PCBL Limited Combination with Aquapharm Chemicals

SUMMARY OF THE PROPOSED COMBINATION

[UNDER REGULATION 13(1A) OF THE COMPETITION COMMISSION OF INDIA (PROCEDURE IN REGARD TO THE TRANSACTION OF BUSINESS RELATING TO COMBINATIONS) REGULATIONS, 2011 (AS AMENDED)]

I. Names of the Parties to the Proposed Combination

1. The names of the parties to the proposed transaction are:

• a. PCBL Limited (“Acquirer”);

• b. Aquapharm Chemicals Private Limited (“Target”)

The Acquirer and the Target Assets are collectively referred to as the “Parties”.

II. Nature and Purpose of the Proposed Combination

Nature of the Proposed Combination

2. The Acquirer proposes to acquire 100% equity share capital of the Target from the existing shareholders of the Target (i.e., members of the Desai Group and the Mangwani Group) (“Proposed Combination”). Post the Proposed Combination, the Target will be a wholly-owned-subsidiary of the Acquirer.

3. The Proposed Combination is notifiable to the Hon’ble Competition Commission of India under Section 5(a) of the Competition Act, 2002.

Purpose of the Proposed Combination

Acquirer

4. The Acquirer has the strategic vision of building a global specialty chemical platform. The Proposed Combination will enable the Acquirer to enter the global specialty segments of (i) water treatment chemicals, and (ii) oil and gas chemicals.

Target

5. The Proposed Combination will result in the Target becoming a part of the RP- Sanjiv Goenka Group, allowing it to access a larger pool of resources, aiding its expansion and growth strategies. Additionally, the Proposed Combination will provide the existing shareholders of the Target an attractive exit opportunity.

III. Products, services and business(es) of the Parties

Acquirer

6. The Acquirer is a public listed company and is a part of the RP-Sanjiv Goenka Group. The Acquirer is currently engaged in the following businesses: (i) manufacture and sale of carbon black, and (ii) manufacture of green power. The Acquirer is one of the largest manufacturers of carbon black in India and is a strong global player with a significant customer base in over 50+ countries.

Target

7. The Target is a private limited company, with its registered office located in Pune, Maharashtra. The Target is a leading specialty chemicals company, engaged in the manufacture of: (i) water treatment chemicals with key products such as: (a) phosphonates, (b) biodegradable chelating agents, (c) polymers, (d) biocides; and (ii) water treatment chemicals used for scale and corrosion control such as: (i) imidazolines, and (ii) quats, used in oil and gas production.

IV. Respective markets in which the Parties operate

8. The Parties’ activities do not exhibit any horizontal, vertical, or complementary overlaps in any of the plausible relevant markets in India.

9. The Proposed Combination is being notified under the green channel route in terms of Regulation 5A and Schedule III of the Competition Commission of India (Procedure in regard to the transaction of business relating to combinations) Regulations, 2011 (as amended).

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