Pravin Kumar Shishodiya and Punit Shishodiya have acquired a 45.46% stake in Ramgopal Polytex Limited, triggering a mandatory open offer to public shareholders. The acquirers executed a Share Purchase Agreement (SPA) on July 28, 2026, to purchase 65,91,796 equity shares from the existing promoter group for ₹5,93,26,164, priced at ₹9 per share. This transaction transfers control of the textile manufacturer’s management and affairs to the Shishodiya brothers, compelling them to launch an open offer for up to 37,70,000 additional shares (26% of equity) at ₹17.10 per share under Regulation 3(1) and Regulation 4 of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

The open offer, managed by Corporate Professionals Capital Private Limited, carries a maximum consideration of ₹6,44,67,000 assuming full acceptance. Payment will be made in cash as per Regulation 9(1)(a) of the SEBI (SAST) Regulations. The offer is not conditional on any minimum acceptance level under Regulation 19(1) nor is it a competitive bid under Regulation 20. Ramgopal Polytex disclosed the acquisition to BSE Limited on July 28, 2026, pursuant to Regulation 30 read with Clause 5A of Para A of Part A of Schedule III of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Underlying Transaction Details

The triggering event was the sale of the entire shareholding by the promoter group, which held 45.46% of the company’s equity. The sellers include Mr. Mohanlal Ramgopal Jatia, M/s. Mohanlal S Jatia HUF, Mr. Sanjay Mohanlal Jatia, M/s. J M Trading Corporation, M/s. Ramgopal and Sons, M/s. Kalpana Trading Corporation, Seven Rivers Investments Private Limited, and Ramgopal Synthetics Limited. Post-transaction, these entities hold nil shares.

Post-Transaction Shareholding

Following the underlying SPA but prior to the open offer, Pravin Kumar Shishodiya holds 38,50,000 shares (26.55%) and Punit Shishodiya holds 27,41,796 shares (18.91%). Collectively, they hold 65,91,796 shares, constituting 45.46% of Ramgopal Polytex’s total equity share capital of ₹14,50,00,000, divided into 1,45,00,000 equity shares of face value ₹10 each.

Offer Mechanics and Timeline

The Detailed Public Statement (DPS) will be published on or before August 04, 2026, in English and Hindi national dailies, Marathi newspapers near the registered office in Thane, Maharashtra, and regional dailies with high trading volume on BSE Limited. The offer price for partly paid-up equity shares will be adjusted by subtracting calls-in-arrears and unpaid interest. As of June 30, 2026, there were 2,32,500 partly paid-up equity shares outstanding.

What the Numbers Show

The significant premium between the SPA price (₹9 per share) and the open offer price (₹17.10 per share) highlights the regulatory cost of acquiring control. While the promoters exited at a lower valuation, public shareholders are offered a substantially higher price, reflecting the mandatory nature of the takeover bid and potentially signaling the acquirers’ confidence in the company’s future prospects or strategic value.

Ramgopal Polytex Limited has scheduled its 45th Annual General Meeting (AGM) for August 06, 2026, at 3:30 p.m. IST, to be conducted through video conferencing and other audio-visual means. The meeting will be held in compliance with the Companies Act, 2013, and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The company has appointed Ms. Uma Lodha, Proprietor of M/s. Uma Lodha & Co., as the scrutinizer for the e-voting process.

The register of members and share transfer books of the company will remain closed from July 31, 2026, to August 06, 2026, both days inclusive, for the purpose of the AGM. Shareholders whose names appear in the register of members or beneficial owners as on the cut-off date will be entitled to participate in the remote e-voting and attend the meeting.

The company has established a remote e-voting facility, which will commence on August 03, 2026, at 9:00 a.m. IST and conclude on August 05, 2026, at 5:00 p.m. IST. The cut-off date for determining eligibility for e-voting is July 30, 2026. Members may opt for either remote e-voting or e-voting during the AGM, but not both. Votes cast through remote e-voting cannot be changed subsequently.

The notice of the AGM and the Annual Report for 2025-26 have been dispatched electronically to members with registered email addresses. Physical copies will not be sent. These documents are available on the company's website and the BSE website. Shareholders holding shares in physical form can update their KYC details, including email and bank account information, by submitting Form ISR-1 to the company's Registrar and Transfer Agent, Bigshare Services Private Limited.

Key Meeting Dates