Nature of the Event

This is a Detailed Public Statement (DPS) for a mandatory open offer made pursuant to Regulations 3(1) and 4 of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (SAST Regulations). The offer is triggered by a Share Purchase Agreement (SPA) dated October 05, 2026, and an accompanying change in control of Hiliks Technologies Limited (Target Company).

Key Quantitative Figures

  • Offer Size: Up to 36,92,000 (Thirty-Six Lakhs Ninety-Two Thousand) equity shares.
  • Offer Percentage: 26.00% of the expanded equity and voting share capital.
  • Offer Price: ₹72 (Rupees Seventy-Two) per fully paid-up equity share.
  • Face Value: ₹10 per share.
  • Maximum Consideration: ₹26,58,24,000 (Rupees Twenty-Six Crores Fifty-Eight Lakhs Twenty-Four Thousand) assuming full acceptance.
  • Escrow Amount Deposited: ₹6.6456 Crores (25% of the total offer consideration), deposited on October 06, 2026, with ICICI Bank Limited.
  • Current Acquirer Holding: The acquirers along with the Persons Acting in Concert (PACs) hold 23,33,173 equity shares (17.88% of paid-up capital). This includes 8,00,000 convertible warrants held by Acquirer-1.
  • Post-Transaction Holding: Upon full conversion of warrants (11,50,000 warrants), acquisition via SPA (5,00,000 shares), and full acceptance of the open offer, the combined holding of acquirers and PACs will be 73,25,173 shares (51.59% of the expanded capital of 1,42,00,000 shares).

Dates of Action

  • Public Announcement (PA) Date: October 05, 2026.
  • Detailed Public Statement (DPS) Publication Date: October 12, 2026.
  • Identified Date: November 13, 2026 (for determining shareholders eligible to receive the Letter of Offer).
  • Tendering Period: From Monday, November 30, 2026, to Friday, December 11, 2026.
  • Payment of Consideration: By Monday, December 28, 2026.
  • Final Report from Merchant Banker: By Monday, January 04, 2027.

Parties Involved

Acquirers:

1. Acquirer-1: Enact Technologies Private Limited (CIN: U74200TG2004PTC044952, PAN: AABCI3122P).

2. Acquirer-2: Penumatsa Venkata Raju (PAN: AFOPP1761Q).

3. Acquirer-3: Boyapati Venkata Lakshmi Narasimha Swamy (PAN: AGFPB1359Q).

Persons Acting in Concert (PACs):

1. PAC-1: Kalidindi Harshitha (holds 1,23,765 shares).

2. PAC-2: Kalidindi Hemanth Varma (holds 75,000 shares).

3. PAC-3: Kalidindi Sunitha (holds 25,000 shares).

The PACs have undertaken not to acquire shares in the offer; only the acquirers will.

Seller: Extros Developers Private Limited (formerly Pacheli Developers Private Limited). Selling 5,00,000 shares (3.52% of expanded capital) to the acquirers via the SPA.

Target Company: Hiliks Technologies Limited (CIN: L72100TS1985PLC210702, BSE Code: 539697, MSEI Code: HILIKS, ISIN: INE966Q01010).

Manager to the Offer: Navigant Corporate Advisors Limited (SEBI Reg. No.: INM000012243).

Registrar to the Offer: Skyline Financial Services Private Limited (SEBI Reg. No.: INR000003241).

Buying Broker: Allwin Securities Limited (SEBI Reg. No.: INZ000239635).

Designated Stock Exchange: BSE Limited.

Escrow Bank: ICICI Bank Limited.

Purpose and Rationale

The open offer is a mandatory obligation under SEBI SAST Regulations triggered by the acquisition of shares under the SPA and a change in control of the Target Company. The acquirers intend to become the promoters of Hiliks Technologies, reconstitute its Board of Directors, and gain complete management control. The existing promoters will cease to be promoters and be reclassified as public shareholders. The acquirers propose to continue the existing IT/ITeS business and may diversify in the future with shareholder approval.

Financial and Operational Impact

  • Capital Structure Impact: The public shareholding will reduce from 100% to approximately 48.41% post-offer, but will remain above the 25% minimum public shareholding requirement.
  • Control Impact: The acquirers will obtain control and be classified as promoters.
  • Cash Flow Implications (Target Company): None disclosed.
  • Cash Flow Implications (Acquirers): Cash outflow of up to ₹26.58 Crores for the open offer and ₹3.60 Crores for the SPA acquisition.

Financial Capacity of Acquirers

Certified Net Worth as of August/September 2026:

  • Acquirer-1 (Enact): ₹4.87 Crores. (Audited Net Profit/Loss: (₹7.16 Lacs) for 5 months ended Aug-26, (₹75.85 Lacs) for FY26).
  • Acquirer-2 (PVR): ₹9.50 Crores.
  • Acquirer-3 (BVLNS): ₹39.21 Crores.

The acquirers have confirmed that the offer is funded through their own resources and not through borrowing. The required escrow amount has been deposited.

Conditions and Withdrawal

The offer is not conditional on a minimum level of acceptance. The acquirers may withdraw the offer under specific circumstances per Regulation 23 of SAST Regulations, such as refusal of statutory approvals (though none are currently required), death of a natural person acquirer, or other circumstances meriting withdrawal as per SEBI.

Other Key Disclosures

  • Target Company Financials (Standalone): For Q1 FY27 (Limited Reviewed): Revenue ₹11.39 Cr, Net Profit ₹1.01 Cr, EPS ₹0.94, Net Worth ₹27.65 Cr. For FY26 (Audited): Revenue ₹29.59 Cr, Net Profit ₹0.83 Cr, EPS ₹0.78, Net Worth ₹26.65 Cr.
  • Target Company Capital: Authorized Capital: ₹20.00 Cr (2 Cr shares). Paid-up Capital: ₹13.05 Cr (1.305 Cr shares). Expanded Capital (post-warrant conversion): ₹14.20 Cr (1.42 Cr shares).
  • Volume-Weighted Average Price (VWAP): The ₹72 offer price is justified per Regulation 8(2). The 60-day VWAP prior to the PA is cited as ₹66.04.
  • Lock-in Shares: 24,89,408 shares are under lock-in, including 21,09,408 held by Acquirer-1.
  • Eligible Shareholders: All shareholders except the Acquirers, PACs, the Seller, and the existing promoters.
  • Non-Resident Shareholders: Must submit requisite RBI approvals for their shares to be accepted in the offer.