Niks Technology Ltd

AGM Details

• Date and time: 30 September 2026, 10:00 IST; venue: registered office; mode: physical.

Resolutions

• Ordinary: Consider and adopt the Audited Financial Statements for year ended 31 March 2026.
• Ordinary: Re-appointment of Ms Anamika Anand by rotation.
• Special: Re-appointment of Mr. Pankaj Kumar as Independent Director.
• Special: Re-appointment of Mr. Rakesh Kumar Singh as Independent Director.
• Special: Alterations in the Memorandum of Association.
• Ordinary: Increase authorised share capital and amend MOA.
• Special: Alterations in the Articles of Association.
• Special: Approve loan, guarantee, or security under Section 185.
• Special: Invest, lend, guarantee, or security beyond Section 186 limits.
• Special: Approve preferential equity issue to non-promoters for non-cash consideration.
• Special: Approve preferential equity issue to non-promoters for cash.
• Special: Approve issue of convertible warrants on a preferential basis to non-promoters for cash.

Voting Results

• All resolutions passed with requisite majority.

Dividend

• Dividend: No dividend declared at this AGM.

Director Changes

• Re-appoint Anamika Anand by rotation; reappoint Pankaj Kumar and Rakesh Kumar Singh as Independent Directors.

Auditor Appointments

• No changes to statutory or internal auditors disclosed.

Material Related Party Transactions

• No material related party transactions disclosed.

Other Material Approvals

• Key approvals include MOA/AOA alterations, increased capital, and preferential issues.

Niks Technology Limited — Closure of Trading Window from October 1, 2026 until 48 hours after the announcement of the Un-Audited Financial Results for the Half-Year Ended September 30, 2026

AGM Corrigendum & Preferential Issue

• Corrigendum to AGM Notice issued; proposes preferential issue of equity shares and warrants.
• BSE sought clarifications; in-principle approval requested for the preferential issue.
• No change in issue price as per corrigendum.
• Identity and post-issue holdings disclosed for proposed allottees; three primary allottees listed.
• Post-issue fully-diluted stake for the three allottees totals 52.09%.
• Post-open-offer diluted stake totals 49.50% for the three allottees.
• AGM remains scheduled for Sept 30, 2026, via VC/OAVM; open offer details included.
• Main allottees named include Nilesh Jayantilal Patel, Vishal Jayantilal Patel, and Bharatkumar Keshrani.
• The corrigendum deems the AGM Notice integral; no price change is required.

Offer snapshot

• Open offer to acquire up to 23,16,964 shares, 26% expanded, at Rs 136 per share.
• Preferential issue of 65,73,600 equity shares at Rs 136 per share.
• Acquirers to receive 25,73,400 shares for DSIPL acquisition; 40,00,200 to public.

Structure and governance

• Convertible warrants of 18,37,800 allocated to Acquirers.
• DSIPL to become wholly owned subsidiary of Niks Technology after completion.
• Acquirers to become Promoters; existing promoter group to cease promoter status.

Regulatory timeline and risk

• Offer not conditional; not a competing offer; no price revisions yet.
• Escrow Rs 7.95 Crore deposited, >25% of offer consideration.
• Identified date 19 Oct 2026; open 3 Nov 2026; close 17 Nov 2026.
• BSE approval for proposed preferential issue is a key condition; other approvals as applicable.

Open offer overview

• Open offer for 23,16,964 shares, 26% expanded equity, at Rs 136 per share.

Acquirers and control

• Acquirers: Nilesh Patel, Vishal Patel, Bharatkumar Keshrani.

Post-offer ownership

• Post-offer diluted holding for acquirers: 78.09%; combined 52.09% post-transaction.

Promoter sellers and SPA

• Sellers include promoter group; SPA to acquire 2,31,100 shares.

Funding and escrow

• Maximum consideration Rs 31.51 crore; Rs 7.95 crore in escrow.

