VIP Clothing Board Approves Issuance of 2,12,00,000 Warrants at ₹22.50 via Preferential Allotment

VIP Clothing Limited has announced the outcome of its Board of Directors meeting held on Monday, May 18, 2026, pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The board approved the issuance of 2,12,00,000 warrants convertible into an equivalent number of equity shares on a preferential basis, at an issue price of ₹22.50 per warrant (including a premium of ₹20.50 per warrant), aggregating to ₹47,70,00,000 (Rupees Forty-Seven Crore and Seventy Lakh only). The approval is subject to shareholder consent and such other regulatory and statutory approvals as may be required. The board meeting commenced at 4:30 P.M. and concluded at 6:00 P.M.

Key Details of the Preferential Issue

The warrants are proposed to be issued to both promoters and non-promoters, with each warrant convertible into one fully paid-up equity share of face value ₹2 per share. The following table summarises the key parameters of the preferential issue:

Parameter: Details Type of Securities: Warrants convertible into Equity Shares (face value ₹2/- per share) Mode of Issuance: Preferential Issue under SEBI (ICDR) Regulations, 2018 Total Warrants: 2,12,00,000 Issue Price per Warrant: ₹22.50/- (including premium of ₹20.50/-) Aggregate Consideration: ₹47,70,00,000/- Number of Investors: 16 (Sixteen) Conversion Period: Within 18 months from date of allotment Upfront Payment: 25% of issue price payable on application Balance Payment: 75% payable on exercise of conversion option EGM Date: Thursday, June 11, 2026 (via video conferencing/audio-visual means)

Allottee-Wise Warrant Subscription

The 2,12,00,000 warrants are proposed to be allotted across 16 investors spanning promoters, promoter group, and non-promoter categories. The detailed allottee-wise breakdown is as follows:

Proposed Allottee: No. of Warrants Category Sunil Jaykumar Pathare 45,00,000 Promoter Kapil Jaykumar Pathare 45,00,000 Promoter Kanishk Sunil Pathare 39,00,000 Promoter Group Avyukta Kapil Pathare 39,00,000 Promoter Group Dhruv Agarwal 1,50,000 Non-Promoter Rathore Gauravsingh Vijaysingh 3,50,000 Non-Promoter Ashok Kishanchand Bhatia 3,00,000 Non-Promoter Manta Ashok Bhatia 1,00,000 Non-Promoter Ruchita Suresh Bhatia 50,000 Non-Promoter Sonia Vyas 1,50,000 Non-Promoter Johar Hasan. Zojwalla 4,00,000 Non-Promoter Mukesh Gobindram Kimtani 9,50,000 Non-Promoter Trikaya Capital Partners Limited 9,00,000 Non-Promoter Shokin Packaging Pvt Ltd 9,00,000 Non-Promoter Dipesh Umesh Kedia 50,000 Non-Promoter Rama Harshad Kela 1,00,000 Non-Promoter Total 2,12,00,000

*Assuming full subscription and full conversion of warrants into equity shares.

Warrant Conversion Terms

Each warrant entitles the holder to convert it into one fully paid-up equity share within a maximum period of 18 months from the date of allotment, at the option of the allottee. An amount equivalent to at least 25% of the warrant issue price is payable upfront along with the application, while the remaining 75% is payable upon exercise of the conversion option, which may occur in one or more tranches. In the event that any allotted warrants are not converted into equity shares, such warrants shall lapse and the 25% upfront consideration paid shall be forfeited by the company.

EGM, Scrutinizer, and Preferential Issue Committee

The board approved the notice of an Extraordinary General Meeting (EGM) dated May 18, 2026, to seek shareholders' approval for the preferential issue. The EGM is scheduled for Thursday, June 11, 2026, to be held via video conferencing or other audio-visual means. M/s. KRS & Co., Practicing Company Secretaries (Firm Registration No. S2017MH469000; Peer Review No. 3967/2023), Thane, Maharashtra, represented by CS. Ketan Ravindra Shirwadkar (Membership No. A37829; COP No. 15386), has been appointed as the Scrutinizer for the remote e-voting process at the EGM. The board also approved the constitution of a Preferential Issue Committee to finalise and approve all relevant documents and exercise the board's powers for the proposed preferential issue, including allotment of equity shares upon conversion of warrants and making necessary applications to stock exchanges. The committee comprises the following members:

Sr. No.: Name Designation Role 1. Mr. Sunil Pathare Chairman and Managing Director Chairman 2. Mr. Kapil Pathare Deputy Managing Director Member 3. Mr. Uday Ajgaonkar Independent Director Member

The intimation was signed by Mr. Rahul Soni, Company Secretary and Compliance Officer (Membership No.: A61305), on behalf of VIP Clothing Limited, and was filed on May 18, 2026.

VIP Clothing Limited has announced a special window facility for physical shareholders to re-lodge transfer requests that were previously rejected or not processed due to documentation deficiencies. The initiative follows regulatory guidelines aimed at facilitating easier share transfers for investors.

SEBI Circular Implementation

The special window operates under SEBI Circular No. HO/38/13/11(2)2026-MIRSD-POD/I/3750/2026 dated January 30, 2026. This regulatory framework provides a one-year opportunity for shareholders whose transfer requests faced issues in the past.

Parameter: Details Window Period: February 5, 2026 to February 4, 2027 Applicable Requests: Submitted prior to April 1, 2019 Processing Mode: Dematerialized form only Regulatory Authority: SEBI

Eligibility and Process

The facility specifically targets transfer requests that were:

Rejected due to deficiencies in documentation

Returned for incomplete processes

Not attended by the company or its Registrar and Share Transfer Agent

Originally lodged before the April 1, 2019 deadline

Eligible investors can submit their re-lodgment requests to the company's Registrar and Share Transfer Agent, MUFG Intime India Private Limited (formerly Link Intime India Private Limited), along with requisite documents and rectified deficiencies.

Public Notice and Communication

VIP Clothing Limited published official notices in leading newspapers on April 8, 2026, including Financial Express and Mumbai Lakshyadeep. The company secretary, Mr. Rahul Soni, signed the communication to stock exchanges BSE Limited and National Stock Exchange of India Limited, ensuring regulatory compliance.

Contact Information: Details Company Address: C-6, Road No.22, MIDC, Andheri (East), Mumbai - 400 093 Phone: 022 – 40209000/1/2/3/4/5 Email: investor.relations@vip.in Website: www.vipclothing.in

Registrar and Transfer Agent Details

MUFG Intime India Private Limited serves as the company's official Registrar and Share Transfer Agent for processing these requests.

RTA Information: Details Address: C 101, 247 Park, L.B.S. Marg, Vikroli (West), Mumbai - 400083 Phone: +91 22 49186000 Email: mthelpdesk@in.mpsg.mufg.com

The company encourages all affected investors to take advantage of this special window, which represents a significant opportunity for those who previously faced difficulties in share transfer processes. All documentation and information are also available on the company's official website for shareholder reference.

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