This disclosure, made under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, details the outcomes of the Board of Directors meeting of Visagar Polytex Limited held on 7th September 2026 from 5:30 PM to 10:30 PM.

Nature of the Event

The Board approved a comprehensive Composite Scheme of Arrangement aimed at restructuring the company's capital and raising fresh funds.

Key Board Approvals and Notings

1. Valuation and Advisory Reports: The Board approved and took on record:

  • A valuation report from Mr. Bhavesh M Rathod, Registered Valuer (IBBI/RV/06/2019/10708), dated 4th September 2026.
  • A Fairness Opinion from M/s Navigant Corporate Advisors Limited, a SEBI Registered Category I Merchant Banker (SEBI Reg. No. INM000012243), dated 7th September 2026.
  • A Pricing Certificate under SEBI ICDR Regulation 158 from M/s Vijay S. Tiwari & Associates (Membership No.: 33084, COP No.: 12220), dated 7th September 2026.

2. Composite Scheme of Arrangement: The Board approved a draft scheme comprising two main parts:

  • Part I - Capital Reduction & Consolidation: Provides for:
  • Reduction of the company's issued, subscribed, and paid-up equity share capital under Section 66 of the Companies Act, 2013.
  • Adjustment of the balance in the Share Forfeiture Account towards writing off accumulated losses.
  • Consolidation of the reduced equity shares to restore the face value to Re. 1 per share from Re. 0.01, at a ratio of 100:1.
  • Part II - Preferential Issue: Provides for the infusion of fresh capital through a preferential issue of equity shares and warrants, subject to applicable laws.

3. 43rd Annual General Meeting (AGM): The Board approved the notice convening the 43rd AGM on Wednesday, 30th September 2026 at 11:00 a.m. at "Vyanjan Banquet Hall", 46, First Floor, Oshiwara Link Plaza, Next to Oshiwara Police Station, Near Maheshwari Bhawan, Above "Vyanjan" Sweets, Link Road Extension, Andheri (West), Mumbai - 400102. The matters related to the scheme and auditor appointment will be placed before members.

4. Annual Report FY 2025-26: The Board approved the Annual Report for the financial year ended 31st March 2026, including the Management Discussion & Analysis Report and the Directors' Report.

5. Statutory Auditor Change:

  • The Board took note of the resignation of M/s. Bhatter & Associates, Chartered Accountants, as Statutory Auditors.
  • Based on the Audit Committee's recommendation, Ms. Riddhi Kishor Trivedi, Chartered Accountant (Membership No. 611547), was appointed to fill the resultant casual vacancy, subject to member approval at the ensuing AGM. Her term is proposed from appointment until the conclusion of the 43rd AGM.
  • The Board further approved her appointment from the conclusion of the 43rd AGM until the conclusion of the 48th AGM, also subject to member approval.

Details of Capital Reduction and Consolidation (Annexure I)

  • Reason for Restructuring: To rationalize paid-up capital in line with net assets, write off accumulated losses and the Share Forfeiture Account balance (with no cash outflow), present a true and fair financial position, simplify the share capital structure, and facilitate proposed capital infusion.
  • Effect: No adverse effect on the interest of other shareholders or creditors, as there is no cash payout.
  • Benefit to Promoters: No additional benefit is derived by the promoter/promoter group from the restructuring. Shareholding percentages for all shareholders (Promoter and Public) will change proportionately post the capital cancellation.
  • Consolidation Ratio: 100 shares of Re. 0.01 each to be consolidated into 1 share of Re. 1 each.
  • Rationale for Consolidation: To restore the face value of each share to Re. 1.
  • Pre and Post Capital Structure:
  • Authorized Capital: Remains unchanged at ₹80,00,00,000.
  • Pre-Reduction (as on 31st March 2026): Issued, subscribed and paid-up capital of ₹29,27,00,534 comprising 29,27,00,534 equity shares of Re. 1 each.
  • Post-Reduction / Pre-Consolidation: Issued, subscribed and paid-up capital of ₹29,27,005 comprising 29,27,00,534 equity shares of Re. 0.01 each.
  • Post-Consolidation: Issued, subscribed and paid-up capital of ₹29,27,005 comprising 29,27,005 equity shares of Re. 1 each.
  • Expected Time of Completion: Conditional upon approval from the National Company Law Tribunal (NCLT).
  • Class of Shares: Equity Shares.
  • Impact on Shareholders: No shareholder will be left without any shares post-consolidation.

