Event Details

The 42nd Annual General Meeting (AGM) of Vadilal Industries Limited is scheduled to be held on Thursday, 10th September 2026 at 2:30 P.M. through Video Conferencing (VC) / Other Audio-Visual Means (OAVM), in accordance with circulars from the Ministry of Corporate Affairs and SEBI.

Agenda Items

Ordinary Business

1. To receive, consider, and adopt:

  • The Audited Standalone Financial Statements for the financial year ended March 31, 2026, with Reports of the Board of Directors and Auditors.
  • The Audited Consolidated Financial Statements for the financial year ended March 31, 2026, with the Reports of the Auditors.

2. To declare a dividend on Equity shares for the financial year ended March 31, 2026. The Board has recommended a dividend of ₹43 per share (@430%).

3. To appoint a director in place of Mr. Janmajay V. Gandhi (DIN: 02891386), who retires by rotation and is eligible for re-appointment.

Special Business

4. To consider and approve an omnibus approval for the renewal of the sale and purchase agreement with Vadilal Enterprises Limited (VEL), a material related party transaction, as an Ordinary Resolution.

  • The proposed aggregate value of the transaction is ₹1,373 crores (Indian Rupees One Thousand Three Hundred Seventy Three Crores only) for a period of 1 (one) year.
  • The transaction is repetitive, in the ordinary course of business, and proposed to be on an arm's length basis.

Voting Information

Schedule

| Particulars | Date & Time |

| Cut-off date for e-voting/attending & e-voting | 03rd September, 2026 |

| Commencement of Remote e-voting | 07th September, 2026 (Monday) at 09:00 AM |

| End of Remote e-voting | 09th September, 2026 (Wednesday) at 05:00 PM |

| Annual General Meeting | 10th September, 2026 at 2:30 P.M. |

Process

The facility for remote e-voting is provided by Central Depository Services (India) Limited (CDSL). Detailed instructions for shareholders holding shares in demat and physical form are provided for accessing the e-voting system (www.evotingindia.com) and for joining the virtual meeting.

Dividend Information

  • The Register of Members and Share Transfer Books will be closed from 04th September, 2026 to 10th September, 2026 (both days inclusive) for determining eligibility for the dividend.
  • The dividend, if declared, will be paid after deduction of tax at source (TDS) as per the Finance Act, 2020.
  • Shareholders must ensure their PAN details are updated with their Depository Participant (demat) or the Company/Registrar (physical) to avoid TDS at a higher rate of 20%.
  • Unpaid dividends for financial years ended March 31, 2019, 2022, 2023, 2024, and 2025 are due for transfer to the Investor Education and Protection Fund (IEPF) on 30th October 2026, 5th November 2029, 29th October 2030, 3rd November 2031, and 3rd November 2032, respectively. No dividend was declared for FY 2019-20 and 2020-21.

Material Related Party Transaction (Item 4) - Detailed Rationale

The Explanatory Statement provides justification for the special business:

  • Background: The existing 10-year Supply Agreement with VEL for the domestic distribution of the Company's products is expiring on September 30, 2026.
  • Relationship: VEL is a related party as certain promoter directors of the Company are also on VEL's board and, with their relatives, hold more than 2% of its paid-up capital.
  • Materiality: The proposed transaction value (₹1,373 Cr) exceeds the 10% of annual consolidated turnover materiality threshold (₹152 Cr for the company).
  • Rationale: The Board and Audit Committee view the renewal as beneficial for business continuity, maintaining an established sales channel, and aiding in production and supply planning. The transaction is stated to be on an arm's length basis.
  • Approvals: The Audit Committee and Board have already granted their omnibus approval. Shareholder approval is now sought, valid until the next AGM.
  • Financials of VEL (FY26): Turnover: ₹1,217 crore, Net Worth: ₹33.09 crore, Profit After Tax: ₹10.45 crore.
  • Previous Transactions: In FY26, transactions with VEL included Sale of Goods (₹878.20 Cr), Rent Income (₹1.12 Cr), and Guarantee Commission Income (₹0.97 Cr). In Q1 FY27, Sale of Goods amounted to ₹512.99 Cr.

Director Re-appointment Details (Item 3)

Mr. Janmajay V. Gandhi (Age 47, DIN: 02891386) is proposed for re-appointment.

  • Qualifications: MBA in Finance & Strategy from the University of Technology, Sydney.
  • Experience: Extensive experience in finance, strategy, accounting, legal, and administration. Previously worked at Vadilal Chemicals Limited (2008-2013). Member of Young Presidents' Organization (YPO) since 2012.
  • Committee Membership: Member of the Audit Committee and Stakeholders Relationship Committee of Vadilal Industries Limited.
  • Shareholding: Holds 14,893 shares in the company individually.
  • Other Directorships: Vadilal Enterprises Limited, Vadilal International Private Limited, Axilrod Private Limited, Ayusiddh Health Care Private Limited, Vadilal Gases Limited, Rystic Trading Private Limited.

Additional Notes from the Notice

  • The Notice and Integrated Annual Report for FY2025-26 are being sent electronically. Physical copies are available upon request.
  • SEBI has mandated that all service requests for physical shares (like transfer, transmission) will be processed only in dematerialized form. Shareholders are advised to dematerialize physical shares.
  • Shareholders can submit queries to the Company Secretary at least 10 days before the AGM.
  • Mr. Manoj R. Hurkat of Manoj Hurkat & Associates, Practicing Company Secretary, has been appointed as the Scrutinizer for the e-voting process.