Regulatory approvals and schedule

• Offer subject to statutory approvals; BSE approval for preferential issue; RBI approvals for NRIs.

Valuation and price justification

• Fair value Rs 128.91; offer price Rs 136 per share.

Target financials

• NTL FY2026 revenue Rs 690.17 L; net income Rs 20.38 L; net worth Rs 644.40 L.

Board and governance

• Acquirers intend board reconstitution post-offer.

Open Offer Overview

• Acquirers: Nilesh Jayantilal Patel; Vishal Jayantilal Patel; Bharatkumar Pravinchandra Keshrani.
• Target: Niks Technology Limited (NTL).
• Trigger: Mandatory open offer for substantial acquisition and change in control.
• PACs: No Persons Acting in Concert disclosed.
• Acquirers to be promoters post-Offer.

Offer Details

• Open Offer: 23,16,964 shares, 26.00% of expanded capital.
• Offer Price: Rs 136 per share; maximum Rs 31,51,07,104.
• Payment mode: cash; Type: mandatory; not a competing offer.
• Not conditional on minimum acceptance; no differential pricing.
• Approvals: subject to statutory approvals; withdrawal if not received.

Transaction Background

• SPA dated 08 Sep 2026 for acquisition of 2,31,100 shares.
• Proposed preferential issue of 65,73,600 shares at Rs 136 to acquirers/public.
• Acquirers to hold 52.09% post-transaction.
• Post preferential issue, acquirers hold 52.09% of Expanded Capital.
• Board approved preferential issue on 08 Sep 2026.
• Underlying transaction includes sale of DSIPL shares.

Post-Offer Impact

• Pre-offer holdings: Acquirers 0%; Post-Offer full acceptance yields 78.09%.
• Intend to continue existing business; may diversify with shareholder approval.
• Board reconstitution planned after completion.
• Minimum public shareholding may fall below 25%; restore compliance.

Timeline & Process

• Public Announcement: 08 Sep 2026.
• DPS published: 16 Sep 2026.
• Open offer window: 03 Nov 2026 to 17 Nov 2026.
• Identified Date determines LOF dispatch; all owners eligible before closure.
• Tendering via Acquisition Window; BSE designated for tendering.

Independent Directors' Recommendation

• Independent directors’ recommendation: not disclosed.

Regulatory & Other Information

• Statutory approvals include BSE for preferential issue; RBI approvals for non-residents.
• Withdrawal if approvals are refused.
• Escrow cash Rs 7.95 crore with Kotak Mahindra Bank.
• Manager: Navigant Corporate Advisors; Registrar: Bigshare Services.
• Open Offer implemented via stock exchange mechanism.

Open offer details

• Open offer for 23,16,964 equity shares, 26.00% on fully diluted basis, at ₹136.
• Total consideration on full acceptance: ₹31,51,07,104; payment in cash.
• Triggered under SEBI SAST due to proposed preferential issue and SPA; acquirers to promoters.
• Board approved 65,73,600 equity shares; 25,73,400 to acquirers.
• 8,58,000 to Acquirer-1, 8,57,700 to Acquirer-2, 8,57,700 to Acquirer-3.
• 40,00,200 equity shares to public; 18,37,800 warrants to acquirers.
• Warrants: 6,12,600 per acquirer.
• SPA: 2,31,100 equity shares from Selling Shareholders.
• Total SPA consideration: ₹3,14,29,600.
• Aggregate equity shares to acquirers: 28,04,500 (39.65%).
• Fully diluted: 46,42,300 shares, 52.09%.
• Acquirers to be promoters; existing promoter group to be public shareholders.
• AGM on 30 Sep 2026 to seek consent for preferential issue.
• Not a competitive bid; not conditional on minimum acceptance.
• Target: Niks Technology Limited; BSE code 543282; scrip NIKSTECH; infrequently traded.
• AGM date subject to regulatory approvals and related approvals.

