Nature of the Event

Mandatory Open Offer under Regulation 3(1), 4 read with Regulation 15(1) and 13(2)(g) of SEBI (SAST) Regulations, 2011 by Nimesh Sahadeo Singh (Acquirer) for acquisition of up to 1,82,000 equity shares of Technojet Consultants Limited representing 26.00% of the Emerging Equity and Voting Share Capital.

Key Quantitative Figures

  • Offer Price: ₹48 per fully paid-up equity share of face value ₹10
  • Offer Size: 1,82,000 equity shares
  • Maximum Consideration: ₹87,36,000 (assuming full acceptance)
  • Current Paid-up Capital: ₹20,00,000 divided into 2,00,000 Equity Shares
  • Emerging Capital Post-Preferential Issue: 7,00,000 equity shares (₹70,00,000)
  • Acquirer's Proposed Holdings: 4,71,293 shares (67.33% of emerging capital)
  • Escrow Amount: ₹90,00,000 deposited with Axis Bank Limited

Dates of Action

  • Public Announcement Date: September 18, 2026
  • Detailed Public Statement Publication: September 22, 2026
  • Share Purchase Agreement Date: September 18, 2026
  • Board Meeting for Preferential Issue: September 18, 2026
  • EOGM for Preferential Issue: October 30, 2026
  • Tentative Tender Period: November 9, 2026 to November 23, 2026
  • Payment Date: December 8, 2026

Parties Involved

Acquirer: Nimesh Sahadeo Singh (49-year-old Indian resident, PAN: ANIPS2967F, Net Worth: ₹12,085.79 lakhs as of August 31, 2026)

Target Company: Technojet Consultants Limited (CIN: L74210MH1982PLC027651, BSE Code: 509917, ISIN: INE881P01013)

Sellers:

  • Ness Nusli Wadia (Promoter) - 13,800 shares (1.97%)
  • Nowrosjee Wadia And Sons Limited (Promoter Group) - 86,943 shares (12.42%)
  • Goodeed Charitable Foundation (Promoter Group) - 38,950 shares (5.56%)
  • Varnilam Investments and Trading Company Limited (Promoter Group) - 1,600 shares (0.23%)
  • Naperol Investments Limited (Promoter Group) - 3,000 shares (0.43%)
  • MSIL Investments Private Limited (Promoter Group) - 2,000 shares (0.29%)

Manager to Offer: Navigant Corporate Advisors Limited (SEBI Registration: INM000012243)

Registrar to Offer: Kfin Technologies Limited

Buying Broker: Allwin Securities Limited (SEBI Registration: INZ000239635)

Valuer: Karan Chetan Shah (IBBI Registration: IBBI/RV/06/2024/15561)

Transaction Details

Share Purchase Agreement: Acquisition of 1,46,293 equity shares (20.90% of emerging capital) from sellers at ₹48 per share, total consideration ₹70,22,064.

Preferential Issue: Proposed allotment of 5,00,000 equity shares (3,25,000 to Acquirer at ₹48/share, 1,75,000 to public category investors at ₹48/share) subject to shareholder approval.

Open Offer: Mandatory offer for 1,82,000 shares (26% of emerging capital) at ₹48 per share.

Financial Information of Target Company (Rs. in Lacs)

| Particulars | 30.06.2026 (Limited Reviewed) | 31.03.2026 (Audited) | 31.03.2025 (Audited) | 31.03.2024 (Audited) |

| Revenue from Operations | 0.00 | 0.00 | 12.00 | 0.00 |

| Other Income | 2.20 | 3.14 | 3.25 | 4.13 |

| Total Revenue | 2.20 | 3.14 | 15.25 | 4.13 |

| Net Profit/(Loss) after tax | (2.57) | (10.87) | 3.73 | (11.91) |

| Earnings Per Share (In Rs.) | (1.28) | (5.44) | 1.87 | (5.96) |

| Net worth /Shareholders' Funds | 34.81 | 211.38 | 61.68 | 57.95 |

Purpose and Rationale

The acquisition is for obtaining complete management control of the Target Company. The Acquirer intends to continue the existing business and may diversify with shareholder approval. The Acquirer will be classified as promoter post-transaction.

Conditions and Approvals

  • The offer is not conditional upon minimum acceptance
  • Subject to BSE approval for preferential issue under Regulation 28 of SEBI (LODR) Regulations, 2015
  • Non-resident shareholders must submit RBI approvals for their shares
  • Offer may be withdrawn if statutory approvals are refused

Market and Trading Information

  • Shares are infrequently traded with annualized trading turnover of 0.001% during July 2025-August 2026
  • Fair value certified at ₹45.04 per share by registered valuer
  • BSE is the designated stock exchange for the offer
  • Shares are in Group "XT / T+1" with scrip code 509917

Board Composition of Target Company

  • Jairaj Champaklal Bham: Non-Executive Non-Independent Director (DIN: 02806038)
  • Bakhtavar Ady Pardiwalla: Women Director (DIN: 06721889)
  • Nitin Hariyantlal Datanwala: Independent Director (DIN: 00047544)
  • Sanjive Arora: Independent Director (DIN: 07852459)
  • Kavita Chhajer: Additional Non-Executive Non-Independent Director (DIN: 07146097)

Additional Information

  • Target company has no business activity currently and no revenue from operations
  • Minimum public shareholding may fall below 25% requiring compliance with Regulation 7(4) of SAST Regulations
  • Acquirer has no intention to alienate substantial assets for two years except in ordinary course
  • No material regulatory actions subsisting against Target Company except SEBI matter involving Bombay Dyeing (stayed by SAT)

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