Annual Report for the Financial year 2025-26

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: Annual Report for the Financial year 2025-26 Pursuant to Regulation 34(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find enclosed herewith the Annual Report of the Company for the Financial Year 2025-26 including the Notice of 42nd Annual General Meeting of the Company scheduled to be held on Thursday, 10th September, 2026 through Video Conferencing (“VC”) / Other Audio Visual Means (“OAVM”). The said Annual Report is also available on the Company’s website at https://www.vadilalgroup.com/wp-content/uploads/2026/08/VADILAL-INDUSTRIES-2025-26.pdf . 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 CORPORATE INFORMATION BOARD OF DIRECTORS: INTERNAL AUDITORS: Mr. Nagarajan Sivaramakrishnan M/s. PricewaterhouseCoopers Services LLP Chairman & Independent Director (Chairman w.e.f. May 12, 2026) Chartered Accountants Mr. Shivakumar Dega 17th Floor, Shapath-V, Sarkhej-Gandhinagar (S.G.) Highway, Chairman & Independent Director (upto February 17, 2026) Opposite Karnavati Club, Ahmedabad, Gujarat 380051 Ms. Shalini Raghavan SECRETARIAL AUDITORS: Independent Director M/s. SPAN & Co. Company Secretaries LLP Mr. Rajesh R. Gandhi Non-Executive Non-Independent Director Company Secretaries (w.e.f. September 29, 2025) 606, 6th Floor, Shivalik Square, Nr. Adani CNG Pump, 132 Ft. Ring Road, New Vadaj, Ahmedabad-380013 Mr. Devanshu L. Gandhi Non-Executive Non-Independent Director REGISTRAR & SHARE TRANSFER AGENT: (w.e.f. September 29, 2025) MCS Share Transfer Agent Limited, Mr. Janmajay V. Gandhi 201, Shatdal Complex, 2nd Floor, Non-Executive Non-Independent Director (w.e.f. September 29, 2025) Opp. Bata Show Room, Ashram Road, Ahmedabad – 380 009. Mr. Gaurav Marathe Phone : 079-26580461/62/63 Non-Executive Non-Independent Director KEY MANAGERIAL PERSONNEL: REGISTERED OFFICE: Mr. Himanshu Kanwar CIN: L91110GJ1982PLC005169 Chief Executive Officer (w.e.f. September 29, 2025) Vadilal House, Shrimali Society Nr. Navrangpura Railway Crossing, Mr. Anil Kabra Navrangpura, Ahmedabad- 380009 Chief Financial Officer Website: www.vadilalgroup.com Ms. Rashmi Bhatt Email: shareslogs@vadilalgroup.com Company Secretary & Compliance Officer Contact Details: 079-48081267 BOARD COMMITTEES: CORPORATE OFFICE: Audit Committee Mr. Nagarajan Sivaramakrishnan – Chairman Puniska House Ms. Shalini Raghavan – Member 2nd Floor, South Block, Next to One 42, Mr. Janmajay V. Gandhi – Member Opp. Jayantilal Park BRTS Bus Stop, Ambli-Bopal Road, Ahmedabad-380058 Nomination and Remuneration Committee Contact Details: 079-4808 1267 Ms. Shalini Raghavan – Chairperson Mr. Nagarajan Sivaramakrishnan – Member Mr. Rajesh R. Gandhi – Member PLANT LOCATIONS: Stakeholders Relationship Committee Ice-cream Division: Ms. Shalini Raghavan – Chairperson 1. Village Pundhra, Tal. Mansa, Dist. Gandhinagar (Gujarat) Mr. Gaurav Marathe – Member 2. Parsakhera Industrial Area, Bareilly (Uttar Pradesh) Mr. Janmajay V. Gandhi – Member Processed Food Division: Corporate Social Responsibility Committee Ms. Shalini Raghavan – Chairperson 3. Dharampur, Dist. Valsad (Gujarat) Mr. Devanshu L. Gandhi – Member Mr. Gaurav Marathe – Member BANKERS: Risk Management Committee ICICI Bank Limited Mr. Nagarajan Sivaramakrishnan – Chairman IDBI Bank Limited Mr. Gaurav Marathe – Member HDFC Bank Limited Mr. Rajesh R. Gandhi – Member IndusInd Bank Limited PNB Investment Services Ltd (Security Trustee) STATUTORY AUDITORS: M/s. Walker Chandiok & Co LLP STOCK EXCHANGES: Chartered Accountants 1. BSE Limited Block No. D/15th Floor, Cabin No. A8 to A10 Scrip Code: 519156 “West Gate” Near YMCA Club. S.G. Highway, 2. NSE India Limited Sarkhej Road, Ahmedabad–380015 Scrip Symbol :VADILALIND 42ND ANNUAL REPORT 2025-26 1 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. 2 | VADILAL INDUSTRIES LIMITED RESOLVED FURTHER THAT, a certif [Showing first 8,000 characters — download PDF for full document]