Ace Software plans Rs 10.76 crore UK energy-tech share swap

Ace Software Exports Limited (Ace Software) plans to acquire 35.05% stakes in two United Kingdom energy-technology businesses through a Rs 10.76 crore preferential share swap and cash subscriptions of Rs 97.60 lakh. The board approved the two share purchase and subscription agreements on November 6, 2026, subject to shareholder and stock-exchange approvals.

What is Ace Software acquiring in the United Kingdom?

Ace Software is proposing to acquire 361 equity shares, representing 35.05% of post-issue equity capital, in each of MyUtilityGenius Limited (MUG) and MyUtilityGenius Commercial Limited (MUGC). Each investment consists of 331 shares acquired from existing shareholder Westbury Solutions Limited, equal to 32.14%, and subscriptions for 30 newly issued shares, equal to a further 2.91%.

MUG is a United Kingdom company incorporated on July 30, 2012, operating energy technology and consultancy services. Its disclosed services include software platforms, data-driven energy procurement, tariff pricing, risk-management and customer-engagement tools, including application programming interface, or API, enabled acquisition tools and white-label energy enrolment and switching portals.

MUGC is a United Kingdom company incorporated on April 26, 2013, in energy technology, utility comparison platforms and commercial energy procurement. The announcement describes its offerings as including strategic procurement, flexible-contract and basket solutions, alongside analytics-led support for suppliers, brokers and end users across domestic and commercial markets.

How will Ace Software pay for the two UK stakes?

Ace Software will settle the purchases of the 331 existing shares in each target through a preferential issue to Westbury Solutions, while paying cash for the 30-share subscriptions. The company proposes to issue 4,52,146 fully paid equity shares at Rs 238 each, including a premium of Rs 228 per share, for an aggregate preferential-issue value of Rs 10.76 crore.

For MUG, Ace Software would issue 72,820 consideration shares to Westbury Solutions for the 331 purchase shares. The consideration shares have a disclosed value of Rs 1.73 crore, while the purchased MUG shares are valued at Rs 1.74 crore using the Reserve Bank of India reference rate of Rs 125.1333 per British pound as of June 30, 2026.

For MUGC, Ace Software would issue 3,79,326 consideration shares for 331 purchase shares held by Westbury Solutions. The issued shares carry a disclosed value of Rs 9.03 crore, compared with the stated purchase-share value of Rs 9.03 crore at the same June 30, 2026 exchange rate.

The cash leg is Rs 15.77 lakh for 30 MUG subscription shares and Rs 81.83 lakh for 30 MUGC subscription shares. The MUGC cash subscription is therefore more than five times the MUG subscription, reflecting MUGC's £2,179.79 per-share price against MUG's £420.09 price.

What stake will Westbury Solutions receive in Ace Software?

Westbury Solutions would hold 4,52,146 Ace Software equity shares, or 2.42% of Ace Software's equity capital after the proposed allotment. It is the sole proposed allottee under the preferential issue and is also the seller of the 331 existing shares in each of MUG and MUGC.

The new Ace Software shares would have a face value of Rs 10 each and an issue price of Rs 238 each. Ace Software said the issue price would not be below the floor price calculated under Chapter V of the Securities and Exchange Board of India Issue of Capital and Disclosure Requirements Regulations, 2018.

Ace Software said both transactions were negotiated on an arm's-length basis after considering a valuation report from Den Valuation (OPC) Private Limited, a registered valuer. The company also stated that neither acquisition is a related-party transaction and that its promoters, promoter group and group companies have no interest in MUG or MUGC.

The 2.42% holding would arise only after the preferential shares are allotted, rather than on signing of the agreements on November 6, 2026. The proposed allotment requires shareholder approval because it is consideration other than cash, while the acquisitions remain subject to applicable regulatory or statutory approvals.

How do MUG and MUGC revenues compare?

MUG reported provisional revenue of £696,123 for financial year 2025-26, up from £554,332 in financial year 2024-25 and £485,442 in financial year 2023-24. Its latest revenue was £141,791 higher than the preceding year, following an earlier increase of £68,890 between financial years 2023-24 and 2024-25.

MUGC reported provisional financial year 2025-26 revenue of £756,391, down from £1,126,026 in financial year 2024-25 and compared with £956,369 in financial year 2023-24. Its latest reported revenue was £369,635 lower than the previous year and £199,978 below the financial year 2023-24 figure.

The revenue comparison differs from the transaction values. MUGC carries total proposed consideration of Rs 9.85 crore, compared with Rs 1.90 crore for MUG, even though Ace Software would acquire the same 35.05% stake in both businesses. The disclosure provides revenue figures but does not disclose profitability, net assets, board representation or management-control rights for either target.

When can Ace Software complete the acquisitions?

Ace Software said each acquisition is expected to be completed within 15 days from the later of two events: shareholder approval through a special resolution for the preferential issue, or in-principle stock-exchange approval for the share allotment. The disclosure does not specify a date for either approval or for the shareholder meeting.

The transaction documents are share purchase and subscription agreements dated November 6, 2026, involving Ace Software, the relevant target company and Westbury Solutions. The company has therefore announced agreed proposed investments, rather than completed acquisitions of the two 35.05% stakes.

Ace Software said the investments are intended to diversify its portfolio into energy technology and services and support selective international expansion. Management said the investments may create scope for strategic collaboration, knowledge transfer and participation in future growth opportunities, subject to regulatory compliance and operational execution.

Conclusion

Ace Software's proposed transaction combines a Rs 10.76 crore preferential share issue with Rs 97.60 lakh of cash subscriptions to take identical 35.05% minority positions in MUG and MUGC. The targets operate in related United Kingdom energy-technology and procurement markets, but their latest disclosed revenue trends diverged, with MUG rising to £696,123 and MUGC falling to £756,391 in financial year 2025-26.

The next events to watch are the special resolution on the preferential issue and in-principle stock-exchange approval for the 4,52,146 shares to Westbury Solutions. Ace Software's stated completion timeline is 15 days from whichever of those two approvals occurs later, after which Westbury Solutions is expected to hold 2.42% of Ace Software's equity capital.