VIP Industries Limited has convened its 59th Annual General Meeting (AGM) for August 21, 2026, seeking shareholder approval to waive the recovery of ₹5.92 crore in excess managerial remuneration paid to three former executives during the first half of FY26. The resolution addresses payments made to Ms. Radhika Piramal, Ms. Neetu Kashiramka, and Mr. Ashish Saha prior to their resignation on September 23, 2025, following the company’s change in ownership. This move is critical for closing out the financial liabilities associated with the previous management era amidst a record consolidated net loss of ₹338.01 crore for FY26.

The waiver is required under Section 197(10) of the Companies Act, 2013, as the company incurred losses during FY26 due to significant provisioning for slow-moving inventory. The total excess remuneration comprises ₹1.54 crore for Radhika Piramal, ₹3.72 crore for Neetu Kashiramka, and ₹6.57 lakh for Ashish Saha. These amounts exceeded the limits prescribed under Schedule V of the Act for loss-making years. The Nomination and Remuneration Committee recommended the waiver, noting that the payments were within limits previously approved by shareholders via postal ballot.

Key Resolutions and Board Changes

Beyond the remuneration waivers, the AGM agenda includes several structural governance updates. Shareholders will vote to appoint M/s. Deloitte Haskins & Sells Chartered Accountants LLP as the new Statutory Auditor for a five-year term, replacing Price Waterhouse Chartered Accountants LLP which completes its second consecutive term. The proposed remuneration for Deloitte is ₹75.00 lakhs for FY27, excluding taxes.

The Board also seeks approval for the appointment of two new Non-Executive Independent Directors:

• Ms. Vaishali Shrikant Bhat: A seasoned CFO with over three decades of experience at Procter & Gamble, Johnson & Johnson, and Reckitt. She will serve a five-year term starting May 27, 2026.
• Mr. Sanjay Mahesh Rastogi: Currently Head of New Businesses and Strategy at Trent Limited, bringing expertise in ESG and leadership development. He will also serve a five-year term from May 27, 2026.

Additionally, Mr. Sridhar Sankararaman, a Non-Executive Non-Independent Director, retires by rotation and seeks re-appointment.

Financial Context and Governance

The AGM comes against a backdrop of significant financial restructuring. VIP Industries reported a consolidated revenue decline of 14.70% to ₹1,858.13 crores in FY26. The net worth dropped from ₹616.16 crores to ₹289.50 crores, while the debt-equity ratio increased from 0.67 to 1.42. Management attributes the turnaround progress to inventory correction, reducing net inventory from ₹698 crores to ₹472 crores, and debt reduction from ₹377 crores to ₹309 crores.

Note: Figures rounded for presentation; exact waiver amounts are ₹5.32 crore based on sum of individual excesses.

What the Numbers Show

The request to waive nearly ₹6 crore in excess pay highlights the financial complexity of the transition period. While the new management under Multiples Private Equity has initiated a structural reset, the legacy costs of the previous leadership remain on the balance sheet. The waiver prevents immediate cash recovery actions that could further strain relationships or create legal ambiguities, allowing the new board to focus on operational efficiency. The appointment of Deloitte and experienced FMCG leaders like Vaishali Bhat signals a push for rigorous financial oversight and strategic realignment in the consumer goods sector.

E-Voting and AGM Details

The AGM will be held via Video Conference/Other Audio-Visual Means (VC/OAVM). Remote e-voting commences on August 18, 2026, at 9:00 A.M. and ends on August 20, 2026, at 5:00 P.M. The record date for voting rights is August 14, 2026. Members can access the e-voting facility through NSDL. The results will be declared by August 24, 2026.

vip industries will transfer unclaimed dividends for the financial year 2018-19 and the corresponding equity shares to the Investor Education and Protection Fund (IEPF) on September 3, 2026. This action follows the requirement under Section 124(6) of the Companies Act, 2013, and Rule 6 of the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016. The transfer applies to amounts that have remained unpaid or unclaimed for a period of seven consecutive years.

The company has issued a reminder to shareholders whose dividends and shares are due for transfer to the Demat Account of the IEPF Authority. The final dividend declared for FY18-19, which remains unpaid, will be credited to the IEPF on the specified date. Additionally, the shares on which the dividend remains unpaid for seven consecutive years will be transferred as per the prescribed procedure. However, shares will not be transferred if there is a specific court or tribunal order restraining such a transfer or if they are hypothecated under the Depositories Act, 1996.

Shareholders are requested to claim the unpaid dividend for FY18-19 onwards on or before August 14, 2026. Failure to do so will result in the company transferring the funds and shares to the IEPF without further notice. Once transferred, no claim will lie against the company regarding the dividend amount and the shares. Shareholders may claim the dividend and shares from the IEPF authorities after following the procedure prescribed in the rules.

The details of shares liable to be transferred are available on the company's website. For queries, shareholders can contact the company's Registrar and Transfer Agent, MUGF Intime India Private Limited. The notice regarding this transfer was published in The Free Press Journal and Nav Shakti on June 5, 2026.