PROCTER & GAMBLE HEALTH LIMITED — Proxy Solicitation & Information Statement 2020

Feb 14, 2020

February 14, 2020

To, The National Stock Exchange Limited Exchange Plaza, Plot No. C/1, G Block Bandra Kurla Complex, Bandra (East), Mumbai - 400051 Ref: Scrip Code:- PGHL

The BSE Limited Department of Corporate Services Phiroze Jeejeebhoy Towers Dalal Street, Mumbai - 400001 Ref:- Scrip Code:- 500126

Dear Sir/Madam,

Subject: Announcement- Postal Ballot Notice

We would like to submit the notice of the Postal Ballot with respect to the Company's proposal of seeking approval of the Members for the following resolution:

• 1. Re-appointment of Mr. Suresh Talwar as an Independent Director [Special Resolution]
• 1. Re-appointment of Ms. Rani Jadhav as an Independent Director [Special Resolution]

Kindly take the above on record and acknowledge the receipt.

Thanking you,

Yours faithfully,

For Procter & Gamble Health Limited

Fly •achado Au;;:~ed Signat

Procter & Camble Health Limited (Formerly known as Merck Limited) CIN: L99999MH1967PLC013726 Registered Office: Godrej One, 8 Floor, Pirojshanagar, Eastern Express Highway, Vikhrol1 East, Mumbai 400 0791 Tel: (91-22) 6210 9800 www.pghealthindia.com

Procter & Gamble Health Limited

(Formerly Merck Limited)

(CIN: L99999MH1967PLC013726) Registered Office: Godrej One, 8th Floor, Pirojshanagar, Eastern Express Highway, Vikhroli (El, Mumbai - 400 079 Website: www.pghealthindia.com; email id: machado.f.1@pg.com Tel: (+91-22) 6866 9000; Fax: (+91-22) 25186828

POSTAL BALLOT FORM

(To be returned to Scrutinizer appointed by the Company)

1. Name and Registered address of the Sole/First Holder

• 1. Name(s) of joint-holders, (if any)
• 1. Registered Folio No./*DP ID/Client ID *(Applicable to Members holding shares in Dematerialized form)
• 1. Number of Shares held
• 1. I/ We hereby exercise my I our vote in respect of the following resolution(s) to be passed through postal ballot for the business stated in the Notice dated February 7, 2020 of the Company by sending my/ our assent or dissent to the said resolution by placing the tick( ✓) mark in the appropriate box below:

Item(ResolutionNo.)	Description of Resolution	No. of EquityShare(s) held	I / We assent tothe Resolution(FOR)	I/ We assenttothe Resolution(AGAINST)
1.	Re-appointment of Mr. Suresh Talwar as an Independent Director(Special Resolution)
2.	Re-appointment of Ms. Rani Jadhav as an Independent Director(Special Resolution)

Place:

Date: (Signature of Member

*(In case of authorized representative of a body corporate, copy of the relevant authorization viz. Board Resolution/Power of Attorney should be sent along with postal ballot form)

Notes: (i) If you opt to cast your vote bye-voting, there is no need to fill up and sign this form. (ii) Last date for receipt of postal ballot form is Sunday, March 15, 2020. (iii) Please read the instructions printed overleaf carefully before casting your vote.

Electronic Voting Particulars

Electronic Voting Event Number(EVEN)	User ID	Password

Note: Please read carefully the instructions printed overleaf before exercising the vote.

E-VOTING INSTRUCTIONS

How do I vote electronically using NSDL e-Voting system?

The way to vote electronically on NSDL e-Vating system consists of "Two Steps" which are mentioned below:

Step 1 : Log-in to NSDL e-Voting system at https:/ /www.evoting.nsdl.com/

Step 2 : Cast your vote electronically on NSDL e-Voting system.

Details on Step 1 is mentioned below:

How to log-in to NSDL e-Voting website?

