Vadilal Industries Ltd

EGM convocation details

• Approved EGM for Oct 27, 2026 at 11:30 AM IST via VC/OAVM.
• Record date Oct 20, 2026.
• Notice of EGM to be submitted to stock exchanges.
• Board meeting duration 11:30 AM to 12:30 PM.

Supply agreement update

• Revised supply agreement with VEL for 12 months, Nov 1, 2026 to Oct 31, 2027.
• Execution subject to shareholder approvals of both companies under LODR.
• Audit Committee and Board approved the Revised Agreement on Sep 30, 2026.
• Earlier 2016 renewal blocked by lack of VEL public-shareholder approval.
• EGM notice and other details to be communicated; business continuity measures in place.

Vadilal Industries Limited — Closure of Trading Window from Oct 01, 2026 till 48 hours after the declaration of unaudited financial results of the Company for the quarter and half year ending on September 30, 2026.

Rating action details

• Ind-Ra placed Vadilal Industries' bank loan facilities on Rating Watch with Negative Implications.
• Long-term rating: IND A+; Short-term rating: IND A1+, both on Rating Watch with Negative Implications.
• Instrument type: Bank loan facilities.
• Action date: 23 September 2026.
• Rationale not disclosed in filing.

AGM details

• Date: 10-09-2026; Time: 02:30 PM to 03:35 PM; Mode: VC/OAVM.
• Record date: 03-09-2026.
• Last date for postal ballot forms: 10-09-2026.

Key resolutions

• Ordinary: Adopt standalone audited financial statements for year ended 31 March 2026 — Passed.
• Ordinary: Dividend on equity shares for FY 2025-26 — Passed.
• Ordinary: Re-appointment of Mr. Janmajay V. Gandhi as Director, retiring by rotation — Passed.
• Ordinary: Renewal of material related party transaction with Vadilal Enterprises Limited — Passed.

Voting results

• Resolution 1 passed; 99.9988% in favour on votes polled.
• Resolution 2 passed; 99.999% in favour.
• Resolution 3 passed; 100% in favour.
• Resolution 4 passed; 99.9779% in favour; 56 against.
• Total votes polled ~66% of outstanding shares.

Dividend

• Dividend declared on equity shares for FY 2025-26.

Director changes

• Mr. Janmajay V. Gandhi re-appointed as Director, retiring by rotation.

Related party transactions

• Counterparty: Vadilal Enterprises Limited; Nature: Sale and Purchase Agreement.

Distribution renewal status

• Distribution agreement with Vadilal Enterprises Limited expires Sep 30, 2026; renewal cannot proceed from Oct 1, 2026.
• Counterparty cannot renew due to lack of required approvals from their public shareholders.
• AGM approved renewal by the Company; counterparty lacks shareholder approvals.
• Company evaluating steps to ensure continuity and safeguard public shareholders.
• No quantified financial impact disclosed.
• Effective date of non-renewal: Oct 1, 2026.

AGM details

• Date, time, mode: 10 Sept 2026, 2:30 PM IST, via VC/OAVM.
• Chair: Independent Director chaired the meeting; scrutinizers appointed for e-voting.
• Meeting duration: 2:30 PM to 3:35 PM.

Resolutions

• Ordinary: Adopt standalone and consolidated financial statements for the year ended March 31, 2026.
• Ordinary: Declare dividend on equity shares for the year ended March 31, 2026.
• Ordinary: Reappoint director retiring by rotation, eligible for re-appointment.
• Special: Omnibus approval for renewal of sale/purchase agreement with related party Vadilal Enterprises Limited.

Vadilal Industries Limited (VIL)

• Acquirer: IVG Trust; Seller: Virendrabhai Gandhi (promoter group).
• Pre-holding: Gandhi held 2,66,565 shares (3.71%).
• Acquired: 2,66,565 shares (3.72%) by IVG Trust on 19 Aug 2026.
• Post-holding: Gandhi 0; IVG Trust 2,66,565 shares (3.72%).
• Mode: Direct transfer under SEBI exemption order dated 03 July 2026.
• Capital: Before/after equity capital 71,87,830 shares; no change.

