Hiliks Technologies Limited has made a regulatory disclosure pursuant to SEBI LODR Regulations regarding a significant change in ownership and control of the company.

The company received intimation that its promoter, M/s. Extros Developers Private Limited (formerly known as Pacheli Developers Private Limited), holding 5,00,000 equity shares constituting 3.52% of the expanded equity and voting share capital, has executed a Share Purchase Agreement dated 05th October, 2026 with three acquirers: M/s. Enact Technologies Private Limited (Acquirer 1), Mr. Penumatsa Venkata Raju (Acquirer 2), and Mr. Venkata Lakshmi Narasimha Swamy Boyapati (Acquirer 3).

The transaction involves the sale of the entire 5,00,000 fully paid-up equity shares of face value of ₹10/- each at a price of ₹72/- per equity share, aggregating to a total consideration of ₹3,60,00,000/- (Rupees Three Crores Sixty Lakhs Only). This represents the total shareholding of the promoter of the company. The acquisition breakdown is: Acquirer 1 - 1,00,000 shares, Acquirer 2 - 1,50,000 shares, and Acquirer 3 - 2,50,000 shares.

The transaction includes the transfer of control and management of the company and is subject to conditions set out in the SPA. Pursuant to the execution of the SPA, the acquirers are required to make an open offer to the public shareholders of the company in terms of the applicable provisions of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

Key Terms of the Share Purchase Agreement:

  • Payment terms: ₹36,00,000/- on signing of the SPA, with the balance ₹3,24,00,000/- payable within 15 working days of the post Effective Date/Transfer Date
  • Share transfer timeline: Sale Shares shall be transferred in demat form after the Effective Date (22nd working day from date of Detailed Public Statement), subject to acquirers depositing 100% of open offer consideration in escrow
  • Alternative transfer timeline: If above conditions not met, transfer shall occur after Transfer Date (next business day following the later of 120 days from SPA execution or completion of Takeover Regulations requirements)
  • Board changes: Upon completion, Seller and its nominees shall resign from Board of Directors, and Acquirers shall appoint their nominees within 15 working days from transfer
  • No special rights: The SPA does not confer on acquirers any special right to subscribe to further issue of shares/securities or any pre-emptive right

Management and Control Impact:

Upon completion of the transfer, there will be a complete change in management and control of the company. The Seller shall be reclassified from promoter category to public category, and the Acquirers shall be classified as the new promoters, subject to compliance with applicable regulations and stock exchange approvals.

Operational Restrictions Imposed:

During the currency of the SPA and pending completion, the company cannot undertake the following without previous written consent of the Acquirers:

  • Undertake any new project or business, or alter/close any existing business
  • Alter authorized or issued share capital
  • Issue any debentures, warrants or other securities
  • Sell, transfer or dispose of any immovable property or assets (except ordinary course)
  • Assume, guarantee or become liable for third-party obligations
  • Make loans or grant credit (except with specific written permission)
  • Incur further indebtedness (except working capital finance in ordinary course)
  • Alter Memorandum and Articles of Association
  • Effect any scheme of amalgamation, arrangement or reorganization
  • Declare or pay any dividend
  • Create fresh encumbrances on properties or assets
  • Enter into any transaction with material adverse effect on net worth

Additional Financial Undertakings:

  • Outstanding dues of the company (as per latest published financials) shall cease to carry interest till open offer completion
  • Company shall repay all outstanding dues on or before completion of open offer
  • Seller shall ensure completion of pending statutory filings (Stock Exchange, RoC, Income Tax, GST) at its cost
  • Seller has agreed to indemnify Acquirers and Company against undisclosed liabilities arising from pre-transfer acts or omissions

Relationship Status:

The Acquirers are not related to the existing Promoter/Promoter Group of the company. This transaction does not constitute a related party transaction.

The disclosure was signed by Sandeep Copparapu, Whole Time Director (DIN: 08306534) on behalf of Hiliks Technologies Limited.