Key Transaction Details

  • Open Offer Size: 23,16,964 equity shares representing 26.00% of expanded equity share capital on fully diluted basis
  • Offer Price: ₹136 per equity share of face value ₹10
  • Total Maximum Consideration: ₹31,51,07,104 (assuming full acceptance)
  • Offer Period: 03rd November 2026 to 17th November 2026
  • Minimum Lot Size: 300 equity shares

Triggering Events

The open offer is triggered by:

1. Share Purchase Agreement dated 08.09.2026 between Acquirers and existing promoters for acquisition of 2,31,100 equity shares (2.59% of expanded capital) at ₹136 per share

2. Preferential Allotment approved by Board on 08.09.2026 of 65,73,600 equity shares including:

  • 25,73,400 shares to Acquirers against acquisition of Dev Satya Infra shares
  • 40,00,200 shares to public category investors

3. Convertible Warrants: 18,37,800 warrants to Acquirers convertible to equity shares

Acquirer Details

Acquirer-1: Nilesh Jayantilal Patel (Net Worth: ₹26.17 crore as of 01.09.2026)

Acquirer-2: Vishal Jayantibhai Patel (Net Worth: ₹11.22 crore as of 01.09.2026)

Acquirer-3: Bharatkumar Pravinchandra Keshrani (Net Worth: ₹11.28 crore as of 01.09.2026)

Share Swap Arrangement

  • Target Company to acquire 29,80,000 equity shares (100%) of Dev Satya Infra Private Limited from Acquirers
  • Consideration: 25,73,400 equity shares of Target Company issued to Acquirers
  • Swap ratio: 12,867 shares of Target Company for every 14,900 shares of Dev Satya Infra
  • Dev Satya Infra valuation: ₹35,00,64,000 (₹117.47 per share)
  • Niks Technology valuation: ₹135.36 per share (as per independent valuer)

Capital Structure Impact

| Particulars | Existing | Post-Preferential | Expanded (Fully Diluted) |

| Equity Shares | 5,00,000 | 70,73,600 | 89,11,400 |

| Nominal Value (₹) | 50,00,000 | 7,07,36,000 | 8,91,14,000 |

Post-Transaction Shareholding

Assuming full acceptance in open offer and full warrant conversion:

  • Acquirers' total holding: 69,59,264 shares (78.09% of expanded capital)
  • Public shareholding: 19,52,136 shares (21.91% of expanded capital)

Financial Arrangements

  • Escrow amount: ₹7.95 crore deposited with Kotak Mahindra Bank (exceeding 25% requirement)
  • No borrowed funds used for the offer
  • Acquirers have sufficient net worth to meet obligations

Key Dates

  • Identified Date: 19.10.2026 (for shareholder eligibility)
  • Last Date for Revision: 30.10.2026
  • Offer Opens: 03.11.2026
  • Offer Closes: 17.11.2026
  • Payment Date: 02.12.2026

Risk Factors

  • Possible proration in case of oversubscription
  • Delay risk if statutory approvals not received timely
  • Market price fluctuation risk during offer period
  • Non-resident shareholders require RBI approvals
  • Locked-in shares from preferential issue subject to residual lock-in

Management Changes

Acquirers may seek changes to Board of Directors after open offer completion. Existing promoters will cease to be classified as promoters post-transaction.

Business Impact

Target Company currently has minimal operational revenue. Acquirers intend to continue existing business lines (software development, education services, drone trading) and may diversify with shareholder approvals.