Open Offer Overview

• Acquirers: Nilesh Jayantilal Patel, Vishal Jayantilal Patel, Bharatkumar Keshrani.
• Target: Niks Technology Limited.
• Triggered by preferential issue and SPA causing substantial acquisition and control.

Offer Details

• Offer size: 23,16,964 shares, 26% of expanded capital.
• Offer price: Rs 136 per share; total Rs 31,51,07,104.
• Payment mode: cash.
• Type: triggered open offer under SEBI SAST Regulations.

Transaction Background

• Board approved preferential issue of 65,73,600 equity shares on Sep 8, 2026.
• SPA dated Sep 8, 2026 with Sellers.
• Acquirers to be promoters; existing promoter group to public.
• Underlying: 28,04,500 shares (39.65% emerging capital).
• Warrants: 18,37,800; post-conversion 46,42,300 shares (52.09%).
• AGM to approve preferential issue on 30 Sep 2026.
• SPA consideration: Rs 3,14,29,600 for selling shares.

Post-Offer Impact

• Pre-offer combined acquirer holding: 0%.
• Post-offer stake: 39.65% of emerging capital.
• Post-offer fully diluted stake: 52.09%.
• Promoter status changes; acquirers to promoters; existing promoter group to public.

Timeline and Process

• Board meeting: 08 Sep 2026.
• Public Announcement: 08 Sep 2026.
• Detailed Public Statement by 16 Sep 2026.
• AGM: 30 Sep 2026.
• Eligible: Public shareholders other than acquirers, sellers, promoter group.

Recommendations

• Independent directors’ recommendations: not disclosed.

Other Material Information

• Regulatory approvals: members' approval and other clearances.
• Not a competitive bid.
• Offer not conditional on minimum acceptance.
• Acquirers have adequate financial resources.

Financial snapshot

• Total revenue: 689.71 Lakhs in 2025-26, down from 909.29 Lakhs.
• Net profit after tax: 20.38 Lakhs, down from 45.05 Lakhs.
• Profit before tax: 27.48 Lakhs; current tax 11.07 Lakhs, deferred tax (3.97).
• EPS: 4.08 Rs (basic and diluted).
• Cash and cash equivalents: 265.34 Lakhs; no long-term debt.

Segment and geography

• Drone Spray Services revenue: 689.71 Lakhs; Drone Parts minimal.
• Total segment income: 690.17 Lakhs; unallocated 0.46 Lakhs.
• Geography: India; single geographic segment.

Capital actions & fundraising

• Increase authorised share capital from Rs 1 Crore to Rs 10 Crore.
• Preferential issue to non-promoters: up to 40,00,200 equity shares at Rs 136.
• Concurrent preferential issue of up to 18,37,800 Fully Convertible Warrants.
• Acquire 29,80,000 shares of Dev Satya Infra Private Limited for 100% stake.

Open offer & control changes

• Open offer planned; acquirers will trigger SEBI open offer for control shift.
• Post-open offer promoter stake estimated around 52.09%.
• Relevant date for pricing: August 31, 2026; 15-day allotment windows.

Corporate governance & board

• Independent directors Pankaj Kumar and Rakesh Kumar Singh re-appointed for five years.
• Audit committee: 3 members; 4 meetings held in the year.
• MD remuneration decreased by 73.33%; CFO remuneration unchanged; other policy details disclosed.
• 5 board meetings held in the year; robust governance structure.

Audits & internal controls

• Statutory auditor: Jay Gupta & Associates; internal auditor: R Shukla & Co.
• Secretarial auditor: S. A. & Associates; no material weaknesses reported.
• RPTs: arm's length; disclosed in Form AOC-2; RPT policy on company website.

Dividend, risk & outlook

• Dividend for 2025-26: not recommended.
• MDA notes IT services, drone expansion and training opportunities; risks include credit, market, regulatory factors.

Related party transactions & disclosures

• All related party transactions at arm's length; details in notes and AOC-2.
• RPT policy accessible on company website.