Shareholders meeting

Date: 17th August, 2026 To, To The National Stock Exchange of India Ltd. Department of Corporate Services, Exchange Plaza, BSE Limited, Plot no. C/1, G Block, Phiroze Jeejeebhoy Towers Bandra-Kurla Complex Dalaal Street, Fort, Bandra (E), Mumbai - 400 051. Mumbai - 400 001. Scrip Code No. VADILALIND-EQ Scrip Code: 519156 Dear Sir, Subject: Notice of 42nd Annual General Meeting is scheduled on 10th September, 2026 We would like to inform you that the 42nd Annual General Meeting (AGM) of the Company is scheduled to be held on Thursday, 10th September, 2026 at 2:30 P.M. through Video Conferencing (“VC”) / Other Audio-Visual Means (“OAVM”) in accordance with the applicable circulars issued by the Ministry of Corporate Affairs and the Securities and Exchange Board of India. The copy of the Notice of the 42nd AGM of the Company is enclosed herewith. The schedule for remote e-voting/e-voting during the AGM is as under: Particulars Date & Time Cut-off date for e-voting/ attending & e-voting 03rd September, 2026 during the AGM Commencement of Remote e-voting 07th September, 2026 - Monday (09:00 AM) End of Remote e-voting 09th September, 2026 - Wednesday (05:00 PM) Annual General Meeting date 10th September, 2026 at 2:30 P.M. The said Notice is also available on the Company’s website at https://www.vadilalgroup.com/ . We request you to kindly take the above information on your record. Thanking you, Yours faithfully For VADILAL INDUSTRIES LIMITED Rashmi Bhatt Company Secretary & Compliance Officer Encl: As Above NOTICE NOTICE is hereby given that the 42nd ANNUAL GENERAL MEETING of the members of VADILAL INDUSTRIES LIMITED will be held on Thursday the 10th day of September 2026 at 2:30 P.M. through Video Conferencing (“VC”) / Other Audio-Visual Means (“OAVM”), to transact the following businesses: ORDINARY BUSINESS: 1) To receive, consider and adopt: (a) The Audited Standalone Financial Statements of the Company for the Financial Year ended March 31, 2026, together with the Reports of the Board of Directors and Auditors thereon; and (b) The Audited Consolidated Financial Statements of the Company for the Financial Year ended March 31, 2026, together with the Reports of the Auditors thereon. 2) To declare dividend on Equity shares for the financial year ended on March 31, 2026. 3) To appoint a Director in place of Mr. Janmajay V. Gandhi (DIN: 02891386) who retires by rotation at this Annual General Meeting in terms of Section 152(6) of the Companies Act, 2013 and being eligible, offers himself for re-appointment. SPECIAL BUSINESS: 4) To consider the omnibus approval for the renewal of the sale and purchase agreement with Vadilal Enterprises Limited, a material related party transaction. To consider and if deemed fit, to pass with or without modifications, the following resolution as an Ordinary Resolution: “RESOLVED THAT, pursuant to Section 188 any other relevant provisions of the Companies Act, 2013 read with the applicable rules framed thereunder (Act), Regulations 2(1)(zc), 23(4) and any other relevant provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations) (including in each case any amendments or modifications for the time being in force) and other relevant applicable laws, and the Company’s policy on related party transactions (as amended), the approval of the Special Committee, the Audit Committee and pursuant to the recommendation of the Board, the members of the Company hereby approve the renewal of the supply arrangement with Vadilal Enterprises Limited (VEL) and grant omnibus approval for the supply arrangement between the Company and VEL for a period of 1 (one) year, which is a transaction that is repetitive in nature, to be carried out in the ordinary course of business and on an arm’s length basis, on the terms and conditions determined by the Special Committee under the renewal agreement, as detailed in the explanatory statement, for an aggregate amount not exceeding ` 1,373 crores (Indian Rupees One Thousand Three Hundred Seventy Three Crores only). RESOLVED FURTHER THAT, the Special Committee and/or the Company Secretary be and are hereby severally authorised to take all such actions and execute all such documents, deeds, writings and instruments as may be necessary, desirable or expedient to give effect to the aforesaid resolution, including finalising the terms and conditions of the proposed renewal, making such modifications as may be required, and resolving any questions, difficulties or matters arising in connection therewith or incidental thereto, without requiring any further approval of the members of the Company. RESOLVED FURTHER THAT, the members of the Board and/or the Special Committee be and are hereby authorised to delegate all or any of the powers conferred upon them by this resolution to any director, key managerial personnel or officer of the Company, as they may deem fit. RESOLVED FURTHER THAT, all actions taken by the members of the Board and/or the Special Committee, or any person so authorised by them, in connection with any matter referred to or contemplated in the foregoing resolution, be and are hereby approved and ratified. 42ND ANNUAL REPORT 2025-26 1 RESOLVED FURTHER THAT, a certified true copy of the foregoing resolutions, certified by any director of the Company or the Company Secretary, be provided to such statutory, regulatory or other authorities, and to such other persons, as may be necessary or desirable for giving effect to these resolutions.” By Order of the Board For VADILAL INDUSTRIES LIMITED Rashmi Bhatt Company Secretary (Membership No. F3461) Registered Office : Vadilal House, Shrimali Society, Nr. Navrangpura Rly. Crossing, Navrangpura, Ahmedabad - 380 009. CIN : L91110GJ1982PLC005169 Email : shareslogs@vadilalgroup.com Website : www.vadilalgroup.com Phone : 079 4808 1267 Dated : 12th August, 2026 Place : Ahmedabad NOTES: 1. An Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 (‘the Act’) relating to the Special Businesses to be transacted at the Annual General Meeting (‘AGM’) is annexed hereto. 2. The Ministry of Corporate Affairs vide its General Circular No(s) 14/2020 dated 8 April 2020, 17/2020 dated 13 April 2020, 20/2020 dated 5 May 2020 , 09/2024 dated 19 September 2024 dated 22 September 2025 (‘MCA Circulars’), has allowed the Companies to conduct their Annual General Meetings through VC/OAVM. Pursuant to provisions of the Act and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations, 2015’) read with the MCA Circulars, the 42nd AGM of the Company is being conducted through VC/OAVM without the physical presence of the Members at a common venue. The deemed venue of the 42nd AGM shall be the Corporate Office of the Company. The procedure for participating in the AGM through VC/OAVM is mentioned in Clause No. 24 of the Notice. 3. Generally, a member entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote on a poll instead of himself and the proxy need not be a member of the Company. Since this AGM is being held through VC / OAVM pursuant to the MCA Circulars, physical attendance of members has been dispensed with. Accordingly, the facility for appointment of proxies by the members will not be available for the AGM and hence the Proxy Form and Attendance Slip are not annexed hereto. 4. Corporate members intending to send their authorized representatives to attend the Meeting are requested to send to the Company a certified copy of the Board Resolution authorizing their representative to attend and vote through VC/ OAVM on their behalf at the Meeting. 5. In case of joint holders attending the Meeting, only such joint holder who is higher in the order of names will be entitled to vote. 6. Pursuant to the Finance Act 2020, dividend income is taxable in the hands of sha [Showing first 8,000 characters — download PDF for full document]