Vardhman Polytex Limited has completed another significant warrant conversion exercise, with promoter group entity Oswal Holding Private Limited converting warrants into 1,06,25,000 equity shares. The allotment was executed in two tranches - 75,00,000 shares on March 25, 2026, and 31,25,000 shares on March 26, 2026, further expanding the company's equity base.

Regulatory Disclosure Framework

The warrant conversion was disclosed through comprehensive regulatory filings under Regulation 29(2) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. Adish Oswal, Director of Oswal Holding Private Limited, signed the official communications to both NSE and BSE on March 27, 2026, ensuring full compliance with takeover regulations.

Warrant Conversion Specifics

The latest allotment represents conversion from the original pool of 7,24,50,000 convertible warrants issued on preferential basis to the promoter group. The conversion was executed at Rs.12.55 per equity share, maintaining the same pricing structure as the original warrant issuance framework.

Enhanced Shareholding Structure

Following this warrant conversion, the promoter group's total shareholding has increased to 18,11,47,910 equity shares, representing 37.50% of the expanded share capital. The company's paid-up capital now stands at Rs.48,30,19,004 comprising 48,30,19,004 equity shares of Re.1 each.

Outstanding Warrant Position

After the current conversion of 1,06,25,000 warrants, Oswal Holding Private Limited retains 2,54,00,000 warrants pending conversion from the original allotment. This represents the remaining portion of the total warrant pool available for future conversion within the stipulated timeframe.

Comprehensive Promoter Group Structure

The regulatory filing reveals an extensive promoter group structure comprising 22 entities, including individual promoters, HUFs, private limited companies, and trust entities. Key entities include Panchsheel Textile Mfg and Trading Company Pvt Ltd with 44,26,91,70 shares and Alma Assets Consultancy Private Limited holding 43,62,32,50 shares.

Diluted Capital Framework

Assuming full conversion of all pending warrants, the company's total diluted share capital would reach Rs.50,84,19,004, comprising 50,84,19,004 equity shares of Re.1 each. This provides a comprehensive view of the company's potential capital structure upon complete warrant exercise by the promoter group.

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:

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.

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.

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.