VARDHMAN TEXTILES LIMITED

Vardhman Textiles Limited, formerly known as Mahavir Spinning Mills Limited was incorporated on October 8, 1973. The Company's name was subsequently changed from 'Mahavir Spinning Mills Limited' to 'Vardhman Textile Limited' on September 5, 2006. The Company is one of the leading textile manufacturers of India offering the largest range of textile products across fibre (acrylic), yarn and fabrics. Headquartered in Ludhiana, it is one of the leading textile conglomerates of India. Presently, it is engaged in manufacturing of cotton yarn, synthetic yarn and woven fabric. The Company expanded its product offerings and entered into strategic alliance with leading global textile players to gain access to state-of-the-art technologies. Yarn constitutes the largest business for Vardhman Textiles with over 1,00,000 spindles and has a capacity to manufacture over 670 MT of yarn per day. Vardhman Textiles is one of the very few vertically integrated fabric manufacturers in India producing fabrics for both tops and bottoms in the apparel segment serving large retailers across USA, Europe, Asia and other emerging nations. The company has pioneered the development of a wide variety of fabrics. The company's fabric division has a weaving capacity of over 193.4 million meters per annum and processing capacity over 151.7 million meters per annum across a wide specialty fabrics' range. It presently has 15 manufacturing units and exports are spread across more than 57 countries across the globe. In 1965, the Vardhman Group started its first manufacturing unit at Ludhiana in the State of Punjab with 6000 spindles. During the year 1988-1989, Mohta Industrial Limited (MIL) amalgamated with Mahavir Spinnig Mills Ltd with effect from April 1, 1989 and in the same year the company completed the first phase of its modernization for both its spinning units at Hoshiarpur and Malerkotla and steel unit at Ludhiana. During the same year the company added another 24000 spindles to it's at Malerkotta with total cost of about RS.21, 000 crores. During the year 1992-1993 the company expansion of sewing Thread capacity undertaken at existing site at Hoshiarpur, with capacity out-lay of Rs. 7.30 crores. During the year 1998-1999 the company, the third 100% EOU at Mandideep, with an installed capacity of 25,000 spindles, started its commercial production. During the year 2000-2001, the company increased installed capacity of Spindles from 212,568 Nos to 213,496 Nos. During the year 2001-2002, the company further increased installed capacity of Spindles from 213,496 Nos to 243,640 Nos. Also, the company increased installed capacity of Rolled Product from 40,000 Nos to 66,000 Nos. During the year 2004-2005, the company increased installed capacity of Spindles from 310,296 Nos to 468,688 Nos and in the same year it further increased installed capacity of Rolled Product from 66,000 to 80,400. During the year 2005-2006, the company invested Rs. 338.88 in expansion, modernization and debottlenecking activities. And in the same year the company implemented two new expansions in Madhya Pradesh under the names Vardhman Yarn, a spinning project and Vardhman Fabrics, an integrated Fabric project. During the year, the company increased installed capacity of Spindles from 468,688 Nos to 477,920 Nos. During the year 2006-2007, Company increased the installed capacity of Spindles from 477,920 Nos to 543,432 Nos. During the year 2007-2008, the company commissioned a new yarn unit- vardhaman yarns at Satlapur (MP) with initial capacity of 30,000 spindles, and in the same year the company textile unit started in 'Vardhaman Fabrics' at Budni (MP). During the year the company acquired 11,700,000 (10.78%) and 3,300,000 (3.04%) equity shares of VAL from its foreign collaborators, namely, Marubeni Corporation, Japan and Japan Exlan Company Ltd. During the year 2009-10, 6080 spindles became operational at 'Vardhman Yarns', Satlapur (MP) a unit of the company thus taking the total operational capacity of the said unit to 1,76,704 spindles as on September 30, 2009. It partnered with world-class textile organisation Nisshinbo Textile Inc., Japan and formed Vardhman Nisshinbo Garments Company Ltd. (VNGL) to deliver high quality shirting. The Board of Directors of Vardhman Textiles at its meeting held on 7 May 2010 considered and given an in-principle approval for the demerger of the steel business of the company in consultation with KPMG, the external advisors appointed in this regard. The Board also constituted a Committee of Directors to