Vardhman Polytex : Disclosure under SEBI Takeover Regulations

I

Date:March 31,2022

Sub: Report under Regulation 10(6) in respect of the acquisition under Regulation 10(l)(a)(i) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers)

Regulations,20ll.

Dear Sir/ Madam,

We, the undersigned, are submitting the requisite disclosure under Regulation l0(6) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 20ll ("Takeover Regulations") in respect of indirect acquisition under Regulation l0(l)(a)(i) of the Takeover Regulations of up to 22.76% of the paid-up equity shares of Vardhman Polytex Limited pursuant to the acquisition of shares of companies forming part of the promoter group of Vardhman Polytex Limited, as set out in Annexure A1 and Annexure A2, between immediate relatives.

This is for your information and records.

Adish Oswal

(On behalf of Adish Oswal and Manju Oswal, Acquirers)

Format for Disclosures under Reeulation 10(6) - Report to Stock Exchanees in respect of anv acquisition under Reeulation 10(1Xa) of SEBI (Substantial Acquisition of Shares and Takeovers)

Reeulations. 2011

I

Name ofthe Target Company (TC)

a

L

Name of the acquirer(s)

Vardhman Polytex Limited

l. AdishOswal

2. Manju Oswal

• J Whether the acquirer(s) is/ are promoters Yes of the TC prior to the transaction. If not, nature of relationship or association with the TC or its promoters

• 4 Details of transaction including rationale,

  The acquirers have not directly acquired any shares

  if any, for the transfer/acquisition of shares of the TC.

  This disclosure is being made pursuant to the inter-se transfer of shares of companies which form part of the promoter group of the TC (as set out in Annexure Al and Annexure A2) (hereinafter "Promoter

  Companies") which caused an indirect acquisition of shares carrying voting rights of the TC. This inter-se transfer of shares carrying voting rights are by way of gift between (a) Adish Oswal, the acquirer and his immediate relatives - his mother, Manju Oswal, and his brother, Abhinav Oswal; and (b) Manju Oswal, the acquirer and her immediate relative - her son, Adish Oswal.

• 5. Relevant regulation under which the acquirer is exempted from making open offer

  Regulation l0 (l) (a) (i) of SEBI (SAST) Regulations, 20tt

• 6. Whether disclosure of the proposed Disclosure of the proposed acquisition was required to acquisition was required to be made under be made under Regulation l0 (5).

  Regulation l0 (5) and if so,

  - Whether disclosure was made and whether it was made within the timeline specifi ed under Regulations.

  Disclosure was made within timeline specified under Regulation 10 (5).

  Date of filing with the stock exchanges

• 7 Details of acquisition

Date of filing with stock exchangesis23.03.2022

Disclosures required to Whether the disclosures made under Regulation under Regulation l0(5) are

10(s)

actually madea) Name of Transferor/Sellerb)l). Adish Oswal

• 2). Manju Oswal

• 3). Abhinav Oswal

Date of Acquisition:- 30ft March,2022 On or after 30e March, 2022

1). Adish Oswal

• 2). Manju Oswal

• 3). Abhinav Oswal

30nMuch,2022

c) Number of shares/voting rights in

Shares of the TC are not

respect of acquisitions from each acquired directly. Please

person mentioned in 7 (a) above:

• d) Total shares proposed to be acquired / actually acquired as ao/o of diluted share capital of TC:

  refer Annexure-Al and Annexure-A2 for details on the number of shares of each Promoter

  Shares ofthe TC are not acquired directly. Please refer Annexure-A1 and Annexure-A2 for details on the number of shares ofCompany acquired from each Promoter Companyeach person mentioned in 7(a) above.

  Shares of the TC are not acquired directly.

  acquired from each person mentioned in 7(a) above.

  Shares of the TC are not acquired directly.

  However, 22.76% of the However, 22.76% of the shareholding of TC is shareholding of TC is acquired indirectly on acquired indirectly on account of the acquisition account of the acquisition of shares of the Promoter of shares of the homoter Companies. Please refer Companies. Please refer to

  paid-up

  equity paid-up equityto Annexure-Al, Note I Additionally, please refer

  Annexure-Al, Note Ito Annexuro.Al and A2 Additionally, please refer for details on the to Annexure'Al and A2 percentage of shares of for details on the

  each Promoter Company acquired by the acquirers.

  percentage of shares of each Promoter Company acquired by the acquirers.

• e) Price at which shares are proposed to be acquired / actually acquired:

8

Shareholding details

a

Acquirer: Adish Oswal:

Acquirer(s) and PACs (other than sellers) (*)

• ii. Adish Oswal

  i. Ashok Kumar Oswal

• iii. Aketa Oswal

Not applicable as direct Not applicable as directacquisition of the shares ofTC is not done.

acquisition of the shares ofTC is not done.

Shares of the Promoter Shares of the PromoterCompanies are transferred by way of gift for nil consideration.

Pre-TransactionNo. ofshares held

Companies are transferred by way of gift for nil consideration.

