RR MetalMakers India Ltd

RR MetalMakers India Ltd — Trading window closed from Thursday, October 01, 2026 till the end of 48 hours after the Unaudited financial results for the quarter and half year ending September 30, 2026 become generally available.

Results update

• Board approved standalone unaudited Q1 2026 results for quarter ended June 30, 2026.
• Limited Review Report on the standalone results for Q1 2026 was taken on record.

Open Offer Snapshot

• Acquirers RB International Holdings, Suyog Desai, and Nikita Desai to acquire 23,42,295 shares (26% of TC) at ₹23.85.
• Maximum consideration ₹5,58,63,735.75; 63,65,924 sale shares (70.66% of equity).
• Open Offer mandatory under SEBI SAST; not conditional on minimum acceptance.
• Offer opens 23 Sep 2026; closes 7 Oct 2026; Identified Date 8 Sep 2026.
• Post-completion, acquirers would hold 87,08,219 shares (96.66%), promoters reclassified to public.
• Escrow ₹1.40 crore funded to secure payment obligations.

Governance & Ownership Changes

• Sellers reclassified as public on completion.
• Post-offer, acquirers to appoint directors; non-independent directors to resign.
• Independent directors' committee to provide recommendation at least 2 working days before tendering.

Regulatory & Timetable

• As of LOF date, no approvals required; future approvals may delay the Offer.

Open Offer Overview

• Acquirers: RB International Holdings Limited; Suyog Yogesh Desai; Nikita Suyog Desai.
• Target: RR MetalMakers India Limited, steel ore trader.
• Trigger: SEBI SAST Open Offer following SPA; promoter stake acquisition prompts public offer.
• Promoter sale under SPA: 63,65,924 shares (70.66%).
• Open Offer to public for up to 23,42,295 shares (26%).
• Offer price: ₹23.85 per share; cash.
• No PACs disclosed; no competing offers.

Offer Details

• Offer Shares: 23,42,295; 26% of equity.
• Offer Price: ₹23.85; total max ₹5,58,63,735.75.
• Period: Opens 23 September 2026; closes 7 October 2026.
• Payment: cash; off-market tender; escrow deposit ₹1.40 crore with Axis Bank.
• Regulatory approvals: none currently; may be required for future approvals.
• Minimum acceptance: not applicable (not conditional).
• Price revision: possible up to last 1 Working Day before Tendering Period.
• Competing offers: none as of this DLOF.

Post-Offer Impact

• Post-offer shareholding (full acceptance): Acquirers 87,08,219 shares (96.66%).
• Promoters/promoter group to be reclassified as public on completion.
• Public shareholding must remain ≥25%; non-compliance triggers regulatory actions.
• Acquirers intend to retain listing; no delisting offer planned.
• Board: Acquirers to nominate directors; non-independent directors to resign.

Key Dates & Timeline

• Public Announcement: 30 July 2026.
• DPS published: 6 August 2026.
• Draft LOF with SEBI: 13 August 2026.
• Competing offer deadline: 31 August 2026.
• SEBI comments: 4 September 2026.
• Identified Date: 8 September 2026.
• Dispatch LOF to Public: 16 September 2026.
• Independent directors' recommendation due: 18 September 2026.
• Price/upward revision deadline: 21 September 2026.
• Open Offer opens: 23 September 2026.
• Tendering closes: 7 October 2026.
• Payment to accepted tenders: 22 October 2026.
• Post-open offer public announcement: 29 October 2026.
• Final SEBI report filed: 29 October 2026.

Independent Directors’ Recommendation

• IDRs will provide a written recommendation; published two working days before Tendering Period.

Financial Highlights

• FY2026 revenue ₹8,689.06 lakh; PAT ₹-67.21 lakh; net worth ₹837.66 lakh.
• FY2025 revenue ₹5,197.09 lakh; PAT ₹167.65 lakh; net worth ₹928.29 lakh.
• FY2024 revenue ₹9,638.93 lakh; PAT ₹105.12 lakh; net worth ₹760.53 lakh.

