Submission of the Recommendation of the Committee of Independent Directors pursuant to Regulation 26(7) of the SEBI (Substantial Acquisition of Share and Takeover) Regulations, 2011.
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RSC International has submitted the Independent Directors' Committee (IDC) recommendation on an open offer made by Mr. Shailesh Agrawal and Mr. Ramji Das Agarwal to acquire up to 14,94,922 equity shares (26% of voting capital) at Rs. 9.50 per share in cash. The share purchase agreement with sellers was signed on January 20, 2025, also at Rs. 9.50 per share. The shares are classified as infrequently traded on BSE. The IDC reviewed the Public Announcement, Detailed Public Statement, and Letter of Offer and concluded the offer price is fair and reasonable, as it is in line with SEBI SAST Regulations and well above the independent valuation price of Rs. 5.29 per share. The recommendation was unanimously approved by all three IDC members.
Shareholders now have the IDC's official view that the open offer price is fair, though they are advised to independently evaluate. The offer provides an exit opportunity at Rs. 9.50/share, a significant premium over the Rs. 5.29 valuation reference, and signals an impending change in control of the company.