Corporate Professionals Capital Pvt Ltd ("Manager to the Offer") has submitted to BSE a copy of Public Announcement under Regulations 3(1) and 4 read with Regulations 15(1) of Securities ....

PUBLIC ANNOUNCEMENT UNDER REGULATION 3(1) AND REGULATION 4 READ WITH REGULATION 15 (1) OF SECURITIES AND EXCHANGE BOARD OF INDIA (SUBSTANTIAL ACQUISITION OF SHARES AND TAKEOVERS) REGULATIONS, 2011 AND SUBSEQUENT AMENDMENT THERETO FOR THE ATTENTION OF PUBLIC SHAREHOLDERS OF RAMGOPAL POLYTEX LIMITED OPEN OFFER (‘OFFER’) FOR ACQUISITION OF UPTO 37,70,000 (THIRTY SEVEN LAKH SEVENTY THOUSAND ONLY) EQUITY SHARES OF FACE VALUE OF INR 10.00 EACH (‘EQUITY SHARE(S)’) REPRESENTING 26.00% OF THE EQUITY SHARE CAPITAL (AS DEFINED BELOW) OF RAMGOPAL POLYTEX LIMITED (HEREINAFTER REFERRED AS ‘RPL’/’TC’/ ‘TARGET COMPANY’) FROM THE PUBLIC SHAREHOLDERS OF THE TARGET COMPANY BY MR. PRAVIN KUMAR SHISHODIYA (‘ACQUIRER 1’) AND MR. PUNIT SHISHODIYA (‘ACQUIRER 2’) (HEREINAFTER COLLECTIVELY REFERRED TO AS ‘ACQUIRERS’) This Public Announcement (‘PA’ / ‘Public Announcement’) is being issued by Corporate Professionals Capital Private Limited (‘Manager to the Offer’) for and on behalf of Acquirers to the Equity Shareholders of the Target Company (‘Public Shareholders’) pursuant to, and in compliance with, Regulation 3(1) and Regulation 4 and of Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 and subsequent amendments thereto (‘SEBI (SAST) Regulations’). For the purpose of this Public Announcement, the following terms have the same meanings as assigned to them below: a) ‘Acquirers’ means and includes Mr. Pravin Kumar Shishodiya and Mr. Punit Shishodiya b) ‘Equity Share Capital’ means the total Equity Share Capital of the Target Company i.e. INR 14,50,00,000/- (Indian Rupees Fourteen Crore and Fifty Lakh Only) divided into 1,45,00,000 (One Crore Forty Five Lakh) Equity Shares of face value of INR 10.00 (Indian Rupees Ten only) each of the Target Company. c) ‘Promoter and Promoter Group’ means the Sellers (as defined below) d) ‘Public Shareholders’ shall mean all the shareholders of the Target Company who are eligible to tender their Equity Shares in the Offer, except the Acquirers, person acting in concert with the Acquirers, existing members of the promoter and promoter group of the Target Company, person acting in concert with the member of promoter and promoter group and the parties to the SPA (as defined below). e) ‘Sellers’ means and includes, Mr. Mohanlal Ramgopal Jatia, Mr. Sanjay Mohanlal Jatia, M/s. Mohanlal S Jatia HUF, M/s. J M Trading Corporation, M/s. Ramgopal and Sons, M/s. Kalpana Trading Corporation, Seven Rivers Investments Private Limited (formerly known as ‘Ramgopal Investment and Trading Company Private Limited’) and Ramgopal Synthetics Limited, who are the member of promoter and promoter group of the Target Company, that have entered into the SPA (as defined below) to sell their entire shares constituting 45.46% of the Equity Share Capital of the Target Company. f) ‘SPA’ means the Share Purchase Agreement entered on July 28, 2026, by the Acquirers to acquire 65,91,796 (Sixty-Five Lakh Ninety-One Thousand Seven Hundred and Ninety-Six) Equity Shares representing 45.46% of the Equity Share Capital of the Target Company from the Sellers at an agreed price of INR 9 /- (Indian Rupees Nine Only) per Equity Share aggregating to INR 5,93,26,164/- (Indian Rupees Five Crore Ninety Three Lakh Twenty-Six Thousand One Hundred and Sixty Four Only) g) ‘Target Company’ / ‘TC’ / ‘RPL’ means Ramgopal Polytex Limited. h) ‘Working Day’ means any working day of the Securities and Exchange Board of India (“SEBI”). 