Intimation of Recommendation of the Committee of Independent Director on the open offer to the shareholder of Company

Date: 29.07.2026 The Corporate Relations Department. National Stock Exchange of India Limited BSE Limited Exchange Plaza Phiroze Jeejeebhoy Towers, Bandra Kurla Complex, Dalal Street, Bandra East Mumbai-400001 Mumbai 400 051 Scrip Code: 532986 Scrip Symbol: NIRAJ Sub: : Intimation of Recommendations of the Committee of Independent Directors (“IDC”) on the open offer to the shareholders of Niraj Cement Structurals Limited (“Company”) under Regulation 26(7) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (“SEBI (SAST) Regulations”). Dear Sir / Madam, Pursuant to Regulation 26(7) of SEBI (SAST) Regulations, the company is in receipt of newspaper publication of "Recommendations of the Committee of Independent Directors", of Niraj Cement Structurals Limited published on 29th July, 2026, in Financial Express – English Daily (All editions), Jansatta – Hindi Daily (All editions), Navshakti – Marathi Daily (Mumbai edition). A copy of the same is enclosed herewith for your kind perusal Kindly take this for your information and record. Thanks & Regards, For Niraj Cement Structurals Limited Anil Anant Jha Company Secretary and Compliance Officer Membership No. A66063 CIN: L26940MH1998PLC114307 HEAD OFFICE: Unit No. 820 to 825, Commercial Building, Wadhwa, Dukes Horizon, ST Road, Nr. R K Studio, D G Patil Road, Mumbai - 400088 Tel.: 66027100 E-mail: info@niraj.co.in Website: www.niraj.co.in AA 4 Navigant NAVIGANT CORPORATE ADVISORS LIMITED Regd. Office: 804, Meadows, Sahar Plaza Complex, J B Nagar, Andheri-Kurla Road, Andheri (East) Mumbai-400 059; Tel: +91-22- 4120 4837 / +91 22 4973 5078 Email: navigant@navigantcorp.com; Website:www.navigantcorp.com (CIN: L67190MH2012PLC231304) Date: 29.07.2026 Niraj Cement Structurals Limited Unit No. 820 to 825, Commercial Building, Wadhwa, Dukes Horizon, Pepsi Company, Off. Sion Trombay Road, Nr. R K Studio, D G Patil Road, Mumbai, Maharashtra- 400088, India Sub: Submission of Advertisement of committee of independent directors in terms of Regulation 26(7) of SEBI SAST (Regulations), 2011 of Niraj Cement Structurals Limited Ref.: Open Offer to acquire upto 1,55,20,529 equity shares of Rs. 10/- each at a price of Rs. 29/- per full aid-up Equity Share of Niraj Cement Structurals Limited (‘Target Company’ representing 26.00% of the fully paid up and voting share capital by Gulshankumar Vijaykumar Chopra (hereinafter referred to as the "Acquirer”) Dear Sir, This is with reference to the above please find the Advertisement of committee of independent directors in terms of Regulation 26(7) of SEBI SAST (Regulations), 2011 hard and soft copy being issued by Target Company with regard to open offer for acquisition of Equity Shares of Niraj Cement Structurals Limited (‘Target Company’) by Acquirer which was published on 29" July, 2026 in Financial Express - English Daily (all editions); Jansatta - Hindi Daily (all editions); Navshakti - Marathi Daily (Mumbai edition). We certify that the contents of the PDF format in soft copy are identical with the hard copy of Advertisement of committee of independent directors. For Navigant Corporate Advisors Limited Sarthak Vijlani Managing Director NIRAJ CEMENTSTRUCTURALS LIMITED ("NIRAJ"/"TARGET COMPANY"/"TC") (Corporate Identification No.: L26940MH1998PLC114307) Registered Office: Unit No. 820 to 825, Commercial Building, Wadhwa, Oukes Horizon, Pepsi Company, Off. Sian Trombay Road, Nr. R K Studio, 0 G Patil Road, Mumbai, Maharashtra-400088, India; Phone No.: 022-66027100; Email id: ~;~;Website:~ Recommendations of the Committee of Independent Directors (IOC) on the Open Offer to the Shareholders of Niraj Cement Structurals Limited ("NIRAJ" or "Target Company") under regulation 26(7) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 and subsequent amendments thereto ("SEBI (SAST) Regulations") Date 28.07.2026 Name of the Target Company Niraj Cement Structurals Limited Details of the Offer pertaining to Target Open Offer to acquire up to 1,55,20,529 Equity Shares of Rs. 10/-each representing Company 26.00% of the Equity and Voting Share Capital of the Target Company, to be acquired by the Acquirer, at a price of Rs. 29.00/-per Equity Share payable in cash in terms of Regulation 3(1) of the SEBI (SAST) Regulations, 2011. Name(s) of the Acquirer Gulshankumar Vijaykumar Chopra (Acquirer) Name of the Manager to the offer Navigant Corporate Advisors Limited Members of the Committee of Chairman: Ratan Umesh Sanil Independent Directors ("IDC") Member: Kavita Suresh Hindia Member: Vishram Pandurang Rudre IDC Member's relationship with the IDC Members are the Independent Directors of the Target Company. Neither Target Company (Director, Equity shares Chairman nor Member of IDC holds any equity shares in the Target Company. owned, any other contract! relationship), None of them have entered into any other contract or have other relationship with the if any Target Company. Trading in the Equity shares/other No trading has been done by the IDC Members in the Equity Shares/ other securities securities of the Target Company by IDC of the Target Company. Members IDC Member's relationship with the None of the IDC Members have any relationship with the Acquirer. acquirer (Director, Equity shares owned, any other contract I relationship), if any. Trading in the Equity shares/other Not Applicable securities of the acquirer by IDC Members Recommendation on the Open offer, as to The IDC Members believes that the Open Offer is fair and reasonable. However, the whether the offer, is or is not, fair and shareholders should independently evaluate the Offer and take informed decision in reasonable the matter. Summary of reasons for recommendation IDC recommends acceptance of the Open offer made by the Acquirer as the Offer price of Rs. 29.00/-per fully paid-up Equity Share is fair and reasonable based on the following reasons: 1. The offer price of Rs. 29.00/-per fully paid -up Equity Share offered by the Acquirer in the open offer to the shareholders is justified considering the purchase consideration being paid by Acquirer in SPAs to Sellers. 2. The Equity Shares of the Target Company are frequently traded shares within the meaning of explanation provided in Regulation 2(j) of SEBI (SAST) Regulations, 2011. 3. The offer price of Rs. 29.00/-per fully paid- up Equity Share offered by the Acquirer is higher than the volume-weighted average market price of shares for a period of sixty trading days immediately preceding the date of the public announcement. Keeping in view above facts IDC is of opinion that Open Offer price is fair and reasonable and is in accordance with the relevant regulations prescribed in the Takeover Code and prima facie appear to be justified. Details of Independent Advisors, if any. None Any other matter to be highlighted No To the best of our knowledge and belief, after making proper enquiry, the information contained in or accompanying this statement is, in all material respect, true and correct and not misleading, whether by omission of any information or otherwise, and includes all the information required to be disclosed by the Target Company under the SEBI (SAST) Regulations. Capitalized terms used in this announcement, but not defined, shall have the same meaning assigned to them in the PA, DPS and LOF. For Niraj Cement Structurals Limited Sd/- Ratan Umesh Sanil Chairman-Committee of Independent Directors DIN: 07785011 Place: Mumbai Date: 28.07.2026