Niraj Cement Structurals Ltd

Incorporation of Niraj Group Foundation for CSR

• Niraj Cement Structurals Limited has formed Niraj Group Foundation, a Section 8 entity limited by guarantee, for CSR.
• Incorporation date is 20 August 2026, India.
• Niraj Cement Structurals Limited will retain control over management and affairs.
• Foundation is a company limited by guarantee with no share capital.
• No cash consideration is involved in the incorporation.
• Purpose: undertake social welfare and CSR initiatives per Section 135 of Companies Act, 2013.

Open offer and post-offer holdings

• Open offer: 1,55,20,529 shares at Rs 29; targets 26% stake.
• Acquirer pre-offer holding: 52,20,946 shares (8.75%).
• SPA shares: 2,44,97,708 (41.04%).
• Post-open holding: 2,97,40,004 shares, 49.82% voting share capital.
• Total promoter post-offer holding: 3,93,79,882 shares, 65.97%.
• Offer dates: open 31 July 2026; close 13 August 2026; payment 19 August 2026.
• Aggregate tendered/accepted: 21,350 shares; size of offer Rs 6,19,150.

AGM and book closure

• AGM for FY2025-26 on Sept 28, 2026 via VC/OAVM; equity shares.
• Register of Members and Share Transfer Books closed Sep 20-28, 2026 for AGM entitlement.

Financial results approved

• Un-Audited standalone quarterly results for quarter ended 30-Jun-2026 approved; revenue 10,429.95 Lacs; net profit 405.64 Lacs.
• Consolidated quarterly results for quarter ended 30-Jun-2026 approved; revenue 10,453.53 Lacs; net profit 356.64 Lacs.

Upcoming shareholder events

• AGM for 2025-26 scheduled for 28 Sep 2026 via VC/OAVM.
• Register of Members closed Sep 20-28, 2026.

Auditor notes and regulatory matters

• Statutory auditors Chaturvedi Sohan & Co issued unmodified opinions on standalone and consolidated results.
• Emphasis of Matter: DGGI proceedings; no provision due to ongoing case.
• Rs 108.40 Lacs deposited under protest; matter sub-judice.

Open Offer Overview

• Acquirer: Gulshankumar Vijaykumar Chopra; no PACs disclosed.
• Open offer to acquire 26% of Niraj Cement Structurals' voting share capital.
• Target: Niraj Cement Structurals Limited.

Offer Details

• Shares to be acquired: 1,55,20,529 equity shares.
• Offer price: Rs 29 per full paid-up equity share.
• Total consideration: Rs 450,095,341 (~Rs 45.01 crore).
• Publication date of pre-offer advertisement: 30 July 2026.
• Adviser: Navigant Corporate Advisors Limited (on behalf of acquirer).

Open Offer Overview

• Acquirer: Gulshankumar Vijaykumar Chopra.
• Target: Niraj Cement Structurals Limited.
• Open offer to acquire up to 15,520,529 equity shares, representing 26.00%.
• Offer price: Rs 29 per share; total consideration about Rs 45.01 crore.
• Mode of payment: not specified in the filing.
• Type of offer: Open offer.

Timeline

• Pre-offer advertisement date: 30 July 2026.
• Publication mediums: Financial Express, Jansatta, Navshakti.

Open offer outcome

• Committee of Independent Directors met on 28 July 2026 to review the open offer.
• Open offer to acquire up to 1,55,20,529 equity shares at Rs 29 per share.
• Represents 26% of fully paid-up voting share capital.
• Acquirer named Gulshankumar Vijaykumar Chopra.
• Committee concluded the open offer is fair and reasonable.
• Reviewed per Public Announcement (16 Jun 2026), DPS (22 Jun 2026), and LOF (18 Jul 2026).