Vadilal Enterprises Limited has scheduled an Extra Ordinary General Meeting (EGM) for Tuesday, October 27, 2026, to seek shareholder approval for a critical supply agreement with its related party, Vadilal Industries Limited (VIL). The proposed transaction is valued at up to ₹1,426 crore and will span a period of 12 months, commencing November 1, 2026.

The decision follows the expiry of the existing VIL Supply Agreement on September 30, 2026. A proposal to renew the previous agreement was rejected by public shareholders at the 41st Annual General Meeting held on September 8, 2026. Consequently, the Board approved this new arrangement during a meeting on September 30, 2026, to ensure continuity of operations while the company explores alternative sourcing options.

Key EGM details

The company disclosed the following schedule and procedural details for the upcoming general meeting:

Transaction specifics

The proposed agreement involves the purchase of ice creams, frozen desserts, and other dairy products manufactured by VIL for distribution in India. This arrangement is classified as a material related party transaction under SEBI regulations because the aggregate value exceeds 10% of the company's annual consolidated turnover. The materiality threshold for Vadilal Enterprises is ₹122 crore, while the proposed deal value represents approximately 117% of the company's annual consolidated turnover for the immediately preceding financial year.

The estimated value of transactions under this new agreement is broken down as follows:

VIL is considered a related party due to common promoter directors and significant shareholding by promoters and their relatives. The Audit Committee and the Board have reviewed and recommended the agreement, stating it is in the interest of the company and will be carried out on an arm's length basis.

Procedural compliance

The board meeting commenced at 2:30 pm and concluded at 3:00 pm. The notice convening the ensuing EGM has been uploaded to the company's website and submitted to stock exchanges. This disclosure was made under Regulation 30 read with Schedule III Part A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Shareholders holding shares as of the record date, October 20, 2026, are entitled to cast their votes electronically. Remote e-voting facilities will be available from Saturday, October 24, 2026, at 9:00 am until Monday, October 26, 2026, at 5:00 pm.

Vadilal Enterprises Limited has reached an agreement with Vadilal Industries Limited (VIL) to enter into a fresh supply agreement on revised terms. The draft agreement, proposed to be valid up to October 31, 2027, ensures business continuity following the expiry of the previous arrangement.

The company disclosed the development in a filing to BSE Limited on September 30, 2026. The move follows the rejection of the renewal of the previous supply arrangement by public shareholders at the company's 41st annual general meeting held on September 8, 2026. The prior agreement was due to expire on September 30, 2026.

Draft Agreement Details

The new Draft 2026 Agreement covers the continued supply of products by VIL to the company. Execution of this agreement is conditional upon obtaining the requisite approval from the shareholders of the company. The company stated that it engaged in detailed discussions with relevant stakeholders and advisors to safeguard operational stability and prevent disruptions.

Key features of the proposed arrangement include:

• Validity Period: Up to October 31, 2027
• Status: Draft form agreed upon; subject to shareholder approval
• Approval Body: Audit Committee and Board approved on September 30, 2026
• Next Step: Circulation of notice convening shareholder approval process

Regulatory Compliance and Timeline

The disclosure was made under Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The company will circulate a notice setting out the terms of the Draft 2026 Agreement to seek shareholder approval in accordance with applicable law.

Operational Continuity Focus

The company emphasized that the prompt engagement with stakeholders was driven by the commercial significance of the supply arrangement. By aligning on a draft agreement immediately after the expiry date, the company aims to maintain uninterrupted operations. The revised terms are intended to address concerns raised during the previous shareholder vote while securing the necessary supply chain stability.