Niks Technology promoters sell their entire 46.22% at ₹136 — 55% below the last traded price

Two filings reached the BSE after market hours on Wednesday, September 9 — at 19:58 and 20:04 IST — and together they hand over Niks Technology, a Patna-registered software company with 5,00,000 shares outstanding and a market value of roughly ₹15.2 crore. In the first, the company disclosed that its entire promoter and promoter group — six individuals led by Managing Director Manish Dixit — signed a Share Purchase Agreement dated September 8 to sell all 2,31,100 of their shares, 46.22% of the paid-up capital, along with control and management of the company. The price: ₹136 per share, ₹3,14,29,600 in total. The stock's last traded price, printed almost a month earlier on August 12, was ₹304.50 — meaning the promoters accepted 55.3% below the last close to sell the whole holding with control attached.

The paperwork moved fast. A September 1 intimation scheduled a board meeting for September 4 to consider a fund-raising proposal; that meeting was adjourned to September 8. On September 8 the board approved the preferential issue, the SPA was signed the same day, and the Public Announcement followed on September 9. The open offer therefore rests on two legs at once: the promoters' sale of their existing shares, and a much larger issuance of new shares and warrants to the same three acquirers — every leg priced at ₹136.

1. 1

   Board approves the preferential issue

   Sep 8

   At its September 8 meeting (adjourned from September 4), the Board approved a preferential issue of 65,73,600 equity shares and 18,37,800 convertible warrants, all at ₹136, subject to shareholder and regulatory approvals.

2. 2

   Promoters sign the SPA

   Sep 8

   All six promoter and promoter-group holders agree to sell 2,31,100 shares (46.22%) at ₹136 with control, for ₹3,14,29,600, subject to conditions precedent in the SPA.

3. 3

   Public Announcement of the open offer

   Sep 9

   Navigant, for the acquirers, announces the triggered offer for up to 23,16,964 shares (26% of expanded fully diluted capital) at ₹136. Detailed Public Statement due on or before September 16.

4. 4

   Shareholders vote on the preferential issue

   AGM Sep 30

   Consent for the 65,73,600-share issue and 18,37,800 warrants is being sought through the AGM notice, with the AGM proposed for September 30, 2026.

5. 5

   Completion and reclassification

   On completion, the acquirers would hold 28,04,500 shares — 39.65% of the emerging capital — and 52.09% on full warrant conversion; they propose to be classified as promoters, with the sellers reclassified as public shareholders under Regulation 31A.

The capital math is where the scale of the plan shows. Niks Technology today has 5,00,000 shares. The preferential issue would take that to 70,73,600, and full conversion of the warrants to 89,11,400 — 17.8 times the current share count. Of the new shares, 25,73,400 (worth ₹34,99,82,400 at the ₹136 issue price) go to the acquirers not for cash but as consideration for the company acquiring 29,80,000 shares of Dev Satya Infra Private Limited — a company the PA itself describes as promoted by the acquirers. Dev Satya Infra is a real-estate and infrastructure developer that recorded revenue of ₹137.09 crore in the year before its conversion from an LLP and ₹29.45 crore in the stub period after conversion to March 31, 2026 — far larger than Niks Technology's own on-file financials — and the same board meeting amended the company's Memorandum of Association to add infrastructure, land and real-estate development as permitted lines of business. Another 40,00,200 shares go to public-category investors for cash (₹54,40,27,200 at ₹136), and the 18,37,800 warrants carry an aggregate issue price of ₹24,99,40,800. For context, the share count had already grown once recently: the shareholding pattern shows total shares rising from 4,50,000 (September 2025) to 5,00,000 (March 2026) while the promoter count stayed at 2,31,100.

Then there is the price itself. The Public Announcement states that the shares are infrequently traded in terms of Regulation 2(1)(j) and that ₹136 was determined in accordance with Regulation 8, including the provisions applicable to infrequently traded shares. Set against the tape, ₹136 is 55.3% below the last traded close of ₹304.50 and 50.8% below even the 52-week low of ₹276.50 (July 22). The same gap cuts both ways: if the screen price after these announcements holds anywhere near its last print, tendering into the offer at ₹136 would mean accepting far less than the quoted price — but the quoted price rests on sessions of 300 to 1,500 shares. The filings record that the sellers, who held control, accepted the same ₹136; the record here contains no valuation of the company beyond that price series and the transaction terms.

The 60-session record explains why the offer-price mechanics matter so much. Typical sessions print 300 to 1,500 shares; the busiest days in the whole record are July 21 and 22, at 6,900 and 5,100 shares. Between March 20 and May 25 the stock recorded more than 30 straight sessions at an unchanged ₹435 with zero volume. It then slid from ₹435 to the ₹276.50 low by July 22, mostly on 300-share sessions, recovered to ₹304.50 on August 12 — and has no recorded trade since. The Open Offer public announcement reached BSE at 08:00 IST on September 9, before that session opened, so September 9 was already tradeable against the news; only the same-day Share Purchase Agreement disclosure landed after the close, meaning September 10 is the first session that can react to that filing. Either way, where an infrequently traded stock settles against a ₹136 floor-price offer is genuinely untested.