Vardhman
VARDHMAN TEXTILES LIMITED
Delivering Excellence. Since 1965.
CHANDIGARH ROAD
LUDHIANA-141010, PUNJAB
T: +91-161-2228943-48
F: +91-161-2601 048
E: [email protected]

Ref. VTL:SCY:MAY:2026-27
Dated:26.05.2026

| BSE Limited,
New Trading Ring,
Rotunda Building, P.J. Towers,
Dalal Street, MUMBAI-400001
Scrip Code: 502986 | The National Stock Exchange of India Ltd,
Exchange Plaza, Bandra-Kurla Complex,
Bandra (East),
MUMBAI-400 051
Scrip Code: VTL |
| --- | --- |

SUB: POSTAL BALLOT NOTICE - DISCLOSURE UNDER REGULATION 30 OF THE SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015

Sir,

Pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find enclosed herewith the Postal Ballot Notice dated May 07, 2026, seeking approval of Members of the Company by way of Ordinary Resolution on the following resolutions through Postal Ballot Process:

1.	To appoint Mrs. Suchita Jain as the Vice-Chairperson and Managing Director of the Company.
2.	To appoint Mr. Neeraj Jain as the Managing Director of the Company.

Postal Ballot Notice is being sent only through electronic mode to the Members whose names appear in the Register of Members / List of Beneficial Owners as received from National Securities Depository Limited and Central Depository Services (India) Limited (CDSL) and whose email ID is registered with the Company/ Depositories, as on Friday, May 22, 2026 (Cut-off Date). The Company has engaged the services of CDSL as the agency for providing remote e-Voting facility. The detailed procedure for remote e-Voting is provided in the Notes to the Notice of the Postal Ballot.

Further, the shareholders who have not registered their email address and in consequence could not receive the Postal Ballot Notice may get their email registered by writing to the Company/ RTA/ Depository Participant (DP) (more specifically detailed in the Notes to the attached Postal Ballot Notice).

Vardhman
VARDHMAN TEXTILES LIMITED
Delivering Excellence. Since 1965.
CHANDIGARH ROAD
LUDHIANA-141010, PUNJAB
T: +91-161-2228943-48
F: +91-161-2601 048
E: [email protected]

The e-voting facility will be available during the following period:

Commencement of voting	Wednesday, May 27, 2026 at 09:00 a.m. IST
End of voting	Thursday, June 25, 2026 at 05:00 p.m. IST

The e-Voting module will be disabled by the Service provider i.e. CDSL after 5:00 P.M. on Thursday, June 25, 2026. The result of the Postal Ballot shall be declared on or before 2 working days from the conclusion of e-Voting process. The Members can vote on resolutions through remote e-Voting facility only. Assent or dissent of the Members on the resolutions mentioned in the Notice would be taken through remote e-Voting system only.

The Postal Ballot Notice is also available on the website of the Company at www.vardhman.com and on the website of CDSL (e-Voting agency) at www.evotingindia.com.

This is for your information and record please.

Thanking you,

Yours faithfully,

FOR VARDHMAN TEXTILES LIMITED

SANJAY
GUPTA
(Sanjay Gupta)
Company Secretary

Vardhman

Vardhman Textiles Limited

CIN: L17111PB1973PLC003345

Registered Office: Chandigarh Road, Ludhiana, Punjab - 141010

Tel. No. 91-161-2228943 Fax No.: 91-161-2601048

Email: [email protected];

Website: www.vardhman.com

NOTICE OF POSTAL BALLOT

(Pursuant to Section 110 of the Companies Act, 2013 read with Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014 and the MCA Circulars as defined below)

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 together 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 ("SS-2") issued by The Institute of Company Secretaries of India, General Circular Nos. 14/2020 dated April 8, 2020, 17/2020 dated April 13, 2020, 3/2022 dated May 5, 2022, 09/2023 dated September 25, 2023, 09/2024 dated September 19, 2024 read with other relevant circulars 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 Textiles Limited ("the Company") by passing resolutions by way of Postal Ballot only by voting through electronic means ("remote e-Voting"). The proposed resolutions 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, is being sent to the Members for their consideration and approval.

