VIP Industries , Asia's largest luggage manufacturer, is set for a significant ownership change as the Piramal family agrees to sell up to 32% of their stake to a consortium led by Multiples Private Equity. This move marks a pivotal moment for the company, potentially reshaping its future direction and management.

Key Transaction Details

The share purchase agreement, signed on July 13, 2025, outlines the following details:

• Sellers: DGP Securities Limited, Piramal Vibhuti Investments Limited, Kiddy Plast Limited, Kemp and Company Limited, and Alcon Finance & Investments Limited.
• Buyers: A consortium led by Multiples Private Equity Fund IV and Multiples Private Equity Gift Fund IV, along with Samvibhag Securities Private Limited, Mithun Padam Sacheti, and Siddhartha Sacheti.
• Stake: Up to 4,54,46,305 equity shares, representing approximately 32% of VIP Industries' total paid-up share capital.
• Offer Price: INR 388.00 per share, valuing the deal at up to INR 1,763.32 crore.

Open Offer and Management Control

Following the acquisition, the Multiples-led consortium will be required to make an open offer to public shareholders for an additional 26% stake, as per SEBI regulations. This offer will be made at INR 388.00 per share, potentially increasing the consortium's stake to 58% if fully subscribed.

Upon completion of the transaction, the consortium will acquire management control of VIP Industries. The deal is subject to regulatory approvals, including clearance from the Competition Commission of India.

Changes in Governance

The shareholders' agreement outlines several key changes in VIP Industries' governance structure:

1. The Multiples-led consortium will have the right to nominate the majority of directors to the company's board.
2. Dilip Piramal, the current promoter, will retain the right to recommend one independent director or nominate a family member as a non-independent, non-executive director.
3. The Piramal family and other selling entities will have voting obligations aligned with the new majority shareholders on most matters, with some exceptions.

Impact on Shareholding

Assuming full sale of the proposed stake and no acceptance in the open offer, the post-transaction shareholding would be:

Future Outlook

This transaction represents a significant shift for VIP Industries, a company with a rich legacy in the luggage manufacturing sector. The entry of the Multiples-led consortium as a major shareholder is expected to bring fresh perspectives and potentially new strategies to drive growth and innovation in the company.

Dilip Piramal, Chairman of VIP Industries, commented on the deal: "We are pleased to welcome Multiples consortium as strategic partners in the Company. This marks an important step toward reviving the company's strong legacy and helping it regain its foothold in the Indian luggage market, where it has struggled in recent years."

Renuka Ramnath, Founder, MD and CEO of Multiples Alternate Asset Management, expressed enthusiasm about the acquisition: "Multiples is excited to lead the ownership transition of the very strong legacy business of VIP and further build on its rich heritage and unlock its next phase of growth."

As the luggage industry continues to evolve, particularly in the wake of changing travel patterns and consumer preferences, this new partnership could potentially position VIP Industries to better navigate future challenges and opportunities in the market.

VIP Industries , a renowned luggage manufacturer, is set for a significant ownership change as its promoter group entities plan to sell a substantial 32% stake to private equity investors. This move is poised to reshape the company's management structure and potentially impact its future direction.

Key Highlights of the Deal

• Stake Sale: Promoter group entities of VIP Industries have agreed to sell 4,54,46,305 equity shares, representing approximately 32% of the company's total paid-up share capital.
• Buyers: The purchasers include Multiples Private Equity Fund IV, Multiples Private Equity Gift Fund IV, Samvibhag Securities Private Limited, Mithun Padam Sacheti, and Siddhartha Sacheti.
• Open Offer Trigger: The sale will necessitate an open offer for an additional 26% stake in the company.
• Change in Control: Upon fulfilling the conditions precedent in the Share Purchase Agreement (SPA), certain purchasers will acquire management control of VIP Industries.

Transaction Details

The deal involves two key agreements:

1. Share Purchase Agreement (SPA): Signed on July 13, 2025, between the selling promoter group entities and the purchasers.
2. Shareholders' Agreement (SHA): Also signed on July 13, 2025, involving the promoter group entities, Mr. Dilip Piramal (promoter), and the purchasers.

Impact on Shareholding

Management and Governance Changes

The Shareholders' Agreement outlines several important provisions:

• The purchasers will have the right to nominate the majority of directors to VIP Industries' board.
• Mr. Dilip Piramal retains the right to recommend one independent director or nominate a family member as a non-independent, non-executive director.
• The promoter group entities and Mr. Piramal will have voting obligations aligned with the purchasers on most matters, with some exceptions.

Financial Advisor

Arpwood Capital Private Limited acted as the exclusive financial advisor to the sellers for this transaction.

Market Implications

This deal marks a significant shift in VIP Industries' ownership structure and could potentially influence the company's strategic direction. The entry of private equity investors might bring fresh perspectives and potentially new growth strategies to the luggage manufacturer.

Investors and market watchers will be keenly observing how this change in ownership and management control might affect VIP Industries' market position and future performance in the competitive luggage and travel accessories sector.

As the deal progresses, shareholders will have the opportunity to participate in the open offer, which could further alter the company's shareholding pattern. The completion of this transaction remains subject to regulatory approvals, including clearance from the Competition Commission of India.