M&A Critique

“VIP” to get a new Avatar

One of India’s oldest and most iconic brands in the luggage industry, VIP Industries, has announced a significant change in ownership. The company disclosed that its founding promoters, the Piramal family, will be selling their controlling stake to Multiples Private Equity, acting in concert with a group of financial and strategic partners. The new consortium intends to institutionalize the company and steer it toward a revival of its former glory.

VIP Industries Limited (“VIP” or “target Company”) is primarily engaged in the business of manufacturing and/ or sale of: (a) luggage of different kinds, including the categories of hard luggage upright, soft luggage upright, backpacks, duffel bags, business cases, handbags and accessories, under the following brands: VIP, Skybags, Aristocrat, Alpha, Alphalite and Caprese; and (b) zips, trolleys, wheels or convi-packs used in any of the products set out in (a) above; and (c) the business of manufacturing any product set out in (a) or (b) above as a contract manufacturer for other businesses. The equity shares of VIL are listed on nationwide bourses. Currently, VIP is being managed by Mr. Dilip Piramal Group. The promoter owns a 51.55% equity stake in the company.

Multiples Private Equity group (“Acquirer 1” or “Multiples”) is inter alia comprises of funds advised and/or managed and/or sponsored by Multiples Alternate Asset Management Private Limited and/or its affiliates.

Samvibhag Securities Private Limited (“PAC 1”) and Profitex Shares and Securities Private Limited (“PAC 2”) are part of the ENAM Group, which is well known domestic institution in India. PAC 1 & PAC 2 will be “person Acting in Concern” along with Multiples. 

Mithun Sacheti & Sidharth Sacheti (“PAC 3 & PAC 4”) are investors in public and private securities markets in India, and was previously associated with CaratLane, a jewellery retailer since 2008, which was subsequently acquired by Titan Company Limited in 2016.

“Post-transaction, the Piramal family will retain an approximate 19% equity stake in VIP with passive role”

Acquirer 1 along with various PAC’s have proposed to obtain control over VIP. Upon completion of the transaction, control of the Company will be transferred to Multiples Private Equity while Mr. Dilip Piramal and Family will continue to be shareholders in the Company with the remaining shares.

The Proposed Transaction

The Acquirers, PAC 1, PAC 3 and PAC 4 have entered into a share purchase agreement with the current promoters of VIP to acquire an aggregate of:

(a) 83,90,076 Equity Shares, representing 5.89% of the Expanded Share Capital (“Tranche 1 Sale Shares”), and

(b) Additionally, up to a maximum of 3,70,56,229 Equity Shares, representing 26.00% of the Expanded Share Capital (“Tranche 2 Sale Shares”, and together with Tranche 1 Sale Shares, “Sale Shares”), at a price of INR 388.00/- per Sale Share.

Thus, Acquirer 1 along with PACs will acquire up to 31.89% of the expanded share capital of VIP from the exiting promoters at a consideration of INR 388 per share.

Tranche No. of Shares Amount in ₹ Crore
1 83,90,076 325.53
2 3,70,56,229 1437.78

Multiples, through its two different funds, will buy circa 22% stake, while ENAM will hold 8.5% and around 1% will be with Sacheti Family. 

Pursuant to this acquisition, a mandatory open offer is being made by the Acquirer and the PACs to the Public Shareholders of the Target Company in accordance with Regulations 3(1) and 4 of the SEBI (SAST) Regulations.

The Shareholders Agreement with existing promoters of VIP contains provisions relating to the management and governance of the Company and certain transfer restrictions on the Promoter Group Entities and Mr. Dilip Piramal (“DGP”):

  • The Acquirers shall have the right to always nominate the majority of directors;
  • Mr. Dilip G. Piramal shall have the right to either recommend eligible candidates for 1 (one) independent director to the nomination and remuneration committee of the Target Company;
  • Mr. Dilip G. Piramal may remain a director until the transfer of the Tranche 2 Sale Shares is completed and shall resign from chairpersonship of the Board of the Target Company on the effective date of the SHA;
  • The SHA sets out that each member of the DGP Group shall attend every shareholders’ meeting of the Target Company and vote as directed by the Acquirers, except in the case of certain identified matters where they can vote at their discretion.
  • Promoter Group Entities and DGP shall undertake non-solicitation obligation for an identified period as per the SHA

Further, Multiples will be the driver for VIP while others (PACs) are going to support in their limited decided ways. In this regards, to keep understanding precise, the Acquirer has entered into an agreement with PAC 1, PAC 3 and PAC 4 (“Limited Purpose Agreement”), whereby the parties have inter alia agreed that the PACs will not be exercising any control over the Target Company and would be persons acting in concert with the Acquirers for the limited purpose of the SPA and the Open Offer.

