VARDMNPOLY - Vardhman Polytex
📢 Recent Corporate Announcements
Vardhman Polytex Limited has announced the successful passing of a special resolution to appoint Mr. Shubham Jain as an Independent Director. The postal ballot process, which concluded on February 22, 2026, saw a total of 15,57,51,017 votes cast, representing 33.94% of the company's paid-up share capital. The resolution received overwhelming support with 99.99% of votes in favor and only 0.0013% against. This appointment ensures the company maintains regulatory compliance regarding its board composition.
- Special resolution for the appointment of Mr. Shubham Jain as Independent Director passed with 99.9987% majority.
- Total votes cast amounted to 15,57,51,017 shares, representing 33.94% of the total paid-up share capital.
- Promoter group participation was high at 99.06%, with 15,55,47,760 votes cast entirely in favor.
- Public non-institutional participation was low at 0.0678%, with 2,01,206 votes in favor and 2,051 against.
Vardhman Polytex Limited has issued a Postal Ballot notice to seek shareholder approval for the appointment of Mr. Shubham Jain as an Independent Director. The appointment is proposed via a Special Resolution for a five-year term effective from December 3, 2025. Shareholders as of the cut-off date, January 16, 2026, are eligible to participate in the remote e-voting process. The voting window is scheduled to remain open from January 24, 2026, until February 22, 2026.
- Proposed appointment of Mr. Shubham Jain (DIN: 11397574) as an Independent Director for a 5-year term.
- The term of appointment is set to commence retrospectively from December 3, 2025.
- Remote e-voting period starts on January 24, 2026, and concludes on February 22, 2026.
- The cut-off date for determining shareholder eligibility for voting was January 16, 2026.
- The resolution is being proposed as a Special Resolution through the Postal Ballot process.
Vardhman Polytex Limited has approved a Postal Ballot Notice to seek shareholder approval for the appointment of Mr. Shubham Jain as an Independent Director. This follows his initial appointment as an Additional Director on December 3, 2025, for a five-year term. The board met on January 19, 2026, to formalize the notice, which requires a Special Resolution from shareholders. This is a standard regulatory step to confirm the board's composition and ensure compliance with corporate governance norms.
- Board approved Postal Ballot Notice on January 19, 2026, for shareholder voting.
- Mr. Shubham Jain (DIN: 11397574) was appointed as Additional Director on December 3, 2025.
- The appointment is for a fixed term of 5 years in the Non-Executive Independent category.
- Approval will be sought via a Special Resolution through the Postal Ballot process.
- The board meeting was conducted efficiently, lasting 30 minutes from 4:30 PM to 5:00 PM.
Vardhman Polytex Limited has concluded the SEBI-mandated special window for the relodgement of transfer requests for physical shares, which closed on January 6, 2026. The final report for the period ending December 2025 shows that the company received zero requests for share transfers or dematerialization. This process was part of a regulatory effort to assist shareholders holding physical certificates. As no requests were processed, there is no impact on the company's current shareholding structure or float.
- Special window for physical share transfer relodgement closed on January 6, 2026, after a six-month period.
- Zero (NIL) requests were received, processed, or rejected during the month of December 2025.
- The initiative followed SEBI circular SEBI/HO/MIRSD/MIRSD-PoD/P/CIR/2025/97 dated July 02, 2025.
- Company fulfilled all publication requirements via newspapers, website, and social media handles.
- Average time taken for processing requests remained at NIL due to lack of applications.
Vardhman Polytex Limited has filed its quarterly compliance certificate under Regulation 74(5) of the SEBI (Depositories and Participants) Regulations, 2018 for the period ended December 31, 2025. The certificate, issued by Alankit Assignments Limited, confirms that physical share certificates received for dematerialization were processed according to regulatory standards. The registrar verified that the securities are listed on stock exchanges and that physical certificates were mutilated and cancelled. This is a standard administrative filing required by all listed companies in India.
- Compliance certificate issued for the quarter ending December 31, 2025.
- Registrar Alankit Assignments Limited confirmed the processing of dematerialization requests.
- Physical share certificates were verified, mutilated, and cancelled as per SEBI norms.
- Depository names have been substituted in the company records as the registered owners for these shares.
Vardhman Polytex Limited has disclosed a significant default in its loan repayments for the quarter ended December 31, 2025. Out of a total outstanding bank facility of ₹55.67 crore, the company has defaulted on ₹29.67 crore, representing over 53% of its bank debt. The total financial indebtedness of the entity, including both short-term and long-term debt, stands at ₹55.82 crore. This disclosure highlights ongoing liquidity challenges and credit risks associated with the company's operations.
- Total financial indebtedness of the company reached ₹55.82 crore as of December 31, 2025.
- The company reported a default of ₹29.67 crore on revolving facilities such as cash credit from banks.
- Total outstanding loans from banks and financial institutions are recorded at ₹55.67 crore.
- No defaults were reported regarding unlisted debt securities like NCDs or NCRPS, which stand at zero.
- The default amount constitutes a significant portion of the company's total bank-related liabilities.
Vardhman Polytex Limited has informed the exchanges that its trading window for dealing in company securities will be closed starting January 1, 2026. This closure is in compliance with SEBI Insider Trading regulations for the quarter ending December 31, 2025. The window will remain closed for all designated persons until 48 hours after the financial results are declared. The specific date for the board meeting to approve these results will be announced at a later date.
- Trading window closure begins on January 1, 2026.
- Closure pertains to the financial results for the quarter ending December 31, 2025.
- Window to reopen 48 hours after the official declaration of quarterly results.
- Applicable to all Designated Persons as per the company's Code of Conduct.
