Meeting Details

  • Date: Tuesday, October 27, 2026
  • Time: 11:30 A.M.
  • Mode: Video Conferencing (VC) / Other Audio-Visual Means (OAVM)
  • Cut-off Date: Tuesday, October 20, 2026 for determining voting eligibility
  • Venue: Deemed to be at Registered Office - Vadilal House, Shrimali Society, Nr. Navrangpura Rly. Crossing, Navrangpura, Ahmedabad - 380 009

Proposed Resolution and Implications

The EGM will consider one special business item:

Ordinary Resolution: Approval for execution of a 12-month supply agreement with Vadilal Enterprises Limited (VEL) from November 1, 2026 to October 31, 2027 for an aggregate amount not exceeding INR 1,426 Crores (Indian Rupees One Thousand Four Hundred Twenty Six Crores only).

Background: The company's existing 10-year supply agreement with VEL expires on September 30, 2026. While shareholders had approved a 1-year renewal on September 10, 2026, VEL's public shareholders rejected it. This new agreement ensures business continuity while the company explores alternate distribution arrangements.

Materiality: The transaction value exceeds SEBI's materiality threshold of 10% of annual consolidated turnover (Rs. 152 crores), constituting approximately 95% of the company's previous annual turnover.

Voting Process and Methods

The company provides multiple voting methods:

  • Remote e-voting period: Saturday, October 24, 2026 (9:00 A.M.) to Monday, October 26, 2026 (5:00 P.M.)
  • E-voting during meeting: Available for shareholders attending virtually
  • Service provider: Central Depository Services (India) Limited (CDSL)
  • Individual demat shareholders: Can vote through CDSL/NSDL systems using demat account credentials
  • Physical shareholders and non-individual demat shareholders: Access through www.evotingindia.com using folio number

Shareholder Participation Restrictions

  • Shareholders who vote remotely cannot vote again during the meeting
  • Related parties (promoter directors and their relatives) cannot vote on the resolution
  • Proxy voting is not available for this VC-based EGM
  • Corporate members must send certified copies of board resolutions authorizing representatives

Scrutinizer Appointment

The Board has appointed Mr. Manoj R. Hurkat of M/s. Manoj Hurkat & Associates, Practicing Company Secretary, Ahmedabad as Scrutinizer to scrutinize the remote e-voting process. He will submit his report within three days of the meeting conclusion.

Compliance Framework

The meeting complies with:

  • Ministry of Corporate Affairs Circulars: No. 14/2020, 17/2020, 20/2020, 09/2024
  • SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
  • Companies Act, 2013 provisions
  • Secretarial Standard-2 on General Meetings

Key Financial Information from Explanatory Statement

Previous transactions with VEL:

  • FY26: Sale of Goods (INR 878.20 crore), Rent Income (INR 1.12 crore), Guarantee Commission Income (INR 0.97 crore)
  • Q1FY27: Sale of Goods (INR 512.99 crore), Rent Income (INR 0.24 crore), Guarantee Commission Income (INR 0.26 crore)

VEL Financial Performance (FY26):

  • Turnover: INR 1,217 crore
  • Net worth: INR 33.09 crore
  • Profit after Tax: INR 10.45 crore

Proposed transaction breakdown:

  • FY 2026-27 (Nov 2026-Mar 2027): INR 382 crore
  • FY 2027-28 (Apr-Oct 2027): INR 1,044 crore

Related Party Relationship

VEL qualifies as a related party because certain promoter directors of Vadilal Industries are also directors of VEL and hold, together with their relatives, more than 2% of its paid-up share capital. Specifically:

  • Mr. Rajesh R. Gandhi: 2,27,721 Shares
  • Mr. Devanshu L. Gandhi: 3,45,691 Shares
  • Mr. Janmajay Gandhi: 14,893 Shares

Additional Information

The notice has been uploaded on the company's website (www.vadilalgroup.com) and stock exchange websites (BSE and NSE). The company's CIN is L91110GJ1982PLC005169.