Vardhman Polytex Ltd. — Proxy Solicitation & Information Statement 2026

Jan 22, 2026

Ajay Digitally signed by Kumar Ajay Kumar Ratra Date: 2026.01.22 Ratra 17:07:58 +05'30'

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Vardhman Polytex Limited

Registered Office: Vardhman Park, Chandigarh Road, Ludhiana- 141123 (PB) Ph. No. 0161-6629888, Email Id: secretarial@vpl.in Website: www.vpl.in CIN: L17122PB1980PLC004242

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NOTICE OF POSTAL BALLOT

[Pursuant to Section 110 of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014]

Dear Member(s),

NOTICE is hereby given pursuant to the provisions of Section 110 and other applicable provisions, if any, of the Companies Act, 2013 ("the Act") read with Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014 ("the Rules"), including any statutory modification(s) or re-enactment thereof for the time being in force and any other applicable provisions of the Act and the Rules made thereunder, Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“ the Listing Regulations ”), Secretarial Standard on General Meetings (“SS2”), General Circular Nos. 14/2020 dated April 8, 2020, 17/2020 dated April 13, 2020, 3/2022 dated May 5, 2022 and General Circular No. 09/2023 dated September 25, 2023 read with other relevant circulars in this context and General Circular No. 03/2025 dated September 22, 2025 issued by the Ministry of Corporate Affairs (“MCA Circulars”) and any other applicable laws and regulations, to transact the following proposed Special Business by the Members of Vardhman Polytex Limited (“the Company”) by passing resolutions by way of Postal Ballot only by voting through electronic means (“remote e-Voting”) . The proposed resolution(s) as set out below, along with the Explanatory Statement pursuant to Sections 102 and 110 of the Act setting out material facts in relation to the proposed resolutions, are being sent to the Members for their consideration and approval.

The Company has sent this Postal Ballot Notice by e-mail to all its Members who have registered their email addresses with the Company/RTA or Depository/ Depository Participants (“DP”) and the communication of assent/ dissent of the Members will only take place through the remote e-Voting system. This Postal Ballot Notice is accordingly being initiated in compliance with the MCA Circulars.

In compliance with the requirements of the MCA Circulars, hard copies of Postal Ballot Notice along with Postal Ballot Forms and pre-paid business envelope has not been sent to the Members for this Postal Ballot. The Company is providing remote e-Voting facility for the Postal Ballot as an alternate, which would enable the Members to cast their votes electronically, instead of casting their votes and dispatching Postal Ballot forms physically.

You are requested to peruse the proposed resolutions set out below along with the Explanatory Statement and thereafter record your assent or dissent by means of remote e-Voting facility provided by the Company not later than 5:00 P.M. (IST) on Sunday, 22[nd] February, 2026 , failing which it will be strictly considered that no reply has been received from the Member. Members

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desiring to exercise their votes are requested to carefully read the instructions in the Notes under the section “Instructions for voting through remote e-Voting” .

The results of voting by means of Postal Ballot through remote e-Voting shall be declared at the registered office of the company on or before 2 working days from the conclusion of e-Voting process and will be displayed along with the Scrutinizer's Report at the Company’s website www.vpl.in and on the website of Central Depository Services (India) Limited (“CDSL”) , who will provide the platform for remote e-Voting, and will also be communicated to the Stock Exchanges where the shares of the Company are listed.

ITEMS OF SPECIAL BUSINESS REQUIRING CONSENT OF SHAREHOLDERS THROUGH POSTAL BALLOT ARE AS UNDER:

SPECIAL BUSINESS:

1. TO CONSIDER AND APPOINT MR. SHUBHAM JAIN (DIN: 11397574) AS INDEPENDENT DIRECTOR

To consider and if thought fit to pass with or without modification(s), the following resolution as a ‘Special Resolution’ :

“RESOLVED THAT pursuant to the provisions of Section 149, 152 and other applicable provisions of the Companies Act, 2013 and rules made thereunder, read with Schedule IV of the Companies Act, 2013 and Regulations 16, 17 & 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or re-enactment thereof, for the time being in force), Mr. Shubham Jain (DIN: 11397574), who was appointed as Additional Director (Non-Executive Independent Director) of the company w.e.f. 03 December, 2025 and in respect of whom the company has received a notice in writing from a member proposing his candidature for office of director, be and is hereby appointed as an Independent Director of the Company, not liable to retire by rotation under section 152 of the Companies Act, 2013, for a term of 5 years starting from 03 December, 2025.