Details of Preferential Issue (Annexure II)

  • Securities: 3,00,00,000 (Three Crore) Cash Preferential Equity Shares of face value Re. 1/- each, and 3,00,00,000 (Three Crore) Preferential Warrants. Each warrant carries an option to subscribe to one equity share of face value Re. 1/- each.
  • Type of Issuance: Preferential issue under Sections 42 and 62 of the Companies Act, 2013 read with SEBI ICDR Regulations. It is Part IV of the Scheme and will become effective immediately after Part III (reduction/consolidation) takes effect.
  • Total Issue Size:
  • Equity Shares: 3,00,00,000 shares × Re. 1 = ₹3,00,00,000.
  • Warrants: 3,00,00,000 warrants × Re. 1 = ₹3,00,00,000.
  • 25% of the warrant issue price (₹75,00,000) is payable upfront on allotment.
  • The balance 75% is payable upon exercise of the warrants within an 18-month exercise period.
  • Object of the Issue: Infusion of fresh capital to strengthen the company's financial position, improve net worth, provide a sustainable capital structure, and facilitate future business growth and financing requirements as part of the company's revival plan.

Allottee Details for Preferential Issue (Annexure III)

The preferential issue of 3 crore shares and 3 crore warrants is allocated to 15 allottees across promoter and non-promoter/public categories.

  • Promoter Allottees (Aggregate: 72,00,000 Shares + 72,00,000 Warrants):
  • Sagar Tilokchand Kothari (PAN: ASXPK6584G): 36,00,000 Shares, 36,00,000 Warrants.
  • Trisha Studios Limited (PAN: AACCT9197J, UBO: Tilokchand Manaklal Kothari, PAN: AALPK7074K): 36,00,000 Shares, 36,00,000 Warrants.
  • Non-Promoter/Public Allottees (Aggregate: 2,28,00,000 Shares + 2,28,00,000 Warrants):
  • Kiran Mehta (PAN: AIBPM1007G): 17,50,000 Shares, 17,50,000 Warrants.
  • Rajendra Mehta (PAN: ABMPM0199B): 17,50,000 Shares, 17,50,000 Warrants.
  • Siddharth Pravinchandra Gala (PAN: ALHPG2683H): 12,50,000 Shares, 12,50,000 Warrants.
  • Tarunkumar Manilal Gala (PAN: AEGPG4160B): 12,50,000 Shares, 12,50,000 Warrants.
  • Rajesh Nanji Gala (PAN: AABPG9904C): 6,00,000 Shares, 6,00,000 Warrants.
  • Jyoti Rajesh Gala (PAN: AAFPG6482K): 6,00,000 Shares, 6,00,000 Warrants.
  • Kashish Multi Trade Private Limited (PAN: AACCK7596A, UBO: Mohit Krishan Khadaria, PAN: AOKPK6812L): 25,00,000 Shares, 25,00,000 Warrants.
  • Golden Medows Export Private Limited (PAN: AAACG1342E, UBO: Mohit Krishan Khadaria, PAN: AOKPK6812L): 25,00,000 Shares, 25,00,000 Warrants.
  • Syrupy Trading Private Limited (PAN: AAXCS0795E, UBO: Shrinath Rathi, PAN: AKHPR6209H): 20,00,000 Shares, 20,00,000 Warrants.
  • Divit India Services Private Ltd (PAN: AAECD2640N, UBO: Kalakad Sundaram Sathi, PAN: AOXPS0986A): 44,00,000 Shares, 44,00,000 Warrants.
  • Aman Baheti (PAN: DNNPB4516D): 14,00,000 Shares, 14,00,000 Warrants.
  • Naman Baheti (PAN: DNNPB4534F): 14,00,000 Shares, 14,00,000 Warrants.
  • Premlata Baheti (PAN: ABRPB2592A): 14,00,000 Shares, 14,00,000 Warrants.

Financial and Capital Structure Impact

  • The capital reduction and consolidation will significantly reduce the number of outstanding shares from ~29.27 crore to ~2.93 crore.
  • The preferential issue will result in a cash inflow of at least ₹3.75 crore (₹3 cr from shares + ₹0.75 cr from warrant upfront payment), with a potential additional ₹2.25 crore if all warrants are exercised.
  • The entire scheme is subject to approvals from the NCLT and the shareholders at the upcoming AGM.