As part of the restructuring, Vadilal Industries will transition to independent professional management to ensure greater transparency and efficiency. The company will also secure full ownership of the Vadilal brand, which is currently used under a non-exclusive license. To streamline operations, promoter-owned firms, including Vadilal Finance Company Pvt. Ltd., Veronica Constructions Pvt. Ltd., and Vadilal International Pvt. Ltd., will be merged into Vadilal Industries.
The board has also undergone a significant reshuffle. Key resignations include Kalpit R. Gandhi as chief financial officer and as a non-executive non-independent director of the company. Similarly, Rajesh R. Gandhi and Devanshu L. Gandhi have stepped down as managing directors. Deval D. Gandhi has also resigned as a non-executive non-independent director, along with other board-level changes aimed at aligning with the company's new direction.
The amendments to the Articles of Association have been approved, and policies related to dividend distribution and independent director appointments have been revised.
As per the agreement, each of the three family branches of the Gandhi family will have the right to appoint one director to the board, and the majority of the board will be constituted by directors not being members of the family and/or their nominees. The board will have four non-executive directors aside of the nominees, including at least three independent directors.
The restructuring plan remains subject to shareholder approval and regulatory clearances from SEBI, NCLT, and stock exchanges. A postal ballot notice will soon be issued to seek shareholder consent on key appointments, executive compensation, and governance changes.
Vadilal Industries is engaged in the business of manufacturing ice-cream, flavored milk, frozen dessert, processed foods, other dairy products. As on December 2024, promoters held 65.67% stake in the company.
On a consolidated basis, net profit of Vadilal Industries rose 29.11% to Rs 11.93 crore while net sales rose 16.98% to Rs 203.85 crore in Q3 December 2024 over Q3 December 2023.