RB International Holdings Limited, Suyog Yogesh Desai, and Nikita Suyog Desai have launched a mandatory open offer to acquire a significant stake in RR Metalmakers India Limited. The acquirers seek to purchase up to 23,42,295 fully paid-up equity shares, representing 26% of the company’s total equity share capital, at an offer price of ₹23.85 per share. This action follows the execution of a share purchase agreement (SPA) dated July 30, 2026, wherein the acquirers agreed to buy 70.66% of the company from promoters Virat Sevantilal Shah and Alok Virat Shah.

The open offer is compliant with Regulations 3(1) and 4 of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. Assuming full acceptance, the maximum consideration payable under the offer amounts to ₹5,58,63,735.75. The acquirers have deposited ₹1,40,00,000 in an escrow account with Axis Bank Limited, which exceeds the mandatory 25% threshold of the total consideration. Vivro Financial Services Private Limited serves as the Manager to the Offer, while Adroit Corporate Services Private Limited acts as the Registrar.

Offer Timeline and Mechanics

The tendering period for public shareholders begins on September 23, 2026, and concludes on October 7, 2026. Shareholders holding equity shares in dematerialized form must transfer them via off-market instructions to the designated escrow demat account maintained by Pravin Ratilal Share And Stock Brokers Limited. Those holding physical shares must submit original share certificates and duly executed transfer deeds to the Registrar by the closing date. The offer is not conditional upon any minimum level of acceptance.

Financial Position of RR Metalmakers

RR Metalmakers India Limited, engaged in the wholesale trading of steel and iron ores, reported a revenue from operations of ₹8,689.06 lakh for the financial year ended March 31, 2026. This represents a significant increase from ₹5,197.09 lakh in FY25 but remains below the ₹9,638.93 lakh recorded in FY24. Despite the revenue growth, the company reported a net loss of ₹67.21 lakh in FY26, contrasting with a net profit of ₹167.65 lakh in FY25 and ₹105.12 lakh in FY24. The decline in profitability was driven by finance costs of ₹258.00 lakh and depreciation expenses of ₹21.70 lakh, against a pre-tax loss before exceptional items of ₹216.00 lakh. An exceptional gain of ₹202.71 lakh partially offset the operational losses.

What the Numbers Show

The divergence between revenue growth and net profitability highlights margin pressure in the latest fiscal year. While revenue expanded approximately 67% year-on-year from FY25 levels, the company swung from a net profit of ₹167.65 lakh to a net loss of ₹67.21 lakh. This indicates that cost structures, particularly finance costs which remained elevated at ₹258.00 lakh compared to ₹329.39 lakh in FY25, did not scale proportionally with top-line growth, eroding the bottom line despite higher sales volumes.

Acquirer Profile and Strategic Intent

The primary acquirer, RB International Holdings Limited, is a UK-based investment company controlled by Ashmeet Singh Kandhari, Harpal Singh Kandhari, and Swarn Lata Kandhari. For the three-month period ended March 31, 2026, RB International Holdings reported revenue of £15,818.53 thousand (approximately ₹19,873.56 lakh) and a profit after tax of £795.75 thousand (approximately ₹999.73 lakh). The acquirers intend to retain control and management of RR Metalmakers, continuing its existing business lines while potentially diversifying into complementary sectors subject to shareholder approval.

Post-completion, assuming full acceptance of the open offer, the acquirers’ combined stake will rise to 96.66% of the equity share capital. The existing promoters will cease to hold any shares in the company. The equity shares of RR Metalmakers are currently listed on BSE Limited under Enhanced Surveillance Measure (ESM) stage 2, with trading restricted to periodic call auctions.

RR MetalMakers India Limited shareholders unanimously approved the company’s standalone audited financial statements for FY26 and the reappointment of key directors at its 31st Annual General Meeting on August 07, 2026. The consolidated voting results reveal that promoters holding 6,365,924 shares cast all their votes in favor of every resolution, ensuring 100% support across all agendas. This overwhelming backing from the promoter group, which controls 70.65% of the total equity, underscores strong internal alignment on the company’s governance and financial direction for the coming year.

The meeting, conducted via Video Conferencing and Other Audio Visual Means, was chaired by Virat S. Shah. Statutory auditors M/s. M. A. Chavan & Co., represented by Partner Romit Chavan, were present to address queries regarding their report, which contained qualifications or reservations. Consequently, explanations from the Audit Report were read aloud alongside the Management reply. In contrast, the Secretarial Audit Report by M/s. Hemanshu Kapadia & Associates contained no qualifications and was not read out.

Shareholders voted on two ordinary resolutions and one special resolution under Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Remote e-voting was open from August 04, 2026, at 09:00 a.m. IST to August 06, 2026, at 05:00 p.m. IST, followed by a 15-minute window during the AGM. Preeti Anand Bhangle of VPP & Associates served as the Scrutinizer.

Voting Results Breakdown

A total of 6,547,869 valid votes were polled out of 9,008,824 shares held by eligible shareholders as of the July 31, 2026 cut-off date. This represents a 72.68% turnout. No invalid votes were recorded for any agenda item.

Key Resolutions Passed

The first ordinary resolution adopted the Standalone Audited Financial Statements for the fiscal year ended March 31, 2026, along with the Board’s and Auditors’ reports. The second ordinary resolution reappointed Virat Seventilal Shah (DIN: 00764118) as a director, retiring by rotation. The special resolution reappointed Samir Mukund Patil (DIN: 09655195) as an Independent Director for a second term of five years, commencing from July 12, 2027.

Shareholder Participation

Promoters and the promoter group held 6,365,924 shares and participated fully via e-voting, casting 100% of their shares in favor of all resolutions. Public non-institutional shareholders held 2,642,900 shares but polled only 181,945 votes (6.88% turnout), all of which were in favor. No public institutional shareholders voted. Five promoter representatives and 16 public shareholders attended the meeting virtually.