Meeting Details

  • Date: Friday, August 21, 2026
  • Time: 02:30 p.m. (IST)
  • Location: Conducted entirely through Video Conferencing (VC)/Other Audio-Visual Means (OAVM)
  • Type: Annual General Meeting
  • Record Date: Friday, August 14, 2026 for determining shareholders eligible to vote

Proposed Resolutions and Implications

Ordinary Business

1. Adoption of Financial Statements: To receive, consider, and adopt:

  • Audited Standalone Financial Statements for FY 2025-26 with Reports of Board of Directors and Auditors
  • Audited Consolidated Financial Statements for FY 2025-26 with Report of Auditors

2. Director Re-appointment: To appoint Mr. Sridhar Sankararaman (DIN: 06794418), Non-Executive, Non-Independent Director, who retires by rotation and seeks re-appointment.

3. Statutory Auditor Appointment: To appoint M/s. Deloitte Haskins & Sells Chartered Accountants LLP (Firm Registration No: 117364W/W100739) as Statutory Auditors for a term of five consecutive years from conclusion of 59th AGM until conclusion of 64th AGM, at remuneration mutually agreed with Board (proposed ₹75 lakhs for FY 2026-27 excluding taxes and expenses).

Special Business

4. Remuneration Waiver - Radhika Piramal: Special resolution to ratify waiver of recovery of excess remuneration of ₹1,53,76,063 paid to Ms. Radhika Piramal (Former Executive Director) during FY 2025-26 (up to September 23, 2025), which exceeded limits prescribed under Section 197(1) of Companies Act, 2013 read with Schedule V.

5. Remuneration Waiver - Neetu Kashiramka: Special resolution to ratify waiver of recovery of excess remuneration of ₹3,72,34,972 paid to Ms. Neetu Kashiramka (Former Managing Director) during FY 2025-26 (up to September 23, 2025).

6. Remuneration Waiver - Ashish Saha: Special resolution to ratify waiver of recovery of excess remuneration of ₹6,57,138 paid to Mr. Ashish Saha (Former Executive Director) during FY 2025-26 (up to September 23, 2025).

7. Independent Director Appointment: Special resolution to appoint Ms. Vaishali Shrikant Bhat (DIN: 11385751) as Non-Executive, Independent Director for 5 years from May 27, 2026 to May 26, 2031.

8. Independent Director Appointment: Special resolution to appoint Mr. Sanjay Mahesh Rastogi (DIN: 08376572) as Non-Executive, Independent Director for 5 years from May 27, 2026 to May 26, 2031.

Voting Process and Methods

The Company is providing facility for:

  • Remote e-Voting: Through NSDL platform from Tuesday, August 18, 2026 at 9:00 A.M. to Thursday, August 20, 2026 at 5:00 P.M.
  • e-Voting during AGM: For members attending through VC/OAVM who haven't voted remotely
  • Physical Polling: Not available due to virtual meeting format

Members can vote through:

  • NSDL e-Voting system (https://www.evoting.nsdl.com/)
  • CDSL Easi/Easiest facility
  • Depository Participants' platforms
  • NSDL Mobile App "NSDL Speede"

Key Financial Context for Remuneration Waivers

The Company reported significant losses for FY 2025-26:

  • Revenue from Operations: ₹1,849.09 crore (FY 2024-25: ₹2,169.66 crore)
  • Loss before Tax: ₹(405.59) crore (FY 2024-25: ₹(107.23) crore)
  • Loss after Tax: ₹(342.88) crore (FY 2024-25: ₹(81.40) crore)

The losses were primarily due to significant provisioning on account of slow-moving inventories across both finished goods and raw materials. This resulted in remuneration paid to managerial personnel exceeding limits prescribed under Section II (A) of Part II of Schedule V of the Companies Act, 2013.

Scrutinizer Appointment

Ms. Ragini Chokshi (Membership No. 2390), Partner of M/s. Ragini Chokshi & Co., Company Secretaries, has been appointed as Scrutinizer to scrutinize the voting process in a fair and transparent manner.

Compliance with Laws and Regulations

The notice confirms compliance with:

  • SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
  • Companies Act, 2013 and Rules framed thereunder
  • MCA General Circular Nos. 20/2020, 10/2022, and 03/2025 permitting virtual AGMs
  • SEBI Circular No. SEBI/HO/CFD/CFD-PoD-2/P/CIR/2024/133 dated October 3, 2024
  • Secretarial Standard on General Meetings (SS-2) issued by ICSI

Additional Financial Information

  • Unclaimed Dividends Transferred to IEPF: The Company transferred unclaimed dividends and corresponding shares to Investor Education and Protection Fund for:
  • Interim Dividend FY 2017-18: ₹17,18,559 (43,599 shares)
  • Final Dividend FY 2017-18: ₹29,93,468 (38,656 shares)
  • Interim Dividend FY 2018-19: ₹17,05,100.40 (45,863 shares)
  • Remuneration Details:

| Director | Remuneration Paid (Apr 1-Sep 23, 2025) | Entitlement as per Section 198 | Excess Amount |

| Radhika Piramal | ₹2,12,58,802 | ₹58,82,740 | ₹1,53,76,063 |

| Neetu Kashiramka | ₹4,31,17,711 | ₹58,82,740 | ₹3,72,34,972 |

| Ashish Saha | ₹65,39,877 | ₹58,82,740 | ₹6,57,138 |

Virtual Meeting Logistics

  • Members can join meeting 15 minutes before scheduled commencement
  • Facility available for 1000 members on first-come-first-served basis (excludes large shareholders, promoters, institutional investors, directors, KMPs, committee chairpersons, auditors)
  • Members must register as speakers or submit questions by 3:00 p.m. on Monday, August 17, 2026 to investor-help@vipbags.com

Document Availability

The Notice and Annual Report 2025-26 are available on:

  • Company website: https://vipindustries.co.in/storage/agms/July2026/VIP%20AR%20FY26Notice29.07.26.pdf
  • BSE Limited website: www.bseindia.com
  • National Stock Exchange of India Limited website: www.nseindia.com
  • NSDL website: https://www.evoting.nsdl.com