Technojet Consultants Ltd

Open offer scope

• Acquirer to buy 1,82,000 TCL shares, 26% of Emerging Capital, at Rs 48 per share.
• SPA to acquire 1,46,293 Sale Shares, 20.90%, at Rs 48.
• Preferential issue: 3,25,000 to Acquirer at Rs 48; 1,75,000 to public.
• Post-offer ownership: Acquirer 6,53,293 shares (93.33%).

Timelines & approvals

• Open offer: 9 Nov to 23 Nov 2026.
• Identified Date: 26 Oct 2026; DPS published 22 Sep 2026.
• EOGM: 30 Oct 2026; BSE approval for preferential issue required.

Funding & governance mechanics

• Escrow Rs 90 Lakh deposited; Axis Bank; over 100% of offer consideration.
• Funding: no external borrowing; funds from acquirer; escrow arrangement in place.

Valuation snapshot

• Valuation: offer Rs 48; NAV Rs 45.04; TCL revenue nil as of 30.06.2026; last trade Rs 99.54.

Technojet Consultants Limited — Closure of Trading Window from 1st October, 2026 till 48 hours after the declaration of the Un-Audited Financial Results for the quarter and half year ended 30th September, 2026.

Open offer terms and ownership

• Open offer by Nimesh Singh for 1,82,000 Technojet Consultants Limited shares, 26% of emerging equity, at Rs 48.
• Board approved preferential issue of 5,00,000 shares: 3,25,000 to Acquirer, 1,75,000 to public.
• Acquirer to acquire 1,46,293 shares via SPA (20.90% pre-issue).
• Post-offer stake could reach 93.33% on full acceptance.
• Maximum consideration Rs 87.36 lakh; offer price Rs 48 per share.

Governance, regulatory and financial context

• Acquirer will become promoter; board reconstitution possible after completion.
• Kavita Chhajer appointed Additional Non-Executive Director on 11 Sep 2026.
• Fair value per share Rs 45.04; offer price Rs 48; valuation by registered valuer.
• Escrow Rs 90 lakh with Axis Bank; exceeds 100% of offer consideration.
• Identified Date Oct 26, 2026; EOGM Oct 30, 2026; Tendering window Nov 9–23, 2026.

Open offer details

• Open offer for 1,82,000 shares, 26% of Emerging Capital, at Rs 48 per share.
• Total consideration on full acceptance: Rs 87.36 Lakh, cash.
• Offer triggered by the proposed 5,00,000-share preferential issue to acquirer and public.
• SPA dated 18 Sep 2026 between acquirer and selling shareholders.
• Preferential allotment: 3,25,000 to acquirer; 1,75,000 to public at Rs 48 per share.

Post-transaction ownership and governance

• Post-transaction, acquirer holds 4,71,293 shares (67.33%).
• Sellers pre-transaction held 1,46,293 shares (20.90%); post-transaction: nil.
• Acquirer to be promoter; promoter-group reclassification subject to approvals.
• Offer not a competitive bid and not conditional on minimum acceptance.

SPA details and impact

• Acquirer Mr. Nimesh Sahadeo Singh to acquire 1,46,293 equity shares.
• Promoter sellers hold 1,46,293 shares, 73.15% of Target's capital.
• Cash consideration for sale: Rs 70,22,064.
• Open Offer to public shareholders planned upon SPA completion.
• Target Company is not a party to SPA.
• Post-completion, acquirer to be promoter; sellers to be public.
• Transaction is not a related party transaction.
• Transfer Date specified for completion under SPA.

Key terms of preferential issue

• Purpose: Fundraise via preferential issue to non-promoter investors.
• Securities: Equity shares of Rs 10 each.
• Total: Up to 5,00,000 shares; approx Rs 2.40 crore value.
• Issue price: Rs 48 per share.
• Nature of consideration: Cash upfront.
• Category and number of allottees: Non-promoter public; seven investors named.
• Nimesh Sahadeo Singh: post-issue holding 46.43%.
• Nikita Sanjay Jain: post-issue holding 4.43%.
• Shrusti Mukesh Shah: post-issue holding 4.29%.
• Rahul Sureshbhai Domadiya: post-issue holding 4.29%.
• Alpa Vijay Patel: post-issue holding 4.00%.
• Kaushal Nilesh Sangani: post-issue holding 4.00%.
• Jai Manish Shanghvi: post-issue holding 4.00%.
• Pre-issue holding for all allottees: 0 shares, 0%.
• Board approved, subject to shareholder approval; EGM planned for 30 Oct 2026.
• Increase in authorized capital to Rs 70,00,000; subject to shareholder approval.
• Shareholders' meeting: Extraordinary General Meeting proposed for approval.
• Scrutinizer appointed: CS Nuren Nirmal Lodaya.
• Notes: Convertibles not applicable.

Meeting Details

• Board meeting scheduled for 18 September 2026; time and venue not disclosed.

Key Agenda Items

• Fundraising via preferential issue/private placement of securities, with price determination and shareholder approvals.
• Consider incidental and ancillary matters as may be decided by the Board with the Chairman's permission.

Other Notes

• Trading window details not disclosed.

CS/CO changes

• Ms. Bhumika Ojha resigned as Company Secretary and Chief Financial Officer, effective 11 Sep 2026.
• Mr. Bishal Ghosh appointed as Company Secretary and Compliance Officer, effective 15 Sep 2026.
• Mr. Bishal Ghosh is ACS-79628 with over 3 years' corporate secretarial experience.
• Disclosures: not related to any directors.

Independent Director Re-appointment

• Re-appointment of Mr. Nitin Hariyantlal Datanwala as Non-Executive Independent Director for a second five-year term.
• Effective from 10 August 2026 to 9 August 2031, subject to shareholders' approval.
• Profile: Chartered Accountant and Company Secretary with 50+ years in corporate laws and secretarial work.
• Relationship disclosures: Not related to other directors.
• Independence: Fulfils SEBI independence criteria.
• Debarment: Not debarred from holding the office.