Ace Software Exports seeks vote on Rs 10.77 crore swap

Ace Software Exports Limited seeks shareholder approval for a Rs 10.77 crore non-cash acquisition of 32.14% stakes in two UK companies, to be settled by issuing 452,146 shares at Rs 238 each to Westbury Solutions Limited. The board approved the proposal on November 6, 2026.

What is Ace Software Exports proposing to acquire?

Ace Software Exports proposes to acquire 331 equity shares in each of MyUtilityGenius Limited, referred to as MUG, and MyUtilityGenius Commercial Limited, referred to as MUGC. Each proposed purchase represents 32.14% of the target's equity share capital and would be made from UK-incorporated Westbury Solutions Limited.

The notice values the MUG shares at Rs 1.74 crore and the MUGC shares at Rs 9.03 crore, producing aggregate purchase consideration of Rs 10.77 crore. The company used the Reserve Bank of India reference rate of Rs 125.1333 per British pound as of June 30, 2026 for the stated rupee values.

MUG provides price-comparison and switching services to consumers in the United Kingdom, while MUGC provides energy-procurement and consultancy services to UK businesses. Ace Software Exports says MUG and MUGC will become its subsidiaries upon completion, although the notice also specifies that the proposed acquisition is a 32.14% interest in each business.

How will Ace Software Exports settle the acquisition?

Ace Software Exports will settle the acquisition through a preferential share issue rather than a cash payment. It proposes to issue Westbury Solutions 452,146 fully paid equity shares with a face value of Rs 10 at an issue price of Rs 238 each, including a premium of Rs 228 per share.

The proposed allotment comprises 72,820 shares for the MUG acquisition and 379,326 shares for the MUGC acquisition. The stated exchange ratio is 220 Ace Software Exports shares for every MUG share acquired and 1,146 Ace Software Exports shares for every MUGC share acquired.

The notice contains different aggregate rupee figures for the transaction. It gives Rs 10.77 crore as the aggregate value of the acquired MUG and MUGC stakes, while the stated 452,146 shares at Rs 238 each equal Rs 10.76 crore; one section also describes the maximum issue size as Rs 10.76 crore. The document does not explain the difference.

How was the Rs 238 issue price determined?

Ace Software Exports set the issue price at Rs 238 per share after valuations dated November 6, 2026. Den Valuation (OPC) Private Limited, an independent registered valuer, determined the fair value of Ace Software Exports equity shares at Rs 238 each for the share swap.

The trading-based floor price under the Securities and Exchange Board of India Issue of Capital and Disclosure Requirements Regulations was Rs 185.82 per share. That figure was the higher of the 90-trading-day volume-weighted average price, or VWAP, of Rs 166.83 and the 10-trading-day VWAP of Rs 185.82 before the November 6, 2026 relevant date.

Akasam Consulting Private Limited, a Securities and Exchange Board of India-registered merchant banker, also issued a valuation report under the Foreign Exchange Management (Overseas Investment) Rules, 2022. That report valued MUG at Rs 52,566.78 per share and MUGC at Rs 2.73 lakh per share, using the June 30, 2026 reference rate.

The new shares would rank equally with existing Ace Software Exports equity shares for voting and dividend rights, subject to applicable lock-in requirements. As the issue is for non-cash consideration and does not exceed Rs 100 crore, the company says a credit-rating agency is not required as a monitoring agency under the relevant regulation.

How would the preferential issue change ownership?

Ace Software Exports says Westbury Solutions would hold 452,146 fully paid shares, or 2.42% of its post-issue share capital, after the proposed allotment. Westbury Solutions is classified as a public, non-promoter allottee and had no pre-preferential holding in the disclosed September 30, 2026 shareholding pattern.

Promoter shareholding would decrease to 55.55% after the issue from 56.93% before it, while public shareholding would rise to 44.45% from 43.07%. The disclosed change reflects the addition of 452,146 fully paid shares, while partly paid shares remain at 5,471,101 before and after the issue.

The company states that the allotment would not result in a change in control. The notice identifies Vipul Amin and Jyoti Amin, both residents of Portugal, as the ultimate beneficial owners of Westbury Solutions, and says neither has an Indian Permanent Account Number.

What approvals and deadlines apply to the proposed issue?

Ace Software Exports is seeking approval through a special resolution, with December 6, 2026 specified as the date for receiving postal-ballot remote e-votes. The board approved the acquisition and the preferential issue on November 6, 2026, which was also the relevant date for determining the issue price.

If shareholders approve the proposal, the preferential allotment is ordinarily to be completed within 15 days of the special resolution under the Securities and Exchange Board of India regulations. If approvals or permissions from authorities, including stock exchanges, the Ministry of Corporate Affairs or the Government of India, remain pending, that 15-day period starts from receipt of the final required approval.

The shares issued to Westbury Solutions would be locked in for 12 months from the date of stock-exchange trading approval. Ace Software Exports says it will apply to the exchange where its shares are listed for listing of the new shares, which would rank equally with existing equity shares once allotted.

The company also states that no preferential allotment had been made during financial year 2025-26 as of the notice date and that no other preferential issue was pending or in process. It says Westbury Solutions confirmed it had not sold Ace Software Exports shares during the 90 trading days before the November 6, 2026 relevant date.

Conclusion

The proposed transaction would give Ace Software Exports minority stakes of 32.14% in MUG and MUGC through a non-cash issue of 452,146 shares. MUGC accounts for Rs 9.03 crore of the stated Rs 10.77 crore acquisition value, compared with Rs 1.74 crore for MUG, making it the larger part of the proposed share swap.

The next disclosed event is the shareholder voting deadline of December 6, 2026. If the special resolution passes, the company targets completion within 15 days, subject to any outstanding regulatory permissions, while the newly issued shares would remain locked in for 12 months after trading approval.