Hi @hakim_yamin
Could you elaborate on the hoardings part? Photos, location, etc??
The stock performance has been frustrating. Looking for reason to not sell at such valuations!!
Like I show on many highway hotel vadilal deepfreeze, new board, i think on highway hotel if we are with kids and they want ice cream then nobody going for any specific brand we just going to available and purchase, and many new stores I see new vadilal deepfreeze, hocco and havemore ahead of vadilal but valuation wise I don’t see much downside
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Anyone has any idea about yesterday’s 20th Nov court hearing? Any decision taken?
Vadilal promoter group entered into and agreement to resolve any pending litigations.
Attached is the stock exchange filing from vadilal.
How do you see it’s impact on the share price or share price to earning multiple?
0572c304-ff59-4b08-a39d-0c3378c65195.pdf (7.0 MB)
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Family Arrangement and Dispute Resolution
The Gandhi family members have entered into a memorandum of family arrangement to settle inter-se disputes and restructure the management of Vadilal Industries Limited. This agreement aims to:
- Maintain equality of interests and participation among all promoters
- Maximize shareholder value
- Establish a more robust framework of corporate governance
- Professionalize the management of the company
Brand Ownership and Merger
To secure the continued use of the “Vadilal” brand, which is crucial for the company’s market presence, the following steps will be taken:
- The ownership of the brand will be transferred to Vadilal Industries Limited
- Three promoter-owned companies will be merged into Vadilal Industries Limited:
- Vadilal Finance Company Private Limited (VFCPL)
- Veronica Constructions Private Limited (VCPL)
- Vadilal International Private Limited (VIPL)
Board Restructuring and Management Changes
The board of directors has approved several changes, subject to shareholder approval and the resolution of ongoing legal matters:
- Amendment of the articles of association to incorporate terms of the family arrangement
- Resignations of key personnel:
- Mr. Kalpit R. Gandhi (CFO and non-executive director)
- Mr. Rajesh R. Gandhi (Managing Director)
- Mr. Devanshu L. Gandhi (Managing Director)
- Mrs. Deval D. Gandhi (non-executive director)
- New appointments:
- Mr. Janmajay V. Gandhi (executive director)
- Mr. Gaurav Marathe (non-executive director)
- Ms. Shalini Raghavan (independent director)
- Mr. Shivakumar Dega (independent director)
- Mr. Nagarajan Sivaramakrishnan (independent director)
- Mr. Rajesh Pandya (additional director, non-executive)
Corporate Governance Enhancements
- Adoption of new policies:
- Amended dividend distribution policy
- Policy for appointment of independent directors
- Policy for appointment of professional management personnel
- Board composition:
- Each of the three Gandhi family branches will have the right to appoint one director
- The board will have at least seven directors, with a majority not being Gandhi family members
- Four non-executive directors, including at least three independent directors
- Committee representation:
- One nominee director from each family branch on a rotational basis in each board committee
- Equal representation of each family branch on the boards of all subsidiaries
Legal and Regulatory Aspects
The restructuring is subject to:
- Shareholder and creditor approvals
- Regulatory approvals from stock exchanges, SEBI, and the National Company Law Tribunal (NCLT)
- Resolution of ongoing legal matters, including the withdrawal of various appeals before the National Company Law Appellate Tribunal (NCLAT)
These changes represent a significant shift in the management and ownership structure of Vadilal Industries Limited, aiming to professionalize the company’s operations while maintaining the founding family’s involvement in a more structured manner1.
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May be the dust is settling now here
- The Gandhi family members have entered into a memorandum of family arrangement to settle their inter-se disputes and restructure the management of Vadilal Industries Limited. This agreement aims to maintain equality of interests among all promoters while maximizing shareholder value
- The family seeks to separate ownership from management to achieve greater heights and ensure robust corporate governance
- Each of the three family branches will appoint one director to the board, ensuring that the majority of the board consists of non-family members, including at least three independent directors
- Mr. Rajesh R. Gandhi, Mr. Devanshu L. Gandhi, and Mrs. Deval D. Gandhi will resign from their current positions. New appointments include Mr. Janmajay V. Gandhi as an executive director, and several independent directors such as Ms. Shalini Raghavan, Mr. Shivakumar Dega, and Mr. Nagarajan Sivaramakrishnan
- The company plans to merge Vadilal Finance Company Private Limited, Veronica Constructions Private Limited, and Vadilal International Private Limited into Vadilal Industries Limited. This merger is subject to shareholder and regulatory approvals
- The merger aims to bring the ownership of the “Vadilal” brand under the company, which is currently used under a non-exclusive license from a promoter group entity
- The company will adopt policies for the appointment of independent directors and professional management personnel to enhance corporate governance.
