Open Offer Details

The open offer is being made to acquire up to 23,42,295 equity shares representing 26.00% of the equity share capital of RR MetalMakers India Limited at a price of ₹36.83 per equity share. This price includes compensatory interest of ₹12.98 per equity share. The maximum consideration aggregates to ₹8,62,66,724.85, payable in cash pursuant to Regulations 3(1) and 4 of the SEBI (Substantial Acquisitions of Shares and Takeovers) Regulations, 2011.

Committee Composition

The Committee of Independent Directors consists of:

  • Leena Nishad Jail (DIN: 10540470) - Independent Director and Chairperson
  • Samir Mukund Patil (DIN: 09655195) - Independent Director

None of the IDC members hold any equity shares in the Target Company or have any contracts/relationships with the Target Company or the Acquirers. No member has traded in Target Company securities during the 12 months preceding the Public Announcement or from the PA date till the recommendation date.

Recommendation Assessment

The IDC reviewed multiple documents including:

  • Public Announcement dated July 30, 2026
  • Detailed Public Statement published on August 6, 2026
  • Draft Letter of Offer dated August 13, 2026
  • Corrigendum published on October 6, 2026
  • Letter of Offer dated October 15, 2026
  • Valuation report by Manubhai & Shah LLP

Key Evaluation Factors

The IDC considered that:

1. The Offer Price of ₹36.83 per share is higher than the negotiated price of ₹23.85 per share under the Share Purchase Agreement dated July 30, 2026

2. The Offer Price was determined in accordance with Regulation 8 of SEBI SAST Regulations

3. However, the closing market price on BSE as of October 19, 2026 was ₹45.02 per share, which is higher than the Offer Price

SEBI Mandated Compensatory Interest

SEBI, through its Observation Letter reference no. 1/23249/2026 dated October 8, 2026, directed the Acquirers to pay compensatory interest at 10% per annum under Regulation 18(11A) of SEBI SAST Regulations. This was required because certain historical acquisitions of equity shares by the Sellers during FY 2019-20 and FY 2021-22 at various prices had triggered open offer obligations that were not complied with at that time.

The compensatory interest was computed on the historical highest acquisition price of ₹21.29 per equity share at 10% per annum up to the expected date of payment to public shareholders under the current open offer. This resulted in the Offer Price being enhanced from ₹23.85 to ₹36.83 per equity share, inclusive of ₹12.98 compensatory interest.

Committee Recommendation

The IDC opined that the Offer Price appears to be fair and reasonable as it was determined in accordance with SEBI regulations. However, they advised public shareholders to independently evaluate the open offer and make an informed decision about tendering their shares, particularly noting that the current market price is higher than the offer price.

The recommendations were unanimously approved by the IDC members. The statement of recommendation is available on the Target Company's website at www.rrmetalmakers.com.

Publication Details

The recommendation was published on October 22, 2026 in the same newspapers where the Detailed Public Statement was published:

  • Business Standard (English) - All Editions
  • Business Standard (Hindi) - All Editions
  • Navshakti (Marathi) - Mumbai Edition