• 1. Visit thee-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.
• 1. Once the home page of e-Voting system is launched, click on the icon "Login"which is available under'Shareholders' section.
• 1. A new screen will open. You will have to enter your User ID, your Password and a Verification Code as shown on the screen. Alternotively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click one-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.
• 1. Your User ID details are given below :

Manner of holding shares i.e. Demat Your User ID is:(NSDL or CDSL} or Physical
a)	For Members who hold shares indemat account with NSDL.	8 Character DP ID followed by 8 Digit Client IDFor example, if your DP ID is IN300*** and Client ID is 12****** then your user ID is IN30012***.
bl	For Members who hold shares indemat account with CDSL.	16 Digit Beneficiary IDFor example, if your Beneficiary ID is 12************** then your user ID is 12**************
c)	For Members holding shares inPhysical Form.	EVEN Number followed by Folio Number registered with the companyFor example, if folio number is 001 ••• and EVEN is 110524 then user ID is 110524001 •••

1. Your password details are given below:

a) If you are already registered fore-Voting, then you can use your existing password to login and cast your vote.

• b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the'initial password'which was communicated to you. Once you retrieve your 'initial password'. you need to enter the 'initial password' and the system will force you to change your password.
• c) How to retrieve your'initial password'?
  • (i) If your email ID is registered in your demat account or with the company, your 'initial password' is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8-digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdffile contains your'User ID'and your'initial password'.
  • (ii) If your email ID is not registered, your 'initial password' is communicated to you on your postal address.
• 1. If you are unable to retrieve or have not received the "Initial password" or have forgotten your password:
  • a) Click on "Forgot User Details/Password?"(lf you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.
  • b) "Physical User Reset Password?" (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.
  • c) If you are still unable to get the password by aforesaid two options, you can send a request at evoting@nsdl.co.in mentioning your demat account number/folio number, your PAN, your name and your registered address.
• 1. After entering your password, tick on Agree to "Terms and Conditions" by selecting on the check box.
• 1. Now, you will have to click on "Login" button.
• 1. After you click on the "Login" button, Home page of e-Voting will open.

Details on Step 2 is given below:

How to cast your vote electronically on NSDL e-Voting system?

• 1. After successful login at Step 1, you will be able to see the Home page of e-Voting. Click one-Voting. Then, click on Active Voting Cycles.
• 1. After click on Active Voting Cycles, you will be able to see all the companies "EVEN" in which you are holding shares and whose voting cycle is in active status.
• 1. Select "EVEN" of company for which you wish to cast your vote.
• 1. Now you are ready fore-Voting as the Voting page opens.
• 1. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on "Submit" and also "Confirm" when prompted.
• 1. Upon confirmation, the message"Vote cast successfully"will be displayed.
• 1. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.
• 1. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

General guidelines for shareholders

• 1. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to pghealthpb2020@sarafandassociates.com with a copy marked to evoting@nsdl.co.in.
• 1. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the "Forgot User Details/Password?" or "Physical User Reset Password?" option available on www.evoting.nsdl.com to reset the password.
• 1. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on toll free no.: 1800-222-990 or send a request at evoting@nsdl.co.in

Procter & Gamble Health Limited (Formerly Merck Limited)

(CIN: L99999MH1967PLC013726)

Registered Office: Godrej One, 8th Floor, Pirojshanagar, Eastern Express Highway, Vikhroli (E), Mumbai -400 079 Website: www.pghealthindia.com: email id: machado.f.1@pg.com Tel: (+91-22) 6866 9000; Fax: (+91-22) 25186828

POSTAL BALLOT NOTICE

(Pursuant to Section 11 O of the Companies Act, 2013 and applicable Rules made thereunder)

Dear Member(s),

Notice is hereby given pursuant to Section 110 and other applicable provisions, if any, of the Companies Act, 2013 ("the Act") read with Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014 ("the Rules"), as amended from time to time, including any statutory modification or re-enactment thereof for the time being in force, seeking approval of the Members for re-appointment of Mr. Suresh Talwar and Ms. Rani Jadhav as Independent Directors.

The Board of Directors of the Company ("the Board") has appointed Saraf & Associates, Practicing Company Secretary (Proprietor - K. G. Saraf) as the scrutinizer ("Scrutinizer") for conducting the postal ballot and e-voting process in a fair and transparent manner.

In compliance with Regulation 44 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, and the provisions of Sections 108 and 11 O of the Act, read with the Rule 20 and 22 of the Rules, the Company is offering to its Members the facility to exercise their right to vote by electronic means as an alternate mechanism. For this purpose, the Company has entered into an agreement with National Securities Depository Limited ("NSDL") for facilitating e-voting in order to enable the Members to cast their votes electronically instead of dispatching a postal ballot form.

