Niraj Cement open offer at Rs 29 per share

Gulshankumar Vijaykumar Chopra has initiated a mandatory open offer to acquire up to 26% of the fully paid-up equity and voting share capital of Niraj Cement Structurals Limited at a price of Rs 29 per share. The offer, which aims to purchase up to 1,55,20,529 equity shares, is scheduled to open on August 7, 2026, and close on August 20, 2026. This open offer is triggered pursuant to the execution of Share Purchase Agreements (SPAs) dated June 16, 2026, through which the acquirer is purchasing a 41.04% stake from Bylan-Niraj Infra Projects Private Limited and Chem Logistics & Infra Private Limited.

The offer price of Rs 29 per share represents a premium over the volume-weighted average market price of Rs 28.61 on the National Stock Exchange for the 60 trading days preceding the public announcement. The acquirer has deposited Rs 1,130.00 Lacs in cash in an escrow account with ICICI Bank Limited, which exceeds 25% of the total offer consideration. Navigant Corporate Advisors Limited is acting as the Manager to the Offer, while MUFG Intime India Private Limited serves as the Registrar.

Offer Details

The open offer is not conditional upon a minimum level of acceptance from shareholders. Assuming full acceptance, the maximum consideration payable by the acquirer would be Rs 45,00,95,341. The acquirer, who currently holds 8.75% of the target company, will see his total shareholding rise to 75.78% upon successful completion of the offer and the underlying SPAs. The acquirer has confirmed that he does not have any persons acting in concert with him for this transaction.

Shareholding and Approvals

As per the shareholding pattern, the promoters of Niraj Cement Structurals Limited hold 24.89% of the equity capital, while the public holds the remaining 75.11%. The acquirer has stated that no statutory approvals are currently required for this offer, although non-resident shareholders must submit necessary RBI approvals if applicable. The offer is subject to the terms and conditions set out in the Draft Letter of Offer and the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

Key Dates and Contact Information

The identified date for determining eligible shareholders is July 24, 2026. The Letter of Offer is expected to be dispatched to shareholders by July 31, 2026. Shareholders wishing to tender their shares can do so through the stock exchange mechanism or by submitting physical forms to the Registrar. The designated stock exchange for the offer is BSE Limited.

Parameter	Details
Offer Price	Rs 29 per equity share
Total Offer Size	Up to 1,55,20,529 equity shares (26%)
Offer Opens	August 7, 2026
Offer Closes	August 20, 2026
Manager to the Offer	Navigant Corporate Advisors Limited
Registrar to the Offer	MUFG Intime India Private Limited

1 Day	5 Days	1 Month	6 Months	1 Year	5 Years
-0.63%	-1.33%	+2.59%	-23.53%	-45.29%	-36.45%

Gulshankumar Vijaykumar Chopra has initiated an open offer to acquire up to 26% of the fully paid-up equity share capital of Niraj Cement Structurals Limited at a price of Rs 29 per share. The offer is triggered pursuant to the execution of Share Purchase Agreements (SPAs) dated June 16, 2026, through which the acquirer agreed to purchase 2,44,97,708 equity shares representing 41.04% of the voting share capital from public category shareholders. The total consideration payable for the open offer, assuming full acceptance, is Rs 45,00,95,341. The Detailed Public Statement was published on June 23, 2026.

The open offer is being made in accordance with Regulation 3(1) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. Navigant Corporate Advisors Limited has been appointed as the Manager to the Offer. The acquirer currently holds 52,20,946 equity shares, representing 8.75% of the paid-up equity share capital, and is classified as a promoter of the target company.

Underlying Transaction Details

The open offer obligation arises from two separate agreements entered into by the acquirer with public category shareholders. The first agreement involves the purchase of 1,28,00,000 equity shares, constituting 21.44% of the voting share capital, from Bylan-Niraj Infra Projects Private Limited at a consideration of Rs 25.50 per share. The second agreement involves the purchase of 1,16,97,708 equity shares, constituting 19.60% of the voting share capital, from Chem Logistics & Infra Private Limited at a consideration of Rs 23.50 per share.

Details of underlying transaction	Mode of Transaction	Shares Acquired	% of Voting Capital	Total Consideration (Rs. In Lacs)	Mode of Payment	Triggering Regulation
Direct	Share Purchase Agreements dated June 16, 2026	2,44,97,708	41.04%	6,012.96	Cash	Regulation 3(1) of SEBI (SAST) Regulations 2011

Acquirer and Promoter Shareholding

Following the completion of the underlying transaction, the acquirer's shareholding will increase to 2,97,18,654 equity shares, representing 49.78% of the fully paid-up equity share capital. The total promoter shareholding, including other promoters, will rise to 65.93% post-transaction. If the open offer is fully accepted, the acquirer along with other promoters will hold 91.93% of the equity share capital. Promoters other than the acquirer have confirmed they will not participate in the open offer.

Offer Timeline and Conditions

The Detailed Public Statement regarding the offer was published on June 23, 2026, in accordance with Regulation 14(3) of the SEBI (SAST) Regulations. The acquirer has confirmed adequate financial resources to meet the offer obligations. The offer is not conditional upon any minimum level of acceptance as per Regulation 19(1) of the regulations. The equity shares of Niraj Cement Structurals Limited are listed on BSE Limited and National Stock Exchange of India Limited.