Godfrey Phillips India Limited has entered into a Distribution Agreement with Aspeya India Private Limited for the distribution and re-sale of Nicotine Replacement Therapy (NRT) products. The Board of Directors approved the agreement at its meeting held on 15th May 2026, which commenced at 2:45 PM and concluded at 4:00 PM. The disclosure was made pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Agreement Structure and Scope

Under the terms of the agreement, Godfrey Phillips India will purchase NRT products marketed by Aspeya India and subsequently distribute or re-sell them through approved channels of trade within the agreed domestic territory. The company will utilise its existing distribution set-up to facilitate this arrangement. The agreement is domestic in nature and does not involve any share exchange ratio or upfront consideration.

The key terms of the distribution agreement are summarised below:

Related Party Disclosure

Aspeya India Private Limited is a member entity of the group to which Philip Morris Global Brands Inc., USA — the foreign promoter shareholder of Godfrey Phillips India — belongs. Accordingly, the transactions under the agreement qualify as related party transactions. The company has disclosed that all transactions shall be undertaken in the ordinary course of business and at arm's length, with the nature of concern or interest being financial.

Aspeya India — Financial Profile

Aspeya India is engaged in the business of marketing pharmaceutical and nutraceutical products in India. Based on its last available audited financials for the year ended 31st March 2025, the financial highlights are as follows:

Strategic Rationale

The agreement is expected to enable Godfrey Phillips India to leverage its established distribution infrastructure to distribute and re-sell Aspeya's NRT products. The company has indicated that this arrangement is anticipated to contribute positively to both its top-line and bottom-line performance. The agreement is subject to customary terms and conditions, including warranties and indemnities as set out in the agreement.

Godfrey Phillips India Limited has informed the stock exchanges of the resignation of Ms. Jaishree Tolani, who served as General Counsel and Senior Management Personnel of the company. The resignation was tendered on 14 May 2026 and accepted with immediate effect. The disclosure was made pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Senior Management Change

Ms. Tolani formally communicated her decision to step down from the role of General Counsel through a resignation letter addressed to the CEO of Godfrey Phillips India Limited. In her letter, she cited family reasons as the basis for her departure and requested to be relieved of her responsibilities effective the same day. The company duly accepted the resignation with immediate effect.

The following table outlines the key details of the senior management change as disclosed under Regulation 30 of the SEBI Listing Regulations:

Regulatory Disclosure

The intimation was filed by Pumit Kumar Chellaramani, Company Secretary and Compliance Officer of Godfrey Phillips India Limited, in accordance with the SEBI Master Circular dated 30 January 2026. The disclosure included the requisite details under Annexure-A along with a copy of Ms. Tolani's resignation letter as Annexure-B, as mandated under the applicable regulatory framework.