Nature of the Event

This is a Detailed Public Statement (DPS) issued by Navigant Corporate Advisors Limited, appointed as the Manager to the Offer, for a mandatory open offer under the SEBI (SAST) Regulations, 2011. The offer is made by acquirers Nilesh Jayantilal Patel, Vishal Jayantilal Patel, and Bharatkumar Pravinchandra Keshrani for the acquisition of equity shares of Niks Technology Limited.

Key Quantitative Figures

  • Open Offer Size: 23,16,964 equity shares
  • Offer Percentage: 26.00% of the Expanded Equity Share Capital on a fully diluted basis
  • Offer Price: ₹136.00 per fully paid-up equity share of face value ₹10/- each
  • Maximum Consideration: ₹31,51,07,104 (assuming full acceptance)
  • Escrow Amount Deposited: ₹795.00 Lakhs in cash with Kotak Mahindra Bank Limited
  • Acquirers' Net Worth (as certified on 01.09.2026):
  • Nilesh Patel: ₹2616.74 Lakhs (UDIN: 26173220TCEBLW9055)
  • Vishal Patel: ₹1121.57 Lakhs (UDIN: 26173220VBZCIW8662)
  • Bharatkumar Keshrani: ₹1128.15 Lakhs (UDIN: 26173220DSADWG9323)
  • Target Company's Financials (FY2026 Audited):
  • Revenue from Operations: ₹689.71 Lakhs
  • Net Profit After Tax: ₹20.38 Lakhs
  • EPS: ₹4.08
  • Net Worth: ₹644.40 Lakhs

Dates of Action

  • Public Announcement (PA) Date: 08 September 2026
  • Detailed Public Statement (DPS) Publication Date: 16 September 2026
  • Identified Date for Shareholder List: 19 October 2026
  • Tendering Period (Open Offer Dates): 03 November 2026 to 17 November 2026
  • Payment of Consideration: 02 December 2026
  • Final Report from Merchant Banker: 09 December 2026

Parties Involved

  • Acquirers: Nilesh Jayantilal Patel, Vishal Jayantilal Patel, Bharatkumar Pravinchandra Keshrani
  • Manager to the Offer: Navigant Corporate Advisors Limited (SEBI Regn. No: INM000012243)
  • Target Company: Niks Technology Limited (CIN: L80904BR2014PLC022439)
  • Selling Company (in underlying transaction): Dev Satya Infra Private Limited (DSIPL)
  • Sellers (Selling Shareholders): Manish Dixit (Seller-1), Keshav Das Sonakiya (Seller-2), Anamika Anand (Seller-3), Praveen Dixit (Seller-4), Pooja Sharma (Seller-5), Neeraj Kumar Dantre (Seller-6)
  • Escrow Bank: Kotak Mahindra Bank Limited
  • Buying Broker for Offer: Allwin Securities Limited (SEBI Regn. No: INZ000239635)
  • Registrar to the Offer: Bigshare Services Private Limited (SEBI Regn. No: INR000001385)
  • Valuer: Karan Chetan Shah, Registered Valuer (IBBI Registration - IBBI/RV/06/2024/15561)
  • Net Worth Certifying CA: CA Subhash J Bhesaniya (Memb. No. 173220) of S J Bhesaniya & Co. (Firm Regn. No. 145775W)

Purpose and Rationale

This is a mandatory open offer triggered under Regulation 3(1) and 4 read with Regulation 15(1) and 13(2)(g) of the SEBI (SAST) Regulations, 2011. The trigger event is the acquisition of shares and control through a Share Purchase Agreement (SPA) and a Proposed Preferential Issue. The acquirers intend to acquire complete management control of Niks Technology Limited and will be classified as promoters post-transaction. The main purpose is to diversify the company's business activities in the future with shareholder approval.

Underlying Transaction Details

The open offer is triggered by two simultaneous actions:

1. Share Purchase Agreement (SPA) dated 08 September 2026: Acquisition of 2,31,100 equity shares from existing promoters/promoter group at ₹136 per share (total consideration ₹3,14,29,600). Breakdown:

  • Acquirer-1: 77,034 shares
  • Acquirer-2: 77,033 shares
  • Acquirer-3: 77,033 shares

2. Proposed Preferential Issue approved by Board on 08 September 2026:

  • Total issue: 65,73,600 equity shares at ₹136 per share
  • Allocation:
  • 25,73,400 shares to acquirers as consideration for acquisition of 29,80,000 shares of Dev Satya Infra Private Limited
  • Acquirer-1: 8,58,000 shares
  • Acquirer-2: 8,57,700 shares
  • Acquirer-3: 8,57,700 shares
  • 40,00,200 shares to public category investors
  • Additionally, 18,37,800 convertible warrants to acquirers at ₹136 per warrant:
  • Acquirer-1: 6,12,600 warrants
  • Acquirer-2: 6,12,600 warrants
  • Acquirer-3: 6,12,600 warrants

Capital Structure Impact

  • Existing Share Capital: ₹50.00 Lakhs divided into 5,00,000 Equity Shares of ₹10/- each
  • Emerging Equity Capital (post-preferential): 70,73,600 shares
  • Expanded Equity Capital (fully diluted, including warrants): 89,11,400 shares
  • Post-Offer Shareholding (assuming full acceptance): Acquirers will hold 69,59,264 shares (78.09% of expanded capital)
  • Minimum Public Shareholding: May fall below 25% requirement. Acquirers undertake to comply with Regulation 7(4) of SAST Regulations to maintain MPS.

Financial and Operational Impact

  • The acquirers have adequate resources and have not borrowed funds for this offer.
  • The offer consideration will be paid in cash.
  • The acquirers intend to reconstitute the Board of Directors after successful completion of the offer.
  • No intention to alienate, restructure, or dispose of any substantial assets of Target Company for two years post-completion, except in ordinary course of business.

Statutory Approvals Required

  • Approval from BSE for the Proposed Preferential Issue in accordance with Regulation 28 of SEBI (LODR) Regulations, 2015.
  • Non-resident shareholders must submit applicable RBI approvals for their shares to be accepted in the offer.
  • The offer may be withdrawn if statutory approvals are refused under Regulation 23(1)(a) of SAST Regulations.

Procedure for Tendering Shares

  • BSE Limited is the designated stock exchange.
  • Acquisition Window will be provided for tendering shares.
  • Shares can be tendered through Allwin Securities Limited (buying broker).
  • Letter of Offer will be available on SEBI website (www.sebi.gov.in) for shareholders who do not receive it.