Pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we hereby submit the Composite Scheme of Arrangement between Visagar Polytex Limited and its Equity Shareholders ('Scheme') for your information and records. The Scheme provides for reduction of share capital, issue and allotment of Preferential Equity Shares and Preferential Warrants, and related terms and conditions.

i VOAGAR you dream. we create. Date - 96.10.2026 The Manager The National Stock Exchange of India BSE Limited Limited Corporate Relationship Department Exchange Plaza, Plot No. C/1, G Block, Bandra Kurla Complex, Bandra (E), Mumbai Ist Floor, New Trading Ring, Rotunda Building, P.J — 400 051 Towers, Dalal Street, Fort, Mumbai -400001 ISIN Code- INE370E01029 BSE Scrip ID — VIVIDHA NSE Scrip code - VIVIDHA BSE Scrip Code - 506146 Subject: Disclosure under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 — Composite Scheme of Arrangement under Sectio2n3s0 to 232, Section 66, Section 62 read with Section 42 of the Companies Act, 2013 Dear Sir, Pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we hereby submit the Composite Scheme of Arrangement between Visagar Polytex Limited and its Equity Shareholders (“Scheme”) for your information and records. The Scheme provides for reduction of share capital, issue and allotment of Preferential Equity Shares and Preferential Warrants, and related terms and conditions. Kindly take the above information on record, Thanking You. Yours faithfully. For Visagar Polytex Limited5 UY > Tilokchand Manaklal Kothari” Managing Director DIN: 00413627 Office Address: 907/908, Dev Plaza, Opp. Andheri Fire Station, S.V. Road, Andheri (W), Mumbai, Maharashtra, 400058 VISAGAR POLYTEX LIMITED Regd. Off.: 907/908, Dev Plaza, $.V. Road, Andheri (W), Mumbai 400 058.Tel.: (022) 67424815 Email.: contact@visagar.com Website : www.visagarpolytex.in CIN : L65990MH1983PLC030215 COMPOSITE SCHEME OF ARRANGEMENT BETWEEN VISAGAR POLYTEX LIMITED THE EQUITY SHAREHOLDERS UNDER SECTIONS 230 TO 232, SECTION 66, SECTION 62 READ WITH SECTION 42 OF THE COMPANIES ACT, 2013 AND OTHER RELEVANT PROVISION OF COMPANIES ACT, 2013 AND NATIONAL COMPANY LAW TRIBUNAL (PROCEDURE FOR REDUCTION OF SHARE CAPITAL OF COMPANY) RULES, 2016. PARTS OF SCHEME The Scheme (as defined hereinafter) is divided into the following parts: 1. PART I deals with the overview, rationale and benefits for this Scheme (as F defined hereinafter), and description of Company (as defined hereinafter). 2. PART II deals with definitions, interpretations and share capital of the Company. 7) 3. PART III reduction of share capital of the Company and date of Scheme coming into effect. 4. PART IV deals with the issue and allotment of Preferential Equity Shares, and Preferential Warrants by the Company. 5. PART V deals with the general terms and conditions applicable to this Scheme. VISAGAar R PCPOOLLYYTTEE-X L |MITED: Director, 4 | AA Uatl LT eae PART I OVERVIEW, RATIONALE AND BENEFITS OF THIS SCHEME, AND DESCRIPTION OF COMPANY 1.0VERVIEW: ol. M/s. Visagar Polytex Limited is a Company registered under the Companies Act, 1956 and having its registered office at 907/908, Dev Plaza, Opp. Andheri Fire Station, $.V. Road, Andheri (West), Mumbai, Maharashtra, India, 400058 and is engaged in the business of manufacturing, processing and trading of textiles and apparel products. Over the years, the Company established an integrated business model encompassing manufacturing, wholesaling and retailing of textile products, including women's ethnic wear marketed under the brand name '"VIVIDHA", through an extensive network of branches and retail outlets across India. 1.2. As on 31* March, 2026, the Company has a subscribed and paid-up capital of Rs. 29,27, 00,534/- comprising of 29,27,00,534 equity shares of Face Value of Re. 1/- per equity share. 13. As on 31* March, 2026, an amount of Rs. 1,21,80,000/- is lying in the Share Forfeiture Account on account of the forfeiture of 4,35,00,000 warrants, which were not converted into equity shares within the prescribed period and were accordingly forfeited on 13th September, 2019. Further, the Company has accumulated losses amounting to Rs. 30,89,52,786/- as at 31st March, 2026. « 14. The Board of Directors of the Company proposes to undertake a reduction of the share capital of the Company in accordance with the provisions of Section 66 of the Companies Act, 2013, with the objective of reflecting the assets and liabilities of the Company at their realizable value and enhancing the overall business value of the Company. The proposed reduction of share capital shall be followed by a preferential issue of equity shares and warrants, as detailed in the Scheme set out hereunder. —— ~.n POLYTES oie 4 sory | Directorl art SIahal ‘EL AF ULHIhCo!r oc’d vl 3 Lo. This Scheme of Arrangement ("Scheme") is presented under Sections 230 to 232, Section 66, Sections 42 and 62 and other applicable provisions of the Companies Act, 2013, read with the rules made thereunder, the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, SEBI Master Circular governing Schemes of Arrangement, the Securities Contracts (Regulation) Act, 1956, the Securities Contracts (Regulation) Rules, 1957 and other applicable laws." . The objective of this restructuring exercise is 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 proposed capital restructuring, together with the proposed infusion of fresh capital, is intended to strengthen the Company's financial position, improve its net worth, provide a sustainable capital structure, facilitate future business growth and financing requirements, and create long-term value for all stakeholders, including shareholders, creditors and other stakeholders of the Company. 1.8.The transactions contemplated under this Scheme, namely the reduction of share capital, adjustment of accumulated losses, and the subsequent issuance of Cash Preferential Equity Shares, and Preferential Warrants, constitute an integrated and composite arrangement. Each part of the Scheme is interdependent and shall be given effect only upon the Scheme becoming effective in accordance with its terms. 1.9.The Company has consciously adopted a composite Scheme instead of undertaking separate corporate actions under Sections 62 and 66 of the Companies Act, 2013 so that all restructuring measures are implemented simultaneously and interdependently, thereby ensuring certainty of implementation and avoiding regulatory inconsistency. 2.RATIONALE AND BENEFITS OF THE SCHEME 2.1. Reduction of Capital: For VISAGAR POLYTEX LIMITED: —— rargnatory / Directory The Company has historically been engaged in the business of textile retail, manufacturing, processing and trading, including ready-made garments, ethnic wear and related textile products. Over the past several years, the Company has faced an unprecedented combination of industry-wide disruptions, operational setbacks and adverse market conditions, which resulted in substantial accumulated losses and erosion of its net worth. As a consequence, the existing paid-up share capital of the Company is no longer adequately represented by its net assets as reflected in the audited financial statements. The existing capital structure therefore does not present a true and fair representation of the Company's financial position. Accordingly, the Company has formulated the present Composite Scheme of Arrangement as a comprehensive financial restructuring and revival plan with the primary objectives of: (i) rationalizing and realigning the Company's paid-up share capital with its available net assets; (ii) writing off accumulated losses through reduction of share capital without involving any outflow of funds; (iii) creating a financially sustainable capital structure capable of supporting future business operations; (iv) facilitating induction of strategic investors and fresh capital; (v) improving the Company's net worth and financial ratios; (vii) enhancing its ability to raise future debt and equity funding; and (viii) enabling long-term business revival and value creation for all stakeholders The proposed reduc [Showing first 8,000 characters — download PDF for full document]