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.

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.