BSECompany Update3d ago · 22 Oct 2026, 02:31 pm

Please find attached copies of newspaper publictions containing recommendation of the Committee of Independent Directors.

RR MetalMakers India Ltd · 531667

✦ AI SummaryRegulatory

RR MetalMakers India Ltd has announced the publication of the Committee of Independent Directors' recommendation on the open offer made by RB International Holdings Limited, Suyog Yogesh Desai, and Nikita Suyog Desai to acquire up to 26% of the company's equity shares at ₹36.83 per share.

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Earnings Impact2/10
Growth Catalyst3/10
Governance Concern5/10
Regulatory Risk8/10
Balance Sheet Risk2/10
Liquidity Impact4/10
Market Sentiment5/10

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RR MetalMakers India Ltd - 531667 - Announcement under Regulation 30 (LODR)-Newspaper Publication

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Date: October 22, 2026 The Manager, Department of Corporate Services (DCS-Listing) BSE Limited, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400 001 Dear Sir/Madam, Sub: Disclosure pursuant to Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. – Intimation of publication of Recommendation of Committee of Independent Directors under Regulation 26(7) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. Ref: Open Offer for the acquisition of upto 23,42,295 Equity Shares of RR Metalmakers India Limited (“Target Company”) by RB International Holdings Limited (“Acquirer-1”), Suyog Yogesh Desai (“Acquirer-2”) and Nikita Suyog Desai (“Acquirer-3”) (collectively referred as “Acquirers”) in accordance with the provisions of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations (the “Open Offer” or “Offer”). Further to our letter dated October 20, 2026 and pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we enclose herewith the newspaper clippings of recommendation of Committee of Independent Directors of the Company published today in following newspapers: Newspapers Language Edition Business Standard English All Business Standard Hindi All Navshakti Marathi Mumbai Kindly take the same on record. Thanking you, For RR MetalMakers India Limited, Harshika Kothari Company Secretary & Compliance Officer Membership No.: A61964 Enc. GSTIN No.: 27AACCS1022K1ZL CIN No.: L51901MH1995PLC331822 Registered Office : B-001 & B-002, Ground Floor, Antop Hill Warehousing Complex Ltd, Barkat Ali Naka, Salt Pan Road, Wadala (E), Mumbai - 400 037, Maharashtra. Corporate Office :2nd Floor, Sugar House, 93/95, Kazi Sayed Street, Mumbai - 400 003. Ph.: 022-6192 5555 / 56 • Email :info@rrmetalmakers.com • Website : www.rrmetalmakers.com RR METALMAKERS INDIA LIMITED Registered Office: B-001 & B-002, Ground Floor, Antop Hill Warehousing Complex Ltd, Barkat Ali Naka, Salt Pan Road, Wadala (E), Mumbai - 400037, Maharashtra, India | CIN: L51901MH1995PLC331822 Tel. No.: 022 6192 5555 / 56 | Email Id: cs@rrmetalmakers.com | Website: www.rrmetalmakers.com Recommendations of the Committee of Independent Directors (“IDC”) of RR MetalMakers India Limited (“Target Company” or “TC”) under Regulation 26(7) of Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, as amended (“SEBI SAST Regulations”) in relation to the open offer to the public shareholders of the Target Company (“Open Offer”) made by RB International Holdings Limited (“Acquirer – 1”), Suyog Yogesh Desai (“Acquirer – 2”) and Nikita Suyog Desai (“Acquirer – 3”) (collectively “Acquirers”). Sr. No. Topic Particular 1. Date October 20, 2026 Name of the Target Company 2. RR MetalMakers India Limited (TC) The Open Offer is being made by the Acquirers to the Public Shareholders to acquire up to 23,42,295 Equity Shares representing 26.00% of the Equity Share Capital of Details of the Offer pertaining the Target Company at a price of `36.83 per Equity Share (including compensatory to TC interest of `12.98 per Equity Share), aggregating to a maximum consideration of `8,62,66,724.85, payable in cash pursuant to Regulations 3(1) and 4 and other applicable provisions of the SEBI (SAST) Regulations.. Acquirer 1 : RB International Holdings Limited Name(s) of the acquirer and 4. Acquirer 2 : Suyog Yogesh Desai PAC with the acquirer Acquirer 3 : Nikita Suyog Desai Vivro Financial Services Private Limited Vivro House, 11, Shashi Colony, Opp. Suvidha Shopping Centre, Paldi, Ahmedabad – 