Vardhman Polytex EGM Results: Rs 25 Crore OCD Issuance Approved with 99.9998% Votes

Vardhman Polytex Limited has announced the voting results for its Extraordinary General Meeting (EGM) held on April 16, 2026, with both special resolutions receiving overwhelming shareholder approval. The company filed the consolidated scrutinizer's report and voting results with NSE and BSE under Regulation 44 of SEBI LODR Regulations, 2015.

EGM Voting Results and Participation

The EGM, conducted at 11:00 AM at Vardhman Park, Chandigarh Road, Ludhiana, saw significant shareholder participation with the record date set as April 09, 2026. Out of 34,576 total shareholders on record date, 41 shareholders attended the meeting (17 promoters and 24 public shareholders) either in person or through proxy.

Parameter:	Details
Total Shareholders on Record Date:	34,576
Shareholders Present (Promoter Group):	17
Shareholders Present (Public):	24
Remote E-voting Period:	April 13-15, 2026
Scrutinizer:	Khanna Ashwani & Associates

Resolution 1: OCD Issuance Approval

The first special resolution for creating, offering, issuing and allotting optionally convertible debentures on preferential basis up to Rs 25 crore received unanimous support. The voting pattern demonstrated strong confidence from both promoter and public shareholders.

Voting Category:	Shares Held	Votes Polled	Votes in Favour	Votes Against	Approval %
Promoter Group:	157,022,910	155,547,760	155,547,760	0	100.00%
Public Institutions:	27,192,878	0	0	0	0.00%
Public Non-Institutions:	274,678,216	522,850	522,600	250	99.95%
Total:	458,894,004	156,070,610	156,070,360	250	99.9998%

Resolution 2: Articles of Association Amendment

The second special resolution for altering the Articles of Association by inserting new Article 131A also received identical voting results. This amendment enables the appointment of observers to the Board by debenture trustees or holders, providing additional governance oversight.

Voting Breakdown:	Remote E-Voting	Physical Ballot	Total Votes	Percentage
Members Voted (Assent):	48	14	62	98.41%
Members Voted (Dissent):	1	0	1	1.59%
Shares Voted (Assent):	155,576,122	494,238	156,070,360	99.9998%
Shares Voted (Dissent):	250	0	250	0.0002%

Regulatory Compliance and Documentation

The company ensured full regulatory compliance throughout the EGM process. M/s Khanna Ashwani & Associates served as the appointed scrutinizer, with Ashwani Kumar Khanna (FCS-3254, C.P No. 2220) providing the consolidated scrutinizer's report. The voting process utilized Central Depository Services Limited (CDSL) as the service provider for remote e-voting facilities.

The EGM notice was published in Financial Express (English) and Desh Sewak (Punjabi) newspapers on March 25, 2026, ensuring proper shareholder communication. Company Secretary Ajay K. Ratra filed the complete proceedings and results with both stock exchanges, maintaining transparency and regulatory adherence as required under Section 108 of the Companies Act, 2013 and SEBI regulations.

1 Day	5 Days	1 Month	6 Months	1 Year	5 Years
-1.97%	-9.82%	-4.51%	-14.25%	-45.43%	+338.99%

Vardhman Polytex Limited has been subject to a significant encumbrance creation by Catalyst Trusteeship Limited, as disclosed under Regulation 29(1) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. The disclosure, dated April 09, 2026, reveals substantial pledging arrangements involving the company's equity shares.

Encumbrance Details

The encumbrance creation involves a substantial portion of Vardhman Polytex Limited's equity shares. Catalyst Trusteeship Limited, acting as debenture trustee on behalf of debenture holders, has secured encumbrance over a significant shareholding.

Parameter	Details
Shares Under Encumbrance	18,11,47,910 equity shares
Percentage of Paid-up Capital	37.50%
Percentage of Diluted Capital	35.63%
Warrants/Convertible Securities	2,54,00,000
Warrants as % of Diluted Capital	4.99%
Total Encumbrance	20,65,47,910 shares (40.62% of diluted capital)

Share Capital Structure

Vardhman Polytex Limited's share capital structure remains unchanged following the encumbrance creation. The company maintains its existing equity base while accommodating the security arrangements.

Capital Type	Amount	Number of Shares
Equity Share Capital (Before)	₹48,30,19,004	48,30,19,004 shares of ₹1 each
Equity Share Capital (After)	₹48,30,19,004	48,30,19,004 shares of ₹1 each
Total Diluted Share Capital	₹50,84,19,004	50,84,19,004 shares of ₹1 each

Debenture Trust Arrangement

The encumbrance stems from a debenture trust deed executed on March 29, 2026, between Vardhman Polytex Limited and Catalyst Trusteeship Limited. Under this arrangement, the promoter group has pledged their entire shareholding in favor of the debenture trustee.

Key aspects of the arrangement include:

Effective Date: April 07, 2026
Mode of Acquisition: Pledge/non-disposal undertaking over promoter shareholding
Trustee Role: Catalyst Trusteeship Limited acting for debenture holders
Security Coverage: Entire promoter group shareholding

Regulatory Compliance

The disclosure fulfills the mandatory requirements under SEBI SAST Regulations for substantial acquisitions and encumbrance creation. Catalyst Trusteeship Limited, as the acquirer in trustee capacity, does not belong to the promoter or promoter group of Vardhman Polytex Limited.

The company's shares continue to be listed on both BSE Limited and National Stock Exchange of India Limited, with the encumbrance arrangement providing security to debenture holders while maintaining the existing shareholding structure of the target company.