Hiliks Technologies Limited shareholders are set to receive an open offer from Enact Technologies Private Limited and associated entities. The acquirers have filed a draft letter of offer with SEBI to acquire up to 36,92,000 equity shares, representing 26.00% of the expanded equity and voting share capital, at a price of ₹72 per share.

This mandatory open offer is triggered under Regulation 3(1) and Regulation 4 of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. It follows the execution of a Share Purchase Agreement (SPA) dated October 5, 2026, wherein the acquirers agreed to purchase 5,00,000 equity shares constituting 3.52% of the expanded capital from Extros Developers Private Limited, the existing promoter.

Offer Structure and Pricing

The offer is unconditional regarding minimum acceptance levels. The price of ₹72 per share was determined as the highest among several parameters, including the negotiated price in the SPA and the volume-weighted average market price for sixty trading days preceding the public announcement. The total consideration for the open offer, assuming full acceptance, amounts to ₹26.58 crore.

The acquirers have deposited ₹6.64 crore in an escrow account with ICICI Bank Limited, representing 25% of the total offer consideration. Navigant Corporate Advisors Limited serves as the manager to the offer, while Skyline Financial Services Private Limited acts as the registrar.

Shareholding Pattern Changes

Upon completion of the SPA and the open offer, assuming full acceptance, the combined holding of the acquirers and persons acting in concert (PACs) will rise to 73,25,173 equity shares. This constitutes 51.59% of the expanded equity and voting share capital, granting them effective management control over the target company.

The existing promoters, Extros Developers Private Limited and Alpha Antibiotics Ltd, will cease to be promoters and will be reclassified as public shareholders in accordance with SEBI (LODR) Regulations. The new promoter group comprises Enact Technologies Private Limited, Penumatsa Venkata Raju, and Boyapati Venkata Lakshmi Narasimha Swamy, along with three PACs from the Kalidindi family.

Timeline for Tendering

The public announcement was made on October 5, 2026, followed by the detailed public statement on October 12, 2026. The identified date for determining eligible shareholders is November 13, 2026. The tendering period for the open offer will commence on November 30, 2026, and close on December 11, 2026. Payment of consideration for accepted shares is scheduled for December 28, 2026.

What the Numbers Show

A divergence exists between the target company's operational scale and the acquirers' financial capacity. While Hiliks reported revenue from operations of ₹29.58 crore for FY26, the lead acquirer, Enact Technologies Private Limited, recorded zero revenue from operations for the same period, relying entirely on other income. However, the combined net worth of the three individual and corporate acquirers exceeds ₹53 crore, which is sufficient to cover the maximum offer consideration of ₹26.58 crore without external borrowing, as stated in the draft letter of offer.

Hiliks Technologies Limited promoter Extros Developers Private Limited has sold 5,00,000 equity shares, representing 3.52% of the expanded equity and voting share capital, to Enact Technologies Private Limited and associated entities. The transaction, valued at ₹3.60 crore at ₹72 per share, includes the transfer of control and management of the company.

This sale triggered a mandatory open offer under SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. The acquirers have proposed to purchase up to 36,92,000 equity shares, representing 26.00% of the company's expanded equity and voting share capital, from public shareholders at the same price of ₹72 per share. The public announcement was issued on October 5, 2026, by Navigant Corporate Advisors Limited as the Manager to the Offer. The company formally acknowledged receipt of this announcement in a filing to the BSE and Metropolitan Stock Exchange of India Ltd. (MSEI) on October 6, 2026.

Transaction Structure and Control

The acquisition involves three primary acquirers: Enact Technologies Private Limited (Acquirer-1), Penumatsa Venkata Raju (Acquirer-2), and Boyapati Venkata Lakshmi Narasimha Swamy (Acquirer-3). They are acting in concert with Kalidindi Harshitha, Kalidindi Hemanth Varma, and Kalidindi Sunitha. The underlying transaction includes the direct acquisition of 5,00,000 equity shares from Extros Developers Private Limited, the existing promoter, for a total consideration of ₹3.60 crore.

Post this direct acquisition, the acquirers and persons acting in concert will hold 25.59% of the expanded equity and voting share capital. Since the acquirers will also acquire control of the target company, the mandatory open offer is triggered to allow public shareholders to exit or participate at the offer price. The Detailed Public Statement (DPS) was published on October 12, 2026, as confirmed in the filing submitted to BSE on that date.

Offer Details and Financials

The open offer is for the acquisition of fully paid-up equity shares with a face value of ₹10 each. The total consideration payable by the acquirers, assuming full acceptance, amounts to ₹26.58 crore. The entire payment will be made in cash, complying with Regulation 9(1)(a) of the SEBI (SAST) Regulations. The offer is not conditional upon any minimum level of acceptance.

Shareholding Pattern Analysis

Prior to the transaction, the acquirers and their associates held 23,33,173 equity shares, constituting 17.88% of the fully paid-up equity share capital. Considering the conversion of 11,50,000 convertible warrants allotted by the Board on September 19, 2026, their holding on a fully diluted basis stands at 22.06%. The acquisition of 5,00,000 shares from the promoter increases this consolidated stake to 25.59% on a fully diluted basis, necessitating the open offer for the remaining 26.00% to reach the regulatory threshold for control.

The seller, Extros Developers Private Limited (formerly Pacheli Developers Private Limited), held 5,00,000 shares representing 3.52% of the expanded capital prior to the transaction. Post-transaction, its holding reduces to nil.

SPA Terms and Governance Changes

The Share Purchase Agreement (SPA) executed on October 5, 2026, stipulates that upon completion of the transfer, the Seller and its nominees shall resign from the Board of Directors. The Acquirers shall be appointed to the Board within 15 working days from such transfer. Consequently, the Seller will be reclassified from the promoter category to the public category, while the Acquirers will be classified as the new promoters.

Pending completion, the Seller has covenanted that the Company shall not, without the previous written consent of the Acquirers, undertake new projects, alter capital structure, issue securities, dispose of immovable property, assume third-party liabilities, or declare dividends. Outstanding dues as disclosed in latest financials shall cease to carry interest till completion of the open offer.

What the Numbers Show

The offer price of ₹72 per share is identical to the price at which the acquirers purchased 5,00,000 shares directly from the promoter, Extros Developers Private Limited. This alignment suggests that the open offer price is anchored strictly to the underlying transaction value rather than a premium over market rates, reflecting a negotiated control transfer between specific parties. The dilution effect of the convertible warrants is significant, shifting the denominator for shareholding calculations from 1,30,50,000 shares to 1,42,00,000 shares, which impacts the percentage ownership calculations for all stakeholders.