RESOLVED FURTHER THAT Mr. Adish Oswal, Chairman & Managing Director and Mr. Ajay K. Ratra, Company Secretary be and are hereby severally authorized to sign and submit the required ROC/MCA forms and to do all acts, deeds and things, as may be required and take all such steps as may be necessary, proper or expedient to give effect to this resolution. ”

By Order of the Board Sd/Ajay K. Ratra

Date: 19.01.2026 Company Secretary Place: Ludhiana FCS: 4681

NOTES:

1. Explanatory Statement pursuant to Section 102 read with Section 110 of the Companies Act, 2013 and rule 22 of Companies (Management and Administration) Rules, 2014 setting out material facts pertaining to the resolution is annexed and forms part of the Notice.

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2. In support of the Green Initiative and in accordance with the MCA Circulars, the Company has sent this Postal Ballot Notice through e-mail to all the Members of the Company whose names appear in the Register of Members/ List of Beneficial Owners as received from the National Securities Depository Limited (“NSDL”) / Central Depository Services (India) Limited (“CDSL”) , (collectively referred as “Depositories” ), as on Friday, 16[th] January, 2026 (the “Cut-off Date”) and who have registered their e-mail addresses in respect of electronic holdings with the Depository through the concerned Depository Participants (“DP” ) and in respect of physical holdings with the Company’s Registrar and Share Transfer Agent, M/s Alankit Assignments Limited (“RTA”) or the Company.

3. In terms of the MCA Circulars, since the matter as proposed in the Postal Ballot Notice shall be passed by the Members of the Company through remote e-Voting only, therefore, the vote in this Postal Ballot cannot be exercised through proxy.

4. In terms of the MCA Circulars, the Company will send this Postal Ballot Notice in electronic form only and the hard copy of this Notice along with postal ballot forms and pre-paid business envelope will not be sent to the Members for this Postal Ballot in accordance with the requirements specified under the MCA Circulars. Accordingly, the communication of the assent or dissent of the Members would take place through remote e-Voting only.

5. The copies of relevant documents are open for inspection at the Registered Office of the Company on all working day between 10.30 A.M. to 12.30 P.M. upto the last date for receipts of votes by Postal Ballot. Alternatively, Members may also send their requests to secretarial@vpl.in from their registered e-mail addresses mentioning their names, folio numbers, DP ID and Client ID during the voting period of the Postal Ballot.

6. Members holding shares in the same/identical name(s) under different folios are requested to apply for consolidation of such folios and send relevant share certificates to the Company/RTA of the Company.

7. The Notice of Postal Ballot can also be accessed from the website of the company at www.vpl.in and from Stock Exchanges at www.bseindia.com and www.nseindia.com. The Notice is also disseminated on the website of CDSL at www.evotingindia.com

8. M/s Khanna Ashwani & Associates, Company Secretaries, has been appointed as scrutinizer to scrutinize the evoting process. The results of voting by Postal Ballot alongwith Scrutinizer’s Report shall be declared at registered office of the company on or before 2 working days from the conclusion of e-Voting. The last date specified by the Company for e-Voting i.e. Sunday, 22[nd ] February, 2026, shall be the date on which the resolutions would be deemed to have been passed, if approved by the requisite majority.

9. Person, whose name is recorded in the Register of Members or in the Register of Beneficial Owners maintained by the Depositories as on the Cut-off Date i.e., Friday, 16[th] January, 2026 shall be entitled to avail the facility of remote e-Voting. A person who is not a Member as on the Cut-off date should treat this notice for information purpose only.

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It is, however, clarified that all Members of the Company as on the Cut-off Date, including those Members who may not have received this Notice due to non-registration of their e-mail IDs with the Company/RTA/ Depositories, shall be entitled to vote in relation to the resolutions specified in this Notice in accordance with the process specified hereinafter in this Notice.