Vardhman Polytex Limited announced the appointment of Mr. Shubham Jain (DIN: 11397574) as an Additional Director in the category of Non-Executive Independent Director, effective December 3, 2025, for a 5-year term, subject to shareholder approval. Mr. Sagar Bhatia resigned from his position as Independent Director, effective December 3, 2025, due to other professional commitments. The board meeting on December 3, 2025, commenced at 03:30 PM and concluded at 04:00 PM. Mr. Bhatia declared no other material reason for his resignation.
- Mr. Shubham Jain appointed as Non-Executive Independent Director effective December 3, 2025.
- Mr. Jain's term is for 5 years, subject to shareholder approval.
- Mr. Sagar Bhatia resigned as Independent Director effective December 3, 2025.
- Board meeting held on December 3, 2025, concluded at 04:00 PM.
Financial Performance
Revenue Growth by Segment
Total revenue from operations for FY 2024-25 was INR 284.98 Cr, representing a 23.11% decline from INR 370.64 Cr in FY 2023-24. This decrease was primarily driven by the closure of the Bathinda manufacturing unit and irregular operations at other sites.
Geographic Revenue Split
Not specifically disclosed in available documents, though the company operates production facilities in Punjab and Himachal Pradesh, India.
Profitability Margins
The company achieved a significant turnaround in FY 2024-25 with an Operating Profit Margin of 10.18% compared to -6.32% in FY 2023-24. Net Profit Margin also improved to 5.33% from -7.31% in the previous year, reflecting better cost management despite lower volumes.
EBITDA Margin
Operating Profit Margin stood at 10.18% in FY 2024-25, a recovery of 16.5 percentage points YoY. For the quarter ended September 30, 2025, the company reported a net profit of INR 0.09 Cr on a total income of INR 26.68 Cr.
Capital Expenditure
Gross fixed assets decreased to INR 356.98 Cr as of March 31, 2025, from INR 384.88 Cr in the previous year. Net block of assets stood at INR 113.34 Cr, down from INR 128.88 Cr, indicating a lack of fresh expansion and potential asset monetization.
Credit Rating & Borrowing
The company's credit rating is 'D' (Default) as assigned by ICRA. This is due to the company's bank accounts being classified as Non-Performing Assets (NPA) by the consortium of banks.
Operational Drivers
Raw Materials
Cotton and fibers (implied by yarn manufacturing) are the primary raw materials, with costs and availability cited as major factors impacting the 23.11% revenue decline.
Capacity Expansion
The company has consolidated operations, closing units at Bathinda and Focal Point, Ludhiana due to non-viability and high costs. Currently, only the Ludhiana production facility is operational to optimize resource utilization.
Raw Material Costs
Raw material costs are a critical risk factor; fluctuations in these costs combined with finished goods price volatility are primary drivers of the shift from a -6.32% to a 10.18% operating margin.
Manufacturing Efficiency
The company closed inefficient units with deteriorating machinery to focus on the operational Ludhiana unit, aiming to improve the interest coverage ratio which rose to 2.06 in FY 2024-25.
Strategic Growth
Growth Strategy
The company is focused on augmenting net worth and broadening its capital structure through preferential issues of warrants (e.g., INR 22.73 Cr raised from promoters in March 2025). Funds are being utilized to repay debt, meet working capital requirements, and monetize land from closed units.
Products & Services
Manufacturing and sale of various types of yarns.
Brand Portfolio
Oswal Group (Parent Group).
Market Expansion
The company is exploring avenues for the monetization of land at closed units in Bathinda and Ludhiana to improve liquidity.
External Factors
Industry Trends
The textile industry is currently characterized by fragmentation and a lack of scale. Future success depends on operational efficiency, environmental sustainability, and navigating volatile raw material prices.
Competitive Landscape
The industry is described as highly challenging and competitive, with significant pressure from both domestic and global players.
Competitive Moat
The company lacks a strong competitive moat due to industry fragmentation and its current financial distress (NPA status and 'D' credit rating).
Macro Economic Sensitivity
Highly sensitive to global and domestic demand-supply conditions and economic developments within India.
Geopolitical Risks
Operations are subject to fluctuations in exchange rates and changes in government regulations and tax structures in countries where the company has business contacts.
Regulatory & Governance
Industry Regulations
The company must comply with SEBI (LODR) Regulations and various government regulations regarding the textile industry and environmental standards.
Environmental Compliance
The company conducts safety audits and risk assessments to ensure safer plants and compliance with relevant regulations.
Taxation Policy Impact
Current tax expense for the half-year ended September 2025 was INR 1.26 Cr.
Legal Contingencies
The company faced delayed compliance issues with Regulation 33 of LODR in 2022, resulting in fines from NSE and BSE. Its primary legal/financial hurdle is the NPA classification by its consortium of banks.
Risk Analysis
Key Uncertainties
The primary uncertainty is the company's ability to successfully convert warrants into equity to stabilize its capital structure and exit NPA status. Raw material price volatility remains a constant threat to the 10.18% operating margin.
Geographic Concentration Risk
Manufacturing is concentrated in Ludhiana, Punjab, following the closure of other units.
Third Party Dependencies
High dependency on non-promoter investors for capital infusion through warrant conversions (e.g., INR 9.11 Cr and INR 8.84 Cr raised in late 2024).
Technology Obsolescence Risk
The closure of the Bathinda unit was specifically attributed to the 'deteriorating condition of machines,' highlighting a significant risk of technological obsolescence.
Credit & Counterparty Risk
Trade receivables are relatively low at INR 4.22 Cr, but the company's own creditworthiness is compromised by its 'D' rating.