Visagar Polytex Ltd - Capital/Financing Update 2025

6[th] February, 2025

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The Manager BSE Limited Corporate Relationship Department 1[st] Floor, New Trading Ring, Rotunda Building, P.J Towers, Dalal Street, Fort, Mumbai -400001

The National Stock Exchange of India Limited Exchange Plaza, Plot No. C/1, G Block, Bandra Kurla Complex, Bandra (E), Mumbai – 400 051

ISIN Code- INE370E01029

BSE Scrip ID – VIVIDHA BSE Scrip Code - 506146

Sub: Outcome of Board Meeting - Intimation under Regulations 30 and 33and other applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (the “Listing Regulations”)

Dear Sir/Madam,

With reference to our letter dated January 30, 2025, we wish to inform you that the Board of Directors of Visagar Polytex Limited (the “Company”), at its meeting held today i.e. on February 06, 2025, has approved, inter alia, the following:

a. Approval of draft Scheme of Arrangement to write off the accumulated losses of the Company in full or such extent as may be possible. In-order to re-align the relation between the capital and assets, and to present a more accurate and fair view of the Company's financial position by aligning its capital structure with its assets and liabilities, the Board of directors has decided to write –off part of the accumulated losses to the tune against corresponding reduction in the issued, subscribed and paid-up share capital of the Company by virtue of Article 52 of the Articles of Association of the Company and in accordance with section 66 of the Companies Act, 2013.
b. The issued, subscribed and paid-up share capital of the Company will be reduced as per the scheme in order to write off its maximum Accumulated Losses against such reduction of share capital. Accordingly, the total paid up share capital of the Company will be reduced from Rs. 29,27,00,534 divided into 29,27,00,534 Equity Shares of Re. 1 each to Rs. 87,81,016. On reduction of share capital, face value of the Equity Shares of the Company will stand reduced as per the Scheme.
c. Subsequently to maintain the face value of Equity Shares at Re. 1 (Rupee one only) per share, it is proposed that post-reduction, 100 Equity Shares having face value of Re. 0.03 (Rupees zero and paise three only) per share will be consolidated into 3 Equity Shares having face value of Re. 1 (Rupee One only) per share. 10. Accordingly, on consolidation of face value of shares, the issued, subscribed and paid-up share capital of the Company will be Rs. 87,81,016 (Rupees Eighty-Seven Lakhs Eighty-One Thousand and Sixteen

Company Name: Visagar Polytex Limited CIN : L65990MH1983PLC030215 Registered Office : 907/908, Dev Plaza, S. V. Road, Opp. Andheri Fire Station, Andheri (W), Mumbai, Maharashtra, 400058 Email ID: [email protected] Website : www.visagarpolytex.in Telephone No .: 022 46037495

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only) divided into 87,81,016 (Eighty-Seven Lakhs Eighty-One Thousand and Sixteen) Equity Shares of Re. 1 each, fully paid.

The share capital of the Company before and after reduction of the capital is as under:

Date	Pre-Scheme (Equity Share of Re. 1/- each)*	Pre-Scheme (Equity Share of Re. 1/- each)*	Post Scheme (Equity Share of Re. 1/- each)	Post Scheme (Equity Share of Re. 1/- each)

Holding by	No. of Equity Shares	% to Total (rounded off)	No. of Equity Shares	% to Total (rounded off)
Promoter	1,64,88,533	6	4,94,656	6
Non-Promoter	27,62,12,001	94	82,86,360	94
Total	29,27,00,534	100	87,81,016	100

*As on the quarter ended December 31, 2024.

The proposed reduction of share capital shall be subject to the approval of the Stock Exchange, SEBI, Shareholders of the Company, NCLT as may be required.

The relevant documents for obtaining the approval under regulation 37 of the SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015, will be submitted to stock exchange and other concerned authorities in due course.

