Memorandum of Understanding/Agreements

@) | Vardhman VARDHMAN TEXTILES LIMITED Delivering Excellence. Since 1965. CHANDIGARH ROAD Vardhman | LUDHIANA-141010, PUNJAB T: +91-161-2228943-48 F: +91-161-2601 048 E: secretarial.lud@vardhman.com Ref. VTL:SCY:0CT:2026-27 Dated: 5-Oct-2026 BSE Limited, N ational Stock Exchange of India Ltd, New Trading Ring, Exchange Plaza, Bandra-Kurla Complex, Rotunda Building, P.J. Towers, Bandra (East), Dalal Street, MUMBAI-400001 MUMBAI-400 051 Scrip Code: 502986 Scrip Code: VTL Sub: Intimation under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 - Approval & Execution of Share Subscription cum Shareholders’ Agreement and Power Delivery Agreement for acquisition of 26% stake in Serentica Renewables India 32 Private Limited. Dear Sir, Pursuant to the provisions of Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, we would like to inform you that the Committee of Directors (Renewable Energy) in its meeting held today, i.e. 5 October, 2026, has approved the Share Subscription cum Shareholders’ Agreement’ to be entered into by the Company with Serentica Renewables India Private Limited (Developer) and Serentica Renewables India 32 Private Limited (Power Producer) along with a ‘Power Delivery Agreement’ to be entered into by the Company with Serentica Renewables India 32 Private Limited (Power Producer) (collectively referred to as Agreements). These Agreements have been executed by the Parties today itself, i.e. 5° October, 2026. The details as required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and SEBI Circular No. HO/49/14/14(7)2025-CFD-POD2/1/3762/2026 dated January 30, 2026, are given in Annexure “A” and “B”. The meeting commenced at 10:00 a.m. and concluded at 10:30 a.m. Kindly take the same on record. Thanking you, Yours faithfully, For VARDHMAN TEXTILES LIMITED (SANJAY GUPTA) Company Secretary YARNS | FABRICS | GARMENTS | THREADS | FIBRES| STEELS CIN: LI7111PBI973PLC003345 WWW.VARDHMAN.COM @ Vardhman VARDHMAN TEXTILES LIMITED Delivering Excellence. Since 1965. CHANDIGARH ROAD Vardhman | LUDHIANA-141010, PUNJAB T: +91-161-2228943-48 F: +91-161-2601 048 E: secretarial.lud@vardhman.com Annexure-A S. No. Particulars Details Name(s) of parties with whom P ower Delivery Agreement is entered into the agreement is entered; between Vardhman Textiles Limited (Captive User) and Serentica Renewables India 32 Private Limited (Power Producer). Share Subscription cum Shareholders’ Agreement is entered into among Serentica Renewables India Private Limited (Developer), Vardhman Textiles Limited (Captive User) and Serentica Renewables India 32 Private Limited (Power Producer). Purpose of entering into the T he purpose of entering into the Agreements is agreement; to develop / construct 40 MW of wind plant at Karnataka and 40oMWp/30 MW of solar plant at Rajasthan connected to ISTS grid substation together with all associated land, power connection assets, auxiliary equipment and facilities, related materials, switch-gear, transformers, protection equipment and other items, which will be set up as a captive power project in accordance with the Captive Requirements (collectively referred to as “Project’”), to supply a total of 27 MW of wind solar hybrid power (“Contracted Capacity”) to the Company’s Facility(ies) located in the state of Himachal Pradesh. Shareholding, if any, in the entity V ardhman Textiles Limited will hold minimum with whom the agreement is 26% equity shares of Serentica Renewables India executed; 32 Private Limited. Significant terms of — the P ower Producer shall have rights to establish agreement (in brief) special rights and operate the said Plant. Vardhman Textiles like right to appoint directors, first Limited shall have rights over Reserved right to share subscription in case Matters. Both the parties i.e. Vardhman Textiles of issuance of shares, right to Limited and Serentica Renewables India Private restrict any change in capital Limited shall have