The Company will send 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 will not be 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 Thursday, 25th June, 2026, failing which it will be strictly considered that no reply has been received from the Member. Members 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 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.vardhman.com 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 IS AS UNDER:

ITEM NO. 1:

TO APPOINT MRS. SUCHITA JAIN AS THE VICE-CHAIRPERSON AND MANAGING DIRECTOR OF THE COMPANY:

To consider and if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution:-

“RESOLVED THAT pursuant to the provisions of Section 196, 197, 203 read with Schedule V and other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and in terms of Regulation 17(1C) and applicable Regulations of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time, Mrs. Suchita Jain (DIN: 00746471) be and is hereby appointed as the Vice-Chairperson and Managing Director of the Company, liable to retire by rotation, for a term of 5 (five) years starting from 1st April, 2026 to 31st March, 2031.

RESOLVED FURTHER THAT Mrs. Suchita Jain shall be paid remuneration and other perquisites as per terms and conditions as detailed below:-

Sr. No.	REMUNERATION	DETAILS
I.	Basic Salary	Monthly salary within the range of Rs. 13,00,000/- to Rs. 18,00,000/- as may be decided by the Nomination and Remuneration Committee from time to time.

II.	Perquisites*	Perquisites including allowances in such form and to such extent as may be decided by the Nomination and Remuneration Committee subject to a ceiling of annual basic salary. The perquisites may include, but are not limited to, house rent allowance, use of company’s car with driver (for official and personal use), telephone expenses (for official and personal use), medical reimbursement, club fees, personal accident insurance, leave travel concession, gratuity, contribution to Provident Fund and other Schemes and all other benefits as are applicable to senior employees of the Company (including but not limited to leave entitlement, encashment of leave, entitlement to housing and other loans in accordance with schemes of the Company).
III.	Performance Linked Incentives	As may be decided by the Nomination and Remuneration Committee subject to the ceiling of double the annual basic salary.

*The valuation of perquisites will be as per the Income Tax Rules, 1962, as amended from time to time.

*In case of re-appointment, the appointee will be eligible for carry forward of unitized amount of medical expenses entitlement of the current term to the next term subject to a maximum ceiling of six months basic salary.

RESOLVED FURTHER THAT the Board of Directors (which term shall include the Nomination and Remuneration Committee of the Board) be and is hereby authorised to vary the terms and conditions of the said appointment and/or remuneration as it may deem fit and to do all such acts and take all such steps as be deemed necessary, proper or expedient to give effect to this resolution."

ITEM NO. 2:

TO APPOINT MR. NEERAJ JAIN AS THE MANAGING DIRECTOR OF THE COMPANY:

To consider and if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution:-

“RESOLVED THAT pursuant to the provisions of Section 196, 197, 203 read with Schedule V and other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and in terms of Regulation 17(1C) and applicable Regulations of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time, Mr. Neeraj Jain (DIN: 00340459) be and is hereby appointed as Managing Director of the Company, liable to retire by rotation, for a term of 5 (five) years starting from 1st April, 2026 to 31st March, 2031.

RESOLVED FURTHER THAT Mr. Neeraj Jain shall be paid remuneration and other perquisites as per terms and conditions as detailed below:-

Sr. No.	REMUNERATION	DETAILS
I.	Basic Salary	Monthly salary within the range of Rs. 13,00,000/- to Rs. 18,00,000/- as may be decided by the Nomination and Remuneration Committee from time to time.
II.	Perquisites*	Perquisites including allowances in such form and to such extent as may be decided by the Nomination and Remuneration Committee subject to a ceiling of annual basic salary. The perquisites may include, but are not limited to, house rent allowance, use of company’s car with driver (for official and personal use), telephone expenses (for official and personal use), medical reimbursement, club fees, personal accident insurance, leave travel concession, gratuity, contribution to Provident Fund and other Schemes and all other benefits as are applicable to senior employees of the Company (including but not limited to leave entitlement, encashment of leave, entitlement to housing and other loans in accordance with schemes of the Company).
III.	Performance Linked Incentives	As may be decided by the Nomination and Remuneration Committee subject to the ceiling of double the annual basic salary.

*The valuation of perquisites will be as per the Income Tax Rules, 1962, as amended from time to time.

