Goodricke Group Ltd

Goodricke Group Limited — Trading Window closed from 1 October 2026 till the expiry of 48 hours after the declaration of the Unaudited Financial Results for the quarter and half year ended 30 September 2026.

Non-core art asset sale

• Sale of non-core art assets by auction, approved by the Board.
• Sale crossed materiality threshold per policy; deemed material for shareholders.
• Total consideration from auction: approx INR 27.75 crore.
• Auction date: 16 September 2026.
• Buyer: multiple successful bidders; not related party.
• Assets are non-core and not part of core business operations.
• Proceeds to be recorded as sale of non-core assets; positive cash impact.
• No related party transactions involved.
• Rationale: divest non-core assets to unlock value and focus on core activities.

Q1 FY27 results & approvals

• Board approves unaudited Q1 FY27 results for quarter ended 30 June 2026.
• Limited Review Report from Statutory Auditors enclosed.
• Grant Thornton Bharat LLP appointed internal auditors for FY2026-27 to FY2028-29.
• Tea finished goods stock valued at lower of cost and NRV; impact not ascertained.
• Tea estate asset sale approved for Rs 1,900 lakhs; profit Rs 580 lakhs (exceptional).
• Earlier asset sale approved July 2025; Rs 2,650 lakhs; profit Rs 1,014 lakhs (exceptional).
• Own crop up 41% year-on-year; excluding crops from sold estates.
• Statement prepared under Ind AS 34; results reviewed by Audit Committee.

Audit notes & governance

• MSKA & Associates notes basis for qualified conclusion due to tea stock valuation method.
• Predecessor auditor had similar qualification in June 2025 quarter.
• Company is engaged in tea cultivation, manufacture and sale; business seasonal.

Meeting Details

• Date of board meeting: 11 August 2026 (Tuesday).

Key Agenda Items

• Consider and approve unaudited financial results for quarter ended 30 June 2026 with Limited Review Report.

Other Notes

• No other material notes disclosed in this filing.

AGM Details

• Date and time: 29 July 2026, 2:30 PM IST; mode: VC/OAVM.
• Record date: 22 July 2026.

Resolutions put to vote

• Adopt Audited financial statements for year ended 31 March 2026.
• Re-appoint Shaibal Dutt as director by rotation.
• Declare final dividend of Rs 2.00 per equity share.
• Appoint MSKA & Associates LLP as Statutory Auditors.
• Ratify remuneration of Cost Auditors for year ending 31 March 2027.

Voting results

• Resolution 1: Passed; 99.9999% in favour.
• Resolution 2: Passed; 99.9887% in favour; 0.0113% against.
• Resolution 3: Passed; 99.9999% in favour.
• Resolution 4: Passed; 99.9998% in favour.
• Resolution 5: Passed; 99.9998% in favour.

Director & Auditor Changes

• Director changes: Shaibal Dutt re-appointed by rotation.
• Auditor changes: MSKA & Associates LLP appointed as Statutory Auditors.
• Cost Auditor remuneration ratified.

Dematerialisation/rematerialisation status

• Securities received for dematerialisation during quarter ended 30 June 2026 were confirmed to the depositories.
• Securities comprised in the certificates have been listed on the stock exchanges.
• Physical certificates received for dematerialisation were mutilated and cancelled after due verification.
• The depository's name was substituted as registered owner within the prescribed timeline.

Dividend proposal & AGM

• Final dividend recommended: Rs 2 per equity share (Rs 10 face), 20% payout for FY2025-26.
• Payable subject to shareholder approval at the 50th AGM on 29 July 2026.

TDS framework on dividend

• TDS on dividends per Income Tax Act 2025; rates depend on residency and PAN/Aadhaar.
• Resident shareholders: 10% TDS on amounts over Rs 10,000, linked to PAN/Aadhaar.
• Non-resident shareholders: DTAA/MLI rules apply; documentation required (TRC, Form 41, PAN, etc.).
• If PAN_invalid/inoperative, TDS at 20% under Section 397(2).

Shareholder actions & deadlines

• Submit Form 121 and annexures by 15 July 2026 to qualify for lower/nil TDS.
• Email scanned documents to specified addresses by 15 July 2026, 7:00 PM IST.
• Soft copy of TDS certificate will be emailed post-dividend payment; credit visible on e-filing portal.
• Demat holders: ensure PAN/Aadhaar; physical folios must be KYC-compliant to receive dividend.

agm details

• Date and time: 29 July 2026 at 2:30 PM IST.
• Mode: two‑way VC/OAVM for the AGM.
• Venue: Registered Office, Camellia House, Kolkata 700019.
• Record date/cut-off: 22 July 2026.
• Remote e-voting: 25 July 2026 9:00 AM to 28 July 2026 5:00 PM IST.

dividend

• Dividend proposed: Rs 3.00 per equity share, subject to shareholder approval.

resolutions

• Ordinary: adopt Audited Financial Statements and Directors’ and Auditors’ Reports.
• Ordinary: re‑appoint Shaibal Dutt as Director by rotation.
• Ordinary: appoint Independent Directors as required under regulations.
• Ordinary: appoint Statutory Auditors for the company.
• Special: ratify remuneration of Cost Auditors.

voting results

• Voting outcomes for all resolutions not disclosed in this filing.

director changes

• Arun Narain Singh ceased as MD & CEO on 5 Sep 2025.
• Shaibal Dutt appointed MD & CEO from 6 Sep 2025.
• Susan Ann Walker resigned as Non‑Executive Director with effect 1 Jan 2026.
• Oliver Capon appointed Non‑Executive Director from 1 Jan 2026.

auditor appointments

• Statutory Auditors to be appointed for period ending at the 55th AGM.
• Remuneration for Statutory Auditors to be mutually agreed.
• Remuneration for Cost Auditors to be ratified and fixed.

related party transactions

• Purchases of goods/services from fellow subsidiaries and related entities totaling approximately 944 million.
• Remuneration to key management personnel: approximately 31.3 million.
• Loans taken from Lebong Investments Private Limited: 65.0 million; repayments 337.5 million.
• Interest paid to Lebong Investments: 14.7 million.

other material approvals

• Corporate governance and CSR reporting details, including CSR policy and committee oversight.