BSECompany Update21h ago · 23 Oct 2026, 01:16 pm

Vivro Financial Services Pvt Ltd ("Manager to the Offer") has submitted to BSE a copy of Pre-Offer Advertisement in accordance With Regulation 18(7) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, as amended, ("SEBI (SAST) Regulations") cum corrigendum to the Detailed Public Statement for the attention of the Public Shareholders of RR MetalMakers India Ltd ("Target Company").

RR MetalMakers India Ltd · 531667

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RR MetalMakers India Ltd has received a pre-offer advertisement from Vivro Financial Services Pvt Ltd, the manager to the offer, regarding the open offer for the acquisition of up to 23,42,295 equity shares of the company by RB International Holdings Limited, Suyog Yogesh Desai, and Nikita Suyog Desai. The offer price has been enhanced to ₹36.83 per equity share, inclusive of compensatory interest of ₹12.98 per equity share.

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RR MetalMakers India Ltd - 531667 - Pre-Offer Advertisement cum Corrigendum to Detailed Public Statement

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PRE-OFFER ADVERTISEMENT IN ACCORDANCE WITH REGULATION 18(7) OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (SUBSTANTIAL ACQUISITION OF SHARES AND TAKEOVERS) REGULATIONS, 2011, AS AMENDED, (“SEBI (SAST) REGULATIONS”) CUM CORRIGENDUM TO THE DETAILED PUBLIC STATEMENT FOR THE ATTENTION OF THE PUBLIC SHAREHOLDERS OF 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. Corporate Office: 2nd Floor, Sugar House, 93/95, Kazi Sayed Street, Mumbai – 400003, Maharashtra, India | Tel. No: (+91) 22 6192 5555 / 56 | Email: cs@rrmetalmakers.com | Website: www.rrmetalmakers.com | CIN: L51901MH1995PLC331822 Acquirers to pay compensatory interest at 10% per annum in accordance with Regulation 18(11A) of the SEBI (SAST) Regulations, calculated up to the expected Open Offer for the acquisition of up to 23,42,295 (Twenty Three Lakh Forty Two Thousand Two Hundred Ninety Five) Equity Shares of the date of payment to shareholders under the current Open Offer and revise the offer price of the current Open Offer. Accordingly, compensatory interest has been face value of ` 10/- each, representing 26.00% of the Equity Share Capital of the Target Company from the Public Shareholders of RR computed on the historical higher acquisition price of ` 21.29 per Equity Share of one of the Sellers mentioned in the table above i.e. Virat Sevantilal Shah, at MetalMakers India Limited (“Target Company”) by RB International Holdings Limited (“Acquirer 1”), Suyog Yogesh Desai (“Acquirer 2”) and 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 Nikita Suyog Desai (“Acquirer 3”), pursuant to and in compliance with Regulation 3(1) and 4 read with other applicable provisions of SEBI current Open Offer. Consequently, the Offer Price payable to Public Shareholders under the current Open Offer has been enhanced from ` 23.85 per Equity Share (SAST) Regulations (“Open Offer” or “Offer”). to ` 36.83 per Equity Share, inclusive of compensatory interest of ` 12.98 per Equity Share. This pre-offer advertisement in accordance with regulation 18(7) of the SEBI (SAST) Regulations cum corrigendum to the DPS (as defined below) The compensatory interest shall be payable to all Public Shareholders whose Equity Shares are validly tendered and accepted under the Open Offer, in accordance and LOF (as defined below) (“Pre-Offer Advertisement”) is being issued by Vivro Financial Services Private Limited, the Manager to the Offer with Regulation 18(11A) of the SEBI (SAST) Regulations.” (“Manager to the Offer” or “Manager”), for and on behalf of the Acquirers, in compliance with Regulation 18(7) and other applicable provisions 6.6 Clause 4.1.6 of the LOF has been incorporated as follows: of the SEBI (SAST) Regulations “Other than being a full-time employee of Acquirer – 1, the public shareholder of Acquirer – 1 namely Sacki Shahin and Patel Ankitkumar are not related This Pre-Offer Advertisement should be read in continuation of and in conjunction with: to promoters of Acquirer – 1. Further, the public shareholders of Acquirer - 1 are not related to the Target Company and its promoters/ directors in any a) the Public Announcement dated July 30, 2026 (“PA”); manner, directly or indirectly.” b) t he Detailed Public Statement that was published in in Business Standard (English) (All Editions), Business Standard (Hindi) (All Editions), and