By order of the Board of Directors
For Vardhman Textiles Limited

Place: Ludhiana
Date: 7th May, 2026

Sd/-
(Sanjay Gupta)
Company Secretary
M. No.: FCS 4935

Notes:

The Explanatory Statement for the proposed resolutions pursuant to Section 102 read with Section 110 of the Companies Act, 2013 (the “Act”) and Rule 22 of the Companies (Management and Administration) Rules, 2014, setting out material facts pertaining to the resolutions is annexed hereto and forms part of this Notice.
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, 22nd May, 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.
In terms of the MCA Circulars, since the matters 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.
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.
Members holding shares in physical mode and who have not registered their email addresses can now register the same by writing to the Company with details of folio number and submitting duly filled relevant KYC forms as available on the website of the Company i.e. www.vardhman.com, at [email protected] or to RTA at [email protected]. Members holding shares in demat mode are requested to register/ update their email addresses with the relevant Depository Participant.
The Postal Ballot Notice is also available on the website of the Company at www.vardhman.com. The same can also be accessed from the website of the Stock Exchanges i.e. National Stock Exchange of India Limited and BSE Limited at www.nseindia.com and www.bseindia.com, respectively and on the website of Central Depository Services (India) Limited (e-Voting agency) at www.evotingindia.com.
All the material documents referred to in the explanatory statement, if any, will be available for inspection at the Registered Office of the Company during office hours on all working days from the date of dispatch until the last date for receipt of votes by Postal Ballot/e-voting. Alternately, Members may also send their requests to [email protected] from their registered e-mail addresses mentioning their names, folio numbers, DP ID and Client ID during the voting period of the postal ballot.

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, 22nd May, 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.

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 resolution 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, 22nd May, 2026.
The Board of Directors of the Company in its meeting held on 7th May, 2026 has appointed M/s Khanna Ashwani & Associates, Practicing Company Secretaries as Scrutinizer for conducting the Postal Ballot / e-Voting process in a fair and transparent manner. Mr. Ashwani Kumar Khanna (Certificate of Practice No. 2220), Prop. of the said firm, has given his consent to act as the scrutinizer and would be available for the purpose of ascertaining the requisite majority.
The Scrutinizer will, after the conclusion of remote e-Voting, unblock the votes cast through remote e-Voting in the presence of at least two witnesses not in the employment of the Company and submit his report to the Chairman or any other person authorised by the Board including Company Secretary, who shall countersign the same and declare the result of the voting forthwith. The result of the Postal Ballot shall be declared latest by 05:00 p.m. on Saturday, 27th June, 2026. The last date specified by the Company for e-Voting i.e. Thursday, 25th June, 2026, shall be the date on which the resolutions would be deemed to have been passed, if approved by the requisite majority. The Scrutinizer's decision on the validity of votes cast through Postal Ballot will be final.

The result of the Postal Ballot and Report of Scrutinizer will also be displayed on the website of the Company at www.vardhman.com. The same can also be accessed from the website of the Stock Exchanges i.e. National Stock Exchange of India Limited and BSE Limited at www.nseindia.com and www.bseindia.com, respectively and on the website of CDSL (e-Voting agency) at www.evotingindia.com.

As required by Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014 read with the MCA Circulars and the Listing Regulations, the details pertaining to this Postal Ballot will be published in one National daily newspaper circulating throughout India (in English language) and one daily newspaper published in the language of the region, where registered office of the Company is situated (i.e. in Punjabi language).
Important details regarding the remote e-Voting facility are provided below:

Cut-off date for determining the Members entitled to vote through e-Voting	Friday, 22nd May, 2026
Commencement of voting	Wednesday, 27th May, 2026 at 09:00 a.m. IST
End of voting	Thursday, 25th June, 2026 at 05:00 p.m. IST

The e-Voting module will be disabled by the Service provider i.e. CDSL after 5:00 P.M. on Thursday, 25th June, 2026.

Instructions for voting through remote e-Voting:

In compliance with the provisions of Regulation 44 of the Listing Regulations, Sections 108 and 110 of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014 (as amended), MCA Circulars and Secretarial Standard on General Meeting (SS-2), the Company is providing a facility to all its Members to enable them to cast their vote on the matters listed in this Notice by electronic means (e-Voting). The e-Voting facility is being provided by CDSL.

