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:

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:

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:

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.