Ramgopal Polytex Ltd

Financial highlights

• Total revenue Rs 57.48 lakh; revenue from operations Rs 36.96 lakh.
• Profit before tax Rs 0.36 lakh; net profit Rs 0.36 lakh.
• EPS: Basic Rs 0.002; Diluted Rs 0.002.
• Paid-up equity capital Rs 1,439.63 lakh; total comprehensive income Rs 15.08 lakh.
• Other income Rs 20.52 lakh; tax expense nil.
• Auditors' review: unqualified; results unaudited for quarter ended 30-06-2026.
• Main business: yarn and polymers; no separate IND AS 108 segments.

Open Offer Overview

• Acquirers: Mr. Pravin Kumar Shishodiya and Mr. Punit Shishodiya.
• Target: Ramgopal Polytex Limited.
• Open Offer triggered under SPA to acquire 65,91,796 shares (45.46%), establishing control.
• No PACs disclosed.

Offer Details

• Open Offer size: 37,70,000 equity shares representing 26.00%.
• Offer price: INR 17.10 per share; total consideration INR 6,44,67,000.
• Mode of payment: Cash.
• Type of Offer: Triggered/Mandatory under SEBI SAST due to SPA.

Transaction Background

• SPA dated 28 July 2026 to acquire 65,91,796 shares at INR 9.
• SPA confers control over management; promoter status change anticipated.
• Post-transaction holdings: Acquirer 1 38,50,000 (26.55%), Acquirer 2 27,41,796 (18.91%), combined 65,91,796 (45.46%).

Post-Offer Impact

• Pre-offer combined holding: 65,91,796 shares (45.46%).
• Post-offer, if fully accepted: up to 1,03,61,796 shares (~71.39%).
• No delisting or explicit business changes disclosed.
• Offer not conditional on minimum acceptance.

Timeline and Process

• DPS to be published by Aug 04, 2026.
• Opening/closing dates to be announced in DPS.
• Eligible tenderers: public shareholders excluding acquirers, PACs, promoters, and SPA parties.

Other Material Information

• Regulatory approvals required under SEBI SAST Regulations.
• Not conditional on minimum acceptance; not a competitive bid.
• Acquirers have firm financial arrangements and adequate resources.

Dematerialisation/Rematerialisation status

• Dematerialisation requests were confirmed to depositories (accepted/rejected) for the reporting period.
• Securities dematerialised have been listed on the stock exchanges where the earlier issued securities are listed.
• Physical certificates received for dematerialisation were mutilated and cancelled after verification.
• Depository name was substituted as registered owner in records within the prescribed timeline.

AGM notice and KYC updates

• 45th AGM on Aug 6, 2026 at 3:30 PM IST via VC/OAVM.
• Electronic AGM Notice and Annual Report sent to shareholders with registered emails.
• Shareholders without registered email cannot receive electronically; access via web links.
• AGM Notice and Annual Report also available on BSE Limited website.
• Requests for physical copies can be made by emailing investor/compliance.
• KYC for physical holders required: PAN, email, mobile, address, bank details, signature, and nomination.
• Non-updated PAN/contacts/bank details may trigger electronic dividend payments.
• Submit ISR-1/2/3 and SH-13/14 to RTA for updates.
• RTA to update PAN/KYC per SEBI timelines; nomination changes take effect on receipt.

AGM Details

• AGM: Aug 06, 2026, 3:30 PM IST, via VC/OAVM.
• Mode: Video Conference/OAVM, no physical attendance.
• Voting record date: 30 July 2026.
• Register of Members/Share Transfer Books closed: Jul 31–Aug 6, 2026.
• Cut-off date for e-voting: July 30, 2026.

Ordinary Business

• Adopt Audited Financial Statements for year ended 31 March 2026.
• Re-appoint Mr. Sanjay Jatia as Director, retire by rotation.

Special Business

• Appoint Arun Kumar Sharma as Independent Director for 5 years (May 9, 2026–May 8, 2031), subject to approval.

Directors / Appointments

• Sanjay Jatia re-appointed as Director; liable to retire by rotation.

Book closure details

• Book closure from 31 July 2026 to 06 August 2026 inclusive.
• Purpose: 45th Annual General Meeting.
• AGM date/time: 06 August 2026 at 3:30 PM IST.
• Meeting mode: VC/OAVM for the AGM.