Post-Transaction

ohw.r.t

No. of

ohw.r.t

total share shares held total sharecapital of TC

1,27,748 4,20,511 5,460

0.57% 1.89% 0.02%

capital of TC

• 1,27,749 0.57%

• 4,20,511 1.89% 5,460 0.02%

iv. Rakhi Oswal

Ashok Kumar and Sons,

HUF vi. , Kent Investments Pvt. Ltd.

v[.

Enakshi Investments Pvt.

Ltd.

vlll.

Panchsheel Textile Mfg. and Trading Co. Rrt. Ltd.

lx.

Ruby Mercantile Co. Pvt. Ltd.

• x. Calgary Investment and Trading Co. Pvt. Ltd.

• xt Nightnagle Dealcom Pvt. Ltd.

xll xlll.

Gagan Mercantile Company Pvt. Ltd.

Pioneer Mercantile India Pvt. Ltd.

xiv.

Altfort Merchants Pvt. Ltd. 21,82,000 9.79%

XV

Liberty Mercantile Co. Pvt. Ltd.

xvl xvll xvlll.

Boras Investment and Trading Co. Pvt. Ltd. Allepy Investment and Trading Co. Pvt. Ltd. Adesh Investment Trading Co. Pl,t. Ltd.

xlx.

Alma Assets Consultancy Pvt. Ltd.

xx.

Amrante Trust through Rakhi Oswal, Trustee

b

Sellers l.

ii.

Manju Oswal Abhinav OswalShareholding details

a

Acquirer: Maniu Oswal:

17,820

ll0

46,950

3,70,250 r.66%

44,26,917 19.86% 1,53,000 0.69%

67,300 0.30% 6,60,000 2.96%

1,63,900 0.74%

49,350 0.22%

1,20,550 0.s4%

32,860 0.15% 95 500 0.43%

35 I 00 0.16%

43,62,325 19.57%

5, l39 0.02%

Acquirer(s) and PACs (other than sellers) (*)

i. ii.

Ashok Kumar Oswal Aketa Oswal

iii. RakhiOswal

0.08% 0.00% 0.21%No. of shares held

Transaction

o/o w.r.t

No. of

total share shares capital of held rC

1,27,749 5,460 17,920

0.57% 0.02% 0.08%

o/o w.r.t total share capital of TC

1,27,749 057% 5,460 0.02% 17,820 0.08%

iv. v. vi. vii.

Manju Oswal Abhinav Oswal

Ashok Kumar and Sons, HUF Kent Investments Pvt. Ltd.

viii. Enakshi Investments Pt. Ltd.

52,694 14,307 110 46,950

0.24% 0.06%

52,694 14,307

• 0.00% ll0

• 0.21% 46,950

  0.24% 0.06% 0.00% 0.21%

• 3"70,250 1.66% 3,70,250

  1.660/o

  lx.

  x. Ruby Mercantile Co. Pvt. Ltd. 1,53,000

  Panchsheel Textile Mfg. and Trading Co. Pvt. Ltd.

  44,26,917

• 19.86% 44,26,917

t9.86%

• 1,53,000 0.69% 0.69%xl.

Calgary Investment and Trading Co. Pvt.

67,300

0.30% 0.30%

67,300

Ltd.

xii. Nightnagle Dealcom PvL Ltd. 6,60,000 xlll.

• 6,60,000 2.96% 2.96%

  Gagan Mercantile Company Prt. Ltd. 1,63,900

• 1,63,900 0.74% 0.74%

• xiv. Pioneer Mercantile India Pvt. Ltd.

xv.

49,350

0.22% 0.22%

49,350

Altfort Merchants Pvt. Ltd

xvl. Liberty Mercantile Co. Pvt. Ltd.

• 21,82,000 9.79% 21,82,000 9.79% 1.,20,550

• 1,20,550 0.54% 054%xvll. Boras Investment and Trading Co. Pvt. 32,860

• 32,860 0.15% 0.ts%

  Ltd.

  xvlll. Allepy Investment and Trading Co. Pvt. 95,500

• 95,500 0.43% 0.43%

Ltd.

xix. Adesh Investment Trading Co. Pld. Ltd. 35 1 00

0.16% 0.t6%

35 ) I 00

• xx. Alma Assets Consultancy Plrt. Ltd.

  43,62,325

  19.57% 19.57%

  43,62,325

• xxl Amrante Trust through Rakhi Oswal, Trustee

5,139

0.02% 0.02%

5,1 39

b Seller

i.

Adish Oswal

4,20,511

1.89% 1.89%

4,20,511

Note A:

No changes have taken place in the shareholding pattern of TC, since the transfers have been done at an indiregt level (Le, shares of the Promoter Companies); but shareholding in the Promoter Companies (which are part of above stated Promoter Group) has changed as per Annexure-A.

B:

Shareholding ofeach entity shall be shown separately and then collectively m a group.

above disclosure shall be signed by the acquirer mentioning date & place. Incase, there ,.s m ore thanthe report shall be signed eit,her by all the persons or by a person duly authorized to do SO on

all the

[}

a

Adish Oswal

Promoter (on behalf of Adish Oswal and Manju Oswal) Vardhman Polytex Limited

Place: Ludhiana Date:31.03.2022

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