Further, upon consolidation and issuance of the Equity Shares of the Company as mentioned aforesaid, the board of directors propose to issue 3,00,00,000 (Three Crores only) fully paid-up Equity Shares of face value Re. 1 (Rupee one only) each to the Persons named in list set out in Annexure-I ; and 25,00,00,000 (Twenty-Five Crores only) share warrants each convertible into 1 (one) Equity Share of face value Re. 1 (Rupee one only) each to Persons named in list set out in Annexure-II ; under the same Scheme of Arrangement on Preferential basis (“Preferential Issue”), subject to the approval of shareholders and requisite regulatory / statutory authorities and in accordance with provisions of the Chapter V of the SEBI ICDR Regulations, the Companies Act, 2013 and other applicable laws, as amended from time to time.

3. Unaudited Financial Results of the Company for the quarter and nine months ended December 31, 2024.

4. Appointment of Mrs. Neelam Raj as Company Secretary and Compliance Officer (Key Managerial Personnel) with effect from February 6, 2025. Mrs. Neelam has an experience of around 4 years in corporate secretarial field. Mrs. Neelam is an associate member of the Institute of Company Secretaries of India and holds a degree of M. Com (Business Administrative) from UCCMS, Udaipur.

In this regard, please find enclosed herewith:

i. Unaudited Financial Results
ii.
Limited Review Report on unaudited Financial Results;

Company Name: Visagar Polytex Limited CIN : L65990MH1983PLC030215

Registered Office : 907/908, Dev Plaza, S. V. Road, Opp. Andheri Fire Station, Andheri (W), Mumbai, Maharashtra, 400058 Email ID: [email protected] Website : www.visagarpolytex.in Telephone No .: 022 46037495

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The details pursuant to Regulation 30 of the SEBI Listing Regulations read with SEBI Circular No. SEBI/HO/CFD/CFD-PoD-1/P/CIR/2023/123 dated July 13, 2023, are enclosed as Annexure A and Annexure B to this letter.

The meeting commenced at 11.00 am and concluded at 02:50 pm.

Kindly take the same on your record and oblige. Thanking You,

Yours Faithfully,

FOR VISAGAR POLYTEX LIMITED

TILOKCHAND Digitally signed by TILOKCHAND MANAKLAL MANAKLAL KOTHARI KOTHARI Date: 2025.02.06 14:56:52 +05'30'

Tilokchand Kothari Managing Director DIN: 00413627

Company Name: Visagar Polytex Limited CIN : L65990MH1983PLC030215

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The details as required to be disclosed under Regulation 30 of the SEBI Listing Regulations read with SEBI Circular No. SEBI/HO/CFD/CFD-PoD-1/P/CIR/2023/123 dated July 13, 2023 are as follows:

Annexure A

Sr. No.	Particulars	Disclosure
1.	Details and reasons for restructuring	The Company has Accumulated Losses, which negatively affects value of its Equity Shares. The Company is proposing reduction of share capital to strengthen the Company's financial structure by realigning the relationship between capital and assets, the Company can present a more accurate and fair view of its financial health.
2.	Quantitative and/ or qualitative effect of restructuring	The restructuring exercise of writing-off accumulated losses against the paid-up capital of the Company will help provide a true and fair view of financial position of the Company.
3.	Details of benefit, if any, to the promoter/promoter group/group companies from such proposed restructuring	There is no benefits that will flow to the promoter / promoter group/ group of companies.
4.	Brief details of change in shareholding pattern (if any) of all entities.	As mentioned above in Point no. 1

