RR MetalMakers India Ltd

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.

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.

AGM notice and report access

• 31st AGM to be held on Aug 7, 2026 at 11:30 AM via Video Conferencing.
• Electronic copy of AGM Notice and 2025-26 Annual Report circulated to registered email holders.
• Annual report accessible at RR MetalMakers website via link/QR code provided.

E-voting window and KYC updates

• Cut-off date for remote e-voting: July 31, 2026.
• Remote e-voting starts Aug 4, 2026 at 09:00 and ends Aug 6, 2026 at 17:00.
• KYC updates requested; please contact your Depository Participant if electronic shares.
• Registrar Adroit Corporate Services for physical shareholding KYC details.

Financial snapshot

• Total income rose to 8,739.41 Lakh from 5,250.82 Lakh.
• Revenue from operations stood at 8,689.06 Lakh, up 67% YoY.
• Profit after tax was negative at 67.21 Lakh.
• Exceptional item of 202.71 Lakh arose from asset disposals.
• PBT before tax and exceptional item: -216.01 Lakh, after exceptional: -13.29 Lakh.
• Earnings per share: Basic and Diluted at -0.75 Rs.
• Gujarat manufacturing paused; Ahmedabad capacity about 1,000 tonnes/month.

Business mix and operations

• Trading revenue: 8,608.62 Lakh; manufacturing revenue: 79.84 Lakh.
• Gujarat plant sale completed March 2026; approval granted March 28, 2025.
• Gujarat plant discontinued; trading-focused operations.
• Export revenue recognition flagged by auditors; goods not transferred yet.

Audit qualifications and going concern

• Auditors qualified revenue from Samaira International and Grandmark Global.
• Revenue and receivables overstated per IND AS 115 due to transfer timing.
• Management cites DMG portal issues and shipping delays.
• Secretarial audit MR-3: no observations.

Capital structure and liquidity

• Equity share capital Rs 900.88 Lakh; unchanged.
• Total borrowings Rs 1,313.38 Lakh; non-current 735.96; current 577.42.
• Debt-equity ratio rose to 1.57 from 1.00.
• Cash and cash equivalents: Rs 10.70 Lakh; operating cash flow negative.
• Investing cash flow positive, financing cash flow positive; net cash moved marginally.

Dividends and shareholder matters

• Dividend for FY2025-26 not recommended.
• AGM on 7 Aug 2026 via VC/OAVM; e-voting details provided.
• Promoter holdings: Virat Shah 40.41%, Alok Shah 30.25%.

Governance and board changes

• Navin Mehta ceased as Whole-time Director on 12 Aug 2025.
• Vishal Mehta appointed as Non-Executive Director from 12 Aug 2025.
• Samir Patil re-appointed Independent Director for second term (2027–2032).
• Audit Committee reconstituted; Leena Nishad Jail joined.
• Exemption from detailed Corporate Governance reporting under LODR.

Related party transactions

• RKB Global Limited: purchases 224.91 Lakh; sales 6,940.41 Lakh; arm's length.
• Receivables from RKB: 587.66 Lakh; payables to RKB: 1,543.40 Lakh.
• Loans from promoters: Virat Shah 642.02 Lakh; Alok Shah 40.00 Lakh.

Industry outlook and strategy

• Indian steel sector to grow amid infra and manufacturing investments.
• Company to broaden product portfolio and deepen customer base.
• Disposal of Gujarat plant shifts focus to trading and efficiency.

Internal controls and risk management

• Internal controls deemed adequate; audits show no material weaknesses.
• Risks include raw material price volatility, logistics, and regulatory changes.
• Risk management framework with Audit Committee oversight and internal auditors.