1. OFFER DETAILS 1.1. Size: 37,70,000 (Thirty Seven Lakh Seventy Thousand Only) Equity Shares representing 26.00% of the Equity Share Capital of the Target Company subject to the terms and conditions mentioned in this Public Announcement and the Detailed Public Statement (the ‘DPS’) and the Letter of Offer (the ‘LOF’) that are proposed to be issued in accordance with the SEBI (SAST) Regulations. As per the shareholding pattern filed by the Target Company with the BSE Limited for the quarter ended June 30, 2026, the Target Company has disclosed that there are 2,32,500 partly paid up Equity Shares 1.2. Price/ Consideration: The Open Offer is made at a price of INR 17.10/- (Indian Rupees Seventeen and One Zero Paisa only) for each Equity Share of Target Company (“Offer Price”) *. Assuming full acceptance in the Open Offer, the total consideration payable by the Acquirers under the Open Offer, at the Offer Price will be, INR 6,44,67,000/- (Indian Rupees Six Crore Forty Four Lakh and Sixty Seven Thousand only). * The Offer Price for partly paid-up Equity Shares will be computed as the difference between the Offer Price and the amount due towards calls-in-arrears including unpaid interest, if any, thereon. 1.3. Mode of Payment (Cash/ Security): The Offer Price will be paid in Cash, in accordance with the provisions of Regulation 9(1)(a) of the SEBI (SAST) Regulations. 1.4. Type of Offer: This Open Offer is Triggered/ Mandatory Offer made in compliance with Regulation 3(1) and Regulation 4 of the SEBI (SAST) Regulations pursuant to the execution of the SPA. 2. TRANSACTION WHICH HAS TRIGGERED THE OPEN OFFER OBLIGATIONS (UNDERLYING TRANSACTION) Acquirers have entered into SPA on July 28, 2026 with the Sellers to acquire 65,91,796 (Sixty Five Lakh Ninety One Thousand Seven Hundred and Ninety Six) Equity Shares representing 45.46% of the Equity Share Capital of the Target Company from the Sellers at an agreed price of INR 9/- (Indian Rupees Nine Only) per Equity Share along with control over the management and affairs of the Target Company which triggered the requirement to make Open Offer under Regulation 3(1) and Regulation 4 of SEBI (SAST) Regulations per Equity Share. Details of Underlying Transaction Shares / Voting rights acquired/ proposed to be Total Type of acquired Consideration Mode of Regulation Transac Mode of Transaction Number % vis a vis for Shares/ payment which has tion (Agreement/ Allotment/ total Voting Rights (Cash/ triggered (Direct/ Market Purchase) Equity/ (VR) acquired securitie Indirect) voting (INR In Crores) s) Capital* Direct Share Purchase Agreement 65,91,796 Equity 45.46 5.93 Cash Regulation 3(1) (as defined in clause (f) of Shares and Regulation definitions above) 4 of SEBI (SAST) Regulations, 2011 *This percentage has been calculated on the basis of Equity Share Capital of the Target Company. 3. ACQUIRERS DETAILS ACQUIRER 1 ACQUIRER 2 Total Name of Acquirers Mr. Pravin Kumar Shishodiya Mr. Punit Shishodiya 2 Residential Address House No. AG 189, Scheme No. House No. AG 189, Scheme No. 54, - 54, Vijay Nagar, Indore 452010 Vijay Nagar, Indore 452010 Name(s) of persons in Not Applicable Not Applicable - control / promoters of Acquirer Name of the Group, if Not Applicable Not Applicable - any, to which the Acquirer belongs to Pre-Transaction Nil Nil - Shareholding • Number • % of Total Share Capital Proposed Shareholding 38,50,000 27,41,796 65,91,796 after the acquisition of (Thirty-Eight Lakh Fifty (Twenty-Seven Lakh Forty-One (Sixty-Five Lakh Ninety- shares which triggered Thousand) Equity Shares Thousand Seven Hundred Ninety- One Thousand Seven the Open Offer* representing 26.55% of the Six) Equity Shares representing Hundred and Ninety-Six) Equity Share Capital of the 18.91% of the Equity Share Capital Equity Shares representing Target Company of the Target Company 45.46% of the Equity Share Capital of the Target Company Any other interest in the None None - 4. DETAILS OF SELLING SHAREHOLDERS Name Part of Details of shares/ voting rights held by the selling shareholders Promoter/ Pre - Transaction Post - Transaction Promoter group (Yes/No) Number % of Equity Number % of Equity Share Capital Share Capital Mr. Mohanlal Ramgopal Jatia Yes 12,35,400 8.52 Nil - M/s. Mohanlal S Jatia HUF Yes 27,000 0.19 Nil - Mr. Sanjay Mohanlal Jatia Yes 61,800 0.43 Nil - M/s. J M Trading Corporation Yes 4,55,000 3.14 Nil - M/s. Ramgopal and Sons Yes 2,03,500 1.40 Nil - M/s. Kalpana Trading Corporation Yes 10, [Showing first 8,000 characters — download PDF for full document]