Intimation Under Regulation 30 Of The SEBI (Listing Obligations And Disclosure Requirements) Regulations. 2015

• Security Code: 500126
• Company: PGHL

Pursuant to Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, we wish to inform you about the following decisions taken at the meeting of the Board of Directors of the Company on 28 November 2018, all of which are conditional upon the consummation of the transactions contemplated by the India Sale and Purchase Agreement, dated April 19, 2018 (the 'India SAPA'), by and among, Merck Internationale Beteiligungen GmbH, Chemitra Gesellschaft mit beschränkter Haftung, Emedia Export Company mit beschränkter Haftung (together, the 'Sellers'), Merck KGaA and Procter & Gamble Overseas India B.V ('Acquirer') ('India SAPA Closing'):
1. Resignation of Ms. Zoe Tang as a director on the Board - Ms. Zoe Tang has tendered her resignation as a director on the Board by her resignation letter dated 28 November 2018. The resignation letter is effective immediately upon and pursuant to the India SAPA Closing. The Board acknowledged the valuable contribution of Ms. Zoe Tang as a director on the Board and accepted her resignation as a director, subject to and with effect from India SAPA Closing.

2. Resignation of Mr. N. Krishnan as the Chief Financial Officer of the Company and as a director on the Board - Mr. N. Krishnan has tendered his resignation as the Chief Financial Officer of the Company and as a director on the Board by his resignation letter dated 28 November 2018. The resignation letter is effective immediately upon and pursuant to the India SAPA Closing. The Board acknowledged the valuable contribution of Mr. N. Krishnan as the Chief Financial Officer of the Company and as a director on the Board and accepted his resignation, subject to and with effect from India SAPA Closing.







3. Resignation of Mr. Vikas R. Gupta as the General Counsel and Company Secretary of the Company - Mr. Vikas R. Gupta has tendered his resignation as the General Counsel and Company Secretary of the Company by his resignation letter dated 28 November 2018. The
resignation letter is effective immediately upon and pursuant to the India SAPA Closing. The Board acknowledged the valuable contribution of Mr. Vikas R. Gupta as the General Counsel and Company Secretary of the Company and accepted his resignation, subject to and with effect from India SAPA Closing.

4. Resignation of Mr. H.C.H. Bhabha as an independent director on the Board - Mr. H.C.H. Bhabha has tendered his resignation as an independent director on the Board by his resignation letter dated 28 November 2018, with effect from the conclusion of the board meeting held on 28 November 2018. He has expressed his inability to continue as an independent director of the Company since he is pre-occupied with his own business commitments and increased travel requirements. The Board acknowledged the valuable contribution of Mr. H.C.H. Bhabha as an independent director on the Board and accepted his resignation as an independent director, with effect from the conclusion of the board meeting held on 28 November 2018.

5. Proposal for appointment of Mr. Amit Gupta as an additional director on the Board - Pursuant to and conditional upon the India SAPA Closing, the Acquirer proposes to appoint Mr. Amit Gupta as an additional director on the Board. The Board proposed the appointment of Mr. Amit Gupta as an additional director on the Board, subject to India SAPA Closing and allotment of DIN to Mr. Amit Gupta. A brief profile of Mr. Amit Gupta is attached.

6. Share Transfer from the Sellers to the Acquirer - As mentioned in the corporate announcement made by the Company on April 19, 2018, it was proposed that the Acquirer shall, purchase from the Sellers 8,599,224 (Eight Million Five Hundred Ninety Nine Thousand Two Hundred Twenty Four) equity shares of face value INR 10 (Indian Rupees Ten only) each of the Company, which constitutes 51.80% of the fully diluted voting equity share capital of the Company ('Share Transfer').

The Board was informed that the Share Transfer is subject to satisfaction of certain conditions precedent, including receipt of statutory and regulatory approvals, as well as completion by Merck KGaA, Germany, of a sale globally of its consumer health business to The Procter & Gamble Company (and its affiliates) through one or more sale and purchase agreements (the 'Global Transaction').











Accordingly, the Board took on record the proposed Share Transfer, subject to and conditional upon: (i) the completion of the Global Transaction; (ii) deposit of appropriate delivery instruction slips by the Sellers with their depository participants in order to effect the Share Transfer; and (iii) receipt of the agreed sale consideration by the Sellers in connection with the Share Transfer.

7. Completion of the business transfer - As announced on June 13, 2018 and June 21, 2018, on June 21, 2018 the Company had entered into (i) a business transfer agreement ('BTA') with Merck Life Science Private Limited ('MLSPL') for the transfer of the Company''s biopharma ('BP'), performance materials ('PM') and life science ('LS') businesses to MLSPL and/or its affiliates; and (ii) pursuant to and in connection therewith, an agreement with MLSPL, Merck Specialities Private Limited ('MSPL') and Merck Performance Materials Private Limited ('MPMPL') for the direct transfer of the BP and PM businesses to MSPL and MPMPL respectively, in accordance with the terms and conditions of the BTA. The completion of the business transfer under the aforementioned agreements was subject to certain closing conditions, including receipt of regulatory approvals. Such regulatory approvals have now been obtained, and the Board took on record the proposed completion of the business transfer subject to and with effect from India SAPA Closing.

8. Postal ballot notice - The Board was informed that subject to and condition upon the India SAPA Closing, the Sellers will cease to hold any shares in the Company, or exercise any control over the Company, or have any special rights in the Company. Further, the Board was informed that as per the India SAPA, subject to and conditional upon the India SAPA Closing, appropriate applications are required to be made by the Company to BSE Limited and National Stock Exchange of India Limited to de-classify the Sellers as the 'promoters' of the Company under the provisions of Regulation 31A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the 'Listing Regulations'). Pursuant to the provisions of Regulation 31A of the Listing Regulations, approval of the shareholders of a company is required to be obtained in order to effect a reclassification of promoters of a listed company. The Board has, therefore, subject to and conditional upon the India SAPA Closing and satisfaction of the conditions under the Listing Regulations, consented to conduct a postal ballot to seek the approval of the shareholders of the Company for the proposed reclassification under Regulation 31A of the Listing Regulations and has approved the issue of the postal ballot notice.
This is for your information and records.