RR MetalMakers India531667Open offer update

Independent directors: open offer price of Rs. 36.83 per share appears fair and reasonable

Independent directors of RR MetalMakers call the open offer fair and reasonable.

By ScoutQuest · Thu 22 Oct 2026, 4:30 PM IST · 2 min read

`36.83 per Equity ShareOffer price per equity share

Negotiated price under Share Purchase Agreement`23.85

Compensatory interest included per equity share`12.98 per Equity Share

Offer price per equity share `36.83 per Equity Share: Negotiated price under Share Purchase Agreement `23.85, Compensatory interest included per equity share `12.98 per Equity Share.

Offer Price: Rs. 36.83 per equity share, including Rs. 12.98 compensatory interest
Offer Size: Up to ~23.42 lakh shares (26.00%)
Maximum Consideration: Rs. 8,62,66,724.85

What this document is

RR MetalMakers India Limited is the target company in an open offer made by three acquirers: RB International Holdings Limited, Suyog Yogesh Desai and Nikita Suyog Desai. Vivro Financial Services Private Limited is the manager to the offer. The company's committee of independent directors has recorded its view on whether the offer price is fair and reasonable, and that view has been shared with the exchanges.

The offer, in numbers

The acquirers are seeking up to ~23.42 lakh equity shares, being 26.00% of the equity share capital, from public shareholders.
Offer price: Rs. 36.83 per equity share, which includes compensatory interest of Rs. 12.98 per equity share.
Maximum aggregate consideration: Rs. 8,62,66,724.85, payable in cash.

What the directors said

The offer price of Rs. 36.83 per equity share appears to be fair and reasonable, having been determined in line with Regulation 8 of the SEBI (SAST) Regulations.
It is higher than the negotiated price of Rs. 23.85 per equity share under the Share Purchase Agreement dated July 30, 2026.
The directors also drew shareholders' attention to the BSE closing price of Rs. 45.02 per equity share on October 19, 2026, which is higher than the offer price.
The recommendation was approved unanimously by the committee. No independent advisors were engaged.

Why the price is Rs. 36.83 and not Rs. 23.85

Certain historical acquisitions of equity shares by the sellers during FY 2019-20 and FY 2021-22 had triggered obligations to make an open offer under the SEBI (SAST) Regulations.
SEBI, by an observation letter dated October 8, 2026, directed the acquirers to pay compensatory interest at 10% per annum under Regulation 18(11A).
That interest was computed on the historical highest acquisition price of Rs. 21.29 per equity share by one of the sellers, up to the expected date of payment to public shareholders under the current open offer.
As a result, the price payable to public shareholders rose from Rs. 23.85 to Rs. 36.83 per equity share, of which Rs. 12.98 is compensatory interest.

The committee

Two independent directors, Leena Nishad Jail (Chairperson) and Samir Mukund Patil.
Both are non-executive and independent directors of the company, hold no equity shares in it, and have no contract or relationship with the company.
Neither has any contract, arrangement or relationship with the acquirers.
No committee member traded in the company's equity shares or other securities in the 12 months preceding the public announcement, or between the public announcement and the recommendation.

What shareholders are told

The committee has advised public shareholders to independently evaluate the open offer and take an informed decision on whether or not to tender their shares.
The statement of recommendation is available on the company's website, www.rrmetalmakers.com.
The offer price includes an interest component and is therefore different from the negotiated purchase price, while the BSE closing price noted in the update is higher than the offer price.

26%Share of equity share capital under offer

Share of equity share capital under offer: 26.00%.

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