The voting rights of the Members shall be in proportion to their share in the paid-up equity share capital of the Company as on the Cut-off Date i.e., Friday, 16[th] January, 2026.

10. Voting Instructions :

• a) Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 (as amended), and other MCA Circulars, the Company is providing facility of remote e-voting to its Members in respect of the businesses as stated in this Notice. For this purpose, the Company has entered into an agreement with Central Depository Services (India) Limited (CDSL) for facilitating voting through electronic means, as the authorized e-Voting’s agency. The facility of casting votes by a member using remote e-voting will be provided by CDSL.

THE INSTRUCTIONS OF SHAREHOLDERS FOR REMOTE E-VOTING ARE AS UNDER:

• i) The voting period begins on Saturday, 24[th] January, 2026 (09:00 A.M.) and ends on Sunday, 22[nd] February, 2026 (05:00 P.M.). During this period shareholders’ of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date i.e., Friday, 16[th] January, 2026 may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.

• ii) Pursuant to SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated 09.12.2020, under Regulation 44 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, listed entities are required to provide remote e-voting facility to its shareholders, in respect of all shareholders’ resolutions.

Currently, there are multiple e-voting service providers (ESPs) providing e-voting facility to listed entities in India. This necessitates registration on various ESPs and maintenance of multiple user IDs and passwords by the shareholders.

In order to increase the efficiency of the voting process, pursuant to a public consultation, it has been decided to enable e-voting to all the demat account holders , by way of a single login credential, through their demat accounts/ websites of Depositories/ Depository Participants . Demat account holders would be able to cast their vote without having to register again with the ESPs, thereby, not only facilitating seamless authentication but also enhancing ease and convenience of participating in e-voting process.

- Step 1 : Access through Depositories CDSL/NSDL e Voting system in case of individual shareholders holding shares in demat mode.

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iii) In terms of SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020

on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

Pursuant to above said SEBI Circular, Login method for e-Voting for Individual shareholders holding securities in Demat mode CDSL/NSDL is given below:

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Type of shareholders Login Method
1) Users who have opted for CDSL Easi / Easiest facility, can login through their
existing user id and password. Option will be made available to reach e-
Individual Shareholders
Voting page without any further authentication. The users to login to Easi /
holding securities in
Easiest are requested to visit cdsl website www.cdslindia.com and click on
Demat mode with CDSL
login icon & My Easi New (Token) Tab.
Depository
2) After successful login the Easi / Easiest user will be able to see the e-Voting
option for eligible companies where the evoting is in progress as per the
information provided by company. On clicking the evoting option, the user
will be able to see e-Voting page of the e-Voting service provider for casting
your vote during the remote e-Voting period or joining virtual meeting &
voting during the meeting. Additionally, there is also links provided to
access the system of all e-Voting Service Providers, so that the user can visit
the e-Voting service providers’ website directly.
3) If the user is not registered for Easi/Easiest, option to register is available at
cdsl website www.cdslindia.com and click on login & My Easi New (Token)
Tab and then click on registration option.
4) Alternatively, the user can directly access e-Voting page by providing Demat
Account Number and PAN No. from a e-Voting link available on
www.cdslindia.com home page. The system will authenticate the user by
sending OTP on registered Mobile & Email as recorded in the Demat
Account. After successful authentication, user will be able to see the e-
Voting option where the evoting is in progress and also able to directly
access the system of all e-Voting Service Providers.
1) If you are already registered for NSDL IDeAS facility, please visit the e-
Services website of NSDL. Open web browser by typing the following URL:
Individual Shareholders
https://eservices.nsdl.com either on a Personal Computer or on a mobile.
holding securities in
Once the home page of e-Services is launched, click on the “Beneficial
demat mode with NSDL
Owner” icon under “Login” which is available under ‘IDeAS’ section. A new
Depository
screen will open. You will have to enter your User ID and Password. After
successful authentication, you will be able to see e-Voting services. Click on
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• “Access to e-Voting” under e-Voting services and you will be able to see e- Voting page. Click on company name or e-Voting service provider name and you will be re-directed to e-Voting service provider website for casting your vote during the remote e-Voting period.