Members are requested to carefully read the instructions printed on the postal ballot form and return the same duly completed in the enclosed self-addressed Business Reply Envelope so as to reach KFin Technologies Private Limited ("the RTA") at the address given below and also printed on the self-addressed envelope not later than the close of working hours i.e. 5 p.m. (1ST) on Sunday, March 1 S, 2020. The postal ballot form may also be deposited personally at the address given on the Business Reply Envelope. The postal ballot form, if sent by courier or by registered post/ speed post at the expense of the Member(s) will also be accepted.

Postal ballot forms received after the close of working hours i.e. 5 p.m. (1ST) on Sunday, March 1 S, 2020 will be treated as if no reply has been received from the Member. E-voting will be blocked by the NSDL at 5:01 p.m. (1ST) on Sunday, March 15, 2020 and e-voting shall not be allowed beyond the said date and time.

Members desiring to opt fore-voting as per the facilities arranged by the Company are requested to read the notes to this postal ballot notice. References to postal ballot(s) in this postal ballot notice include votes received electronically.

Members' consent is requested for the proposal contained in the resolutions appended below. An explanatory statement pursuant to Section 102 of the Act setting out all material facts and reasons for the proposed resolutions is annexed hereto for your consideration.

1. Re-appointment of Mr. Suresh Talwar as an Independent Director

To consider and if thought fit, to pass the following resolution as a SPECIAL RESOLUTION:

"RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152 and other applicable provisions, if any, of the Companies Act, 2013 ("Act"), Rules framed thereunder, read with Schedule IV to the Act (as amended from time to time) and SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 (as amended from time to time), Mr. Suresh Talwar (DIN 00001456), aged 82 years, who has submitted a declaration that he meets the criteria for independence and who is eligible for re-appointment as Independent Director, be and is hereby re-appointed as an Independent Director of the Company for a term of five years with effect from April 8, 2020 upto March 31, 2025, not being liable to retire by rotation''.

1. Re-appointment of Ms. Rani Jadhav as an Independent Director

To consider and if thought fit, to pass the following resolution as a SPECIAL RESOLUTION:

"RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152 and other applicable provisions, if any, of the Companies Act, 2013 ("Act"), Rules framed thereunder, read with Schedule IV to the Act (as amended from time to time) and SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 (as amended from time to time), Ms. Rani Jadhav (DIN 07070938), aged 71 years, who has submitted a declaration that she meets the criteria for independence and who is eligible for re-appointment as Independent Director, be and is hereby re-appointed as an Independent Director of the Company for a term of five years with effect from April 8, 2020 upto March 31, 2025, not being liable to retire by rotation''.

By Order of the Board of Directors For Procter & Gamble Health Limited

Sd/- AmitGupta Director & Chief Financial Officer

February 7, 2020 Mumbai

Notes:

