Technojet stake sale 2026: 73.15% deal, ₹2.4cr issue

What Technojet Consultants disclosed to the exchange

Technojet Consultants Ltd informed the market that its promoters have signed a Share Purchase Agreement (SPA) to transfer control of the company. The SPA was executed on September 18, 2026, and the disclosure was made under Regulation 30 of the SEBI (LODR) Regulations, 2015. The company also clarified an important point: it is not a party to the SPA. The copy of the SPA was received by the company on the same date, September 18, 2026.

In a separate board action on September 18, 2026, Technojet Consultants said its Board of Directors considered and approved a fund-raising proposal via preferential issue. The proposed issuance is subject to shareholder approval. Along with the fund raise, the board also proposed increasing authorised share capital, which also needs shareholder consent. These two tracks - a promoter stake transfer and a fresh issuance of shares - are central to understanding the change in control and the post-transaction shareholding.

SPA details: 73.15% promoter stake to Nimesh Sahadeo Singh

As per the disclosure, promoters of Technojet Consultants entered into an SPA with Nimesh Sahadeo Singh to sell a 73.15% stake. The proposed stake corresponds to 1,46,293 equity shares. The cash consideration disclosed for the transaction is ₹70,22,064, which is ₹70.22064 lakh.

The transaction is positioned as a change in control, with the acquirer proposing to acquire substantial shares and assume promoter status. The sellers named in the disclosure 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. The company’s update frames the transaction as a promoter-level share transfer rather than a primary issuance by Technojet Consultants.

Why a mandatory open offer is triggered

Because the proposed acquisition results in a change in control and crosses takeover thresholds, the SPA structure requires a mandatory open offer. The disclosure states that the acquirer will make an open offer to public shareholders under the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

This is a standard regulatory requirement in India when an acquirer’s shareholding or control changes beyond prescribed limits. For public shareholders, the open offer process becomes the next key event to track, as it determines the offer terms and timelines within the SEBI framework. The company’s filing explicitly ties the acquisition to the open offer obligation, making it a confirmed regulatory step rather than a market assumption.

Promoter reclassification planned after completion

The disclosure also flags a proposed post-transaction classification change. Upon successful completion of the acquisition, the sellers intend to be reclassified into the public category. This is proposed under Regulation 31A (10) of the SEBI (LODR) Regulations, 2015.

Reclassification matters because it changes how the market views promoter holdings, control, and disclosure responsibilities. It is also relevant for ongoing compliance, including periodic shareholding pattern filings. The reclassification is described as an intention contingent on completion, so it remains tied to the closing of the SPA and completion of related regulatory processes.

Board clears a ₹48 preferential issue of up to 5,00,000 shares

Separately, Technojet Consultants said its board approved issuing up to 5,00,000 equity shares of face value ₹10 each on a preferential basis. The issue price approved by the board is ₹48 per share. At the proposed size and price, the preferential issue works out to up to ₹240 lakh (₹2.4 crore) in gross proceeds, subject to final allotment and approvals.

The company stated that the preferential issue is to persons other than promoters and the promoter group. It is proposed in accordance with Chapter V of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, and the Companies Act, 2013 and rules thereunder. The board decision is not final until shareholders approve it.

Proposed allottees: seven non-promoter investors

Technojet Consultants disclosed that seven non-promoter public investors are proposed as allottees in the preferential issue. Nimesh Sahadeo Singh is the largest proposed allottee with 3,25,000 shares. The company stated this would represent 46.43% of the post-issue holding.

The other proposed investors named are Nikita Sanjay Jain, Shruti Mukesh Shah, Rahul Sureshbhai Domadiya, Alpa Vijay Patel, Kaushal Nilesh Sangani, and Jai Manish Shanghvi. The disclosure positions the preferential issue as targeted capital raising rather than a broad-based public offer.

Authorised capital proposed to rise to ₹70 lakh

Alongside the preferential issue, Technojet Consultants proposed increasing its authorised share capital. The company disclosed a proposed increase from ₹20 lakh to ₹70 lakh. This change also requires shareholder approval.

An authorised capital increase is often linked to plans for issuing additional shares. In this case, the company has explicitly connected the capital increase proposal with the preferential issuance plan, both being routed for shareholder consent.

EGM on October 30, 2026 and e-voting scrutiny

To seek shareholder approval, Technojet Consultants scheduled an Extra-Ordinary General Meeting (EGM) on October 30, 2026. The EGM agenda includes approval for the preferential issue and the authorised share capital increase.

The company also disclosed the appointment of CS Nuren Nirmal Lodaya as the e-voting scrutinizer. This is part of the procedural compliance around shareholder voting and verification of results.

Key facts at a glance

Preferential issue snapshot

Market relevance: control change and dilution mechanics

The two announcements together carry distinct implications for shareholders. The SPA involves a change in control because it transfers a 73.15% promoter stake to a new acquirer and triggers an open offer under SEBI rules. The preferential issue, on the other hand, is a primary issuance that can alter the shareholding mix through dilution and fresh capital inflow, if approved by shareholders.

Technojet Consultants has framed the preferential issue as being made to non-promoter public investors. It has also disclosed that the company is not a party to the SPA, which indicates that the control transaction is happening between selling shareholders and the acquirer, even though the company is required to make exchange disclosures under LODR.

Conclusion

Technojet Consultants’ September 18, 2026 disclosures outline a promoter-level control transfer via an SPA for ₹70.22064 lakh and a separate proposal to raise up to ₹2.4 crore through a preferential issue priced at ₹48 per share. The next confirmed milestones are the mandatory open offer process under SEBI SAST and the October 30, 2026 EGM where shareholders will vote on the preferential issue and the authorised capital increase.