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Annexure B

Sr. No.	Particulars	Disclosure	Disclosure
1.	Type of securities proposed to be issued	Equity Shares	Warrants convertible into equal number of equity shares
2.	Type of issuance	Preferential issue of equity shares in accordance with Chapter V of SEBI ICDR Regulations.	Preferential issue of equity shares in accordance with Chapter V of SEBI ICDR Regulations.
3.	Total number of securities allotted or the total amount for which the securities are issued (approximately)	3,00,00,000 (Three Crores only) fully paid-up Equity Shares of face value Re. 1 (Rupee one only) each	25,00,00,000 (Twenty-Five Crores only) share warrants each convertible into 1 (one) Equity Share of face value Re. 1 (Rupee one only) each
4.	Names of the Investor/Proposed Allottees	As per Annexure I	As per Annexure II
5.	Number of Investors/Proposed Allottees	11	26
6.	Issue Price	At a price not being lower than the price determined in accordance with the Chapter V of SEBI ICDR Regulations, 2018 and other applicable regulations, if any	At a price not being lower than the price determined in accordance with the Chapter V of SEBI ICDR Regulations, 2018 and other applicable regulations,if any.
7.	In case of convertibles: intimation of conversion of securities or on lapse of the tenure of the instrument	NA	In case Warrants are allotted, each Warrant would be convertible into 1 Equity Share and the rights attached to Warrants can be exercised at any time, within a period of 18 months from the date of allotment of Warrants.
8.	Post allotment of securities - outcome of the subscription, issue price / allotted price (in case of convertibles)	NA	The issue and allotment of Convertible Warrants is subject to approval of shareholders by way of passing of special resolution at the Extra

Company Name: Visagar Polytex Limited CIN : L65990MH1983PLC030215

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			Ordinary General Meeting. Issue price of warrants is to be determined in accordance with Regulation 164 of SEBI ICDR Regulations. Each warrant is convertible into 1 equity share fully paid up and the conversion can be exercised at any time within a period of 18 months from the date of allotment and shall rank pari-passu with existing Equity Shares of the Company in all respects. The Pre and Post Shareholding is provided in Annexure III.
9.	Any cancellation or termination of proposal for issuance of securities includingreasons thereof.	Not Applicable

Annexure-I

List of Proposed Allottees for Preferential Issue of Equity Shares

Sr. No.	Name of the Investor Preferential Equity Shares of face value Re. 1 each fully paid.	No. of Preferential Equity Shares to be allotted	Category of shareholder (Promoter or Non-promoter)	Type (Individual, HUF, Company, Mutual Fund, Trust, QIB, FI, etc.)
1.	Name: Rushabh Praful Satra	25,00,000	Non-Promoter	Individual
2.	Name: Nanji Bhuralal Gala (HUF)	25,00,000	Non-Promoter	HUF

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3.	Name: Hiitesh M Ritaa	25,00,000	Non-Promoter	Individual
4.	Name: Naitik Rasik Boricha	25,00,000	Non-Promoter	Individual
5.	Name: Ramnik Bhuralal Gala (HUF)	25,00,000	Non-Promoter	HUF
6.	Name: Tilokchand Kothari (HUF)	35,00,000	Promoter	HUF
7.	Name: Tilokchand Manaklal Kothari	35,00,000	Promoter	Individual
8.	Name: Sagar Tilokchand Kothari	35,00,000	Promoter	Individual
9.	Name: Trisha Studios Limited (Formerly Known as Trisha Media Limited)	20,00,000	Promoter	Company
10.	Name: Maharashtra Corporation Limited	25,00,000	Promoter	Company
11.	Name: Visagar Financial Services Limited	25,00,000	Promoter	Company

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Annexure-II

List of Proposed Allottees for Preferential Issue of Convertible Share Warrants

Sr. No.	Name, PAN and address of proposed allottees for Preferential Warrants of face value Re. 1 each fully paid.	No. of Preferential Warrants to be allotted	Category of shareholder (Promoter or Non- promoter)	Type (Individual, HUF, Company, Mutual Fund, Trust, QIB, FI, etc.)
1.	Name: Rushabh Praful Satra	42,50,000	Non-Promoter	Individual
2.	Name: Vrutika Praful Satra	67,50,000	Non-Promoter	Individual
3.	Name: F-365 Agro Private Limited	67,50,000	Non-Promoter	Company
4.	Name: Bleu Noir Infrastructure Development Private Limited	67,50,000	Non-Promoter	Company
5.	Name: Anil Babubhai Mehta	135,00,000	Non-Promoter	Individual
6.	Name: Jay Anil Mehta	135,00,000	Non-Promoter	Individual
7.	Name: Nanji Bhuralal Gala (HUF)	40,00,000	Non-Promoter	HUF
8.	Name: Pravin N Gala (HUF)	40,00,000	Non-Promoter	HUF
9.	Name: Siddharth P Gala HUF	40,00,000	Non-Promoter	HUF