• 2) If the user is not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl.com. Select “Register Online for IDeAS “Portal or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp

• 3) Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider name and you will be redirected to e-Voting service provider website for casting your vote during the remote e-Voting period.

• 4) For OTP based login you can click on https://eservices.nsdl.com/SecureWeb/evoting/evotinglogin.jsp. You will have to enter your 8-digit DP ID, 8-digit Client Id, PAN No., Verification code and generate OTP. Enter the OTP received on registered email id/mobile number and click on login. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider name and you will be re-directed to e-Voting service provider website for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.

• Individual Shareholders You can also login using the login credentials of your demat account through your (holding securities in Depository Participant registered with NSDL/CDSL for e-Voting facility. After demat mode) login Successful login, you will be able to see e-Voting option. Once you click on e-Voting through their option, you will be redirected to NSDL/CDSL Depository site after successful Depository Participants authentication, wherein you can see e-Voting feature. Click on company name or e- (DP) Voting service provider name and you will be redirected to e-Voting service provider website for casting your vote during the remote e-Voting period.

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

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Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. CDSL and NSDL

Login type		Helpdesk details
Individual Shareholders holding securities in Demat mode withCDSL		Members facing any technical issue in login can contact CDSL helpdesk by sending a request at helpdesk.evoting@cdslindia.com or contact at toll free no. 1800 21 09911
Individual Shareholders holding securities in Demat mode withNSDL		Members facing any technical issue in login can contact NSDL helpdesk by sending a request at evoting@nsdl.co.in or call at toll free no.: 022 - 4886 7000 and 022 - 2499 7000

- Step 2 : Access through CDSL e Voting system in case of shareholders holding shares in physical mode and non-individual shareholders in demat mode.

• iv) Login method for Remote e-Voting for Physical shareholders and shareholders other than individual holding in Demat form.

• 1) The shareholders should log on to the e-voting website www.evotingindia.com.

• 2) Click on “Shareholders” module.

• 3) Now enter your User ID

  • a. For CDSL: 16 digits beneficiary ID,

  • b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,

  • c. Shareholders holding shares in Physical Form should enter Folio Number registered with the Company.

• 4) Next enter the Image Verification as displayed and Click on Login.

• 5) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier e-voting of any company, then your existing password is to be used.

• 6) If you are a first-time user follow the steps given below:

	For Physical shareholders and other than individual shareholders holding shares in Demat.
PAN	Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders)  Shareholders who have not updated their PAN with the Company/Depository Participant are requested to use the sequence number sent by Company/RTA or contact Company/RTA.
Dividend Bank Details OR Date of Birth (DOB)	Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your demat account or in the company records in order to login.  If both the details are not recorded with the depository or company, please enter the member id / folio number in the Dividend Bank details field.

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• v) After entering these details appropriately, click on “SUBMIT” tab.

• vi) Shareholders holding shares in physical form will then directly reach the Company selection screen. However, shareholders holding shares in demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

• vii) For shareholders holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.

viii) Click on the EVSN: 260119001 f or Vardhman Polytex Limited.

• ix) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.

• x) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.

• xi) After selecting the resolution, you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.

• xii) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.

• xiii) You can also take a print of the votes cast by clicking on “Click here to print” option on the Voting page.

• xiv) If a demat account holder has forgotten the login password then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.

• xv) There is also an optional provision to upload BR/POA if any uploaded, which will be made available to scrutinizer for verification.

• xvi) Additional Facility for Non – Individual Shareholders and Custodians –For Remote Voting only.

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• Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are required to log on to www.evotingindia.com and register themselves in the “Corporates” module.

• A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to helpdesk.evoting@cdslindia.com.

• After receiving the login details a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on.

• The list of accounts linked in the login will be mapped automatically & can be delink in case of any wrong mapping.

• It is Mandatory that, a scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.

• Alternatively, Non Individual shareholders are required mandatory to send the relevant Board Resolution/ Authority letter etc. together with attested specimen signature of the duly authorized signatory who are authorized to vote, to the Scrutinizer and to the Company at the email address viz; secretarial@vpl.in, if they have voted from individual tab & not uploaded same in the CDSL e-voting system for the scrutinizer to verify the same.