The dispatch of the Notice shall be deemed to be completed on the day on which the Company sends out the communication for the Postal Ballot process by e-mail to the Members of the Company. The e-Voting period begins at 9.00 A.M. (IST) on Wednesday, 27th May, 2026 and ends at 5.00 P.M. (IST) on Thursday, 25th June, 2026. 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, 22nd May, 2026 may cast their vote electronically. The e-Voting module shall be disabled by CDSL for voting thereafter.

Once the vote on a resolution is casted by the Member, he/she shall not be allowed to change it subsequently or cast the vote again.

The instructions for Members for voting through electronic means are as under:

(a) As per SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020, on e-Voting Facility provided by Listed Entities, “individual shareholders holding shares of the Company in demat mode” can cast their vote, by way of a single login credential, through their demat accounts / websites of Depositories / Depository Participants. Members are advised to update their mobile number and email id in their demat accounts in order to access e-Voting facility. The procedure to login and access remote e-Voting, as devised by the Depositories / Depository Participant(s), is given below:

Option 1 – Login through Depositories

NSDL	CDSL
1. Members who have already registered for IDeAS facility to follow below steps:	1. Members who have already registered for Easi / Easiest to follow below steps:

(i) Go to URL: https://eservices.nsdl.com (ii) Click on the “Beneficial Owner” icon under ‘IDeAS’ section. (iii) A new page will open. Enter the existing User ID and Password. On successful authentication, click on “Access to e-Voting”. (iv) Click on the Company name or e-Voting service provider and you will be re-directed to e-Voting service provider website for casting the vote during the remote e-Voting period.	(i) Go to URL: www.cdslindia.com and then go to Login and select New System Myeasi. (ii) Login with user id and password. (iii) Click on e-Voting. The option will be made available to reach e-Voting page without any further authentication. (iv) Click on the Company name or e-Voting service provider name to cast your vote during the remote e-Voting period.
2. User not registered for IDeAS e-Services: (i) To register click on link: https://eservices.nsdl.com. Select option “Register Online for IDeAS” or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp . (ii) Proceed with completing the required fields.	2. User not registered for Easi/ Easiest: (i) Option to register is available at www.cdslindia.com (ii) Click on login & New System Myeasi Tab and then click on registration option.
3. Users can directly access e-Voting module of NSDL and follow the below process: (i) Go to URL: https://eservices.nsdl.com/SecureWeb /evoting/evotinglogin.jsp (ii) Enter 8-digit DP ID, 8-digit Client Id, PAN No., Verification code and generate OTP. (iii) Enter the OTP received on registered email id/mobile number and click on login. (iv) On successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. (v) Click on the 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.	3. Users can directly access e-Voting module of CDSL and follow the below process: (i) Go to URL: www.cdslindia.com (ii) Click on the icon “E-Voting” (iii) Provide Demat Account Number and PAN No. (iv) System will authenticate user by sending OTP on registered Mobile & Email as recorded in the Demat Account. (v) After successful authentication, the user will be provided links for the respective ESP where the e-Voting is in progress. (vi) Click on the Company name and you will be redirected to e-Voting service provider website for casting your vote during the remote e-Voting period.

(i) Go to URL: https://eservices.nsdl.com (ii) Click on the “Beneficial Owner” icon under ‘IDeAS’ section. (iii) A new page will open. Enter the existing User ID and Password. On successful authentication, click on “Access to e-Voting”. (iv) Click on the Company name or e-Voting service provider and you will be re-directed to e-Voting service provider website for casting the vote during the remote e-Voting period.

(i) Go to URL: www.cdslindia.com and then go to Login and select New System Myeasi. (ii) Login with user id and password. (iii) Click on e-Voting. The option will be made available to reach e-Voting page without any further authentication. (iv) Click on the Company name or e-Voting service provider name to cast your vote during the remote e-Voting period.

2. User not registered for IDeAS e-Services: (i) To register click on link: https://eservices.nsdl.com. Select option “Register Online for IDeAS” or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp . (ii) Proceed with completing the required fields.

