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
Board of Directors

The Board composition, as on March 31,2025, was as under:

During 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.

Other 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,

are disclosed in the 'Corporate Governance Report' of the Company for the year under review, which forms part of the Integrated
Annual Report separately.

Further, 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.

Change in Directorate

During 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 41^st Annual General Meeting of the Company held on
August 21,2024.

In 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.

Further, 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 42^nd 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.

The 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.

Key Managerial Personnel ("KMP")

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

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

14. MEETINGS OF THE BOARD

During 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.

Details 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

During 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.

For 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.

Details 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. FAMILIARIZATION PROGRAMME

The 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 Company's 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.

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

17. NOMINATION AND REMUNERATION COMMITTEE

The 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 2/3^rd 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.

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

Details 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' which inter 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.

The 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.

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

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

- Part - 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);

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

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

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

- Part - 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;

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

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

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

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

19. AUDIT COMMITTEE

The 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.

The 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.

During 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.

Details 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
Statutory Auditors

At the 37^th Annual General Meeting ("AGM") of the Company held on August 6, 2020, the Shareholders of the Company had approved
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 37^th AGM till conclusion of the ensuing AGM to be held
in the year 2025.

Accordingly, 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 47^th 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.

Secretarial Auditors

During 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.

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) 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.

Cost 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.

Further, 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.

Internal 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. AUDITORS' REPORT, SECRETARIAL AUDIT REPORT AND CORPORATE GOVERNANCE CERTIFICATE

The 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.

Further, 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.

The Secretarial Audit Report for the year under review, as issued by the Secretarial Auditors of the Company, is annexed as Annexure A
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.

Further, 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

The 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.

As an integral part of the Company's 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 Company's Internal Control Systems, including Internal Financial
Controls, are provided in the 'Management Discussion and Analysis' section of the Integrated Annual Report.

23. RISK MANAGEMENT

The 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 Company's 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.

Further, 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.

During 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.

Details 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.

Further, 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

The 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/.

More 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. LOANS, GUARANTEES AND INVESTMENTS

Details 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.

Further, 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. RELATED PARTY TRANSACTIONS I.E. CONTRACTS AND ARRANGEMENT WITH RELATED PARTIES

In 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 'arm's 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 arm's 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 arm's 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 arm's length basis' and which are 'material and at arm's length basis', is not applicable and
hence, the same is not provided as an annexure of this Report.

In 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.

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

27. STAKEHOLDERS' RELATIONSHIP COMMITTEE

The 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.

During the year under review, SRC met once and all the recommendations made by the SRC were duly accepted by the Board.

Details 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. CORPORATE SOCIAL RESPONSIBILITY

The 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).

Further, it is pertinent to note that the Company's 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.

The 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

The 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.

The Company's 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.

Other 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.

In 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 Company's Environmental, Social, and Governance (ESG) disclosures forms part of the
Integrated Annual Report separately.

In 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. ENERGY, TECHNOLOGY & FOREIGN EXCHANGE

The 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. ANNUAL RETURN

In 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. PARTICULARS OF EMPLOYEES

Details 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.

The 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

The 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. COMPLIANCE WITH SECRETARIAL STANDARDS

The 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. AWARDS AND RECOGNITIONS

During 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. DISCLOSURES PERTAINING TO THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013

The 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").

To 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.

The 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 Company's POSH Policy.

Details 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

The 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 Company's sustained
success.

The 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.

The 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 Company's 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