• 1. An Explanatory Statement pursuant to Section 102(1) read with Section 11 O of the Act, setting out the material facts and reasons for the proposed resolutions above, is appended herein below along with the postal ballot form for your consideration.
• 1. The postal ballot notice is being sent to the Members whose names appear in the Register of Members/ List of Beneficial Owners as received from NSDL and CDSL as on February 7, 2020. The voting rights shall also be reckoned on the paid-up value of shares registered in the name of the member{s) as on the said date. A person who is not a member as on the relevant date should treat this postal ballot notice for information purposes only.
• 1. Members who have registered their email IDs for receipt of documents in electronic form are being sent the postal ballot notice by e-mail to their email IDs registered with their depository participants/ the Company's registrar and share transfer agent. Members who receive the postal ballot notice by e-mail and who wish to vote through physical postal ballot form can download the same from the website of the Company {www.pghealthindia.com). For members whose email IDs are not registered, physical copies of this postal ballot notice are being sent by registered post, speed post or courier along with a postal ballot form and a postage-prepaid self-addressed business reply envelope. Alternatively, a Member may write to the Company's share registrar and transfer agent, KFin Technologies Private Limited ("the RTA") for obtaining a duplicate postal ballot form.
• 1. Resolutions passed by the Members through postal ballot are deemed to have been passed as if they are passed at a General Meeting of the Members.
• 1. Members can opt for only one mode of voting i.e. either by postal ballot or through e-voting. In cases where members cast their votes through both modes, votes cast electronically {e-voting) shall be treated as valid and votes cast through postal ballot forms will be treated as invalid.
• 1. Members who have not registered their e-mail ID are requested to register the same with the Company's registrar and share transfer agent/ depositories in order to receive the Company's Annual Report and other communications electronically in future.
• 1. The Scrutinizer will submit his report to the Chairman of the Board or any person authorized by him after the completion of scrutiny, and the result of the voting by postal ballot will be announced by the Chairman or any person authorized by him, on or before Tuesday, March 17, 2020. The results along with the report of the Scrutinizer shall be displayed on the Company's website, the website of NSDL and shall also be communicated to BSE Limited and the National Stock Exchange of India Limited, where the shares of the Company are listed. The resolutions, if passed by the requisite majority, shall be deemed to have been passed on Sunday, March 15, 2020 i.e. the last date specified by the Company for receipt of duly completed postal ballot forms ore-voting.
• 1. This postal ballot notice is also placed on the website of the Company: {www.pghealthindia.com) and on the website of NSDL.
• 1. In compliance with the provisions of Sections 108, 110 and other applicable provisions of the Act, read with {i) Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014 as amended; and {ii) Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company is offering e-voting facility to all the Members of the Company and the business may be transacted through electronic voting system. The Company has engaged the services of NSDL for facilitating e-voting to enable the Members to cast their votes electronically. A Member may avail of this facility at his/ her discretion as per the instructions provided herein.
• 1. Thee-voting period shall commence on Saturday, February 15, 2020 at 9:00 a.m. {1ST) and end on Sunday, March 15, 2020 at 5:00 p.m. {1ST). Thee-voting will be blocked by NSDL thereafter. During this period, Members of the Company holding shares either in physical or dematerialized form, as on the cut-off date, i.e. February 7, 2020, may cast their vote electronically.
• 1. Once the vote on the resolutions is cast by the Members, the Members shall not be allowed to change it subsequently.
• 1. The instructions for Members fore-voting are as under:

E-VOTING INSTRUCTIONS

How do I vote electronically using NSDL e-Voting system?

The way to vote electronically on NSDL e-Voting system consists of "Two Steps" which are mentioned below:

Step 1 : Log-in to NSDL e-Voting system at https:/ /www.evotinq.nsdl.com/

Step 2 : Cast your vote electronically on NSDL e-Voting system.

Details on Step 1 is mentioned below:

How to Log-in to NSDL e-Voting website?

• 1. Visit thee-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.
• 1. Once the home page of e-Voting system is launched, click on the icon "Login"which is available under'Shareholders' section.
• 1. A new screen will open. You will have to enter your User ID, your Password and a Verification Code as shown on the screen.

Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https-//eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.

1. Your User ID details are given below:

Manner of holding shares i.e. Demat (NSDL orCDSL) or Physical		Your User ID is:
a)	account with NSDL.	For Members who hold shares in demat 8 Character DP ID followed by 8 Digit Client IDFor example, if your DP ID is IN300*** and Client ID is 12****** then your user IDis IN30012***.
b)	For Members who hold shares in demat 16 Digit Beneficiary IDaccount with CDSL.	For example, if your Beneficiary ID is 12************** then your user ID is1 2-IHI-************
cl	For Members holding shares in PhysicalForm.	EVEN Number followed by Folio Number registered with the companyFor example, if folio number is 001 *** and EVEN is 101456 then user ID is101456001***

5. Your password details are given below:

• a) If you are already registered fore-Voting, then you can use your existing password to login and cast your vote.

• bl If you are using NSDL e-Voting system for the first time, you will need to retrieve the'initial password' which was communicated to you. Once you retrieve your'initial password: you need enter the'initial password' and the system will force you to change your password.

• c) How to retrieve your'initial password'?

