Shivakumar Dega resigns as Independent Director of Vadilal Industries

Shivakumar Dega has resigned as an independent director of Vadilal Industries Limited, effective 17 February 2026, citing concerns over the company’s compliance with certain statutory provisions.

In a regulatory filing, Vadilal Industries acknowledged Dega’s resignation and expressed appreciation for his contributions during his tenure. Following his departure, he has ceased to be a member of the board and its committees, with the company initiating steps to reconstitute the board committees.

In his resignation letter, Dega highlighted potential non-compliance with statutory requirements, prompting the company to accelerate an internal assessment of relevant regulations. In the letter shared, he wrote.

• In the many decisions made over the last ten months, I have had differences on two decisions - the issue of hiring a high-cost CEO which I felt was not in line with the cost structure and the need for a professional COO.
• In addition, there is another significant issue of not paying minimum wages to the workmen by the Company.

Dega further noted:

• Not paying minimum wage is a serious offence under Minimum Wages Act 1948 and Code of Wages 2019 carrying potential legal action for forced labour under Article 23 of the Indian Constitution.
• The Company has paid the factory workers less than the minimum wage. This is a statutory violation. The results and share price are inflated to the extent of this amount of underpayment.
• There are three people who must have to sign the company compliance certificate by May 2026, and I am one of them. I cannot sign when I know that what the Company has done is wrong.
• I have consistently said NO to this practice in June 2025 and put this down in writing to the Board in January 2026 and registered it in the February Audit Committee meeting where the CEO and Company Secretary were present. I also previously warned the CEO in October 2025 and January 2026 in phone calls.

In response, Vadilal Industries’ board said:

• dedicated sub-committee has been constituted to review the Company’s compliance with the relevant statute; and
• independent advisors are in the process of being appointed to accelerate and facilitate the ongoing review

Dega, who also serves on the boards and committees of companies including Yes Bank Limited and Intellect Design Arena Ltd, confirmed that there are no other material reasons for his resignation beyond those mentioned in his letter.