Board of Directors & Committees

Board Composition:

  • Manish Dixit (Chairman & Managing Director, DIN: 06888132)
  • Anamika Anand (Executive Director, DIN: 08229644)
  • Rakesh Kumar Singh (Non-Executive Independent Director, DIN: 09386098)
  • Keshav Das Sonakiya (Non-Executive Director)
  • Pankaj Kumar (Non-Executive Independent Director, DIN: 03153689)

Committee Composition:

  • Audit Committee: Rakesh Kumar Singh (Chairman), Pankaj Kumar, Manish Dixit
  • Stakeholders Relationship Committee: Rakesh Kumar Singh (Chairman), Pankaj Kumar, Manish Dixit
  • Nomination & Remuneration Committee: Pankaj Kumar (Chairman), Rakesh Kumar Singh, Keshav Das Sonakiya

Key Professional Appointments

  • Auditors: M/s. Jay Gupta & Associates (Previously known as Gupta Agarwal & Associates), Chartered Accountants
  • CFO: Ms. Anamika Anand
  • Internal Auditor: M/s. R Shukla & Co.
  • Company Secretary & Compliance Officer: Ms. Megha Vyas
  • Secretarial Auditor: M/s. S.A. & Associates
  • Registrar & Share Transfer Agents: Bigshare Services Private Limited

Ordinary Business Agenda

1. Adoption of Financial Statements: To consider and adopt Audited Financial Statements for FY ended March 31, 2026 with Reports of Board of Directors and Auditors

2. Director Reappointment: To appoint Ms. Anamika Anand (DIN: 08229644) who retires by rotation and offers herself for re-appointment

Special Business Agenda

3. Reappointment of Mr. Pankaj Kumar as Independent Director

  • Resolution Type: Special Resolution
  • Term: Second term of five consecutive years from November 11, 2026 to November 10, 2031
  • Remuneration: Entitled to receive sitting fees for attending Board/Committee meetings
  • Declaration: Has submitted consent and declarations of independence as required under Section 149(6) of Companies Act, 2013 and Regulation 16(1)(b) of SEBI LODR

4. Reappointment of Mr. Rakesh Kumar Singh as Independent Director

  • Resolution Type: Special Resolution
  • Term: Second term of five consecutive years from November 3, 2026 to November 2, 2031
  • Remuneration: Entitled to receive sitting fees for attending Board/Committee meetings
  • Declaration: Has submitted consent and declarations of independence as required under Section 149(6) of Companies Act, 2013 and Regulation 16(1)(b) of SEBI LODR

5. Alterations in Memorandum of Association

  • Resolution Type: Special Resolution
  • Purpose: To replace Clause 3(a) and 3(b) of MOA to expand business objects to include infrastructure development, construction, real estate, and related activities
  • Detailed Objects: Includes comprehensive list of 47 ancillary objects to support main business activities
  • Impact: Enables company to undertake construction, infrastructure development, real estate, and related businesses

6. Increase in Authorized Share Capital

  • Resolution Type: Ordinary Resolution
  • Current Capital: ₹1,00,00,000 divided into 10,00,000 Equity Shares of ₹10 each
  • Proposed Capital: ₹10,00,00,000 divided into 1,00,00,000 Equity Shares of ₹10 each
  • Consequential Amendment: Requires alteration of Clause V of MOA
  • Purpose: To meet funding requirements and accommodate proposed preferential issues

7. Alterations in Articles of Association

  • Resolution Type: Special Resolution
  • Purpose: To replace Article 1(a) regarding Share Capital and Variation of Rights to enable issuance of warrants and other securities
  • Impact: Provides Board with broader powers to issue shares and securities on preferential basis

8. Approval for Loans/Guarantees under Section 185

  • Resolution Type: Special Resolution
  • Limit: Aggregate amount not exceeding ₹100,00,00,000 (₹100 crore)
  • Purpose: To give loans, guarantees, or provide security to subsidiaries, associates, joint ventures, or group entities
  • Condition: Must be utilized for principal business activities of borrowing entity

9. Approval for Investments/Loans exceeding Section 186 limits

  • Resolution Type: Special Resolution
  • Limit: Aggregate amount not exceeding ₹250,00,00,000 (₹250 crore)
  • Coverage: Investments in other bodies corporate, loans to any person/body corporate, guarantees/security in connection with loans
  • Purpose: To make optimum use of available funds and achieve long-term strategic objectives

