Ramgopal Polytex Limited announced that its statutory auditor, Rungta Agarwal and Associates, has changed its legal constitution from a partnership firm to a proprietorship firm. The change is effective from September 9, 2026.

The conversion follows the resignation of CA Pawan Kumar Rungta as a partner. Consequently, CA Shivratan Krishnakumar Agarwal, who was previously a partner in the firm, will continue the audit practice as the sole proprietor. The firm retains its existing name and Firm Registration Number (FRN) 117761W.

Audit Engagement Status

The company clarified that this structural change does not constitute a resignation of the statutory auditor. There is no change in the statutory audit engagement of Ramgopal Polytex Limited pursuant to the change in constitution. The audit firm confirmed that its Peer Review Certificate status remains unchanged and that the conversion complies with Institute of Chartered Accountants of India (ICAI) guidelines.

Rungta Agarwal and Associates was appointed as the statutory auditor at the 41st Annual General Meeting held on September 30, 2022. The appointment is for a five-year term, concluding at the 46th Annual General Meeting.

Regulatory Compliance

The intimation was filed under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The disclosure aligns with Schedule III of the Listing Regulations and SEBI Master Circular No. SEBI/HO/CFD/PoD2/CIR/P/0155 dated November 11, 2024. The matter will be placed before the Audit Committee and Board of Directors for necessary compliance with the Companies Act, 2013.

Key Details of Auditor Change

Pravin Kumar Shishodiya and Punit Shishodiya have launched a mandatory open offer to acquire up to 37.70 lakh equity shares of Ramgopal Polytex Limited at ₹17.10 per share. The offer represents 26% of the company’s equity share capital and is triggered by a separate share purchase agreement (SPA) to acquire a controlling stake.

The acquirers entered into the SPA on July 28, 2026, to purchase 65.92 lakh shares (45.46% stake) from existing promoters at ₹9 per share. This transaction mandated the public offer under SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. Upon full acceptance of the open offer, the combined holding of the Shishodiya duo will rise to 71.46% of the company’s equity capital.

Offer Timeline and Mechanics

The tendering period for the open offer has been revised and will run from September 25, 2026, to October 9, 2026. The Independent Directors Committee (IDC) recommended the offer price as fair and reasonable, with the recommendation published on September 22, 2026. The offer is not subject to any minimum level of acceptance. If the number of validly tendered shares exceeds the offer size, acceptance will be on a proportionate basis.

A corrigendum to the Detailed Public Statement was issued on September 24, 2026, updating several key milestones. The Identified Date for determining eligible shareholders was revised from September 1, 2026, to September 10, 2026. Consequently, the dispatch date for the Letter of Offer moved from September 8, 2026, to September 18, 2026.

Corporate Professionals Capital Private Limited serves as the manager to the offer, while Ankit Consultancy Private Limited acts as the registrar. Nikunj Stock Brokers Limited has been appointed as the Buying Broker. Kotak Mahindra Bank Limited holds the escrow account, where the acquirers have deposited ₹1.62 crore, representing more than 25% of the maximum consideration of ₹6.45 crore.

Regulatory Disclosures and Corrections

The corrigendum incorporated changes directed by SEBI regarding the disclosure of promoter shareholding. The Letter of Offer now discloses the individual shareholding of promoter group members rather than a consolidated figure. Additionally, details of non-compliance with SEBI (LODR) Regulations, 2015, were updated. Specifically, Ramgopal Textiles Limited had a one-working-day delay in filing disclosures under Regulation 29(2) for FY23.

The corrigendum also clarified the capital structure, noting that partly paid-up equity shares carry no voting rights unless fully paid up. A risk factor regarding Minimum Public Shareholding compliance was added to highlight potential non-compliance with listing regulations.

Financial Context

Ramgopal Polytex Limited reported a net loss of ₹99.11 million for the fiscal year ended March 31, 2026, compared to a loss of ₹18.52 million in FY25. Revenue from operations declined to ₹109.36 million in FY26 from ₹148.20 million in FY25. The company’s book value per share stood at ₹7.22 as of March 31, 2026.

What the Numbers Show

The offer price of ₹17.10 per share represents a significant premium over the company’s recent market performance and book value. It is 137% higher than the book value of ₹7.22 per share. Furthermore, the offer price exceeds the volume-weighted average price (VWAP) of ₹16.73 calculated over the 60 trading days preceding the public announcement, justifying the valuation under SEBI regulations for frequently traded shares.

Shareholders tendering shares will be subject to tax implications based on their residential status and holding period. Long-term capital gains will be taxed at 12.5%, while short-term gains for residents will be taxed at applicable slab rates. Non-resident shareholders must comply with withholding tax norms or provide valid certificates for lower rates.