And on the business front June is generally the biggest quarter because of the domestic business + there are expectations of a stronger heatwaves in India this summer!
Good business triggers + corporate governance overhang is settling off! Can be a good name to track on
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will this transform current ice cream focussed company into a conglomerate having finance and construction businesses also?
Post-merger, promoter shareholding will rise from 64.73% to 72.34%, potentially reducing stock liquidity.
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Not as such from my POV but will simplify the corporate structure as this are small segments and not the key focus areas.
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Rating of Vadilal got upgraded and mgmt remains confident of 25 to 30% growth alongside launch of new mascot vaddy.
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This implies approximately 800 cr value assigned to Vadilal brand assuming 0 business from other merged entities and deal happening at 4000 rs per share. Promoters got more or less what they wanted from the listed company but in the form of increased SH instead of cash.
Anyway, at current market price of 6300 and 91.9 L shares post dilution, the share trades at 5.8K crore market cap assigning 37X TTM multiple approximately. Stock is definitely not cheap at current prices. Even when it was notified to the exchange, the stock opened at 5400 on 1 April implying market cap of 5K crore and 32XTTM. Can be a good trade but I am not sure how much money retail investors can make from here.
Disc. - I have a small trading position here
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https://twitter.com/MaiHoonSaurabh/status/1913166152152600852
some good pointers n gist on Vadilal Ind
What’s the core reason behind the Vadilal sharp decline recently, or is it just profit booking?
Need premium membership to read this
may you summarize it.
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Geminised article:
"This article discusses projections for royalty income and payments for Vadilal International and Vadilal Enterprises, based on reports from independent audit firms.
Here are the key points:
- Vadilal International’s Royalty Income:
- Projected to surge to ₹251.2 crore in 2033-34.
- This is a significant increase from ₹7.8 crore in the current financial year.
- The royalty charges are set to increase from 0.5% of Vadilal Group operating companies’ revenues currently to 5% starting from 2028-29.
- Vadilal Industries’ Royalty Payments to Vadilal International:
- Expected to jump from ₹1.8 crore in FY28 (Financial Year 2028) to ₹50 crore in the following year (FY29).
- Vadilal Enterprises’ Royalty Payments:
- Projected to increase from ₹9.1 crore in FY28 to ₹107.4 crore in FY29."
Here is a better summary:
- Background: Family Settlement and Restructuring Plan
In March 2025, Vadilal Industries’ promoter family, the Gandhis, resolved longstanding disputes and announced a group restructuring.
The plan includes merging three promoter-owned entities—Vadilal International Pvt Ltd (VIPL), Vadilal Finance Company Pvt Ltd, and Veronica Constructions Pvt Ltd—into Vadilal Industries.
This move aims to bring the ownership of the “Vadilal” brand under the listed company, which currently uses it under a non-exclusive license from VIPL.
- Valuation Concerns Raised by Minority Shareholders
Minority shareholders are questioning the valuation of the “Vadilal” brand at ₹1,000 crore, as implied by the share-swap ratios in the merger scheme.
They argue that this valuation is excessive and lacks transparency, potentially diluting their stake in the company.
- Details of the Merger Scheme
Under the proposed scheme, VIPL shareholders would receive 3,241 Vadilal Industries shares for every 100 VIPL shares.
Similarly, shareholders of Vadilal Finance Company and Veronica Constructions would receive shares in Vadilal Industries based on specified ratios.
These ratios suggest a significant valuation for the promoter entities, particularly VIPL, which owns the trademark.
- Financial Performance of Promoter Entities
VIPL reported revenues of ₹5.89 crore and assets of ₹26.27 crore as of February 28, 2025.
Despite modest financials, the high valuation is attributed to its ownership of the “Vadilal” trademark.
- Minority Shareholders’ Demands
They are urging the company to provide a detailed explanation of the brand valuation methodology.
They seek an independent valuation report to justify the ₹1,000 crore figure.
There is a call for greater transparency to ensure that the interests of all shareholders are protected.
- Company’s Response and Next Steps
Vadilal Industries has stated that the merger aims to streamline operations and align brand ownership with the company.
The scheme is subject to approvals from shareholders, regulatory authorities, and the National Company Law Tribunal (NCLT).
The company has not yet publicly addressed the specific valuation concerns raised by minority shareholders.
- Potential Implications
If minority shareholders’ concerns are not adequately addressed, it could lead to delays or modifications in the merger scheme.
Regulatory bodies may scrutinize the valuation and fairness of the deal, potentially impacting its approval process.
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Interestingly, some twitter posts have pointed out that concerns were raised by shareholders of Vadilal Enterprises which is not part of the merger.
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