Vardhman Polytex Allots 1,500 Optionally Convertible Debentures Worth ₹15 Crore to Special Situation India Fund

Vardhman Polytex Limited has allotted 1,500 Optionally Convertible Debentures (OCDs) on a preferential basis to Special Situation India Fund, a Non-Promoter Group Entity, at a price of Rs. 1,00,000 per OCD, aggregating to Rs. 15,00,00,000 (Rupees Fifteen Crore Only). The Board of Directors approved the allotment at their meeting held on Monday, 18th May, 2026, which commenced at 05:00 PM and concluded at 05:45 PM. The issuance was made pursuant to a special resolution passed by shareholders at an Extraordinary General Meeting held on 16th April, 2026.

Regulatory Approvals and Compliance

The preferential allotment received in-principle approval from BSE Limited vide letter number LOD/PREF/MV/FIP/226/2026-27 dated May 14, 2026, and from National Stock Exchange of India Limited vide letter number NSE/LIST/54202 dated May 15, 2026. The issuance has been carried out in accordance with Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, read with the SEBI circular dated July 13, 2023. The preferential allotment was conducted on a private placement basis under the provisions of the Companies Act, 2013 and SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018.

Key Terms of the OCD Issuance

The following table summarises the key details of the preferential OCD issuance:

Parameter: Details Type of Securities: Optionally Convertible Debentures (OCDs) convertible into Equity Shares of face value Re. 1/- each Number of OCDs Allotted: 1,500 (One Thousand Five Hundred) Issue Price per OCD: Rs. 1,00,000/- Total Aggregate Amount: Rs. 15,00,00,000/- (Rupees Fifteen Crore Only) Allottee: Special Situation India Fund Category of Allottee: Non-Promoter Conversion Instrument: Equity Shares of face value Re. 1/- each Conversion Period: Within 18 months from the date of allotment Payment Terms: 100% of OCDs Issue Price received upfront Number of Allottees: 1

Conversion and Post-Issue Shareholding

The OCDs are convertible into equity shares of the Company having a face value of Re. 1/- each within a period of 18 months from the date of allotment. The "Relevant Date" for calculating the price of the resultant equity shares upon conversion will be a date 30 days prior to the date on which the OCD holder becomes entitled to apply for the equity shares of the Company. As the conversion price is to be determined on the Relevant Date under SEBI ICDR Regulations, the post-issue equity shareholding of Special Situation India Fund cannot be ascertained at this stage.

Pre- and Post-Issue Shareholding Details

The allotment details and shareholding position of the allottee are presented below:

Allottee: Special Situation India Fund Category: Non-Promoter Pre-Issue Equity Shares: 0 Pre-Issue Shareholding (%): 0 No. of OCDs Allotted: 1,500 Post-Issue Equity Shares: Not determinable Post-Issue Shareholding (%): Not determinable

The Company has noted that the stock exchanges will be intimated as and when the OCDs are converted into equity shares or lapse. The disclosure has been made in compliance with Regulation 30 of the SEBI (LODR) Regulations, 2015.

Vardhman Polytex Limited has announced the creation of pledge and non-disposal undertaking by its promoters and promoter group entities under Regulation 31(1) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. The disclosure was made to both BSE Limited and National Stock Exchange of India Limited on April 10, 2026.

Pledge Creation Details

The pledge creation involves multiple promoter entities who have encumbered their shareholdings in favor of Catalyst Trusteeship Limited, which serves as the debenture trustee for debentures issued by the company. The pledge was created on April 07, 2026, as per an Unattested Share Pledge Agreement-cum-Non Disclosure Undertaking.

Key Promoter Holdings and Pledges

The disclosure covers 23 promoter entities, including individual promoters and corporate entities. The major stakeholders involved in the pledge creation include:

Promoter Entity Shareholding Pledged Shares Percentage Panchsheel Textile Mfg and Trading Company Private Limited 4,42,69,170 shares 4,42,69,170 shares 9.17% Alma Assets Consultancy Private Limited 4,36,23,250 shares 4,36,23,250 shares 9.03% Oswal Holding Private Limited 4,70,50,000 shares 4,70,50,000 shares 9.74% Mr. Adish Oswal 42,05,110 shares 42,05,110 shares 0.87% Enakshi Investment Private Limited 37,02,500 shares 37,02,500 shares 0.77%

Individual and Corporate Promoters

The individual promoters involved include Mr. Adish Oswal, Mrs. Manju Oswal, Ms. Aketa Oswal, Mr. Abhinav Oswal, and Mrs. Rakhi Oswal. Additionally, Mrs. Manju Oswal holds shares in respect of shares held in the name of Late Sh. Ashok Kumar Oswal. The Ashok Oswal and Sons HUF is also part of the pledge arrangement.

Corporate Entities and Investment Companies

Multiple investment and trading companies within the promoter group have pledged their holdings, including:

Kent Investments Private Limited

Ruby Mercantile Company Private Limited

Gagan Mercantile Company Private Limited

Pioneer Mercantile India Private Limited

Boras Investment and Trading Company Private Limited

Adesh Investment and Trading Company Private Limited

Liberty Mercantile Company Private Limited

Nightingale Dealcom Private Limited

Allepy Investment and Trading Company Private Limited

Calgary Investment and Trading Company Private Limited

Altfort Merchants Private Limited

Non-Disposal Undertaking for Warrants

In addition to the share pledges, the disclosure includes a non-disposal undertaking for 2,54,00,000 warrants pending conversion. Oswal Holding Private Limited has provided this undertaking for the entire warrant holding, representing 4.996% of the diluted share capital.

Regulatory Compliance

This disclosure ensures compliance with SEBI's substantial acquisition regulations, which require promoters to inform stock exchanges about any encumbrance created on their shareholdings. The pledge arrangement is part of the security structure for debentures issued by the company, with Catalyst Trusteeship Limited acting as the debenture trustee to protect the interests of debenture holders.

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