RR Metalmakers India Limited shareholders will receive an enhanced offer price of ₹36.83 per equity share in the ongoing open offer, following a directive from the Securities and Exchange Board of India (SEBI). The revision increases the original offer price of ₹23.85 by including compensatory interest of ₹12.98 per share, addressing historical regulatory non-compliance by the selling promoters.

Regulatory directive and price revision

The open offer is being made by RB International Holdings Limited, Suyog Yogesh Desai, and Nikita Suyog Desai to acquire up to 23,42,295 equity shares, representing 26% of the company’s equity share capital. SEBI observed that certain historical acquisitions of equity shares by the sellers during FY19-20 and FY21-22 triggered mandatory open offer obligations under the SEBI (SAST) Regulations, which were not fulfilled at the time.

To address this non-compliance, SEBI directed the acquirers to revise the offer price. The new price is calculated based on the higher historical acquisition price of ₹21.29 per equity share paid by one of the sellers, along with interest at 10% per annum as per Regulation 18(11A) of the SEBI (SAST) Regulations. This interest is calculated up to the expected date of payment to public shareholders.

Transaction details and timeline

The underlying transaction involves the acquisition of 63,65,924 equity shares (70.66% stake) from promoters Virat Sevantilal Shah and Alok Virat Shah for cash. The open offer is mandatory under Regulations 3(1) and 4 of the SEBI (SAST) Regulations. The tendering period for the open offer commences on October 26, 2026, and closes on November 6, 2026.

The acquirers have deposited ₹2,20,60,500 in an escrow account with Axis Bank Limited, which exceeds the 25% minimum requirement for the total consideration assuming full acceptance. Vivro Financial Services Private Limited acts as the manager to the offer, while Adroit Corporate Services Private Limited serves as the registrar.

What the numbers show

The revision highlights a significant divergence between the negotiated transaction price and the final payout to public shareholders. While the promoters sold their 70.66% stake at ₹23.85 per share, public shareholders will receive ₹36.83 per share. This 54% premium over the negotiated price is entirely attributable to the regulatory penalty mechanism for past non-compliance, effectively transferring the cost of the sellers' historical default to the current transaction structure via the acquirers. The total maximum consideration payable to public shareholders rises to ₹8,62,66,724.85 based on the revised price.

RR Metalmakers India Limited public shareholders will receive ₹36.83 per equity share in the ongoing open offer, a significant revision from the initial price of ₹23.85. This update follows SEBI's observation regarding historical compliance matters involving previous share acquisitions.

The revision was issued by Vivro Financial Services Private Limited, the manager to the offer, on behalf of the acquirers: RB International Holdings Limited, Suyog Yogesh Desai, and Nikita Suyog Desai. The corrigendum amends the Public Announcement dated July 30, 2026, the Detailed Public Statement dated August 6, 2026, and the Draft Letter of Offer dated August 13, 2026.

Rationale for Price Revision

SEBI noted that certain historical acquisitions of equity shares by selling shareholders in FY20 and FY22 triggered open offer obligations under the SEBI (SAST) Regulations. To address these past compliance issues, the revised offer price calculation incorporates compensatory interest.

The new price is derived from the historical highest acquisition price of ₹21.29, plus compensatory interest at 10% per annum as per Regulation 18(11A) of the SEBI (SAST) Regulations. This interest is calculated up to the expected date of payment to shareholders.

Impact on Offer Size and Financials

With the upward revision in the offer price, the maximum consideration payable by the acquirers assumes full acceptance increases to ₹8,62,66,724.85. The acquirers are currently in the process of increasing the value of the escrow account and depositing additional cash to meet the revised financial requirements mandated by SEBI regulations.

It is clarified that there is no change to the underlying transaction structure. All references to the offer price in the previously published documents shall be construed in light of this corrigendum. The detailed rationale and justification for the revised price will be included in the final Letter of Offer dispatched to shareholders.

What the Numbers Show

The inclusion of ₹12.98 in compensatory interest constitutes approximately 54% of the historical base price of ₹21.29, indicating that the time value of money over the intervening years significantly impacts the final payout obligation. This adjustment ensures that public shareholders receive compensation equivalent to what they would have received had the open offer been triggered at the time of the original historical acquisitions in FY20 and FY22.