Creative Newtech Limited proposes Rs 25.50 crore Zicom SaaS swap

Creative Newtech Limited proposes to issue up to 225,000 preferential equity shares at 1,133.33 rupees each for a Rs 25.50 crore securities swap to acquire an 82.44% stake in Zicom SaaS Private Limited. The proposed allotment would give Onyx SaaS Private Limited a 1.48% post-issue holding, subject to shareholder approval at the November 28, 2026 extraordinary general meeting.

What is CNL asking shareholders to approve?

CNL is seeking a special resolution to allot up to 225,000 equity shares of face value 10 rupees each to Onyx SaaS on a preferential basis for consideration other than cash. Each share would be issued at 1,133.33 rupees, including a premium of 1,123.33 rupees per share, and the securities swap is capped at Rs 25.50 crore. The shares are intended as consideration for CNL's acquisition of an 82.44% shareholding in Zicom SaaS.

The preferential allotment is one part of a proposed acquisition with an aggregate enterprise value of about Rs 50.50 crore. CNL disclosed on November 4, 2026 that it had approved the acquisition of the entire 100% paid-up equity capital of Zicom SaaS, subject to definitive documentation, statutory and regulatory approvals, and completion conditions. The stated consideration comprises the Rs 25.50 crore share-swap component and Rs 25.00 crore in cash.

The issue requires approval under Sections 42 and 62(1)(c) of the Companies Act, 2013, and Regulation 160 of the Securities and Exchange Board of India (SEBI) Issue of Capital and Disclosure Requirements Regulations, 2018. CNL said monitoring of fund utilisation does not apply because consideration is securities rather than cash. No promoter, promoter group member, director, key managerial personnel or senior manager intends to subscribe to the issue.

How will the preferential issue change CNL's ownership?

CNL's outstanding equity shares would rise by 225,000, from 15,016,675 before the issue to 15,241,675 after it, assuming the maximum proposed allotment. Onyx SaaS, classified as a non-promoter body corporate, would hold up to 225,000 shares, or 1.48% of post-issue capital. The pre-issue ownership record is dated October 30, 2026, and the final structure may change if another corporate action occurs before allotment.

Promoter ownership would remain 8,502,220 shares but decline to 55.78% from 56.62% because of the enlarged equity base. Public shareholding would rise to 44.22% from 43.48%, with the increase reflected in the body-corporate category. CNL said there would be no change in control or management from the allotment, although voting rights would change in line with the post-issue shareholding structure.

Onyx SaaS would remain a non-promoter after the issue, according to CNL's disclosure. CNL identified Savita Agarwal and Vikas Khemani as the natural persons who are the ultimate beneficial owners of Onyx SaaS. The new shares will be subject to the lock-in period prescribed under Chapter V of the SEBI regulations, while any pre-preferential holding of the allottee would also be locked in as applicable.

How was CNL's 1,133.33 rupees issue price determined?

CNL set the proposed issue price at 1,133.33 rupees per equity share, which is 13.68 rupees above the disclosed regulatory floor price of 1,119.65 rupees. The relevant date for price determination was October 29, 2026, the working day 30 days before the November 28, 2026 extraordinary general meeting. CNL used National Stock Exchange data because it said that exchange had higher trading volume.

Under the SEBI pricing framework, the 10-trading-day volume-weighted average price, or VWAP, was 1,119.65 rupees, compared with 974.67 rupees for the 90-trading-day VWAP. The higher 10-day figure set the minimum price under Regulation 164. CNL said its articles of association do not prescribe a separate preferential-issue pricing method, while Alpha Value Consulting Valuation LLP determined the equity-share value of 1,133.33 rupees under the valuation process cited for Regulation 166A.

The value of the Zicom SaaS purchase shares for the non-cash swap was also based on a valuation report from Alpha Value Consulting Valuation LLP, a registered valuer. CNL stated that its shares had been listed on a recognised stock exchange for more than 90 trading days as of the relevant date, so the cited SEBI price-recomputation provisions did not apply. It also disclosed that Onyx SaaS had not sold or transferred CNL equity shares in the 90 trading days preceding that date.

Why does CNL want to acquire Zicom SaaS?

CNL says the transaction is intended to move its surveillance activity beyond equipment distribution into integrated services that include cameras, installation, remote monitoring, analytics, maintenance and ongoing support. Zicom SaaS operates a Security as a Service model in which customers pay regular monthly or annual subscription or service charges, rather than only purchasing surveillance equipment at the outset.

Zicom SaaS operates a 24x7 centralised Command and Control Centre to monitor security systems at multiple locations, identify suspicious activity, generate alerts and coordinate action. Its disclosed offerings include artificial-intelligence-based surveillance, virtual security guards, remote intervention, closed-circuit television equipment performance monitoring and maintenance. Its customers include banks, financial institutions, corporate offices, retail outlets, factories, warehouses, commercial establishments and residential societies.

CNL said its distribution network, dealers, system integrators and channel partners could help expand Zicom SaaS's managed-security services across India. Conversely, Zicom SaaS's customer relationships could create demand for cameras, replacement equipment, upgrades and related technology products. CNL also identified attendance monitoring, customer footfall analysis, energy management and operational management as potential uses of the same surveillance infrastructure beyond security.

The proposed allotment must be completed within 15 days of the special resolution under Regulation 170, unless a regulatory approval or permission is pending. If that occurs, the 15-day period runs from receipt of the last such approval or permission. CNL plans to apply to BSE and the National Stock Exchange for listing of the new shares, which would rank equally with existing equity shares for dividend and voting rights once allotted.

Conclusion

CNL's proposed Rs 25.50 crore preferential issue is the equity-funded portion of a proposed Rs 50.50 crore Zicom SaaS transaction. The maximum 225,000-share allotment would result in a 1.48% holding for Onyx SaaS, while promoter ownership would move from 56.62% to 55.78% without a disclosed change in company control or management. The proposal combines CNL's distribution operations with Zicom SaaS's subscription-led monitoring and managed-security model.

The next disclosed event is the extraordinary general meeting on November 28, 2026, where shareholders will vote on the special resolution. CNL has said completion remains subject to definitive documents, statutory and regulatory approvals, and other completion conditions. If shareholders approve and no relevant approval is outstanding, the preferential allotment is required to be completed within 15 days of the resolution.