BSECompany Update22 Oct 2026 · 22 Oct 2026, 04:28 pm

Vivro Financial Services Pvt Ltd ("Manager to the Offer") has submitted to BSE a copy of Recommendations of the Committee of Independent Directors ("IDC") of RR MetalMakers India Ltd ("Target Company") under Regulation 26(7) of Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, as amended.

RR MetalMakers India Ltd · 531667

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RR MetalMakers India Ltd has received a recommendation from its Committee of Independent Directors (IDC) regarding an open offer 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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Growth Catalyst2/10
Governance Concern1/10
Regulatory Risk3/10
Balance Sheet Risk4/10
Liquidity Impact6/10
Market Sentiment5/10

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RR MetalMakers India Ltd - 531667 - Recommendations of Committee of Independent Directors ('IDC')

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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 SEBI, it was noted that certain historical acquisitions of Equity Shares of the Target Company by the Sellers during FY 2019-20 and FY 2021-22 at various prices, had triggered obligations to make an open offer under the SEBI (SAST) Regulations. In order to address these historical compliance matters, SEBI vide its Observation Letter bearing reference no. I/23249/2026 dated October 8, 2026 directed the Acquirers to pay compensatory interest at 10% per annum in accordance with Regulation 18(11A) Any other matter(s) to be of the SEBI (SAST) Regulations, calculated up to the expected date of payment to highlighted shareholders under the current Open Offer, had the open offer been given by the Sellers for their earlier aforesaid non-compliance. Accordingly, compensatory interest has been computed on the historical highest acquisition price of `21.29 per Equity Share by one of the Sellers at 10% per annum in accordance with Regulation 18(11A) of the SEBI (SAST) Regulations, up to the expected date of payment to the Public Shareholders under the current Open Offer. Consequently, the Offer Price payable to Public Shareholders has been enhanced from `23.85 per Equity Share to `36.83 per Equity Share, inclusive of compensatory interest of `12.98 per Equity Share. “To the best of our knowledge and belief, after making the proper enquiry, the information contained in or accompanying this statement is, in all material respect, true and correct and not misleading, whether by the omission of any information or otherwise and includes all the information required to be disclosed by the Target Company under the SEBI SAST Regulations.” For and on behalf of the Committee of Independent Directors of RR MetalMakers India Limited Sd/- Leena Nishad Jail Place: Mumbai Chairperson-Committee of Independent Directors Date: October 20, 2026 DIN: 10540470