Navshakti 6.7 Clause 4.4.7 of the LOF has been incorporated as follows: (Marathi) (Mumbai Edition) (“Newspapers”) on August 06, 2026 (“DPS”); “The Acquirers, its promoters and directors are not related to the Target Company and its promoters/ directors in any manner, directly or indirectly.” c) the Draft Letter of Offer dated August 13, 2026 (“DLOF”); 6.8 Clause 4.4.8 of the LOF has been incorporated as follows: d) C orrigendum to PA, DPS and DLOF published in Business Standard (English) (All Editions), Business Standard (Hindi) (All Editions) and Navshakti (Marathi) “The Acquirers, its promoters and directors are not related to the public shareholders the Target Company in any manner, directly or indirectly.” (Mumbai Edition) on October 6, 2026; 6.9 Clause 4.4.11 of the LOF has been updated as follows: e) L etter of Offer dated October 15, 2026, along with the Form of Acceptance-cum-Acknowledgement (“LOF”) (the PA, DPS, DLOF, Corrigendum and LOF are “ As on the date of this DLOF, the Acquirers, their UBOs / shareholders and directors are not prohibited by SEBI or any other Statutory / Regulatory authority herein collectively referred to as ‘Offer Documents’) (India / Foreign), from dealing in securities, in terms of directions issued by SEBI under Section 11B of the SEBI Act or any other regulations made under This Pre-Offer Advertisement is being published in all Newspapers in which the DPS was published. the SEBI Act.” For the purpose of this Pre-Offer Advertisement: 6.10 Clause 5.10 of the LOF has been updated as follows: (a) “ Identified Date” means Friday, October 09, 2026, being the date falling on the 10th (Tenth) Working Day prior to the commencement of the Tendering “The Target Company has complied with the listing requirements and no penal/punitive actions have been taken by the Stock Exchange which are pending. Period; and Further, except as mentioned below, there are no punitive actions including penalties levied by stock exchanges against the TC/its promoters/directors in the last 8 financial years. (b) “ Tendering Period” means the 10 (Ten) Working Days period from Monday, October 26, 2026, to Friday, November 06, 2026 (both days inclusive) within which the Public Shareholders may tender their Equity Shares in acceptance of the Offer. Complaint against Regulator/ Authority Applicable Law Violations Penalty Current Status Capitalized terms used but not defined in this Pre-Offer Advertisement shall have the meanings assigned to such terms in the LOF. RR MetalMakers India Regulation 33 of SEBI (LODR) Delay in submission of Financial Results BSE 5,900 Paid The Public Shareholders of the Target Company are requested to note the following information related to the Offer: Limited (Target Company) Regulations for quarter ended on September 2022. 1. Offer Price: The Offer Price is ` 36.83 per Equity Share (including a compensatory interest of ` 12.98 per Equity Share), payable in cash. The Offer Price RR MetalMakers India Regulation 33 of SEBI (LODR) Delay in submission of Financial Results BSE 94,400 Paid was revised from ` 23.85 per Equity Share to ` 36.83 per Equity Share (including a compensatory interest of ` 12.98 per Equity Share). For further details Limited (Target Company) Regulations for quarter ended on September 2023. relating to the Offer Price, please refer to paragraph 6.1 (Justification of Offer Price) on page 30 of the LOF and paragraph 3.5 (Payment of compensatory 6.11 Clause 5.15 of the LOF has been updated with financials of three months period ended June 30, 2026. interest) on page no. 18 of the LOF. 6.12 Clause 5.16 of the LOF has been incorporated as follows: 2. R ecommendations of the Committee of Independent Directors (“IDC”): The IDC Recommendation was approved on October 20, 2026 and published on “Based on the audited financial statements for the financial year ended March 31, 2026, there are no contingent liabilities of the Target Company except October 22, 2026 in the same Newspapers in which the DPS was published (“IDC Recommendation”). The IDC is of the opinion that the Offer Price to the for a contingent liability of 503.36 Lakhs.” Public Shareholders of the Target Company is fair and reasonable in terms of the SEBI (SAST) Regulations. However, the public shareholders of the Target 6.13 Clause 5.18 of the LOF has been incorporated as follows: Company are advised to independently evaluate the Open Offer and [Showing first 8,000 characters — download PDF for full document]