Technojet Consultants Limited shareholders have been offered ₹48 per share in a mandatory open offer by acquirer Nimesh Sahadeo Singh. The offer seeks to acquire up to 1,82,000 equity shares, representing 26.00% of the emerging equity and voting share capital.

The open offer is triggered by the execution of a Share Purchase Agreement (SPA) and a proposed preferential allotment. Under the SPA dated September 18, 2026, the Acquirer agreed to buy 1,46,293 shares from existing promoters and promoter group entities, including Ness Nusli Wadia and Nowrosjee Wadia and Sons Limited. Concurrently, the Board approved a preferential issue of 5,00,000 shares, of which 3,25,000 are allocated to the Acquirer and 1,75,000 to public investors, both at ₹48 per share.

Upon completion of these transactions and full acceptance of the open offer, Nimesh Sahadeo Singh will hold 6,53,293 equity shares, constituting 93.33% of the emerging capital. This will result in a change of control, with the Acquirer becoming the promoter. The existing promoter group will cease to be classified as promoters.

Offer Timeline and Key Dates

The Draft Letter of Offer was submitted to SEBI on September 29, 2026. The tendering period is scheduled as follows:

Financial Position and Valuation

The target company is currently dormant with no revenue from operations. For the year ended March 31, 2026, Technojet Consultants reported a net loss of ₹10.87 lakh and zero operational revenue. The company’s book value per share stood at ₹105.69 as of March 31, 2026, significantly higher than the offer price.

The offer price of ₹48 is justified under Regulation 8(2) of SEBI (SAST) Regulations. It equals the negotiated price in the SPA and the preferential issue price. A registered valuer determined the fair value at ₹45.04 per share using the Net Asset Value (NAV) method, citing the absence of operating profits and infrequent trading of shares on BSE.

What the Numbers Show

A significant divergence exists between the offer price and the book value. While the offer price is ₹48, the book value per share was ₹105.69 as of March 31, 2026. However, the valuation report notes that the company has incurred losses for multiple years, with a net worth dropping from ₹211.38 lakh in FY26 to ₹34.81 lakh in H1FY27 (period ended June 30, 2026). The sharp decline in net worth suggests that historical book values may not reflect current asset quality or liquidity, justifying the lower NAV-based valuation despite the nominal premium over face value.

Promoters of Technojet Consultants have entered into a share purchase agreement with Nimesh Sahadeo Singh to transfer a 73.15% stake in the company. The deal, executed on September 18, 2026, involves the sale of 1,46,293 equity shares for a cash consideration of ₹70,22,064.

The transaction marks a change in control, with Singh proposing to acquire substantial shares and assume promoter status. The sellers include Nowrosjee Wadia and Sons Limited, Goodeed Charitable Foundation, Varnilam Investments and Trading Company Limited, Mr. Ness Nusli Wadia, MSIL Investments Private Limited, and Naperol Investments Limited.

Transaction Details

The agreement mandates that Singh will make an open offer to public shareholders in accordance with SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. Upon successful completion, the sellers intend to be reclassified as part of the public category under Regulation 31A (10) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Open Offer Details

Navigant Corporate Advisors Limited has been appointed as the Manager to the Offer. The acquirer intends to acquire up to 1,82,000 equity shares, representing 26.00% of the emerging equity and voting share capital, at a price of ₹48 per share fully paid-up.

The Detailed Public Statement was published on September 22, 2026. The offer is neither conditional upon a minimum level of acceptance nor is it a competing offer. Assuming full acceptance, the maximum consideration payable would be ₹87,36,000.

Financial Arrangements

The acquirer has certified a net worth of ₹12,085.79 lakh as on August 31, 2026. An escrow account has been opened with Axis Bank Limited, into which the acquirer has deposited ₹90.00 lakh in cash, exceeding 100% of the offer consideration.

Regulatory Compliance

The disclosure was made pursuant to Regulation 30 of the SEBI (LODR) Regulations, 2015, read with Clause 5A of Para A of Part A of Schedule III. The company confirmed it is not a party to the SPA and that no restrictions or liabilities are imposed on the listed entity. The transaction is not classified as a related-party transaction.