10. Preferential Issue of Equity Shares for Non-Cash Consideration

  • Resolution Type: Special Resolution
  • Purpose: Acquisition of 100% shareholding of Dev Satya Infra Private Limited (29,80,000 equity shares)
  • Issue Details: 25,73,400 Equity Shares of ₹10 each at ₹136 per share (including control premium of ₹6.45)
  • Total Consideration: ₹34,99,82,400
  • Allottees: Nilesh J Patel (8,58,000 shares), Vishal J Patel (8,57,700 shares), Bharatkumar Keshrani (8,57,700 shares)
  • Control Impact: Allottees will become promoters holding 52.09% post-issue, triggering open offer requirements under SEBI Takeover Regulations
  • Valuation: Conducted by Bhavesh M Rathod, Chartered Accountant and Registered Valuer
  • Lock-in: As per SEBI ICDR Regulations
  • Post-issue Shareholding: Promoters 52.09% (46.22% pre-issue), Public 47.91% (53.78% pre-issue)

11. Preferential Issue of Equity Shares for Cash Consideration

  • Resolution Type: Special Resolution
  • Purpose: Fund infusion for working capital and business expansion
  • Issue Details: 40,00,200 Equity Shares of ₹10 each at ₹136 per share
  • Total Consideration: ₹54,40,27,200
  • Allottees: 95 allottees in non-promoter public category including individuals, LLPs, corporates, and trusts
  • Largest Allottees: Aashish (4,06,200 shares), Param Capital (1,92,300 shares), PK Capital (1,85,100 shares)
  • Lock-in: As per SEBI ICDR Regulations
  • Post-issue Shareholding: Promoters 52.09%, Public 47.91%

12. Preferential Issue of Convertible Warrants for Cash Consideration

  • Resolution Type: Special Resolution
  • Purpose: Fund infusion for working capital and business expansion
  • Issue Details: 18,37,800 Convertible Warrants of ₹10 each at ₹136 per warrant
  • Total Consideration: ₹24,99,40,800
  • Conversion: Each warrant convertible into 1 equity share within 18 months from allotment
  • Payment Terms: 25% payable on allotment, balance 75% payable on conversion
  • Allottees: Nilesh J Patel (6,12,600 warrants), Vishal J Patel (6,12,600 warrants), Bharatkumar Keshrani (6,12,600 warrants)
  • Control Impact: Allottees will become promoters upon conversion, triggering open offer requirements
  • Lock-in: As per SEBI ICDR Regulations

Financial Highlights (FY 2025-26)

  • Total Revenue: ₹689.71 lakhs (Previous year: ₹909.29 lakhs)
  • Total Expenses: ₹662.69 lakhs (Previous year: ₹844.98 lakhs)
  • Profit Before Tax: ₹27.48 lakhs (Previous year: ₹64.31 lakhs)
  • Tax Expense: ₹11.07 lakhs (Current tax), ₹(3.97) lakhs (Deferred tax)
  • Net Profit After Tax: ₹20.38 lakhs (Previous year: ₹45.05 lakhs)
  • Earnings Per Share: ₹4.08 (Basic and Diluted) (Previous year: ₹10.12)
  • Authorized Share Capital: ₹1,00,00,000 (unchanged)
  • Paid-up Share Capital: ₹50,00,000 (unchanged)
  • Reserves & Surplus: ₹594.40 lakhs (Previous year: ₹574.03 lakhs)

Business Overview

The company offers services spanning technology solutions, drone operations, and e-commerce ventures including:

  • IT services: Application development, managed IT services, cybersecurity solutions
  • Training programs: Ethical Hacking, Embedded Systems & Robotics, Software Development, Networking & Communication
  • Drone technology: Manufacturing, repair, trading, rental services for commercial and agricultural drones
  • E-commerce and m-commerce platforms

Important Dates

  • Record Date: September 16, 2026 (for determining voting rights)
  • AGM Date: September 30, 2026 at 10:00 AM
  • Relevant Date for Preferential Issue Pricing: August 31, 2026 (30 days prior to AGM)

Voting Arrangements

  • Members entitled to appoint proxies (maximum 50 members holding not more than 10% of share capital)
  • Corporate members to send certified copy of Board Resolution for authorized representatives
  • Mr. Yatin Sangani & Associates appointed as Scrutinizer for voting process
  • Results to be placed on company website https://www.nikstech.com/

Documents Available for Inspection

  • Memorandum and Articles of Association with proposed alterations
  • Valuation reports for preferential issues
  • Certificate from Practicing Company Secretary
  • Documents available at Registered Office during business hours until AGM date