Goodricke Group Limited has entered into a non-binding Memorandum of Understanding (MoU) for the sale of its Chalouni Tea Estate, marking a significant step in the company's asset optimization strategy. The MoU was executed on April 6, 2026, following board approval obtained through circulation on April 3, 2026.

Transaction Overview

The proposed sale involves the disposal of Chalouni Tea Estate on an "as is, where is" basis to Mr. Ashok Kumar Goyal and Mrs. Suman Goyal, residents of West Bengal. The transaction structure allows for the commencement of due diligence procedures while maintaining flexibility through its non-binding nature.

Financial Contribution and Performance

The Chalouni Tea Estate represents a notable component of Goodricke Group's operations, contributing meaningfully to both revenue and production metrics. The estate's financial performance during the previous financial year demonstrates its operational significance within the company's portfolio.

Buyer Details and Transaction Structure

The buyers, Mr. Ashok Kumar Goyal (PAN: ACYPG3122H) and Mrs. Suman Goyal (PAN: ADMPG4329H), are independent parties not affiliated with the promoter group or group companies. They reside at Central Tea House, H-19/1N, Anand Vihar Complex, Sevoke Road, Siliguri, West Bengal. The transaction does not constitute a related party transaction, ensuring arm's length dealing principles.

The sale consideration of Rs. 19,00,00,000 is exclusive of applicable taxes and subject to adjustments for current assets and current liabilities as determined during the due diligence process. The buyers may incorporate a specific entity for executing the definitive agreement upon satisfactory completion of due diligence.

Regulatory Compliance and Approvals

Goodricke Group has ensured comprehensive regulatory compliance for this proposed transaction. The company obtained requisite shareholder approval through a postal ballot process, demonstrating adherence to regulatory requirements for asset disposal transactions.

Key Compliance Milestones:

• Postal ballot notice issued on November 13, 2025
• E-voting results and scrutinizer's report filed on January 5, 2026
• Compliance with Regulation 37A of SEBI (LODR) Regulations, 2015
• Adherence to Section 180(1)(a) of Companies Act, 2013

The disposal falls outside the scope of any scheme of arrangement, requiring specific regulatory approvals which have been duly obtained. The company has fulfilled all disclosure requirements under Regulation 30 of SEBI (LODR) Regulations, 2015, ensuring transparency in the transaction process.

Next Steps and Timeline

The non-binding nature of the MoU provides both parties with flexibility to conduct thorough due diligence before committing to a definitive agreement. The expected completion timeline of May 15, 2026, allows adequate time for comprehensive evaluation of the estate's assets, liabilities, and operational parameters. Upon satisfactory completion of due diligence, the parties will proceed to execute a binding definitive agreement for the sale transaction.

Goodricke Group Limited has officially announced the cancellation of its non-binding Memorandum of Understanding (MoU) for the sale of Barnesbeg Tea Estate. The company informed the BSE on 31st March, 2026, that the agreement with Mr. Akshay Shankar Das has been terminated by mutual understanding.

Transaction Timeline and Details

The original MoU was executed on 20th February, 2026, and was subject to satisfactory completion of due diligence by 31st March, 2026. The agreement outlined the proposed sale of Barnesbeg Tea Estate to Mr. Akshay Shankar Das under specific terms and conditions.

Reasons for Cancellation

According to the company's disclosure, the parties were unable to align on certain matters during the due diligence process. This inability to reach consensus on key issues led to the mutual decision to terminate the non-binding agreement. As a result, no definitive agreement was executed, and the proposed transaction will not proceed further.

Financial Impact Assessment

Goodricke Group Limited has specifically stated that the cancellation of the MoU does not have any material financial impact on the company. This indicates that the company's financial position and operational capabilities remain unaffected by the termination of this potential asset sale.

Regulatory Compliance

The disclosure was made in strict compliance with Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. This regulation mandates listed companies to inform stock exchanges about material events and corporate developments that could impact investor decisions.

Corporate Communication

The announcement was signed by Arnab Chakraborty, Company Secretary (Membership No. FCS-8557), and digitally authenticated on 31st March, 2026. The communication was directed to the Corporate Relationship Department of BSE Limited, where Goodricke Group Limited trades under scrip code 500166.