NAVIGANT CORPORATE ADVISORS LIMITED

Details of the Open Offer

The open offer is for the acquisition of up to 1,55,20,529 equity shares of Niraj Cement Structurals Limited, with a face value of ₹10 each. This represents 26.00% of the fully paid-up and voting share capital of the Target Company. The offer price is ₹29.00 per fully paid-up equity share, payable in cash. The acquirer is Gulshankumar Vijaykumar Chopra.

Committee of Independent Directors (IDC)

The IDC was formed to provide a recommendation on the open offer to shareholders. The committee members are:

  • Chairman: Ratan Umesh Sanil (DIN: 07785011)
  • Member: Kavita Suresh Hindia
  • Member: Vishram Pandurang Rudre

IDC Relationships and Trading

  • The IDC members are confirmed to be Independent Directors of Niraj Cement Structurals Limited.
  • None of the IDC members hold any equity shares in the Target Company.
  • None of the IDC members have any other contract or relationship with the Target Company.
  • No trading in the equity shares or other securities of the Target Company has been done by the IDC members.
  • None of the IDC members have any relationship with the acquirer, Gulshankumar Vijaykumar Chopra.

IDC Recommendation

The Committee of Independent Directors believes the open offer is fair and reasonable. They recommend that shareholders accept the offer. The recommendation is based on the following reasons:

1. The offer price of ₹29.00 per share is justified as it matches the purchase consideration being paid by the acquirer in the Share Purchase Agreements (SPAs) to the sellers.

2. The equity shares of Niraj Cement Structurals Limited are frequently traded shares as per the definition in Regulation 2(j) of the SEBI SAST Regulations.

3. The offer price of ₹29.00 is higher than the volume-weighted average market price of the shares for the 60 trading days immediately preceding the date of the public announcement.

The IDC concluded that the offer price is fair, reasonable, and in accordance with the relevant regulations prescribed in the Takeover Code.

Publication and Certification

The advertisement containing this recommendation was published in the following newspapers on July 29, 2026:

  • Financial Express (English Daily, all editions)
  • Jansatta (Hindi Daily, all editions)
  • Navshakti (Marathi Daily, Mumbai edition)

Navigant Corporate Advisors certified that the contents of the soft copy (PDF) are identical to the hard copy of the advertisement.