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10.	Name: Hiitesh M Ritaa	30,00,000	Non-Promoter	Individual
11.	Name: Jayesh Malshi Rita	30,00,000	Non-Promoter	Individual
12.	Name: Leena Hitesh Rita	30,00,000	Non-Promoter	Individual
13.	Name: Neeta Jayesh Rita	30,00,000	Non-Promoter	Individual
14.	Name: Naitik Rasik Boricha	110,00,000	Non-Promoter	Individual
15.	Name: Ramnik Bhuralal Gala (HUF)	60,00,000	Non-Promoter	HUF
16.	Name: Rushabh Ramnik Gala	60,00,000	Non-Promoter	Individual
17.	Name: Nehal Narendra Shah	127,50,000	Non-Promoter	Individual
18.	Name: Bhavesh Kirit Shah	127,50,000	Non-Promoter	Individual
19.	Name: Nehal Bhavesh Mehta	130,00,000	Non-Promoter	Individual
20.	Name: Bhavesh Chandrakant Mehta	130,00,000	Non-Promoter	Individual
21.	Name: Tilokchand Kothari HUF	250,00,000	Promoter	HUF
22.	Name: Tilokchand Manaklal Kothari	250,0. 0,000	Promoter	Individual
23.	Name: Sagar Tilokchand Kothari	250,00,000	Promoter	Individual

Company Name: Visagar Polytex Limited CIN : L65990MH1983PLC030215

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24.	Name: Trisha Studios Limited (Formerly known as Trisha media Limited)	50,00,000	Promoter	Company
25.	Name: Maharashtra Corporation Limited	1,00,00,000	Promoter	Company
26.	Name: Visagar Financial Services Limited	1,00,00,000	Promoter	Company
		Annexure-III

SHAREHOLDING PATTERN PRE & POST ALLOTMENT OF THE PREFERENTIAL EQUITY SHARES & WARRANTS

Sr . N o.	Details of Sharehol ders	Catego ry/Clas s of Subscri bers	Pre-issue shareholding i.e. Existing shareholding as on December 31, 2024	Pre-issue shareholding i.e. Existing shareholding as on December 31, 2024	Security proposed to be allotted	Security proposed to be allotted	Post issue shareholding on fully diluted basis i.e. post allotment of equity shares and conversion of convertible warrants into equity *shares **	Post issue shareholding on fully diluted basis i.e. post allotment of equity shares and conversion of convertible warrants into equity *shares **
			No. of shares held	%	Equity Shares	Warrants	No. of shares	% of holdin g
1.	Tilokchan d Kothari HUF	Promot er	20,000	0.01	35,00,000	2,50,00,000	2,85,00,600	9.87
2.	Tilokchan d Manaklal Kothari	Promot er	138,00,000	4.71	35,00,000	2,50,00,000	2,89,14,000	10.01
3.	Sagar Tilokchan d Kothari	Promot er	2,08,000	0.07	35,00,000	2,50,00,000	2,85,06,240	9.87
4.	Trisha Studios Limited (Formerly Known as	Promot er	24,60,533	0.84	20,00,000	50,00,000	70,73,816	2.45

