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 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.

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 will be published on or before 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.

Niraj Cement Structurals Limited has initiated a postal ballot process to seek shareholder approval for the re-appointment of Mr. Partha Sarathi Raut as an Independent Director for a second term of five consecutive years. The resolution proposes his tenure from July 02, 2026, to July 01, 2031, following the recommendation of the Nomination and Remuneration Committee and the Board of Directors. The company has engaged Mr. Abhay J. Pal as the Scrutinizer to oversee the voting process.

The remote e-voting facility is available to shareholders whose names appear in the Register of Members or List of Beneficial Owners as on the cut-off date of Friday, May 22, 2026. The voting period begins at 9:00 a.m. IST on Monday, June 01, 2026, and concludes at 5:00 p.m. IST on Saturday, June 30, 2026. Shareholders can cast their votes electronically through the NSDL e-voting system.

Special Business

The primary agenda item is the re-appointment of Mr. Partha Sarathi Raut (DIN: 08804981). He was initially appointed as an Additional Director on July 02, 2021, and his current term ends on July 01, 2026. The company states that he meets the criteria of independence under the Companies Act, 2013, and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Board has recommended the resolution based on his performance evaluation, qualifications, and experience.

Key Details of the Proposal

E-Voting Process

The postal ballot notice is being sent only through electronic mode to members with registered email addresses. Physical copies are not being dispatched. Shareholders holding shares in demat mode can vote through their depository accounts using NSDL or CDSL login credentials. Those holding physical shares must use a specific User ID format comprising the EVEN number followed by the Folio Number.

The Scrutinizer will submit the report to the Chairman after the scrutiny process. The results of the postal ballot will be announced on or before July 02, 2026, at the Registered Office of the company and will also be displayed on the company website.