2. User not registered for Easi/ Easiest: (i) Option to register is available at www.cdslindia.com (ii) Click on login & New System Myeasi Tab and then click on registration option.

3. Users can directly access e-Voting module of NSDL and follow the below process: (i) Go to URL: https://eservices.nsdl.com/SecureWeb /evoting/evotinglogin.jsp (ii) Enter 8-digit DP ID, 8-digit Client Id, PAN No., Verification code and generate OTP. (iii) Enter the OTP received on registered email id/mobile number and click on login. (iv) On successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. (v) Click on the 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.

3. Users can directly access e-Voting module of CDSL and follow the below process: (i) Go to URL: www.cdslindia.com (ii) Click on the icon “E-Voting” (iii) Provide Demat Account Number and PAN No. (iv) System will authenticate user by sending OTP on registered Mobile & Email as recorded in the Demat Account. (v) After successful authentication, the user will be provided links for the respective ESP where the e-Voting is in progress. (vi) Click on the Company name and you will be redirected to e-Voting service provider website for casting your vote during the remote e-Voting period.

Option 2 - Login through Depository Participants.

You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. Once login,

you will be able to see e-Voting option. Click on e-Voting option and you will be redirected to NSDL/CDSL Depository site after successful authentication. Click on the 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.

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

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 with CDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request at [email protected] or contact at 1800 21 09911.
Individual Shareholders holding securities in Demat mode with NSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request at [email protected] or call at toll free no.: 1800 1020 990 and 1800 22 44 30.

(b) Login method for e-Voting for shareholders other than individual shareholders holding in Demat form and physical shareholders:

(i) The Members should log on to the e-voting website www.evotingindia.com.

(ii) Click on "Shareholders" module.

(iii) 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.

(iv) Next enter the Image Verification as displayed and Click on Login.

(v) 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.

(vi) If you are a first time user follow the steps given below:

	For Shareholders holding shares in Demat Form other than individual and Physical Form

| PAN | Enter your 10 digit alpha-numeric PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders)
Members 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 as mentioned in instruction (iii). |

(vii) After entering these details appropriately, click on “SUBMIT” tab.

(viii) Members holding shares in physical form will then directly reach the Company selection screen. However, members 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.

(ix) For members holding shares in physical form, the details can be used only for e-Voting on the resolution contained in this Notice.

(x) Click on the EVSN: 260521007 for on which you choose to vote.

(xi) 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.

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

(xiii) 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.

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

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

(xvi) 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.

(xvii) Additional facility for Non-Individual Shareholders and Custodians – Remote e-Voting only:

Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodian 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 [email protected].
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.
The list of accounts linked in the login will be mapped automatically & can be delink in case of any wrong mapping.
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 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; [email protected], 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 ADDRESSES/ MOBILE NO. ARE NOT REGISTERED WITH THE COMPANY/ DEPOSITORIES:

a) 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) and duly filled relevant KYC forms by email to [email protected] / [email protected].

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

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

If you have any queries or issues regarding e-Voting from the CDSL e-Voting System, you may write an email to [email protected] or contact 1800 21 09911.

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By order of the Board of Directors
For Vardhman Textiles Limited

Place: Ludhiana
Date: 7th May, 2026

Sd/-
(Sanjay Gupta)
Company Secretary
M. No.: FCS 4935

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013 FORMING PART OF THE NOTICE

ITEM NO. 1:

The Board of Directors vide its resolution dated 25th May, 2021 had re-appointed Mrs. Suchita Jain as the Vice-Chairperson & Joint Managing Director of the Company for a term of 5 (five) years starting from 24th August, 2021 to 23rd August, 2026. Her appointment was approved by the Members in their Annual General Meeting held on 28th September, 2021.

Mrs. Suchita Jain holds a degree in Master's in Commerce from Panjab University, Chandigarh and has also completed Accelerated Development & Strategy Programme from London Business School (U.K.) and Leadership Development Programme from INSEAD, Paris. She has over 33 years of experience in the Textile Industry and has played an instrumental role in establishing fabric manufacturing (both grey and processed) of the Company. Considering her experience and overall performance, and based on the recommendations of the Nomination & Remuneration Committee, the Board of Directors of your Company vide its resolution dated 7th May, 2026, has appointed Mrs. Suchita Jain as the Vice-Chairperson and Managing Director of the Company for a term of 5 years w.e.f. 1st April, 2026 to 31st March, 2031. The terms and conditions of the remuneration proposed to be paid to her are detailed in the resolution. The proposed remuneration is commensurate with the size and complexity of the business.