Vadilal Enterprises Limited (VEL)

• Acquirer: IVG Trust; Seller: Virendrabhai Gandhi (promoter group).
• Pre-holding: Gandhi held 92,743 shares (10.75%).
• Acquired: 91,777 shares (10.64%) by IVG Trust on 19 Aug 2026.
• Post-holding: Gandhi 966 shares (0.11%); IVG Trust 91,777 shares (10.64%).
• Mode: Direct transfer under SEBI exemption order dated 03 July 2026.
• Capital: Before/after equity capital 8,62,668 shares; no change.

Vadilal Industries Limited (VIL)

• Acquirer: IVG Trust (promoter) acquired 2,66,565 shares, 3.71%, in VIL from Virendrabhai Gandhi.
• Pre-acquisition holdings in VIL: Gandhi 2,66,565 (3.71%); Other Promoters 43,85,759 (61.02%); Public 25,35,506 (35.27%).
• Post-acquisition holdings in VIL: IVG Trust 2,66,565 (3.71%); Gandhi 0; Other Promoters 43,85,759 (61.02%); Public 25,35,506 (35.27%).
• Date/mode: 19 August 2026; Direct acquisition under SEBI exemption order.
• Share capital: before/after 71,87,830 equity shares; diluted capital 71,87,830.

Vadilal Enterprises Limited (VEL)

• Acquirer: IVG Trust (promoter) acquired 91,777 shares, 10.64%, in VEL from Virendrabhai Gandhi.
• Pre-acquisition holdings in VEL: Gandhi 92,743 (10.75%); Other Promoters 3,47,446 (40.28%); Public 4,22,479 (48.97%).
• Post-acquisition holdings in VEL: Gandhi 966 (0.11%); IVG Trust 91,777 (10.64%); Other Promoters 3,47,446 (40.28%); Public 4,22,479 (48.97%).
• Date/mode: 19 August 2026; Direct acquisition under SEBI exemption order.
• Share capital: before/after 8,62,668 equity shares; diluted capital 8,62,668.

Vadilal Industries Limited (VIL)

• Acquirer: IVG Trust; PACs not named.
• Promoter group: Yes.
• Listing: VIL on BSE and NSE.
• Pre-acquisition: Gandhi held 2,66,565 shares (3.71%).
• Pre-acquisition: Other Promoters 43,85,759 (61.02%).
• Pre-acquisition: Public 25,35,506 (35.27%).
• Acquisition: 2,66,565 shares (3.71%) acquired from Gandhi.
• Post-acquisition: IVG Trust holds 2,66,565 shares (3.71%).
• Post-acquisition: Total post-acquisition capital 71,87,830 shares.
• Date: 19 August 2026.
• Mode: Direct acquisition under SEBI exemption order dated 03.07.2026.
• Equity capital before/after: 71,87,830 shares (Rs 10).

Vadilal Enterprises Limited (VEL)

• Acquirer: IVG Trust; PACs not named.
• Listing: VEL on BSE Limited only.
• Pre-acquisition: Gandhi 92,743 shares (10.75%).
• Pre-acquisition: Other Promoters 3,47,446 (40.28%).
• Pre-acquisition: Public 4,22,479 (48.97%).
• Acquisition: 91,777 shares (10.64%) acquired from Gandhi.
• Post-acquisition: Gandhi 966 shares (0.11%).
• Post-acquisition: IVG Trust 91,777 shares (10.64%).
• Post-acquisition: Total post-acquisition capital 8,62,668 shares.
• Date: 19 August 2026.
• Mode: Direct acquisition under SEBI exemption order dated 03.07.2026.
• Equity capital before/after: 8,62,668 shares (Rs 10).