Meeting Details

• Board meeting scheduled for Friday, 14 August 2026; time and venue not disclosed.

Key Agenda Items

• Standalone unaudited financial results for the quarter ended June 30, 2026.
• Limited Review Report for the quarter ended June 30, 2026.

Other Notes

• Trading window closed from 01-Jul-2026 to 16-Aug-2026 (48 hours post-results).

AGM Details

• AGM held on August 7, 2026 at 11:30 a.m. via VC/OAVM.
• Record date for voting: July 31, 2026.
• Meeting conducted through VC/OAVM; no physical meeting.
• Shareholders on record: 1,160.
• Venue deemed as Registered Office.

Resolutions & outcomes

• Agenda 1: Standalone audited financial statements for FY ended March 31, 2026; approved.
• Agenda 2: Reappointment of Virat Shah as Director; approved.
• Agenda 3: Reappointment of Samir Patil as Independent Director for second five-year term; approved.
• All resolutions passed with 100% in favour.

Director Changes

• Virat Seventilal Shah reappointed as Director (retiring by rotation).
• Samir Mukund Patil reappointed as Independent Director for second five-year term.

AGM Details

• 31st AGM held Aug 7, 2026 at 11:30 a.m. via VC/OAVM; concluded 11:42 a.m.
• Remote e-voting open Aug 4–7, 2026; e-voting also during AGM.
• Quorum met; meeting chaired by Chairman; Scrutinizer appointed for voting.
• AGM deemed held at the registered office.

Resolutions

• Res 1: Adopt standalone financial statements; outcome pending.
• Res 2: Re-appoint Virat Shah by rotation; outcome pending.
• Res 3: Independent director Samir Patil reappointed for second five-year term; outcome pending.

Voting results

• Res 1: voting results pending; to be announced within two working days.
• Res 2: voting results pending; to be announced within two working days.
• Res 3: voting results pending; to be announced within two working days.

Director changes

• Virat Shah reappointed as director by rotation.
• Samir Patil reappointed as Independent Director for second five-year term.

Other

• Results and Scrutinizer Report to be intimated to stock exchange and uploaded on website.

Open Offer Overview

• Trigger: SPA triggers mandatory open offer for 26% by the Acquirers.
• Acquirers: RB International Holdings Limited; Suyog Yogesh Desai; Nikita Suyog Desai.
• Target: RR Metalmakers India Limited, wholesale steel and iron ore trader.
• PACs: No person acting in concert with the acquirers.

Offer Details

• Offer shares: 23,42,295 shares representing 26.00%.
• Offer price: ₹23.85 per share; total ₹5.586 crore.
• Period: Tendering from 23 Sept 2026 to 7 Oct 2026.
• Payment: cash with full acceptance assumed.
• Approvals: RBI approvals for NRIs; not conditional on minimum acceptance.
• Not a competing offer; not an indirect acquisition.
• Delisting not planned.
• Post-offer promoter: combined 96.66% holdings.

Post-Offer Impact

• Promoter shift: Acquirers to become promoters on completion.
• Public float expected to be about 3.34%.
• Listing to continue; delisting not proposed.
• Sellers cease to be promoters post-transaction.

Key Dates

• Public Announcement issued: 30 July 2026.
• DPS published: 6 August 2026.
• Identified Date: 8 September 2026.
• Tendering opens: 23 September 2026; closes: 7 October 2026.
• Independent directors' recommendation due: 18 September 2026.
• Price/revision deadline: 21 September 2026.
• Opening date announcement: 22 September 2026.
• Payment for accepted tenders: by 29 October 2026.

Financial Highlights

• FY2026 revenue ₹8,739.41 lakh.
• FY2026 net loss ₹66.58 lakh.
• FY2026 EPS ₹-0.75.
• Net worth ₹745.50 lakh.

Independent Directors' Recommendation

• Independent directors' recommendation not provided in DPS.