Vadilal Enterprises Limited concluded its 41st Annual General Meeting on September 8, 2026. The meeting approved financials and director appointments but rejected a key related-party transaction.

The session was held via video conferencing in compliance with Ministry of Corporate Affairs and SEBI regulations. Ms. Shaily Dedhia chaired the proceedings, while Company Secretary Nikita Udhani called the meeting to order. Mr. Manoj Hurkat served as the scrutinizer for the e-voting process.

Resolutions Approved

Members voted on six ordinary resolutions. Five were approved, including the adoption of audited financial statements for FY26 and the declaration of dividends. The board also secured the reappointment of Mr. Janmajay V. Gandhi as director and appointed Ms. Shaily Dedhia as an Independent Director for five years. Additionally, M/s. SPAN & Co. was appointed as Secretarial Auditors for five years.

Related-Party Transaction Rejected

The sole resolution that failed was the renewal of the sale and purchase agreement with Vadilal Industries Limited, classified as a Material Related Party Transaction.

According to the scrutinizer’s report, promoters and promoter group members were interested in this resolution and thus abstained from voting. Among non-promoter shareholders, the resolution received only 0.51% of votes in favor, while 99.49% voted against it. Consequently, the transaction was not approved.

Voting Process Details

Remote e-voting was available from September 5, 2026, at 9:00 am to September 7, 2026, at 5:00 pm. Members present who had not voted remotely cast their votes during the session. The e-voting facility remained open for 15 minutes after the AGM concluded.

The paid-up capital as on the cut-off date of September 1, 2026, was ₹86,26,680, divided into 8,62,668 equity shares of ₹10 each. Out of 1,299 shareholders on record, 42 attended via video conference (8 from the promoter group and 34 public shareholders). The meeting commenced at 11:00 am and concluded at 11:35 am.

Vadilal Enterprises disclosed an internal transfer of equity shares among its promoters on August 19, 2026. Janmajay Virendrabhai Gandhi transferred a total of 10,663 equity shares to Virendrabhai Ramchandra Gandhi. The transaction was executed on August 17, 2026, pursuant to a SEBI Exemption Order dated July 3, 2026 (reference no. WTM/KCV/CFD/04/2026-27).

The transfer comprises two components: 10,613 shares (representing 1.23% of the total share capital) held directly by Janmajay Virendrabhai Gandhi, and 50 shares (representing 0.006%) held jointly by Janmajay Virendrabhai Gandhi and Virendrabhai Ramchandra Gandhi. Both portions were transferred by way of gift.

Shareholding Restructuring

The disclosure highlights a broader consolidation of holdings within the promoter group. Alongside the primary transfer, Ila V Gandhi also transferred her holdings to Virendrabhai Ramchandra Gandhi. Specifically, Ila V Gandhi transferred 8,957 shares (1.04%) held directly and 2,912 shares (0.34%) held jointly with Virendrabhai Ramchandra Gandhi. These transfers were also executed by way of gift under the same SEBI exemption order.

Virendrabhai Ramchandra Gandhi’s direct holding increased from 70,211 shares (8.134%) to 92,743 shares (10.75%). The total equity share capital of the company remains unchanged at 8,62,668 equity shares of ₹10 each, aggregating to ₹86,26,680.

What the Numbers Show

The aggregate promoter and promoter group shareholding remains constant at 40.28% (excluding the specific individuals listed above who are part of the group). The public holding remains at 48.97%. The transactions represent a consolidation of fragmented promoter holdings into a single direct holding for Virendrabhai Ramchandra Gandhi, simplifying the ownership structure without diluting any stakeholder or altering the overall control dynamics of the company.