Niraj Cement Structurals Limited Open Offer Disclosure

Nature of the Event

This is a mandatory open offer made by Mr. Gulshankumar Vijaykumar Chopra to acquire up to 26.00% of the fully paid-up equity share capital of Niraj Cement Structurals Limited (Target Company) pursuant to Regulation 3(1) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. The offer is triggered by the execution of Share Purchase Agreements dated June 16, 2026.

Key Quantitative Figures

  • Offer Size: 1,55,20,529 equity shares of ₹10 each
  • Offer Percentage: 26.00% of fully paid-up equity capital
  • Offer Price: ₹29 per equity share
  • Total Offer Consideration: ₹45,00,95,341 (assuming full acceptance)
  • Current Paid-up Capital: ₹59,69,43,400 divided into 5,96,94,340 equity shares
  • Escrow Amount Deposited: ₹11.30 crore (exceeding 25% of offer consideration) with ICICI Bank on June 17, 2026

Share Purchase Agreement Details

SPA-1 with Bylan-Niraj Infra Projects Private Limited:

  • Shares: 1,28,00,000 equity shares (21.44%)
  • Price: ₹25.50 per share
  • Total Consideration: ₹32,64,00,000

SPA-2 with Chem Logistics & Infra Private Limited:

  • Shares: 1,16,97,708 equity shares (19.60%)
  • Price: ₹23.50 per share
  • Total Consideration: ₹27,48,96,138

Acquirer's Shareholding Pattern

| Particulars | No. of Shares | Percentage |

| Pre-acquisition holding | 52,20,946 | 8.75% |

| Shares under SPAs | 2,44,97,708 | 41.04% |

| Open Offer shares | 1,55,20,529 | 26.00% |

| Post-offer holding | 4,52,39,183 | 75.78% |

Offer Schedule

  • Identified Date: July 24, 2026 (for determining eligible shareholders)
  • Offer Opens: August 7, 2026 (Friday)
  • Offer Closes: August 20, 2026 (Thursday)
  • Last Date for Revision: August 5, 2026
  • Payment Date: September 4, 2026
  • Final Report Submission: September 11, 2026

Financial Arrangements

  • The Acquirer has certified net worth of ₹23,819.60 lakhs as of June 16, 2026
  • No funds are being borrowed from any bank or financial institution for the offer
  • Firm arrangements for funds are in place through verifiable means
  • Escrow account established with ICICI Bank Limited with ₹11.30 crore deposit

Capital Structure Impact

  • Pre-offer public shareholding: 75.11% (4,48,33,516 shares)
  • Post-offer public shareholding: 24.22% (assuming full acceptance)
  • The Acquirer undertakes to maintain minimum public shareholding of 25% as required under Rule 19A of SCRR and SEBI (LODR) Regulations
  • Target company will retain its listing status

Risk Factors

  • Over-subscription Risk: Acceptance would be on proportionate basis in case of over-subscription
  • Approval Risk: No statutory approvals required currently, but may become applicable later
  • Withdrawal Risk: Offer may be withdrawn under specific circumstances per Regulation 23(1) of SEBI (SAST) Regulations
  • Completion Risk: Transaction subject to completion risks including non-receipt of SEBI approvals
  • Price Risk: Market price fluctuations during offer period may affect shareholders
  • NRI/OCB Restrictions: Non-resident shareholders must obtain RBI approvals for participation

Target Company Financial Highlights (Standalone)

FY2026 Performance:

  • Revenue from Operations: ₹54,043.92 lakhs
  • Profit After Tax: ₹2,160.21 lakhs
  • EPS: ₹3.62
  • Net Worth: ₹26,692.57 lakhs
  • Book Value per Share: ₹44.72

Historical Performance:

| Metric | FY2026 | FY2025 | FY2024 |

| Revenue (₹ lakhs) | 54,043.92 | 50,671.77 | 47,021.71 |

| PAT (₹ lakhs) | 2,160.21 | 1,522.29 | 1,028.23 |

| EPS (₹) | 3.62 | 3.54 | 2.56 |

Procedure for Acceptance

  • Offer will be implemented through Stock Exchange Mechanism via BSE (Designated Stock Exchange)
  • Acquisition Window will be provided for tendering shares
  • Buying Broker: Allwin Securities Limited (SEBI Reg No: INZ000239635)
  • Shares can be tendered in both dematerialized and physical form
  • Minimum lot size: 1 equity share
  • No conditional acceptances allowed

Key Parties

  • Manager to Offer: Navigant Corporate Advisors Limited (SEBI Reg No: INM000012243)
  • Registrar to Offer: MUFG Intime India Private Limited (SEBI Reg No: INR000004058)
  • Escrow Bank: ICICI Bank Limited
  • Target Company Compliance Officer: Mr. Anil Anant Jha

Corporate Governance

  • The Committee of Independent Directors of Target Company will provide written reasoned recommendations on the Offer
  • Recommendations to be published at least 2 working days before commencement of tendering period

Historical Compliance

  • The Acquirer had a penalty of ₹15 lakh imposed by SAT in 2016 for disclosure violations under SEBI regulations
  • The penalty was paid on October 10, 2016 as full and final settlement
  • Target company has paid various fines for delayed filings under SEBI (LODR) Regulations

Documents for Inspection

The following documents are available for inspection at Manager's office:

  • Certificate of Incorporation and MOA/AOA of Target Company
  • Net worth certificate of Acquirer
  • Annual Reports for FY2025, FY2024, FY2023
  • Escrow Agreement dated June 16, 2026
  • Share Purchase Agreements
  • Bank statements for escrow account
  • Public Announcement and Detailed Public Statement