DRAFT LETTER OF OFFER - SUMMARY

Nature of the Event

This is a Draft Letter of Offer (DLOF) for a mandatory open offer made pursuant to Regulations 3(1) and 4 of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (SEBI SAST Regulations). The offer is triggered by an underlying Share Purchase Agreement (SPA).

Parties Involved

Acquirers (Offerors):

1. RB International Holdings Limited (Acquirer-1): A UK-based investment company. Registered Office: Kalamu House, 11 Coldbath Square, London, EC1R 5HL, United Kingdom.

2. Suyog Yogesh Desai (Acquirer-2): Individual, Non-Resident Indian (NRI). Resident at 2A, Cowgate Road, Greenford, London – UB6 8HQ, United Kingdom. DIN: 08275730.

3. Nikita Suyog Desai (Acquirer-3): Individual, Resident Indian. Resident at 11, Parambaug, Opp. Satyaraj Farm, Pipan, Sanand Bavla Highway, Pipan, Ahmedabad – 382110, Gujarat, India. DIN: 08275731. Spouse of Acquirer-2.

Target Company:

RR Metalmakers India Limited. Incorporated on October 26, 1995. CIN: L51901MH1995PLC331822.

  • Corporate Office: 2nd Floor, Sugar House, 93/95, Kazi Sayed Street, Mumbai – 400003, Maharashtra.
  • Business: Wholesale trading of steel and iron ores.
  • Listing: Equity shares are listed on BSE Limited (Scrip ID: RRMETAL, Scrip Code: 531667, ISIN: INE117K01013). The scrip is currently under Enhanced Surveillance Measure (ESM) – Stage 2 and Periodical Call Auction mechanism.

Sellers (in Underlying SPA):

1. Virat Sevantilal Shah: Selling 36,40,412 shares (40.41% pre-transaction holding).

2. Alok Virat Shah: Selling 27,25,512 shares (30.25% pre-transaction holding).

Total Sale Shares: 63,65,924 shares, representing 70.66% of the paid-up equity capital.

Manager to the Offer: Vivro Financial Services Private Limited (SEBI Reg. No.: MB/INM000010122).

Registrar to the Offer: Adroit Corporate Services Private Limited (SEBI Reg. No.: INR000002227).

Buying Broker: Pravin Ratilal Share and Stock Brokers Limited (SEBI Reg. No.: INZ000206732).

Key Quantitative Figures & Deal Terms

Underlying Transaction (SPA):

  • Execution Date: July 30, 2026.
  • Shares Acquired: 63,65,924 Equity Shares.
  • Percentage Acquired: 70.66% of the Equity Share Capital.
  • Price per Share: ₹23.85.
  • Total SPA Consideration: ₹15,18,27,287.40 (Rupees Fifteen Crore Eighteen Lakh Twenty Seven Thousand Two Hundred Eighty Seven and Paise Forty Only).
  • Payment: Cash, payable on Closing Date as per SPA.
  • Condition Precedent: The transaction is subject to terms and conditions of the SPA, including compliance with SEBI SAST Regulations and FEMA (e.g., filing Form FC-TRS).

Open Offer Details:

  • Trigger: The acquisition of control via the SPA triggers the mandatory open offer.
  • Offer Size: Up to 23,42,295 fully paid-up equity shares.
  • Offer Percentage: 26.00% of the Equity Share Capital.
  • Offer Price: ₹23.85 (Rupees Twenty Three and Paise Eighty Five Only) per Equity Share.
  • Total Maximum Consideration: ₹5,58,63,735.75 (Rupees Five Crore Fifty Eight Lakh Sixty Three Thousand Seven Hundred Thirty Five and Paise Seventy Five Only), payable in cash.
  • Conditionality: The open offer is NOT conditional upon any minimum level of acceptance.

Target Company Capital Structure:

  • Authorized Capital: ₹15,00,00,000 (1,50,00,000 shares of ₹10 each).
  • Issued, Subscribed & Paid-up Capital: ₹9,00,88,240 (90,08,824 shares of ₹10 each).
  • There are no outstanding partly paid-up shares, convertible securities, or differential voting rights shares.

Financial Arrangements for Open Offer:

  • An Escrow Account ("RR Metalmakers India Limited – Open Offer - Escrow Account") has been opened with Axis Bank Limited.
  • A cash deposit of ₹1,40,00,000 (more than 25% of the total maximum consideration) has been made into the escrow account as of August 3, 2026, in compliance with Regulation 17(3)(a) of SEBI SAST Regulations.
  • The Manager to the Offer has certified the Acquirers' financial capability to implement the offer.

