Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

Godrej Consumer Products Limited

Meeting Details

The Twenty-Sixth Annual General Meeting was held on Friday, August 7, 2026, at 1:30 P.M. (IST) through Video Conferencing/Other Audio Visual Means (VC/OAVM). The meeting was convened as an AGM.

Proposed Resolutions and Implications

The AGM considered four ordinary resolutions:

1. Resolution (1): Not explicitly described in the provided data tables

2. Resolution (2): Appointment of Mr. Sudhir Sitapati as a Director liable to retire by rotation

3. Resolution (3): Ratification of remuneration payable to M/s. R. Nanabhoy and Co., Cost Accountants appointed as Cost Auditors for fiscal year 2026-27

4. Resolution (4): Re-appointment of Mr. Sudhir Sitapati as the 'Managing Director & Chief Executive Officer' for a period of 5 years with effect from October 18, 2026

The promoter/promoter group was not interested in any of the resolutions.

Voting Process and Methods

The company appointed CDSL (Central Depository Services India Limited) to provide remote e-voting and e-voting facilities. The remote e-voting period was from Monday, August 3, 2026 (9:00 AM IST) to Thursday, August 6, 2026 (5:00 PM IST). E-voting was also conducted during the AGM for shareholders who couldn't vote during the remote period. The cut-off date for determining voting eligibility was Friday, July 31, 2026.

Key Voting Outcomes

Overall Participation

  • Total number of shareholders on record date: 212,867
  • Total shares outstanding: 1,023,304,953
  • Total votes polled: 935,383,241 shares (91.4081% participation)
  • No shareholders attended in person or through proxy
  • 22 Promoters/Promoter Group members attended via video conferencing
  • 40 Public shareholders attended via video conferencing

Resolution-wise Results

Resolution (2) - Appointment of Mr. Sudhir Sitapati as Director

  • Total votes in favor: 934,762,218 (99.9336%)
  • Total votes against: 621,023 (0.0664%)
  • Resolution: PASSED

Promoter & Promoter Group Voting (Resolution 2)

  • Shares held: 542,867,566
  • Votes polled: 542,867,566 (100.0000% participation)
  • Votes in favor: 542,867,566 (100.0000%)
  • Votes against: 0 (0.0000%)

Public-Institutions Voting (Resolution 2)

  • Shares held: 327,405,190
  • Votes polled: 297,242,341 (90.7873% participation)
  • Votes in favor: 296,625,630 (99.7925%)
  • Votes against: 616,711 (0.2075%)

Public-Non Institutions Voting (Resolution 2)

  • Shares held: 153,032,197
  • Votes polled: 95,273,334 (62.2571% participation)
  • Votes in favor: 95,269,022 (99.9955%)
  • Votes against: 4,312 (0.0045%)

Resolution (3) - Ratification of Cost Auditor Remuneration

  • Total votes in favor: 935,376,298 (99.9993%)
  • Total votes against: 6,943 (0.0007%)
  • Resolution: PASSED

Promoter & Promoter Group Voting (Resolution 3)

  • Votes polled: 542,867,566 (100.0000% participation)
  • Votes in favor: 542,867,566 (100.0000%)
  • Votes against: 0 (0.0000%)

Public-Institutions Voting (Resolution 3)

  • Votes polled: 297,242,341 (90.7873% participation)
  • Votes in favor: 297,242,341 (100.0000%)
  • Votes against: 0 (0.0000%)

Public-Non Institutions Voting (Resolution 3)

  • Votes polled: 95,273,334 (62.2571% participation)
  • Votes in favor: 95,266,391 (99.9927%)
  • Votes against: 6,943 (0.0073%)

Resolution (4) - Re-appointment of Mr. Sudhir Sitapati as MD & CEO

  • Total votes in favor: 934,762,218 (99.9336% of votes polled)
  • Total votes against: 621,023 (0.0664% of votes polled)
  • Resolution: PASSED

Promoter & Promoter Group Voting (Resolution 4)

  • Votes polled: 542,867,566 (100.0000% participation)
  • Votes in favor: 542,867,566 (100.0000%)
  • Votes against: 0 (0.0000%)

Public-Institutions Voting (Resolution 4)

  • Votes polled: 296,582,577 (90.5858% participation)
  • Votes in favor: 289,945,624 (97.7622%)
  • Votes against: 6,636,953 (2.2378%)

Public-Non Institutions Voting (Resolution 4)

  • Votes polled: 95,273,329 (62.2570% participation)
  • Votes in favor: 95,268,959 (99.9954%)
  • Votes against: 4,370 (0.0046%)

Scrutinizer's Role and Findings

Ashish Kumar Jain, Proprietor of M/s. A.K. Jain & Co., Company Secretaries, Mumbai, was appointed as Scrutinizer by the Board of Directors on May 6, 2026. The scrutinizer confirmed that:

  • All voting procedures complied with Section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Rules, 2014
  • The voting portal was blocked at the end of the voting period on August 6, 2026, at 5:00 PM
  • All four resolutions were passed with requisite majority
  • Registers/records of votes are maintained and will be handed over to the Company Secretary

Compliance Confirmation

The company confirmed compliance with applicable laws including:

  • Section 108 of the Companies Act, 2013
  • Companies (Management and Administration) Rules, 2014
  • Regulation 44(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
  • Various MCA circulars regarding notice publication and electronic communication

Additional Information

  • Notices were dispatched by email to members by July 15, 2026
  • Advertisements were published in Loksatta (Marathi) and Financial Express (English) on May 21, 2026, and July 16, 2026
  • MUFG Intime India Private Limited serves as the Registrar and Share Transfer Agents (RTA) of the Company