Vardhman Textiles Limited has disclosed significant changes in its promoter group shareholding pattern, with the group increasing its stake from 62.90% to 64.81% through strategic share acquisitions. The disclosure was made under Regulation 29(2) of SEBI (Substantial Acquisition of Shares & Takeovers) Regulations, 2011, dated February 25, 2026.

Shareholding Changes Overview

The promoter group's shareholding increased by 1.91% through a net acquisition of 55.19 lakh shares. The transactions involved multiple entities within the promoter group, with some acquiring shares while others divested their holdings.

Promoter Group Composition

The promoter group comprises 20 entities led by Shri Paul Oswal, including individual promoters and various investment companies. Key entities in the group include:

• Individual Promoters: Shri Paul Oswal, Shakun Oswal, Sachit Jain, Suchita Jain, Soumya Jain, and Sagrika Vir
• Investment Companies: Devakar Investment and Trading Company Private Limited, Flamingo Finance and Investment Company Limited, Santon Finance and Investment Company Limited
• Trading Entities: Eastern Trading Company, Northern Trading Company, Amber Syndicate, Paras Syndicate
• Trusts: SP Oswal Trust, Mrs. Shakun Oswal Trust

Current Shareholding Position

Following the transactions, the promoter group's consolidated shareholding position has strengthened significantly across all metrics.

Transaction Details

The share acquisitions were executed through open market purchases spanning from March 9, 2022, to February 24, 2026. The company's equity share capital remained unchanged at 28.92 crore shares, while the total diluted share capital stands at 29.19 crore shares, accounting for potential conversion of outstanding convertible securities.

The disclosure was signed by Shri Paul Oswal on behalf of the acquirers and sellers, with the document filed with both BSE Limited and National Stock Exchange of India Limited, where Vardhman Textiles shares are listed.

Vardhman textiles Limited has issued a postal ballot notice seeking shareholder approval for amending its Memorandum of Association (MOA). The company announced this development through a disclosure under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Proposed Amendment Details

The company seeks to alter the Object Clause of its MOA by inserting a new sub-clause (xxxiv) after sub-clause (xxxiii) of clause III (B). The proposed addition will enable the company to engage in electricity generation activities for captive consumption and external sales.

The new clause will authorize the company "To set up, purchase or otherwise acquire, manage electricity generation plants and facilities and to generate, accumulate, distribute, supply, sell or otherwise deal with electricity of all kinds including hydel, thermal, nuclear, gaseous, solar, wind and other non-conventional sources or otherwise, whether at its own or in collaboration or arrangement with any other third party, for captive consumption or selling to external parties or otherwise as they deem fit and proper in this context."

Regulatory Compliance Requirement

According to the explanatory statement, the amendment is necessitated by guidelines and orders issued by the Madhya Pradesh Electricity Regulatory Commission. These regulations require that the MOA of consumer companies include enabling provisions for captive power generation and consumption. The Board of Directors approved this amendment in their meeting held on January 21, 2026, subject to shareholder approval.

Postal Ballot Process

The company will conduct the voting process entirely through electronic means, with no physical postal ballot forms being distributed. The postal ballot notice will be sent only via email to shareholders whose email addresses are registered with the company or depositories.

Voting Arrangements

Central Depository Services (India) Limited (CDSL) will provide the remote e-voting platform for this postal ballot. The company has appointed M/s Khanna Ashwani & Associates, Practicing Company Secretaries, as the scrutinizer for conducting the postal ballot process. Mr. Ashwani Kumar Khanna (Certificate of Practice No. 2220) will oversee the voting process to ensure fairness and transparency.

Shareholders holding shares as of the cut-off date will be entitled to vote, with voting rights proportional to their shareholding in the company's paid-up equity share capital. The results will be published on the company's website and communicated to stock exchanges where the company's shares are listed.

Key Information

The company clarified that this amendment does not change the main objects of the company under Para A of clause III of the MOA. The proposed changes are limited to Para B, which covers objects incidental or ancillary to the main objectives. None of the directors, key managerial personnel, or their relatives have any financial interest in the proposed resolution.