Management Challenges and Strategic Exit: The VIP Industries Transition

In recent years, VIP Industries witnessed significant churn in its top management, reflecting deeper structural challenges within the organisation. One of the key issues faced by the promoter group was the lack of a clear successor to whom the leadership baton could be passed. This vacuum in top leadership, coupled with stagnating revenues amid intensifying competition from established peers and agile start-ups, compounded the company’s struggles.

Adding to its woes, the product mix dynamics shifted, with the industry experiencing a rising preference for hard luggage over soft luggage, a segment where VIP traditionally held a strong position. This inverse trend impacted VIP’s market share.

The company did benefit from the leadership of Ms. Radhika Piramal, the next-generation member of the promoter family, who played a pivotal role in reviving the business and taking it to new heights during her tenure. However, her decision to step away from the business and relocate to Europe left a strategic void. With limited internal succession options and escalating market pressures, the Piramal group was eventually compelled to consider a strategic divestment.

As a result, the controlling stake in VIP Industries is now being transferred to Multiples Private Equity, along with a consortium of financial and strategic partners. Their goal is to institutionalize the company’s governance and operations, positioning it for long-term sustainable growth.

“Multiples is also partnering with ENAM Group and the Sacheti family, a move that combines financial strength with strategic insight”

Post-transaction, the Piramal family will retain an approximate 19% equity stake in VIP. However, under SEBI regulations, they are likely to continue being classified as promoters until their stake falls below the 10% threshold. Once the transition to Multiples is fully stabilised, Mr. Dilip Piramal may evaluate options for a complete exit or a further dilution of their stake to drop below the promoter classification threshold.

What Attracts Multiples to VIP? A Turnaround Opportunity in a Growing Market

Despite losing nearly 10% market share over the past 5–7 years, VIP Industries continues to hold significant brand equity in the Indian luggage market. With the emergence of numerous domestic and international brands, competition has intensified. However, Multiples Private Equity and PACs appear to see a compelling turnaround opportunity in VIP, especially considering the industry’s growth trajectory and the brand’s enduring consumer recall.

There could be a belief that with the right strategic direction and operational realignment, VIP can reclaim its leadership position, especially considering its brand power. According to Mr. Dilip Piramal, the core issue with VIP was not market relevance but management bandwidth. With that being addressed through professionalisation and new ownership, there is optimism that the company can regain its momentum.

To strengthen this effort, Multiples is also partnering with ENAM Group and the Sacheti family, a move that combines financial strength with strategic insight. ENAM is expected to bring deep capital market experience and long-term investment perspective, while the Sacheti family, known for building CaratLane, could contribute significantly in areas such as product design, consumer experience, and digital-first strategies, bringing a startup-like agility to VIP’s operations.

This multi-pronged approach suggests a well-thought-out revival blueprint, aiming not just to restore VIP’s past glory but to position it as a modern, competitive player in the fast-evolving travel gear market

VIP vs Safari: A Tale of Diverging Fortunes

Over the past several years, Safari Industries has clearly outshined VIP Industries across multiple performance parameters, including growth, profitability and market valuation.

While VIP’s market cap today remains roughly at the same level as in 2018—around ₹6,000 crore, Safari has seen a remarkable 8–10x surge during the same period, reaching approximately ₹10,000 crore. This growth has come despite VIP maintaining a larger market share in terms of sales volume and retail presence.

The recent transaction by Multiples and its partners values VIP Industries at a market capitalisation of around ₹5,500 crore, implying a discount. Based on this valuation, the broad transaction multiples are estimated as follows:

Particulars VIP Safari
Market Cap/ Deal Valuation 5500 10,000
Enterprise Value 6200 9900
MCAP/Revenue 2.5 5.6

As sustainable profitability might be different from what is booked in FY 2025, we have considered the revenue multiple.

Conclusion:

The sale of VIP Industries’ controlling stake to Multiples Private Equity, backed by ENAM Group and the Sacheti family, signals a strategic shift from family-led management to institutional ownership. Despite recent underperformance and loss of market share, VIP retains strong brand equity and a wide retail presence in a growing travel goods market. With professional management, operational realignment, and strategic capital support, the company has a realistic chance to reverse its fortunes and close the performance gap with faster-growing peers like Safari Industries, setting the stage for a potential turnaround and long-term value creation.

Please feel free to share/retweet the article and as always you can write down in the comment box below for anything related to the article. We would love to answer.

print

Aniruddha Jain