Vadilal Industries has filed its Business Responsibility and Sustainability Report (BRSR) for the financial year ending March 31, 2026, with the National Stock Exchange of India Ltd and BSE Limited. The disclosure, made pursuant to Regulation 34(2)(f) of the SEBI Listing Obligations and Disclosure Requirements Regulations, 2015, forms part of the company's integrated annual report.

The report covers operations on a standalone basis, detailing the company's adherence to the nine principles of the National Guidelines on Responsible Business Conduct (NGRBC). Vadilal Industries reported a turnover of ₹1,109.54 crore and a net worth of ₹503.65 crore for FY26, triggering its applicability under Section 135 of the Companies Act, 2013 for Corporate Social Responsibility (CSR).

Operational and Workforce Metrics

The company's primary business activity involves the manufacturing of ice-cream, dairy products, and processed food, accounting for 100% of turnover. Exports contributed 20% of total turnover, with sales reaching 24 countries. The company operates three plants and five offices across India, serving 24 states and two union territories domestically.

As of March 31, 2026, the total workforce comprised 4,449 individuals, including 633 employees and 3,816 workers. The gender distribution shows male dominance in permanent employee roles, while female representation is higher among permanent workers.

The turnover rate for permanent employees stood at 9.77% in FY26, an increase from 6.04% in FY25. The company reported zero fatalities and zero lost-time injury frequency rates for both employees and workers during the period.

Environmental Impact

Vadilal Industries disclosed significant shifts in energy consumption patterns. Total energy consumption rose to 33,21,98,409 MJ in FY26 from 30,48,04,057 MJ in FY25. This increase was driven by a substantial rise in renewable energy usage, which jumped to 7,71,09,766 MJ from 1,72,49,088 MJ the previous year. Conversely, non-renewable energy consumption decreased to 25,50,88,643 MJ from 28,75,54,969 MJ.

Greenhouse gas emissions (Scope 1 and Scope 2) totaled 51,840 metric tons of CO2 equivalent in FY26, down from 54,796 metric tons in FY25. Scope 1 emissions fell to 39,947 metric tons from 48,440 metric tons, while Scope 2 emissions increased to 11,893 metric tons from 6,356 metric tons. Water withdrawal remained relatively stable at 3,92,283 kilolitres.

Governance and Stakeholder Engagement

The company recorded nine shareholder complaints during FY26, all resolved by year-end, compared to one complaint in FY25. No complaints were received regarding human rights, sexual harassment, or discrimination. The Board of Directors includes one female member (16.66%), and Key Managerial Personnel include one female (33.33%).

R&D expenditure increased to ₹0.79 crore in FY26 from ₹0.65 crore in FY25, focused on product innovation and manufacturing quality. The company maintains certifications including ISO 22000:2005, BRC Issue-6, and Halal for its processed food division.

Vadilal Industries has scheduled its 42nd Annual General Meeting (AGM) for September 10, 2026, to transact ordinary and special business items, including a proposed final dividend and the renewal of a key distribution agreement.

The Board of Directors has recommended a final dividend of ₹43 per equity share (430%) for the financial year ended March 31, 2026. The register of members will remain closed from September 4, 2026, to September 10, 2026, to determine eligibility for the dividend payout if declared at the meeting.

Key Agenda Items

The AGM notice outlines the following primary resolutions for shareholder approval:

• Adoption of Financials: Consideration and adoption of the audited standalone and consolidated financial statements for FY26, along with the reports of the Board of Directors and Auditors.
• Dividend Declaration: Approval of the proposed dividend on equity shares for FY26.
• Director Re-appointment: Re-appointment of Mr. Janmajay V. Gandhi, who retires by rotation but is eligible and offers himself for re-election. He currently serves on the Audit Committee and Stakeholders Relationship Committee.

Related Party Transaction Renewal

A significant special business item involves the renewal of the sale and purchase agreement with Vadilal Enterprises Limited (VEL), a material related party. The existing supply arrangement, which routes domestic sales and distribution of Vadilal’s ice cream and frozen dessert products through VEL, is set to expire on September 30, 2026.

The company seeks omnibus approval for the renewal of this arrangement for one year. The estimated aggregate value of transactions under the renewed agreement is ₹1,373 crore. This figure represents approximately 91% of the listed entity’s annual consolidated turnover for the preceding financial year, exceeding the materiality threshold of ₹152 crore mandated under SEBI Listing Regulations.

Transaction Details

The financial scale of the relationship between Vadilal Industries and VEL is detailed below:

The Audit Committee and the Board have endorsed the renewal, citing strategic benefits such as continuity of established sales channels and assistance in production planning. The transaction will be conducted on an arm’s length basis in the ordinary course of business.

E-Voting and Meeting Logistics

The AGM will be conducted via Video Conferencing (VC) or Other Audio-Visual Means (OAVM) in compliance with Ministry of Corporate Affairs circulars. Remote e-voting will commence on September 7, 2026, at 9:00 am and conclude on September 9, 2026, at 5:00 pm. The cut-off date for determining voting rights is September 3, 2026.

Shareholders holding shares in physical form are advised to dematerialize their holdings, as SEBI regulations now mandate that all transfer requests be processed only in demat form. The company has also notified the closure of its share transfer books during the record period to finalize the list of eligible dividend recipients.