voting rights in Serentica structure etc. Renewables India 32 Private Limited (Power Producer), proportionate to their shareholding. Whether, the said parties are N o YARNS | FABRICS | GARMENTS | THREADS | FIBRES| STEELS CIN: LI7111PB1973PLC003345 WWW.VARDHMAN.COM @ | Vardhman VARDHMAN TEXTILES LIMITED Delivering Excellence. Since 1965. CHANDIGARH ROAD Vardhman LUDHIANA-141010, PUNJAB T: +91-161-2228943-48 F: +91-161-2601 048 E: secretarial.lud@vardhman.com related to promoter/promoter group/ group companies in any manner. If yes, nature of relationship; 6. Whether the transaction would | N o fall within related party transactions? If yes, whether the same is done at ‘“‘arm’s length”; 7s In case of issuance of shares to | C apital of Serentica Renewables India 32 Private the parties, details of issue price, | Limited will be Rs. 160.96 Crore. class of shares issued i. Contribution of Vardhman Textiles Limited will be Rs. 41.85 Crore (minimum 26% stake) and ii. Contribution of Serentica Renewables India Private Limited will be Rs. 119.11 Crore (Upto 74% stake) 8. Any other disclosures related to | V ardhman Textiles Limited will not appoint any such agreements, viz., details of | director on the Board of the Power Producer. nominee on the’ board of directors of the listed entity, | No Potential Conflict of Interest shall arise out potential conflict of interest | of these Agreements. arising out of such agreements, etc; YARNS | FABRICS | GARMENTS | THREADS | FIBRES| STEELS CIN: LI7111PB1973PLC003345 WWW.VARDHMAN.COM @ Vardhman VARDHMAN TEXTILES LIMITED Delivering Excellence. Since 1965. CHANDIGARH ROAD Vardhman | LUDHIANA-141010, PUNJAB T: +91-161-2228943-48 F: +91-161-2601 048 E: secretarial.lud@vardhman.com Annexure — B S. No. Particulars Details 1. Name of the target entity, details | S erentica Renewables India 32 Private Limited is in brief such as size, turnover etc. | a Special Purpose Vehicle created under captive scheme and incorporated under the Companies Act, 2013. Serentica Renewables India 32 Private Limited has not started commercial operations yet. da Whether the acquisition would | P roposed acquisition doesn't fall within the fall within related party | purview of related party transactions and transaction(s) and whether the | promoters/ promoter group/ group companies promoter/promoter group/ group | do not have any interest in Serentica companies have any interest in | Renewables India 32 Private Limited. the entity being acquired? If yes, nature of interest and details thereof and whether the same is done at “arm’s length” 3. Industry to which the entity being | R enewable Energy Power Producer acquired belongs: 4. Objects and effects of acquisition | I n order to comply with the regulatory (including but not limited to, | requirement for captive power consumption disclosure of reasons for | under India Electricity laws, Vardhman Textiles acquisition of target entity, if its | Limited will acquire minimum 26% stake in business is outside the main line | Serentica Renewables India 32 Private Limited. of business of the listed entity); . 5. Brief details of any governmental | N o or regulatory approvals required for the acquisition; 6. Indicative time period for] V ardhman Textiles Limited will make the completion of the acquisition; aforesaid Contribution of minimum 26% in Equity Shares in three tranches depending upon completion of different stages of the Project. 7. Nature of consideration - whether | C ash Consideration cash consideration or share swap and details of the same; 8. Cost of acquisition or the price at | R s. 41.85 Crore for acquisition of minimum 26% which the shares are acquired; stake in Serentica Renewables India 32 Private Limited. 9. Percentage of shareholding / | M inimum 26% of the Paid-up equity share capital control acquired and/ornumber | of Serentica Renewables India 32 Private of shares acquired; L [Showing first 8,000 characters — download PDF for full document]