Mrs. Jain has confirmed that she satisfies all the conditions set out in Section 196(3) and Part-I of Schedule V of the Companies Act, 2013. She has also confirmed that she is not debarred from holding the office of Director by virtue of any Order of SEBI or other regulatory authority.

In compliance with the provisions of Sections 196, 197, 203 and other applicable provisions read with Schedule V to the Act and Regulation 17 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations), the appointment of Mrs. Suchita Jain is now being placed before the Members for their approval by way of an Ordinary Resolution. Accordingly, your approval is solicited.

Details of Mrs. Suchita Jain pursuant to the provisions of Listing Regulations and Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India, are provided in the "Annexure" to this Postal Ballot Notice.

The Board recommends the Ordinary Resolution as set out at Item No. 1 of the Notice for approval by the Members.

Memorandum of Interest:

Except Mrs. Suchita Jain, being the appointee, Mr. S.P. Oswal, Mr. Sachit Jain, Mrs. Soumya Jain and Mrs. Sagrika Vir, being appointee's relative, none of the Directors/ Key Managerial Personnel of the Company/ their relatives are concerned or interested, financially or otherwise, in the resolution set out at Item No. 1.

ITEM NO. 2:

The Board of Directors vide its resolution dated 24th January, 2024 had re-appointed Mr. Neeraj Jain as Joint Managing Director of the Company for a term of 5 (five) years starting from 1st April, 2024 to 31st March, 2029. His appointment was approved by the Members through Postal Ballot ended on 10th March, 2024.

Mr. Neeraj Jain holds a Bachelor’s degree in Commerce and is a qualified Chartered Accountant. He is also an alumnus of Harvard and has attended the Program for Leadership Development at Harvard Business School. With more than 35 years of experience in finance and the yarn business within the group, Mr. Jain plays a pivotal role in steering the Company’s yarn business growth. Considering his experience and overall performance, and based on the recommendations of the Nomination and Remuneration Committee, the Board of Directors of your Company vide its resolution dated 7th May, 2026, has appointed Mr. Neeraj Jain as the Managing Director of the Company for a term of 5 years w.e.f. 1st April, 2026 to 31st March, 2031. The terms and conditions of the remuneration proposed to be paid to him are detailed in the resolution. The proposed remuneration is commensurate with the size and complexity of the business.

Mr. Jain has confirmed that he satisfies all the conditions set out in Section 196(3) and Part-I of Schedule V of the Companies Act, 2013. He has also confirmed that he is not debarred from holding the office of Director by virtue of any Order of SEBI or other regulatory authority.

In compliance with the provisions of Sections 196, 197, 203 and other applicable provisions read with Schedule V to the Act and Regulation 17 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations), the appointment of Mr. Neeraj Jain is now being placed before the Members for their approval by way of an Ordinary Resolution. Accordingly, your approval is solicited.

Details of Mr. Neeraj Jain pursuant to the provisions of Listing Regulations and Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India, are provided in the “Annexure” to this Postal Ballot Notice.

The Board recommends the Ordinary Resolution as set out at Item No. 2 of the Notice for approval by the Members.

Memorandum of Interest:

Except Mr. Neeraj Jain, being the appointee, none of the Directors/ Key Managerial Personnel of the Company/ their relatives are concerned or interested, financially or otherwise, in the resolution set out at Item No. 2.

"Annexure"

Information pursuant to Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard on General Meetings (SS-2), regarding the Directors seeking appointment.

