Nature of the Event

This is a Public Announcement (PA) for a mandatory Open Offer under Regulation 3(1), 4 read with Regulation 15(1) and 13(2)(g) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. The offer is triggered by a substantial acquisition of shares and voting rights and an acquisition of control over Niks Technology Limited.

Key Quantitative Figures

  • 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 per fully paid-up equity share
  • Total Offer Consideration: ₹31,51,07,104 (assuming full acceptance)
  • Preferential Allotment to Acquirers: 25,73,400 equity shares at ₹136/share
  • Preferential Allotment to Public: 40,00,200 equity shares at ₹136/share
  • Convertible Warrants to Acquirers: 18,37,800 warrants at ₹136/warrant
  • SPA Acquisition: 2,31,100 equity shares from sellers at ₹136/share for a total of ₹3,14,29,600
  • Existing Share Capital: 5,00,000 equity shares (₹50,00,000)
  • Emerging Share Capital: 70,73,600 equity shares (post preferential allotment)
  • Expanded Share Capital (Fully Diluted): 89,11,400 equity shares (includes converted warrants)

Dates of Action

  • Board Meeting Date: 08 September 2026
  • SPA Execution Date: 08 September 2026
  • Public Announcement Date: 08 September 2026
  • Expected Detailed Public Statement Date: On or before 16 September 2026
  • AGM Date for Shareholder Approval: Proposed for 30 September 2026

Parties Involved

  • Acquirers: Nilesh Jayantilal Patel (Acquirer-1), Vishal Jayantilal Patel (Acquirer-2), Bharatkumar Pravinchandra Keshrani (Acquirer-3)
  • Manager to the Offer: Navigant Corporate Advisors Limited (Contact: Mr. Sarthak Vijlani, Managing Director)
  • Target Company: Niks Technology Limited (NTL)
  • Selling Company (DSIPL): Dev Satya Infra Private Limited
  • Sellers (Existing Promoter/Promoter Group): 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)
  • Stock Exchange: BSE Limited (BSE Code: 543282)

Purpose / Rationale

The Open Offer is triggered by two concurrent transactions:

1. The proposed preferential issue by Niks Technology of equity shares and convertible warrants to the Acquirers.

2. The execution of a Share Purchase Agreement (SPA) between the Acquirers and the existing promoters of Niks Technology for the acquisition of their shares.

The Acquirers propose to be classified as the new Promoters of the Target Company. The existing Promoter and Promoter Group are proposed to be reclassified as Public Shareholders, subject to compliance with Regulation 31A of the SEBI (LODR) Regulations and receipt of requisite approvals.

Financial & Operational Impact

  • Mode of Payment: Entire consideration for the Open Offer will be paid in cash.
  • Capital Structure Impact: The transactions will significantly alter the capital structure and ownership of Niks Technology.
  • Post the preferential allotment and SPA acquisition (but before warrant conversion), the Acquirers will hold 28,04,500 equity shares, representing 39.65% of the Emerging Equity & Voting Share Capital.
  • Assuming full conversion of all 18,37,800 warrants, the Acquirers will hold 46,42,300 equity shares, representing 52.09% of the Expanded Equity Share Capital on a fully diluted basis.
  • The holdings of the six Sellers will be reduced to zero, resulting in their complete exit from the company's shareholding.
  • Control Impact: The Acquirers will acquire control over the Target Company.

Forward-Looking Statements

  • The proposed preferential issue is subject to the approval of members at the AGM proposed to be held on 30 September 2026 and other statutory/regulatory approvals.
  • The reclassification of the Acquirers as promoters and the existing promoters as public is subject to compliance with SEBI LODR Regulation 31A and receipt of requisite approvals.

Other Material Conditions

  • The Open Offer is not a Competitive Bid.
  • The Open Offer is not conditional upon any minimum level of acceptance.
  • The Equity Shares of the Target Company are infrequently traded on the BSE.

#Tags: #NiksTechnology #OpenOffer #SEBISAST #M&A #Takeover #RegulatoryCompliance #Neutral