Shareholders meeting

31st July 2026 BSE Limited National Stock Exchange of India Limited Phiroze Jeejeebhoy Towers, Exchange Plaza, Plot No. C/1, G Block, Dalal Street, Bandra-Kurla Complex, Mumbai 400001 Bandra (East), Mumbai 400051 SCRIP CODE: 500163 SYMBOL: GODFRYPHLP Sub.: Notice of 89th Annual General Meeting to be held on 24th August 2026. Dear Sirs, Pursuant to the provisions of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find enclosed herewith the Notice convening the 89th Annual General Meeting, being sent to shareholders of the Company, scheduled to be held on Monday, 24th August 2026 at 02:30 P.M. (IST) through Video Conferencing/ Other Audio-Visual Means (VC/OAVM). Kindly take the same on records. Thanking you, Yours Faithfully, For Godfrey Phillips India Limited Pumit Kumar Chellaramani Company Secretary and Compliance Officer Encl.: As above GODFREY PHILLIPS INDIA LIMITED Registered Office: Macropolo Building, Ground Floor, Dr. Babasaheb Ambedkar Road, Lalbaug, Mumbai – 400 033 CIN: L16004MH1936PLC008587 Email: isc@godfreyphillips.co.in Website: www.godfreyphillips.co.in Tel.: +91 11 26832155, 61119350 NOTICE NOTICE is hereby given that the Eighty Ninth Annual General Meeting (“89th AGM”) of the members of Godfrey Phillips India Limited (“the Company”) will be held on Monday, 24th August 2026 at 2.30 P.M. (IST), through Video Conferencing/Other Audio-Visual Means (“VC/OAVM”) facility to transact the following business: ORDINARY BUSINESS: 1. To receive, consider and adopt: a. the Audited Standalone Financial Statements of the Company for the financial year ended 31st March 2026, the reports of the Board of Directors and Auditors thereon; and, in this regard, to consider and if thought fit, to pass the following resolution as an Ordinary Resolution: “RESOLVED THAT the Audited Standalone Financial Statements of the Company for the financial year ended 31st March 2026 and the reports of the Board of Directors and Auditors thereon, as circulated to the Members, be and are hereby considered and adopted”. b. the Audited Consolidated Financial Statements of the Company for the financial year ended 31st March 2026 along with the Auditors Report thereon and, in this regard, to consider and if thought fit, to pass the following resolution as an Ordinary Resolution: “RESOLVED THAT the Audited Consolidated Financial Statements of the Company for the financial year ended 31st March 2026 and the report of Auditors thereon, as circulated to the Members, be and are hereby considered and adopted.” 2. To declare Final Dividend and confirm the payment of Interim Dividend on Equity Shares for the financial year ended 31st March 2026 and, in this regard, to consider and if thought fit, to pass the following resolution as an Ordinary Resolution: “RESOLVED THAT the Final Dividend at the rate of Rs. 33/- (Rupees Thirty-Three only) per equity share of Rs. 2/- (Rupees Two) each fully paid-up of the Company, as recommended by the Board of Directors, be and is hereby declared for the Financial Year ended 31st March 2026 and the same be paid out of the profits of the Company. RESOLVED FURTHER THAT the Interim Dividend at the rate of Rs. 17/- (Rupees Seventeen only) per equity share of Rs. 2/- (Rupees Two) each fully paid-up of the Company, as approved by the Board of Directors and already paid, be and is hereby confirmed.” 3. To appoint a Director in place of Ms. Charu Modi (DIN: 00029625), who retires by rotation and being eligible, has offered herself for re-appointment and, in this regard, to consider and if thought fit, to pass the following resolution as an Ordinary Resolution: “RESOLVED THAT Ms. Charu Modi (DIN: 00029625), who retires by rotation at 89th AGM and being eligible, be and is hereby re-appointed as the Director of the Company.” 