NAVIGANT CORPORATE ADVISORS LIMITED

Key Transaction Details

  • Offer Size: Acquisition of up to 1,55,20,529 equity shares
  • Percentage of Capital: 26.00% of the fully paid-up equity and voting share capital
  • Offer Price: ₹29 per fully paid-up equity share
  • Total Consideration: ₹45,00,95,341 (assuming full acceptance)
  • Mode of Payment: Entire consideration payable in cash
  • Type of Offer: Triggered Offer under Regulation 3(1) of SEBI (SAST) Regulations, 2011

Underlying Transaction Triggering the Offer

The Open Offer obligation was triggered by the execution of two Share Purchase Agreements (SPAs) on June 16, 2026:

  • SPA-1: Acquisition of 1,28,00,000 equity shares (21.44% of voting capital) from Bylan-Niraj Infra Projects Private Limited (Seller-1) at ₹25.50 per share
  • SPA-2: Acquisition of 1,16,97,708 equity shares (19.60% of voting capital) from Chem Logistics & Infra Private Limited (Seller-2) at ₹23.50 per share
  • Total Acquisition: 2,44,97,708 shares representing 41.04% of voting share capital
  • Total Consideration for SPAs: ₹6,012.96 lakhs (₹60.13 crores)
  • Mode of Payment: Cash

Details of the Acquirer

  • Name: Gulshankumar Vijaykumar Chopra
  • Address: Trombay Road, Sion T.F., Donar, Mumbai, Maharashtra-400088
  • Pre-Transaction Shareholding: 52,20,946 shares (8.75% of voting capital)
  • Post-Acquisition Shareholding (excluding Open Offer): 2,97,18,654 shares (49.78% of voting capital)
  • Current Status: The Acquirer is currently one of the Promoters of the Target Company
  • Person Acting in Concert: There is no Person Acting in Concert (PAC) with the Acquirer

Shareholding Pattern Impact

Pre-Transaction Promoter Holding:

  • Acquirer: 52,20,946 shares (8.75%)
  • Other Promoters: 96,39,878 shares (16.15%)
  • Total Promoter Holding: 1,48,60,824 shares (24.89%)

Post-Transaction Promoter Holding (excluding Open Offer):

  • Acquirer: 2,97,18,654 shares (49.78%)
  • Other Promoters: 96,39,878 shares (16.15%)
  • Total Promoter Holding: 3,93,58,532 shares (65.93%)

Post-Open Offer (assuming full acceptance):

  • Acquirer holding will increase to 4,52,39,183 shares (75.78%)
  • Total promoter holding will reach 5,48,79,061 shares (91.93%)

Selling Shareholders Details

  • Seller-1: Bylan-Niraj Infra Projects Private Limited (Public Category Shareholder)
  • Pre-Transaction: 1,28,00,000 shares (21.44%)
  • Post-Transaction: Nil
  • Seller-2: Chem Logistics & Infra Private Limited (Public Category Shareholder)
  • Pre-Transaction: 1,16,97,708 shares (19.60%)
  • Post-Transaction: Nil

Target Company Information

  • Listed On: BSE Limited (Scrip Code: 532986) and National Stock Exchange of India Limited (Symbol: NIRAJ)
  • Total Paid-up Capital: ₹59,69,43,400 divided into 5,96,94,340 Equity Shares of ₹10 each
  • Trading Status: Equity shares are frequently traded on NSE

Regulatory Compliance and Additional Information

  • Regulatory Reference: SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011
  • Detailed Public Statement: To be published on or before June 23, 2026, in accordance with Regulation 14(3)
  • Acquirer Undertaking: The Acquirer confirms awareness of obligations under SEBI (SAST) Regulations and has adequate financial resources to meet Offer obligations
  • Competitive Bid: This is not a competitive bid
  • Minimum Acceptance: The offer is not conditional upon any minimum level of acceptance as per Regulation 19(1)
  • Information Source: All Target Company information obtained from published and publicly available sources; accuracy not independently verified by Manager to the Offer

Manager to the Offer

  • Name: Navigant Corporate Advisors Limited
  • Address: 804, Meadows, Sahar Plaza Complex, J B Nagar, Andheri-Kurla Road, Andheri (East) Mumbai-400059
  • Contact: Tel: +91-22-4120 4837 / +91 22 4973 5078; Email: navigant@navigantcorp.com