Vadilal Enterprises Ltd

Draft 2026 supply agreement

• Draft 2026 Supply Agreement with Vadilal Industries Limited approved by Audit Committee and Board on Sept 30, 2026.
• Validity up to Oct 31, 2027, subject to shareholder approval.
• Renewal earlier failed to obtain public shareholder approval at 41st AGM on Sept 8, 2026.
• Shareholder approval process will be circulated detailing terms of the Draft 2026 Agreement.
• Agreement aims to ensure business continuity and avoid disruption to supply.

EGM scheduled

• EGM to be held Oct 27, 2026 at 2:30 PM IST via VC/OAVM.
• Record date for EGM set at Oct 20, 2026.

Vadilal Enterprises Limited - Trading window closed from October 01, 2026 till 48 hours after the declaration of financial results for the quarter and half year ending on September 30, 2026.

Rating Action

• Agency: India Ratings and Research (Ind-Ra).
• Bank loan facilities: long-term IND A-; short-term IND A2+.
• Action: Downgrade; rating watch with Negative Implications.
• Material change: downgrade and Rating Watch placed.
• Date: 23 September 2026.

Supply agreement renewal status

• Renewal of the supply agreement with Vadilal Industries Limited was not approved by public shareholders.
• AGM held on September 8, 2026; expiry of the current agreement on September 30, 2026.
• Scrutinizer's report dated September 10, 2026 indicates lack of requisite majority.
• Renewal is critical to business continuity; its non-renewal may affect operations and momentum.
• Company is evaluating alternate actions to safeguard operations and minimize disruption.
• Explanatory statements highlighted the agreement's significance to the business model.

AGM details

• AGM held on 08-09-2026 at 11:00 AM IST via VC/OAVM.
• Last date of postal ballot receipt: 08-09-2026.
• Record date for entitlement: 01-09-2026.

Key resolutions put to vote

• Adopt audited financial statements for the year ended 31 March 2026.
• Declare dividend on equity shares for the year ended 31 March 2026.
• Reappointment of director retiring by rotation.
• Appointment of Independent Director for five-year term.
• Appoint Secretarial Auditor for five years.
• Renewal of material related party transaction with Vadilal Industries Limited.

Voting results

• Adopt audited financial statements: Passed; near-unanimous in favour.
• Dividend declaration: Passed; dividend approved.
• Director reappointment: Passed.
• Independent Director appointment: Passed.
• Secretarial Auditor appointment: Passed.
• Related party transaction renewal: Passed.

Dividend details

• Dividend declared on equity shares for FY2026.

Directors & auditors

• Director reappointed by rotation.
• Independent Director appointed for five years.
• Secretarial Auditor appointed for five years.

Material related party transactions

• Renewal of material related party transaction with Vadilal Industries Limited.

Vadilal Industries Limited (VIL)

• Disclosing party: Virendrabhai Ramchandra Gandhi (promoter) to IVG Trust (acquirer).
• Pre-transaction holding: Gandhi held 2,66,565 shares (3.71%).
• Acquired: 2,66,565 shares (3.72%) transferred to Acquirer.
• Post-transaction holding: Acquirer holds 2,66,565 shares (3.71%).
• Mode: Direct transfer under SEBI exemption order dated 03.07.2026.
• Date: 19 August 2026.
• Equity capital before/after: 71,87,830 shares.
• Total diluted capital: 71,87,830 shares.

Vadilal Enterprises Limited (VEL)

• Disclosing party: Virendrabhai Ramchandra Gandhi (promoter) to IVG Trust (acquirer).
• Pre-transaction holding: Gandhi held 92,743 shares (10.75%).
• Acquired: 91,777 shares (10.64%) transferred to Acquirer.
• Post-transaction holding: Acquirer holds 91,777 shares (10.64%).
• Mode: Direct transfer under SEBI exemption order dated 03.07.2026.
• Date: 19 August 2026.
• Equity capital before/after: 8,62,668 shares.
• Total diluted capital: 8,62,668 shares.

Vadilal Industries Limited (VIL)

• Acquirer: IVG Trust, promoter group.
• Pre-transaction holding by acquirer: 0 shares (0%).
• Transaction: Acquisition of 2,66,565 shares (3.71%).
• Mode: Direct acquisition; off-market under SEBI exemption.
• Post-transaction holding: 2,66,565 shares (3.71%).
• Date of transaction: 19 August 2026.
• Equity share capital before/after: 71,87,830 shares.
• Total diluted capital: 71,87,830 shares.

