Vadilal Industries: Post-Feud Restructuring and Consolidation
M & A Critique
|June 2025
Vadilal Industries Limited (“VIL”) has long been synonymous with India's ice cream market. In March 2025, the promoters of VIL—the Gandhi Family—finally resolved their intra family disputes and announced a comprehensive restructuring of both governance and corporate entities.
Alongside a family arrangement to strengthen board independence and funding frameworks, VIL has approved a composite amalgamation (“Scheme”) to consolidate several promoter held entities—including Vadilal International Private Limited (“VIPL’), Vadilal Finance Company Private Limited (“VFCPL’}, and Veronica Constructions Private Limited (‘VCPL”)-into VIL.
One notable omission, however, is Vadilal Enterprises Limited ("VEL"), a listed sister company that acts as VIL's exclusive distributor. Although VEL purchases virtually all of its ice-cream inventory from VIL, the Gandhi Family has chosen not to include VEL in the current merger scheme.
Vadilal Industries Limited (“VIL” or “Transferee Company”) is engaged in the business of manufacturing, sourcing, processing, distribution and marketing of ice-cream, flavoured milk, frozen dessert, juices, milk lollies, milk ice, ice candies, ice lollies and other dairy products, and processed foods such as frozen fruits, vegetable pulp, ready-to-eat and ready-to-serve products. The equity shares of VIL are listed on the BSE Limited (“BSE”) and the National Stock Exchange of India Limited (‘NSE’).
Vadilal International Private Limited (“VIPL” or “Transferor Company 1”) is owned by the Gandhi Family and is engaged in the business of leasing nonfinancial intangible assets and is the owner of the intellectual property rights of the brand “Vadilal”. VIPL owns 39.09% equity stake in VIL 1.87% equity stake in VFCPL and 8.08% stake in VCPL.
Vadilal Finance Company Private Limited (“VFCPL” or “Transferor Company 2”) is also owned by the Gandhi family and is inter-alia engaged in trading activities. However, as per the latest financials, VFCPL has minuscule revenue. VFCPL owns 4.57% equity stake in VIL.
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