Vardhman Polytex Allots 31.25 Lakh Equity Shares on Warrant Conversion

Vardhman Polytex Limited has successfully completed the allotment of 31,25,000 equity shares following warrant conversion by its promoter group entity. The board of directors approved this capital transaction at their meeting held on Thursday, March 26, 2026, marking another milestone in the company's capital expansion strategy.

Official Regulatory Filing Details

The company formally intimated both NSE and BSE about the warrant conversion through official regulatory filings under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The board meeting commenced at 4.30 PM and concluded at 5.15 PM on March 26, 2026, with Company Secretary Ajay K. Ratra signing the official communication to stock exchanges.

Exchange Details: Information NSE Scrip Code: VARDMNPOLY BSE Scrip Code: 514175 Meeting Duration: 4.30 PM to 5.15 PM Authorized Signatory: Ajay K. Ratra, Company Secretary

Warrant Conversion Specifics

The allotment involves the conversion of 31,25,000 warrants previously issued to Oswal Holding Private Limited, a promoter group entity under SEBI regulations. The conversion was executed at Rs.12.55 per equity share, including a premium of Rs.11.55 per share over the face value of Re.1 each.

Conversion Parameters: Details Shares Allotted: 31,25,000 equity shares Issue Price: Rs.12.55 per share Premium Component: Rs.11.55 per share Face Value: Re.1 per share Total Amount Received: Rs.2,94,14,063 Allottee: Oswal Holding Private Limited Payment Received: 75% of issue price per warrant

Enhanced Capital Structure

Following this warrant conversion, Vardhman Polytex's paid-up equity share capital has increased substantially. The company's capital structure now reflects the enhanced equity base from this preferential allotment, with newly allotted shares ranking pari passu with existing equity shares.

Capital Metrics: Post-Allotment Position Paid-up Capital: Rs.48,30,19,004 Total Equity Shares: 48,30,19,004 shares Share Denomination: Re.1 each Rights Status: Pari passu with existing shares

Original Warrant Framework

The conversion stems from the original allotment of 7,24,50,000 convertible warrants issued on March 27, 2025, on a preferential basis to the promoter group entity. These warrants were issued at Rs.12.55 per warrant, with 25% of the issue price collected upfront and the remaining 75% payable upon conversion within 18 months from allotment date.

Outstanding Warrant Position

After the current conversion of 31,25,000 warrants, Oswal Holding Private Limited retains 2,54,00,000 warrants pending conversion. The allottee had 2,85,25,000 warrants pending for conversion before this transaction, demonstrating the phased approach to warrant exercise.

Warrant Status Summary: Quantity Originally Allotted: 7,24,50,000 warrants Warrants Pending Before Conversion: 2,85,25,000 warrants Current Conversion: 31,25,000 warrants Remaining for Conversion: 2,54,00,000 warrants Conversion Tenure: 18 months from March 27, 2025

Regulatory Compliance Framework

The allotment was conducted in accordance with Regulation 30 of SEBI (LODR) Regulations, 2015, and the provisions of SEBI (ICDR) Regulations, 2018. The transaction follows the preferential allotment framework on a private placement basis, ensuring compliance with Companies Act, 2013 and applicable SEBI regulations. The company provided comprehensive documentation including detailed annexures covering allottee information and regulatory requirements as mandated by SEBI circular dated July 13, 2023.

Vardhman Polytex Limited has called an Extraordinary General Meeting (EGM) for April 16, 2026, to seek shareholder approval for a significant fundraising initiative through optionally convertible debentures worth ₹25.00 crores. Additionally, the company has received an IVR D credit rating from Infomerics Valuation and Rating Ltd for its proposed ₹95.00 crore non-convertible debentures. The company has completed the newspaper publication of the EGM notice in compliance with regulatory requirements.

Proposed Debenture Issue Details

The company plans to issue secured, unlisted, redeemable optionally convertible debentures (OCDs) on a preferential basis to Special Situation India Fund, a fund managed by EAAA India Alternatives Limited. The proposed issue structure includes:

Parameter: Details Issue Size: ₹25.00 crores Face Value: ₹1.00 lakh per security Number of OCDs: 2,500 securities Interest Rate: 18% per annum compounded annually Conversion Period: 6-15 months from allotment Maximum Tenure: 18 months

Credit Rating Assignment for NCDs

Infomerics Valuation and Rating Ltd has assigned an IVR D credit rating to the company for its proposed issuance of ₹95.00 crore non-convertible debentures. The rating was assigned following a mandate contract.

Rating Details: Information Rating Agency: Infomerics Valuation and Rating Ltd Rating Assigned: IVR D NCD Amount: ₹95.00 crores Rating Validity: One year from assignment Maturity: March 2031

The IVR D rating indicates that the securities are in default or are expected to be in default soon, representing the highest level of credit risk in Infomerics' rating scale.

Newspaper Publication and EGM Details

The company has published the EGM notice in Financial Express (English) and Desh Sewak (Punjabi) newspapers as required under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The publication was completed to ensure proper dissemination of information to shareholders and stakeholders.

EGM Details: Information Date: April 16, 2026 Time: 11:00 AM Venue: Vardhman Park, Chandigarh Road, Ludhiana Cut-off Date: April 9, 2026 E-voting Period: April 13-15, 2026

Fund Utilization and Security Structure

The proceeds from the OCD issue will be utilized for modernization and de-bottlenecking of the Nalagarh plant, capital expenditure, working capital expenses, and general corporate purposes. The debentures will be secured by comprehensive collateral including:

First ranking exclusive charge on movable assets, current assets, and intellectual property rights

Mortgage over multiple properties in Ludhiana, New Delhi, Bathinda, and Himachal Pradesh

Pledge over 100% equity shares held by promoters and related entities

Personal guarantee from promoter Adish Oswal

Corporate guarantees from 15 group companies

Conversion Terms and Meeting Procedures

The OCDs provide holders with flexible conversion options during the 6-15 month window, with pricing determined 30 days prior to conversion date as per SEBI regulations. The EGM will also consider inserting Article 131A to allow debenture trustees or holders to appoint observers to the Board of Directors.

Catalyst Trusteeship Limited is proposed as the debenture trustee for both the OCDs and NCDs. The proposed allottee, Special Situation India Fund, is classified as a non-promoter entity. Members can participate through remote e-voting facility provided by Central Depository Services Limited (CDSL) or attend the physical meeting.

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