  • (i) If your email ID is registered in your demat account or with the company, your 'initial password' is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8-digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your 'User ID' and your 'initial password'.
  • (ii) If your email ID is not registered, your 'initial password' is communicated to you on your postal address.
• 1. If you are unable to retrieve or have not received the "Initial password" or have forgotten your password:
  • a) Click on "Forgot User Details/Password?" (If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.
  • bl Physical User Reset Password?"(lfyou are holding shares in physical mode) option available on www.evoting.nsdl.com.
  • cl If you are still unable to get the password by aforesaid two options, you can send a request at evoting@nsdl.co.in mentioning your demat account number/folio number, your PAN, your name and your registered address.
• 1. After entering your password, tick on Agree to "Terms and Conditions" by selecting on the check box.
• 1. Now, you will have to click on "Login" button.
• 1. After you click on the "Login" button, Home page of e-Voting will open.

Details on Step 2 is given below:

How to cast your vote electronically on NSDL e-Voting system?

• 1. After successful login at Step 1, you will be able to see the Home page of e-Voting. Click one-Voting. Then, click on Active Voting Cycles.
• 1. After click on Active Voting Cycles, you will be able to see all the companies "EVEN" in which you are holding shares and whose voting cycle is in active status.
• 1. Select "EVEN" of company for which you wish to cast your vote.
• 1. Now you are ready fore-Voting as the Voting page opens.
• 1. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on "Submit" and also "Confirm" when prompted.
• 1. Upon confirmation, the message "Vote cast successfully" will be displayed.
• 1. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.
• 1. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

General guidelines for shareholders

• 1 Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to pghea1thpb2020@sarafandassociates.com with a copy marked to evoting@nsdl.co.in.
• 1. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to thee-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the "Forgot User Details/Password?" or"Physical User Reset Password?" option available on www.evoting.nsdl. com to reset the password.
• 1. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on toll free no.: 1800-222-990 or send a request at evoting@nsdl.co.in

By Order of the Board of Directors For Procter & Gamble Health Limited

Sd/- AmitGupta Director & Chief Financial Officer

February 7, 2020 Mumbai

Registered Office:

Godrej One, 8th Floor, Pirojshanagar, Eastern Express Highway, Vikhroli - East, Mumbai, Maharashtra - 400079, India Website: www.pghealthindia.com

Registrar and Share Transfer Agent

KFin Technologies Private Limited, Karvy Selenium Tower B, Plot 31-32, Gachibowli Financial District, Nanakramguda, Hyderabad - 500032 Phone No. +91406716 2222, Fax No. +9140 2342 0814 Toll Free No. 1800-3454-001 Email: einward.ris@karvy.com Website: www.kfintech.com

EXPLANATORY STATEMENT PURSUANT TO SECTIONS 102(1 I AND 110 OF THE COMPANIES ACT, 2013

ltemNo.1

Re-appointment of Mr. Suresh Talwar as an Independent Director

At the 481h Annual General Meeting held on April 8, 2015, an Ordinary Resolution was passed by the Members of the Company according approval for appointment of Mr. Suresh Talwar as Non-Executive Independent Director for a period of five years effective April 8, 2015. Mr. Talwar will complete his present term on April 7, 2020. In terms of the notified Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018, consent of the Members by way of Special Resolution is required for reappointment of Independent Director for second tenure.

Mr. Suresh Talwar, aged 82 years, is a graduate in Commerce, LLB and a solicitor. Mr. Talwar is a Corporate Counsel of Talwar, Thakore & Associates and which was set up by him in April 2007. As a practicing lawyer with the Bombay High Court since 1966, he has over 44 years of experience in the legal profession, specializing in corporate law dealing specifically with mergers and acquisitions, corporate taxation, foreign exchange laws, international issues of Indian securities and real estate laws among others. He is a Director on the Boards of several prominent companies in India. Considering the rich experience and expertise of Mr. Talwar and his valuable contribution towards the Company, the Nomination & Remuneration Committee ("the Committee") and the Board of Directors of the Company ("the Board") at their respective meetings held on February 7, 2020 recommended the re-appointment of Mr. Talwar as an Independent Director for a period of five years with effect from April 8, 2020 upto March 31, 2025, on the existing terms and conditions notwithstanding that he has attained the age of 75 years.

The Board recommends passing of the Special Resolution at item no. 1.