PROCESS FOR THOSE SHAREHOLDERS WHOSE EMAIL/ MOBILE NUMBERS ARE NOT REGISTERED WITH THE COMPANY/ DEPOSITORIES:

1. For Physical shareholders- please provide necessary details like Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) by email to Company/RTA email id .

2. For Demat shareholders- Please update your email id & mobile no. with your respective Depository Participant (DP)

3. For Individual Demat shareholders– Please update your email id & mobile no. with your respective Depository Participant (DP) which is mandatory while e-Voting & joining virtual meetings through Depository.

If you have any queries or issues regarding e-Voting from the CDSL e-Voting System, you can write an email to helpdesk.evoting@cdslindia.com or contact at toll free no. 1800 21 09911

All grievances connected with the facility for voting by electronic means may be addressed to Mr. Rakesh Dalvi, Sr. Manager, Central Depository Services (India) Limited, A Wing, 25th Floor, Marathon Futurex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (East), Mumbai - 400013 or send an email to helpdesk.evoting@cdslindia.com or call at toll free no. 1800 22 55 33.

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EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013:

ITEM NO. 1

On recommendation of the Nomination and Remuneration Committee, Board of directors has appointed Mr. Shubham Jain (DIN: 11397574) as Additional Director under category of Independent Director of the company by Board on 03 December 2025. Consent for appointment alongwith declaration of independence from Mr. Shubham Jain has been received in accordance with the provisions of Companies Act, 2013 and SEBI (LODR), Regulations, 2015 and the Company has also received a notice in writing from a member proposing his candidature for office of director. He also declared that he is not debarred to act as a director by SEBI or any other competent authority. In the opinion of the board, he fulfils the conditions specified in the Companies Act, 2013. He will be paid sitting fees for attending the Board/Committee Meetings, as applicable to other Independent Directors of the Company.

Mr. Jain is an Advocate. He has rich experience of more than 10 years in the field of Direct and Indirect Taxation and has worked across a wide range of industries.

Pursuant to the SEBI (LODR) Regulations, 2015, approval of shareholders shall be obtained within 3 months from the date of appointment by Board. Accordingly, the board hereby recommends the said resolution for the approval of members.

Except Mr. Shubham Jain, being the appointee, none of the Directors or KMP of the Company or their relatives is concerned or interested in the said resolution.

The Board recommends the Special Resolution as set forth in Item No. 1 for the approval of the members.

ADDITIONAL INFORMATION REQUIRED TO BE FURNISHED PURSUANT TO SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015 AND SECRETARIAL STANDARD-2:

As required pursuant to Regulation 36 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and clause 1.2.5 of Secretarial Standard on General Meetings the particulars of Directors who are proposed to be appointed or reappointed are given below:

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Name of Director Mr. Shubham Jain
DIN 11397574
Date of Birth/ Age 23 [rd] October, 1990
Date of First Appointment at Board 03 [rd] December, 2025
Appointment/Re-appointment Appointment
No. of equity shares held in VPL NIL
Qualification LLB and MCA
Board Meetings attended during the year 1
Directorship of other companies as on date NIL
Chairmanship /Membership of Committees of NIL
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other Companies as on date
Relationship with other Directors, Manager and KMP	No relationship with other Directors, Manager and KMP
Terms & conditions of appointment and reappointment along with details of remuneration sought to be paid and remuneration last drawn by such person.	As per Nomination and Remuneration Policy of the company, being non-executive director, he is not drawing any remuneration from the company. However, sitting fees will be paid for attending the meetings.
Listed Entities from which he has resigned in the last 3 years	NIL
Expertise in specific functional area and Skills & capabilities required for the role and the manner in which the proposed person meets such requirement	Mr. Shubham Jain is an Advocate. He is having a rich experience of more than 10 years in the field of Direct and Indirect Taxation and has worked across wide range of Industries.

By Order of the Board Sd/Ajay K. Ratra

Date: 19.01.2026 Company Secretary Place: Ludhiana FCS: 4681

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