Name of the Director	Mrs. Suchita Jain	Mr. Neeraj Jain
Date of Birth	20.03.1968	09.10.1967
Age (in years)	58	58
Date of First Appointment	29.01.2010	31.03.2010
Number of Meetings of the Board attended	5	4
Expertise in specific functional area	Business Executive having experience of more than 33 years in Textile Industry.	Business Executive having experience of more than 35 years in Textile Industry.
Qualification	M.Com	B.Com, Chartered Accountant
Directorships in Other Companies as on the date of this Notice	LISTED COMPANIES:
• Vardhman Special Steels Limited
• Vardhman Holdings Limited
• Vardhman Acrylics Limited

UNLISTED COMPANIES:
• VTL Investments Limited
• Santon Finance and Investment Company Limited
• Flamingo Finance and Investment Company Limited
• Ramaniya Finance and Investment Company Limited
• Mahavir Spinning Mills Private Limited
• Devaker Investment and Trading Company Private Limited | LISTED COMPANIES:
Nil

UNLISTED COMPANIES:
• Vardhman Apparels Limited
• Vardhman Textile Components Limited
• Vardhman Spinning and General Mills Limited
• Oswal Castings Private Limited
• The Cotton Textiles Export Promotion Council |
| Chairman/Member of Committees of Other Listed Companies as on date of this Notice | LISTED COMPANIES:
Vardhman Holdings Limited:
• Corporate Social Responsibility Committee (Chairperson)

UNLISTED COMPANIES:
Santon Finance and Investment Company Limited:
• Corporate Social Responsibility | Nil |

| | Committee (Member)
• Audit Committee (Member)
Flamingo Finance and Investment Company Limited
and
Ramaniya Finance and Investment Company Limited:
• Nomination and Remuneration Committee (Member)
• Corporate Social Responsibility Committee (Member)
• Audit Committee (Member)
• Risk Management Committee (Member)
• Asset Liability Management Committee (Member)

VTL Investments Limited:
• Nomination and Remuneration Committee (Chairperson)
• Corporate Social Responsibility Committee (Chairperson)
• Audit Committee (Chairperson)
• Risk Management Committee (Chairperson)
• Asset Liability Management Committee (Chairperson) | |
| --- | --- | --- |
| Listed entity from which the Director resigned in last 3 years | Nil | Nil |
| Skills and capabilities required by Independent Directors for the role and manner in which such requirements are met. | Not Applicable | Not Applicable |
| Shareholding in the Company | 12,22,120 | 2,300 |
| Last drawn remuneration (2025-26) | Rs. 3.52 crore | Rs. 3.87 crore |
| Relationship with other Director(s)/ KMP | Mr. S.P. Oswal is father,
Mr. Sachit Jain is husband,
Mrs. Sagrika Vir and
Mrs. Soumya Jain are daughters of
Mrs. Suchita Jain. | Not related to any Director/KMP. |

AI assistant

Vardhman Textiles Limted Proxy Solicitation & Information Statement 2026

64020_rns_2026-05-26_f3e2843f-f09b-413a-98d5-0701b70b6c69.pdf

SUB: POSTAL BALLOT NOTICE - DISCLOSURE UNDER REGULATION 30 OF THE SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015

NOTICE OF POSTAL BALLOT

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

ITEM NO. 1:

TO APPOINT MRS. SUCHITA JAIN AS THE VICE-CHAIRPERSON AND MANAGING DIRECTOR OF THE COMPANY:

Notes:

Option 2 - Login through Depository Participants.

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013 FORMING PART OF THE NOTICE

ITEM NO. 1:

Memorandum of Interest:

ITEM NO. 2:

Memorandum of Interest:

AI assistant

Vardhman Textiles Limted — Proxy Solicitation & Information Statement 2026

64020_rns_2026-05-26_f3e2843f-f09b-413a-98d5-0701b70b6c69.pdf

SUB: POSTAL BALLOT NOTICE - DISCLOSURE UNDER REGULATION 30 OF THE SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015

NOTICE OF POSTAL BALLOT

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

ITEM NO. 1:

TO APPOINT MRS. SUCHITA JAIN AS THE VICE-CHAIRPERSON AND MANAGING DIRECTOR OF THE COMPANY:

Notes:

Option 2 - Login through Depository Participants.

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013 FORMING PART OF THE NOTICE

ITEM NO. 1:

Memorandum of Interest:

ITEM NO. 2:

Memorandum of Interest:

More from Vardhman Textiles Limted

Vardhman Textiles Limted Proxy Solicitation & Information Statement 2026