None of the Directors or Key Managerial Personnel of the Company and their relatives, other than Mr. Suresh Talwar, are concerned or interested, financially or otherwise, in this item.

ltemNo.2

Re-appointment of Ms. Rani Jadhav as an Independent Director

At the 481h Annual General Meeting held on April 8, 2015, an Ordinary Resolution was passed by the Members of the Company according approval for appointment of Ms. Rani Jadhav as Non-Executive Independent Director for a period of five years effective April 8, 2015. Ms. Jadhav will complete her present term on April 7, 2020. In terms of the notified Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018, consent of the Members by way of Special Resolution is required for reappointment of Independent Director for second tenure.

Ms. Jadhav, aged 71 years, is a retired IAS Officer and worked for 38 years in the Indian Administrative Service before retiring in 2008 from the position of Chairperson, Mumbai Port Trust in the rank of Secretary, Government of India. During this period of 38 years, she held a number of senior positions in government both at the federal and state levels and is, therefore, well acquainted with all aspects of public administration in India. She has a good mix of staff and line function experience. This mix has given her rare exposure to both Public & Corporate Affairs. Considering the rich experience and expertise of Ms. Jadhav and her valuable contribution towards the Company, the Nomination & Remuneration Committee ("the Committee") and the Board of Directors of the Company ("the Board") at their respective meetings held on February 7, 2020 recommended the re-appointment of Ms. Jadhav as an Independent Director for a period of five years with effect from April 8, 2020 upto March 31, 2025, on the existing terms and conditions notwithstanding that she will attain the age of 75 years during the said tenure.

The Board recommends passing of the Special Resolution at item no. 2.

None of the Directors or Key Managerial Personnel of the Company and their relatives, other than Ms. Rani Jadhav, are concerned or interested, financially or otherwise, in this item.

By Order of the Board of Directors For Procter & Gamble Health Limited

Sd/- Amit Gupta Director & Chief Financial Officer

February 7, 2020 Mumbai

Details of Director proposed to be appointed / re-appointed

Resolution / Item No.	1	2
Name of Director	Mr. Suresh Talwar	Ms. Rani Jadhav
Age	82 years	71 years
Date of Birth	21/11/1937	02/06/1948
Date of appointment on the Board	17/01/1984	05/02/2015
Expertise in specific field	B. Com, LLB., Solicitor	IAS (Retired)
Names of other Companies in which she/ he 1.	Elantas Beck India Limited	Forbes & Company Limited1.
holds Directorships	2.Solvay Pharma India Limited	Avana Logistek Limited2.
	Blue Star lnfotech Limited3.	3.Shapoorji Pallonji Forbes Shipping
	4.Samson Maritime Limited	LimitedI
	5.Johnson & Johnson Private Limited
	6.Chowgule And Company PrivateLimited
	Romil Finance And Investment Private7.Limited
	True North Fund Trusteeship Private8.Limited
	9.Swiss Re Global Business SolutionsIndia Private Limited
	10. True North Trusteeship Private Limited
	11. Rediffusion Brand Solutions PrivateLimited
	12. True North Fund Trusteeship EntityPrivate Limited
	13. Swiss Re Healthcare Services PrivateLimited
	14. Twentieth Century Fox Corporation(India) Private Limited
Companies in which he is a Managing NilDirector, Chief Executive Officer, Whole timeDirector, Secretary, Chief Financial Officer,Manager		Nil
Chairman/Member of the Committee(s) of Audit Committee - Chairman		Nomination & Remuneration
the Board of Directors of the Company	Stakeholders Relationship	Committee - Chairman
	Committee - Chairman	Audit Committee - Member
	Corporate Social ResponsibilityCommittee - Chairman
	Nomination & Remuneration
	Committee - Member
	Risk Management Committee - Member

Chairman/Member of the Committee(s) of Chairman of Committees:Board of Directors of other Companies inwhich she/he is a Director	Elantas Beck India Limited - Nomination Member of Committees:1.& Remuneration CommitteeMember of Committees:1.Elantas Beck India Limited -AuditCommittee	Chairman of Committees:1.Forbes & Company Limited -Stakeholders Relationship Committee2.Shapoorji Pallonji Forbes ShippingLimited -Audit Committee, Nomination& Remuneration CommitteeAvana Logistek Limited - Audit3.Committee
Number of Meetings of the Board attended sduring the year (January 2019 to date)		5
Shareholding in the Company	5,914	Nil
Relationship with other Directors, Manager Noneor Key Managerial Personnel, if any		None