380007, Gujarat, India. Name of the Manager to the 5. Tel. No.: +91 79 4040 4242 | Email Id: investors@vivro.net offer Contact Person: Shivam Patel | Website: www.vivro.net SEBI Registration No.: MB/INM000010122 CIN: U67120GJ1996PTC029182 Members of the Committee of 1. Leena Nishad Jail (DIN: 10540470) – Independent Director Independent Directors 2. Samir Mukund Patil (DIN: 09655195) – Independent Director • A ll IDC members are Non-Executive and Independent Directors of the Target Company. IDC Member’s relationship 7. • None of the members of the IDC holds any Equity Share in the Target Company. with the TC • N one of the members of the IDC has any contracts or any relationship with the Target Company. No member of the IDC has traded in any of the Equity Shares/ other securities of the Trading in the Equity shares/ Target Company during the: 8. other securities of the TC by 1. 12 (Twelve) months preceding the date of the PA. IDC Members 2. Period from the date of the PA till the date of this recommendation. IDC Member’s relationship None of the members of IDC has any contract/ arrangement/ relationship with with the Acquirers the Acquirers. Trading in the Equity shares/ Not Applicable (since one of the Acquirers is an unlisted body corporate and the 10. other securities of the acquirer remaining two Acquirers are individuals) by IDC Members The IDC perused the open offer documents which inter alia set out the computation of the Offer Price under the SEBI (SAST) Regulations. The IDC notes that the Offer Price of `36.83 per Equity Share (including compensatory interest of `12.98 per Equity Share), has been determined in accordance with the applicable provisions Recommendation on the Open of Regulation 8 of the SEBI (SAST) Regulations and, based on the disclosures in 11. offer, as to whether the offer is the Open Offer documents, is of the opinion that the Offer Price appears to be fair fair and reasonable and reasonable. However, the Public Shareholders of the Target Company are advised to independently evaluate the Open Offer and make an informed decision about whether or not to tender their Equity Shares in the Open Offer. The IDC have perused the following for recommendation on the Open Offer: (i) Public Announcement dated July 30, 2026; (ii) Detailed Public Statement published in Business Standard (English) (All Editions), Business Standard (Hindi) (All Editions) and Navshakti (Marathi) (Mumbai Edition) on August 6, 2026; (iii) D raft Letter of Offer dated August 13, 2026; (iv) Corrigendum to PA, DPS and DLOF published in Business Standard (English) (All Editions), Business Standard (Hindi) (All Editions) and Navshakti (Marathi) (Mumbai Edition) on October 6, 2026; (v) Letter of Offer dated October 15, 2026; (vi) Valuation report issued by Manubhai & Shah LLP, an independent registered valuer, determining the fair value of equity shares of the Target Company. Based on the review of the above, the members of the IDC have considered the 12. Summary of reasons for the following factors for making the recommendations: recommendation (i) The Offer Price of `36.83 per Equity Share (including compensatory interest of `12.98 per Equity Share), is more than the negotiated price for acquisition of Equity Shares under the Share Purchase Agreement dated July 30, 2026, i.e. `23.85 (Rupees Twenty-Three and Paise Eighty Five Only) per Equity Share. (ii) The Offer Price has been determined by the Acquirers and the Manager to the Open Offer in accordance with Regulation 8 of the SEBI (SAST) Regulations. However, the IDC members draw attention of the Eligible Shareholders to the closing market price of the Equity Shares on the BSE Limited as on October 19, 2026, being `45.02 (Rupees Forty Five and Paise Two only) per Equity Share which is higher than the Offer Price. The Public Shareholders of the Target Company are advised to independently evaluate the Open Offer and take an informed decision about tendering the Equity Shares held by them in the Open Offer. The statement of recommendation will be available on the website of the Target Company at www.rrmetalmakers.com. 13. Disclosure of Voting Pattern The recommendations were unanimously approved by the members of IDC. Details of Independent 14. None Advisors, if any. Pursuant to the SEBI’s observation and subsequent discussions with S [Showing first 8,000 characters — download PDF for full document]