4. To appoint a Director in place of Mr. Paul Norman Janelle (DIN: 03489805), who retires by rotation and being eligible, has offered himself for re-appointment and, in this regard, to consider and if thought fit, to pass the following resolution as an Ordinary Resolution: “RESOLVED THAT Mr. Paul Norman Janelle (DIN: 03489805), who retires by rotation at 89th AGM and being eligible, be and is hereby re-appointed as the Director of the Company.” Place: New Delhi By order of the Board Date: : 27th July 2026 for Godfrey Phillips India Limited REGISTERED OFFICE: Macropolo Building, Ground Floor, Pumit Kumar Chellaramani Dr. Babasaheb Ambedkar Road, Company Secretary Lalbaug, Mumbai - 400 033 NOTES: 1. The Ministry of Corporate Affairs (“MCA”) has vide its circulars dated 8th April 2020, 13th April 2020, 5th May 2020 along with subsequent circulars issued in this regard and the latest dated 22nd September 2025, (collectively referred to as “MCA Circulars”) permitted the holding of the Annual General Meeting (“AGM”) through Video Conferencing (“VC”) / Other Audio Visual Means (“OAVM”) facility, without the physical presence of the Members at a common venue. In compliance with the applicable provisions of the Companies Act, 2013 (“the Act”) and the MCA Circulars, the 89th AGM of the Company is being held through VC/OAVM facility on Monday, 24th August 2026 at 2.30 P.M. The proceedings of the 89th AGM shall be deemed to be conducted at the Registered Office of the Company. 2. In terms of the MCA Circulars, physical attendance of members has been dispensed with and, therefore, there is no requirement of appointment of proxies. Accordingly, the facility of appointment of proxies by members under Section 105 of the Act will not be available for the 89th AGM. However, in pursuance of Sections 112 and 113 of the Act, representatives of the members may be appointed through Board Resolution/ Power of Attorney/ Authority Letter, etc., for participation in the 89th AGM through VC/ OAVM facility, e-Voting during the 89th AGM and voting through remote e-Voting. Since, the AGM is being held through VC/ OAVM facility, the Route Map to the venue is not annexed in this Notice. 3. Institutional/Corporate Members are requested to send a duly certified copy of its Board or governing body resolution/authorization etc. pursuant to Section 113 of the Act, authorizing their representative to attend the 89th AGM through VC/OAVM on their behalf or to vote during the 89th AGM or to vote through remote e-voting. The said resolution/authorization shall be sent to the Scrutinizer by email through its registered email address to scrutinizergpi@gmail.com with a copy marked to Company at isc@godfreyphillips.co.in. 4. In terms of provisions of Section 152 of the Act, Ms. Charu Modi and Mr. Paul Norman Janelle, Directors of the Company, are retiring by rotation at the 89th AGM. The relevant details, pursuant to Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations’) and Secretarial Standard- 2 on General Meetings issued by the Institute of Company Secretaries of India (‘ICSI’) in respect of the said Directors seeking appointment/re-appointment at 89th AGM are annexed to this Notice Ms. Charu Modi and Dr. Bina Modi, Directors, are interested in the resolution set out at item no. 3 of the 89th AGM Notice. Mr. Paul Norman Janelle and Mr. Marco Mariotti, Directors are interested in the resolution set out at item no. 4 of the 89th AGM Notice. The relatives of Ms. Charu Modi and Mr. Paul Norman Janelle may be deemed to be interested in the resolutions set out at item nos. 3 and 4 of the 89th AGM Notice respectively, to the extent of their shareholding, if any, in the Company. Save and except the above, none of the Directors/Key Managerial Personnel of the Company/their relatives are, in any way, concerned or interested, financially or otherwise, in the Ordinary Business set out under item nos. 1 to 4 of the 89th AGM Notice. 5. MUFG Intime India Private Limited (“MUFG Intime”) will be providing the facility for voting through remote e-voting, for participation in [Showing first 8,000 characters — download PDF for full document]