Dates of Action

  • Public Announcement (PA) Date: July 30, 2026.
  • Detailed Public Statement (DPS) Publication Date: August 6, 2026 (in Business Standard English & Hindi, Navshakti Marathi).
  • Draft Letter of Offer (DLOF) Date: August 13, 2026.
  • Identified Date: Tuesday, September 8, 2026 (for determining shareholders to whom LOF is sent).
  • Tendering Period (Offer Opens/Closes): Wednesday, September 23, 2026, to Wednesday, October 7, 2026.
  • Last Date for Payment/Return of Shares: Thursday, October 22, 2026.
  • Last Date for Final Report to SEBI: Thursday, October 29, 2026.

Note: These are tentative dates and may be revised subject to regulatory approvals.

Purpose & Strategic Rationale

The prime objective of the Acquirers is to acquire a substantial stake and control over the Target Company. Post-acquisition, the Acquirers intend to continue the existing business lines and may diversify into complementary businesses in the future, subject to board deliberation and shareholder/compliance approvals.

Post-Offer Shareholding Pattern (Assuming Full Acceptance)

  • Acquirers' Post-SPA Holding: 63,65,924 shares (70.66%).
  • Acquirers' Post-Offer Holding: 87,08,219 shares (96.66%).
  • Public Shareholding Post-Offer: 3,00,605 shares (3.34%).

Regulatory References & Compliance

The offer is made in compliance with:

  • SEBI (SAST) Regulations, 2011 (Specifically Regulations 3(1), 4, 9(1)(a), 12, 13(4), 14(3), 17, 18).
  • Foreign Exchange Management (Non-Debt Instruments) Rules, 2019.
  • Companies Act, 2013.
  • SEBI (LODR) Regulations, 2015.

The acquisition through the open offer will be via the off-market "tender offer method" as prescribed by SEBI Master Circular, as Acquirer-1 is a person resident outside India who will acquire control.

Financial & Operational Impact

Capital Structure Impact: The acquisition will significantly reduce public shareholding. Post-offer, public shareholding may fall to 3.34%, well below the mandatory minimum public shareholding (MPS) requirement of 25% per Rule 19A of SCRR and SEBI (LODR) Regulations. The Acquirers have stated they intend to retain the listing status and will comply with provisions of Regulation 7(4) of SEBI SAST Regulations to maintain MPS, though the specific plan is not disclosed.

Cash Flow Implications: The Acquirers will have a cash outflow of ₹5.59 crore for the open offer consideration, payable to accepting shareholders within 10 working days from the closure of the tendering period.

Risk Factors (as Disclosed)

1. Completion Risk: The underlying SPA and consequently the open offer are subject to conditions precedent. The offer can be withdrawn under Regulation 23(1) if these conditions are not met.

2. Statutory Approval Risk: While no approvals are required as of the DLOF date, if any become necessary later (e.g., from RBI), the offer process may be delayed.

3. Market & Liquidity Risk: The Target Company's shares are under ESM Stage 2, restricting trading to call auctions and affecting liquidity. Shareholders cannot withdraw tendered shares or trade them during the offer process, exposing them to market price fluctuations.

4. Tax Risk: The off-market transaction is not subject to Securities Transaction Tax (STT). Shareholders may be liable for capital gains tax and are advised to consult their tax advisors. The Acquirers may deduct tax at source (TDS) as per IT Act provisions.

5. Minimum Public Shareholding (MPS) Risk: Post-offer, the public shareholding is expected to fall significantly below the required 25%, which is a regulatory non-compliance until remedied by the Acquirers.

6. Documentation Risk: Non-submission of required documents (especially for physical shares or non-resident shareholders) may lead to rejection of the tender.

Procedure for Acceptance

  • Dematerialized Shares: Shareholders must submit a Delivery Instruction Slip (DIS) to their DP for an off-market transfer to the designated Escrow Demat Account (DP ID: IN300982, Client ID: [●]) before the offer closing date.
  • Physical Shares: Shareholders must submit the complete Form of Acceptance, original share certificates, duly executed transfer deeds (Form SH-4), self-attested PAN copy, and other relevant documents to the Registrar to the Offer before the offer closing date.
  • All communication and documents must be sent to the Registrar, not the Acquirers, Manager, or Target Company.

Note on Taxation

A detailed section on taxation is provided in the DLOF. Key points:

  • The transaction is off-market, so STT is not applicable.
  • Gains will be classified as capital gains (if shares held as investment) or business income (if held as stock-in-trade).
  • For capital gains, the holding period determines short-term (<12 months) or long-term (>12 months) treatment. LTCG is taxable at 12.5% + surcharge + cess for most shareholders.
  • The Acquirers may deduct TDS as per Income Tax Act provisions, especially for non-resident shareholders unless a lower/NIL deduction certificate is provided.
  • Shareholders are strongly advised to consult their own tax advisors.

Documents for Inspection

The SPA, valuation report, financial capability certificates, escrow agreement, PA, DPS, and other material documents are available for inspection at the office of the Manager to the Offer in Ahmedabad during the tendering period.