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	Trisha Media Limited)
5.	Maharasht ra Corporati on Limited	Promot er	25,00,000	1,00,00,000	1,25,00,000	4.33
6.	Visagar Financial Services Limited	Promot er	25,00,000	1,00,00,000	1,25,00,000	4.33
7.	Rushabh Praful Satra	Non- Promot er	25,00,000	42,50,000	67,50,000	2.34
8.	Vrutika Praful Satra	Non- Promot er	0	67,50,000	67,50,000	2.34
9.	F-365 Agro Private Limited	Non- Promot er	0	67,50,000	67,50,000	2.34
10.	Bleu Noir Infrastruct ure Developm ent Private Limited	Non- Promot er	0	67,50,000	67,50,000	2.34
11.	Anil Babubhai Mehta	Non- Promot er	0	1,35,00,000	1,35,00,000	4.67
12.	Jay Anil Mehta	Non- Promot er	0	1,35,00,000	1,35,00,000	4.67
13.	Nanji Bhuralal Gala (HUF)	Non- Promot er	25,00,000	40,00,000	65,00,000	2.25
14.	Pravin N Gala (HUF)	Non- Promot er	0	40,00,000	40,00,000	1.39
15.	Siddharth P Gala	Non- Promot	0	40,00,000	40,00,000	1.39

Company Name: Visagar Polytex Limited CIN : L65990MH1983PLC030215

Registered Office : 907/908, Dev Plaza, S. V. Road, Opp. Andheri Fire Station, Andheri (W), Mumbai, Maharashtra, 400058 Email ID: [email protected] Website : www.visagarpolytex.in

Telephone No .: 022 46037495

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	HUF	er
16.	Hiitesh M Ritaa	Non- Promot er	25,00,000	30,00,000	55,00,000	1.90
17.	Jayesh Malshi Rita	Non- Promot er	0	30,00,000	30,00,000	1.04
18.	Leena Hitesh Rita	Non- Promot er	0	30,00,000	30,00,000	1.04
19.	Neeta Jayesh Rita	Non- Promot er	0	30,00,000	30,00,000	1.04
20.	Naitik Rasik Boricha	Non- Promot er	25,00,000	1,10,00,000	1,35,00,000	4.67
21.	Ramnik Bhuralal Gala (HUF)	Non- Promot er	25,00,000	60,00,000	85,00,000	2.94
22.	Rushabh Ramnik Gala	Non- Promot er	0	60,00,000	60,00,000	2.08
23.	Nehal Narendra Shah	Non- Promot er	0	1,27,50,000	1,27,50,000	4.42
24.	Bhavesh Kirit Shah	Non- Promot er	0	1,27,50,000	1,27,50,000	4.42
25.	Nehal Bhavesh Mehta	Non- Promot er	0	1,30,00,000	1,30,00,000	4.50
26.	Bhavesh Chandrak ant Mehta	Non- Promot er	0	1,30,00,000	1,30,00,000	4.50

Note : *Details mentioned in above table is presented on a fully diluted basis on the presumption that the warrant holders will convert entire Preferential Warrants into Equity Shares of the Company

AI assistant

Visagar Polytex Ltd Capital/Financing Update 2025

63430_rns_2025-02-06_57f04324-d542-4147-b721-43b271640842.pdf

ISIN Code- INE370E01029

Dear Sir/Madam,

FOR VISAGAR POLYTEX LIMITED

Annexure A

Annexure B

Annexure-I

List of Proposed Allottees for Preferential Issue of Equity Shares

Annexure-II

List of Proposed Allottees for Preferential Issue of Convertible Share Warrants

SHAREHOLDING PATTERN PRE & POST ALLOTMENT OF THE PREFERENTIAL EQUITY SHARES & WARRANTS

AI assistant

Visagar Polytex Ltd — Capital/Financing Update 2025

63430_rns_2025-02-06_57f04324-d542-4147-b721-43b271640842.pdf

ISIN Code- INE370E01029

Dear Sir/Madam,

FOR VISAGAR POLYTEX LIMITED

Annexure A

Annexure B

Annexure-I

List of Proposed Allottees for Preferential Issue of Equity Shares

Annexure-II

List of Proposed Allottees for Preferential Issue of Convertible Share Warrants

SHAREHOLDING PATTERN PRE & POST ALLOTMENT OF THE PREFERENTIAL EQUITY SHARES & WARRANTS

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