Niks Technology Acquires Dev Satya Infra, Raises Capital

1. Annual Report and Director Re-appointments

Approved Director's Report and annual report for FY 2025-2026.
Re-appointed Mr. Pankaj Kumar (DIN: 03153689) as Independent Director for a second term of five years from November 11, 2026 to November 10, 2031, subject to shareholder approval at AGM.
Re-appointed Mr. Rakesh Kumar Singh (DIN: 09386098) as Independent Director for a second term of five years from November 03, 2026 to November 02, 2031, subject to shareholder approval at AGM.

2. Memorandum and Articles of Association Alteration

Approved alteration to existing MOA by replacing clause 3(a) and (b) to include business of infrastructure developers, land developers, real estate developers, builders, contractors, and property developers.
Approved alteration in AOA by replacing article No 1.
Both subject to shareholder and regulatory approvals.

3. Capital Structure Changes

Approved increase in Authorised Share Capital from ₹1,00,00,000 (1,000,000 equity shares of ₹10 each) to ₹10,00,00,000 (10,000,000 equity shares of ₹10 each).
Consequential alteration of Capital Clause (Clause V) of MOA subject to shareholder and regulatory approvals.

4. Corporate Loans and Investments

Approved giving of loans, providing guarantees, providing securities and making investments under Section 186 of Companies Act, 2013, subject to approvals.
Approved giving of loan/guarantee/security in connection with loans availed by persons in whom directors are interested under Section 185, subject to approvals.

5. Acquisition of Dev Satya Infra Private Limited

Approved acquisition of 100% equity share capital of Dev Satya Infra Private Limited (Selling Company).
Approved execution of Share Purchase and Share Swap Agreement (SPSSA) with Selling Company and its shareholders.
Acquisition consideration: ₹34,99,82,400 discharged by issuance of 25,73,400 equity shares of Niks Technology at ₹136 per share (swap of shares).
Acquisition of 29,80,000 equity shares of ₹10 each in Dev Satya Infra.
Not a related party transaction.
Expected completion within 2 months subject to conditions precedent.
No governmental or regulatory approvals required.

6. Preferential Issuances

For Share Swap Consideration (Annexure III):

Issuance of up to 25,73,400 equity shares of ₹10 each at ₹136 per share (aggregate ₹34,99,82,400) to non-promoter public category shareholders of Dev Satya Infra.
Allottees: Nilesh J Patel (8,58,000 shares), Vishal J Patel (8,57,700 shares), Bharatkumar Keshrani (8,57,700 shares).
Post-issue holding calculated based on fully diluted capital: Nilesh J Patel (14,70,600 shares, 16.50%), Vishal J Patel (14,70,300 shares, 16.50%), Bharatkumar Keshrani (14,70,300 shares, 16.50%).

For Cash Consideration (Annexure IV):

Issuance of up to 40,00,200 equity shares of ₹10 each at ₹136 per share (aggregate ₹54,40,27,200) to non-promoter public category investors.
94 allottees identified including entities like AUMIT CAPITAL ADVISORS LIMITED (existing holder of 100,000 shares, 20% holding pre-issue), AUGMENTA VALUE TRUST-SCHEME1 (1,37,400 shares), and various individuals/entities.
Post-issue aggregate holding of these allottees: 41,00,200 shares (46.01% of diluted capital).

Convertible Warrants (Annexure V):

Issuance of up to 18,37,800 convertible warrants of ₹10 each at ₹136 per warrant (aggregate ₹24,99,40,800) to non-promoter public category.
Warrants convertible into equal number of equity shares at ₹136 per share within 18 months from allotment.
25% of warrant price (₹34 per warrant) payable upfront; balance 75% (₹102) payable at conversion.
Allottees: Nilesh Jayantilal Patel (6,12,600 warrants), Vishal Jayantibhai Patel (6,12,600 warrants), Bharatkumar Pravinchandra Keshrani (6,12,600 warrants).
Post-conversion holding (combined with Annexure III shares): Nilesh J Patel (14,70,600 shares, 16.50%), Vishal J Patel (14,70,300 shares, 16.50%), Bharatkumar Keshrani (14,70,300 shares, 16.50%).

All preferential issues subject to shareholder and stock exchange approvals under SEBI ICDR Regulations Chapter V and Companies Act, 2013.

7. Appointments

Appointed M/s. Yatin Sangani & Associates (CP No. 22681) as Secretarial Auditor for FY 2026-27.
Appointed M/s. Yatin Sangani & Associates as scrutinizer for AGM voting results.

8. Annual General Meeting

Approved draft notice of AGM.
AGM scheduled on Wednesday, September 30, 2026 at 11:00 AM at registered office: Flat No. 501, Shiv Laxmi Plaza, Opp. Rajendra Nagar Terminal, Old Bypass Main Road, Kankarbagh, Patna-800020, Bihar.

Incorporated on December 18, 2025 (converted from LLP incorporated September 03, 2021).
Business: Real estate development including infrastructure developers, land developers, builders, contractors, property developers.
Financials (as LLP till December 17, 2025): Revenue ₹1,370.90 lakh, PBT ₹140.40 lakh, PAT ₹86.50 lakh.
Financials (as company till March 31, 2026): Revenue ₹294.50 lakh, PBT ₹33.30 lakh, PAT ₹24.90 lakh.
Historical turnover: FY 2024-25 ₹1,211.447 lakh, FY 2023-24 ₹405.778 lakh, FY 2022-23 ₹208.913 lakh.
Country of presence: India.

Mr. Pankaj Kumar (37 years): Bachelor's degree in Science (IT), PGDM in Marketing & HR, over 9 years experience in sales & marketing strategies.
Mr. Rakesh Kumar Singh (49 years): Postgraduate and lawyer, 24 years experience in real estate & government work contracts.
Both directors are not related to any other directors and not debarred from directorship.

Acquisition consideration: ₹34,99,82,400
Preferential equity issuance (cash): ₹54,40,27,200
Preferential equity issuance (swap): ₹34,99,82,400
Convertible warrants: ₹24,99,40,800
Total potential capital inflow: ₹109,39,50,400 (if warrants fully converted)
Capital structure impact: Significant dilution through issuance of up to 84,11,400 new shares (equity + warrant conversion)