Vadilal Enterprises Limited (VEL)

• Acquirer: IVG Trust, promoter group.
• Pre-transaction holding by acquirer: 0 shares (0%).
• Transaction: Acquisition of 91,777 shares (10.64%).
• Mode: Direct acquisition; off-market under SEBI exemption.
• Post-transaction holding: 91,777 shares (10.64%).
• Date of transaction: 19 August 2026.
• Equity share capital before/after: 8,62,668 shares.
• Total diluted capital: 8,62,668 shares.

Vadilal Industries Limited (VIL)

• Pre-acquisition: Gandhi 2,66,565 shares (3.71%).
• Pre-acquisition: IVG Trust 0 shares.
• Pre-acquisition: Other Promoters 43,85,759 (61.02%).
• Pre-acquisition: Public 25,35,506 (35.27%).
• Pre-acquisition: Total 71,87,830 shares (100%).
• Post-acquisition: Gandhi 0 shares.
• Post-acquisition: IVG Trust 2,66,565 shares (3.71%).
• Post-acquisition: Other Promoters 43,85,759 (61.02%).
• Post-acquisition: Public 25,35,506 (35.27%).
• Post-acquisition: Total 71,87,830 shares (100%).
• Mode: Direct acquisition under SEBI Exemption Order dated 03.07.2026.
• Date: 19 August 2026.
• Exchanges: BSE Limited and NSE.
• Equity capital before: 71,87,830 shares of Rs 10.
• Equity capital after: 71,87,830 shares of Rs 10.
• Acquirer promoter-group: Yes.

Vadilal Enterprises Limited (VEL)

• Pre-acquisition: Gandhi 92,743 shares (10.75%).
• Pre-acquisition: IVG Trust 0 shares.
• Pre-acquisition: Other Promoters/Promoter Group 3,47,446 (40.28%).
• Pre-acquisition: Public 4,22,479 (48.97%).
• Pre-acquisition: Total 8,62,668 (100%).
• Post-acquisition: Gandhi 966 shares (0.11%).
• Post-acquisition: IVG Trust 91,777 shares (10.64%).
• Post-acquisition: Other Promoters/Promoter Group 3,47,446 (40.28%).
• Post-acquisition: Public 4,22,479 (48.97%).
• Post-acquisition: Total 8,62,668 (100%).
• Mode: Direct acquisition under SEBI Exemption Order dated 03.07.2026.
• Date: 19 August 2026.
• Exchanges: BSE Limited and NSE.
• Equity capital before: 8,62,668 shares of Rs 10.
• Equity capital after: 8,62,668 shares of Rs 10.
• Acquirer promoter-group: Yes.

Vadilal Industries Limited (VIL)

• Acquirer belongs to promoter/promoter group.
• Acquirer Virendrabhai Ramchandra Gandhi acquired 1,07,931 shares (1.50%) from Ila V Gandhi.
• Acquired 2,977 shares (0.04%) jointly with Ila Gandhi.
• Ila Gandhi's 1,07,931 shares transferred to the Acquirer by gift.
• Post-acquisition holding of Virendrabhai Gandhi in VIL: 2,66,565 shares (3.71%).
• No change in aggregate promoter/promoter group shareholding of VIL.
• Date of acquisition: 17 August 2026.
• Equity capital before/after: 71,87,830 shares of Rs 10.
• Mode: Direct acquisition.

Vadilal Enterprises Limited (VEL)

• Acquirer belongs to promoter/promoter group.
• Acquirer received 8,957 shares (1.04%) from Ila V Gandhi by gift.
• Acquired 10,613 shares (1.23%) from Janmajay Virendrabhai Gandhi by gift.
• Acquired 2,912 shares (0.34%) jointly with Ila Gandhi by gift.
• Acquired 50 shares (0.006%) jointly with Janmajay Gandhi by gift.
• Post-acquisition Virendrabhai Gandhi holds 92,743 shares (10.75%).
• Aggregate promoter group stake remains 51.03%.
• Equity capital before/after: 8,62,668 shares of Rs 10.
• Mode: Direct acquisition via gifts; SEBI exemption order.
• Date of acquisition: 17 August 2026.