Visagar Polytex Limited has submitted a Composite Scheme of Arrangement to stock exchanges, proposing a 99% reduction in share capital followed by a fresh capital infusion of approximately ₹6 crore.

The filing, made under Regulation 30 of SEBI (LODR) Regulations, 2015, details a restructuring plan involving the reduction of paid-up share capital from ₹29.27 crore to ₹29.27 lakh, alongside the issuance of preferential equity shares and warrants. This move follows the shareholders' approval of the scheme at the 43rd Annual General Meeting held on September 30, 2026.

Scheme Structure and Capital Restructuring

The proposed scheme aims to align the company's capital structure with its net assets by writing off accumulated losses of ₹30.89 crore as of March 31, 2026. The reduction involves writing off ₹28.97 crore from the paid-up share capital and ₹1.21 crore from the Share Forfeiture Account.

Upon implementation, the face value of equity shares will be reduced from ₹1 to ₹0.01 per share. Subsequently, a consolidation ratio of 100:1 will be applied to restore the face value to ₹1 per share. Post-reduction, the issued, subscribed, and paid-up share capital will stand at ₹29.27 lakh, divided into 29.27 lakh equity shares.

Preferential Issue and Revival Plan

Immediately following the capital reduction, Visagar Polytex proposes to raise fresh capital through a preferential allotment:

• Cash Preferential Equity Shares: 3 crore shares at ₹1 each, totaling ₹3 crore.
• Preferential Warrants: 3 crore warrants at ₹1 each, totaling ₹3 crore.

The aggregate potential fresh capital is approximately ₹6 crore. Funds are earmarked for reducing financial indebtedness and supporting working capital for the revived textile trading and processing operations at Pali, Rajasthan. The company commenced pilot operations in FY26 with a turnover of ₹11.51 lakh, marking a shift from nil revenue in FY25.

Shareholding Impact

The scheme is designed to maintain proportional shareholding among existing shareholders while diluting their percentage stake due to the new issuance. Promoter holding is projected to rise from 5.63% to 22.37% post-equity allotment, primarily through subscriptions by Sagar Tilokchand Kothari and Trisha Studios Limited.

What the Numbers Show

The combined data reveals a stark contrast between shareholder approval and financial reality. While the AGM saw 99.16% support for the composite scheme, the underlying financials indicate severe distress. Accumulated losses of ₹30.89 crore exceed the current paid-up capital of ₹29.27 crore, necessitating the 99% write-off. The modest ₹6 crore raise represents a small fraction relative to historical losses but is critical for the immediate liquidity needs of the nascent Pali operations, which generated only ₹11.51 lakh in revenue during FY26.

Source: https://lodr-files.dhan.co/lodr-inputs/Company/INE370E01029/d7edb6e7-2baa-4781-8061-59f70e070c80.pdf

Visagar Polytex Limited has scheduled its 43rd Annual General Meeting (AGM) for September 30, 2026. The meeting will commence at 11:00 am at the Vyanjan Banquet Hall in Andheri West, Mumbai.

The company has engaged National Securities Depository Limited (NSDL) to facilitate remote e-voting. This process allows shareholders to cast their votes electronically without attending the physical meeting. The facility aligns with regulatory guidelines issued by the Ministry of Corporate Affairs and SEBI.

Voting Timeline and Eligibility

The remote e-voting window opens on September 27, 2026, at 9:00 am and closes on September 29, 2026, at 5:00 pm. Shareholders holding shares as of the cut-off date, September 23, 2026, are eligible to vote. Both physical and dematerialised shareholders can participate through the NSDL platform.

Members who have not registered their email addresses are advised to update their details with the company or their Depository Participants. Those acquiring shares after the dispatch of the notice but before the cut-off date must refer to the AGM notice notes for voting instructions.

Register Closure

In compliance with Section 91 of the Companies Act, 2013, and Regulation 42 of the Listing Regulations, the Register of Members and Share Transfer Books will remain closed from September 24, 2026, to September 30, 2026. This closure is necessary to determine the list of members entitled to attend and vote at the AGM.

Accessing Documents

The AGM Notice and the Annual Report for FY25-26 are available on the company’s website and the BSE Limited portal. Physical copies were not dispatched; instead, electronic communication was used for all members with registered email addresses. Investors can also access these documents via the NSDL e-voting website.