finalise the Scheme in consultation with the company's advisors for taking necessary action for completing the requirements in this regard. On 16 March 2011, Vardhman Textiles informed the stock exchanges that the certified copy of the Order of the Punjab & Haryana High Court approving the Scheme of Arrangement has been filed with the Registrar of Companies at Chandigarh on 15 March 2011 and the Scheme has become effective. As per the Scheme, the steel business undertaking of Vardhman Textiles stands vested in Vardhman Special Steels Limited with effect from the Appointed Date i.e.1 January 2011. As per Clause 5.1 of the Scheme, the shareholders of Vardhman Textiles Limited would be allotted 1 share of Vardhman Special Steels Limited for every 5 shares held in Vardhman Textiles Limited whose names are registered in the register of members of Vardhman Textiles Limited as on the Record Date to be fixed for the purpose. In 2011, the Vardhman group entered into garment business with manufacturing of formal shirts for men. In 2013, with the increase in spindle capacity to 10 lakh, Vardhman reached the highest spindle capacity in the country. Vardhman Textiles commissioned the first phase of its printed fabrics line in March 2016. On 1 September 2016, Vardhman Textiles informed the stock exchanges that as per terms of Share Sale and Purchase Agreement (SPA), the company has sold 2.28 crore equity shares in Vardhman Yarns and Threads Limited (VYTL) to American & Efird Global, LLC (A&E Global) against a total consideration of Rs 412.99 crore. Post this transaction, the company now holds 62.70 lakh equity shares in VYTL aggregating to 11% and A&E Global holds 5.07 crore shares in VYTL aggregating to 89% of the issued, subscribed and paid-up equity shares capital of VYTL. Consequently, VYTL has ceased to be a subsidiary of the company. In terms of the transaction documents, Vardhman Textiles will have a put option and A&E Global will have call option on the remaining 11% stake of VYTL held by Vardhman Textiles. The put/call option will be exercisable at any time beginning 3 years from 1 September 2016. A&E Global became joint venture partner of Vardhman Textiles in VYTL in 2008. Later in 2011, KPS Capital Partners acquired A&E Global. The Board of Directors of Vardhman Textiles at its meeting held on 24 September 2016 approved the proposal to buy-back the fully paid up equity shares of face value of Rs. 10/- each of the company from the shareholders of the company on proportionate basis through a Tender offer. The buy-back shall be upto an aggregate amount not exceeding Rs 720 crore, at a maximum price of Rs 1,175 per share. On 28 December 2016, Vardhman Textiles submitted to the stock exchanges a copy of Final Letter of Offer for buyback of upto 62.60 lakh equity shares at a price of Rs 1,150 per share under tender offer route. On 6 September 2017, Vardhman Textiles informed the stock exchanges that the company has purchased entire stake of Marubeni Corporation (6.67%) and Marubeni Hong Kong and South China Limited (3.89%) in its subsidiary, M/s VMT Spinning Company Limited (VMT). The company earlier was holding 89.44% shares of VMT and with this purchase VMT has become its 100% subsidiary.During the year 2019, the Company purchased the entire stake of its Joint Venture partners i.e. 49%. As such Vardhman Nisshinbo Garments Company Limited (VNGL) became a 100% subsidiary of the Company w.e.f. 23rd January 2019. The Company established 'Vardhman ReNova', a Fibre Recycling Plant with c capacity of 6 TPD for producing recycled yarn in 2021. On 30th March, 2022, the wholly owned subsidiaries, VMT Spinning Company Limited (VMT) and Vardhman Nisshinbo Garments Company Limited (VNGL) got merged with the Company and the Scheme of Amalgamation became effective from April 1, 2020. The Company established Vardhman ReNova', a Fibre Recycling Plant with a capacity of 6 TPD for producing sustainable recycled yarn in FY 2022. Vardhman Textiles is strategically diversifying into a new business segment centered on the production of 100% synthetic filament-based fabrics in coming years. Company has earmarked Rs 1,200 crore for a comprehensive modernisation drive across its spinning and fabric divisions. This initiative involves the phased replacement of legacy machinery in the spinning segment to enhance operational efficiency, reduce utility consumption, increase automation and improve manufacturing flexibility. Further, an investment of Rs 350 crore is being directed toward production of 100% synthetic filament-based fabrics.