Key Transaction Details

Parties Involved:

  • Seller: Goodricke Group Limited
  • Buyers: SPEC FINANCE IFSC PRIVATE LIMITED (CIN: U66190GJ2023PTC145068) and ASHVIK STRATEGIC VENTURES LLP (LLPIN: ACZ-0629), collectively referred to as the "Buyer".

Purpose of MoU: The MoU permits the commencement of due diligence by the Buyer for the proposed sale of Barnesbeg Tea Estate on an "as is, where is" basis.

Status: The MoU is explicitly stated to be non-binding. The execution of a definitive agreement is subject to the completion of satisfactory due diligence.

Approval: The Board of Directors of Goodricke Group Limited approved the execution of this MoU via a resolution passed by circulation on 15th October, 2026.

Execution Date: The MoU was executed on 30th October, 2026.

Materiality Assessment & Financials of Barnesbeg Tea Estate

The company has determined this transaction to be material based on its Policy for Determination of Materiality, citing the following financial contributions from the estate for the previous financial year (2025-26):

  • Turnover/Revenue Contribution: ₹ 2.62 Crores, representing 0.25% of the company's total turnover.
  • Operational Output: Average annual own crop of 40,000 Kgs of tea.
  • Net Worth Contribution: Approximately 0.53% of the total net worth of the company as of 31st March 2026.
  • The value of the proposed transaction exceeds 5% of the average of the absolute value of profit or loss after tax based on the last three audited financial statements.
  • The transaction is not in the ordinary course of the company's business.

Transaction Timeline and Consideration

Expected Completion Date: The sale/disposal or execution of a definitive agreement is expected to be completed on or before 31st January, 2027.

Proposed Consideration: ₹ 5,00,00,000/- (Rupees Five Crore Only), exclusive of applicable taxes. This amount is subject to adjustments for the value of current assets and current liabilities as on the date of execution of the definitive agreement, following the completion of due diligence.

Buyer and Related Party Status

The buyers are two independently incorporated entities. Upon successful due diligence, the definitive Agreement for sale may be executed with a Joint Venture entity to be promoted and incorporated by the Buyer specifically for this transaction.

It is confirmed that the Buyer does not belong to the promoter/promoter group or group companies of Goodricke Group Limited.

The proposed transaction does not constitute a Related Party Transaction and is therefore not required to be conducted at "arm's length" under those provisions.

Regulatory and Structural Context

The proposed disposal of the tea estate falls outside the scope of a Scheme of Arrangement.

The disclosure is made in compliance with:

  • Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
  • SEBI Circular No. SEBI/HO/CFD/CFD-PoD1/P/CIR/2023/123 dated 13th July, 2023.