Creative Newtech to issue 225,000 shares in Rs 25.50 crore swap

Creative Newtech Limited proposes to issue up to 225,000 equity shares at Rs 1,133.33 each, creating up to Rs 25.50 crore of non-cash consideration for its proposed acquisition of Zicom SaaS Private Limited. The preferential issue to Onyx SaaS Private Limited would give the allottee 1.48% of post-issue shareholding, subject to applicable approvals.

How many shares will Creative Newtech issue to Onyx SaaS?

Creative Newtech plans a preferential issue of a maximum 225,000 equity shares to Onyx SaaS Private Limited, the sole proposed allottee. Each share will have a face value of Rs 10 and an issue price of Rs 1,133.33, comprising a premium of Rs 1,123.33 per share. The disclosed aggregate issue amount is up to Rs 25.50 crore.

The securities are proposed as consideration other than cash, specifically through a share swap, rather than as a cash fundraising issue. Onyx SaaS has no pre-issue holding in Creative Newtech, according to the disclosure. After the proposed allotment of 225,000 shares, its holding would be 225,000 shares, or 1.48% of the post-issue equity shareholding.

How is the Zicom SaaS acquisition structured?

Creative Newtech has proposed to acquire 100% of the paid-up equity share capital of Zicom SaaS Private Limited for an enterprise value of about Rs 50.50 crore. The disclosed consideration combines Rs 25 crore in cash with approximately Rs 25.50 crore through the proposed share swap. If completed, Zicom SaaS would become a wholly owned subsidiary of Creative Newtech.

The acquisition does not fall within the related-party transaction framework, the company said. Creative Newtech also stated that its promoters, promoter group and group companies have no interest in Infinova India or its shareholders, except in relation to the proposed transaction. The filing identifies electronic security, surveillance, remote monitoring, video analytics and artificial intelligence-enabled security as Zicom SaaS's operating areas.

The transaction pairs Creative Newtech's technology distribution capabilities and market reach with Zicom SaaS's security monitoring infrastructure, command and control centre operations and managed-security services. Management said the acquisition is intended to support integrated hardware and service offerings in banking, enterprise, institutional and residential security segments, while developing recurring subscription-based revenue from monitoring, maintenance and surveillance.

What financial scale does Zicom SaaS bring to Creative Newtech?

Zicom SaaS reported revenue from operations of Rs 20.09 crore in FY 2025-26, total assets of Rs 52.55 crore and net worth of Rs 25.62 crore. It has paid-up equity share capital of Rs 20 crore, comprising 2 crore equity shares with a face value of Rs 10 each. The company was established in 2011 as part of the Zicom Group.

Revenue increased in each of the three disclosed financial years, rising from Rs 16.15 crore in FY 2023-24 to Rs 16.64 crore in FY 2024-25 and Rs 20.09 crore in FY 2025-26. The latest-year revenue was Rs 3.45 crore higher than the preceding year's Rs 16.64 crore. This history is relevant because Zicom SaaS's stated model includes recurring subscriptions for monitoring, maintenance and managed-security services.

Zicom SaaS provides 24×7 remote surveillance monitoring, ATM Active Deterrence, Virtual Security Guard services, CCTV health monitoring and residential security services. Its offerings also include command and control centre operations, video analytics and AIoT-enabled solutions, with AIoT referring to artificial intelligence of things. The disclosed Rs 20.09 crore FY 2025-26 revenue therefore comes from a security-services business rather than a standalone hardware operation.

What approvals and timing apply to the proposed issue?

Creative Newtech expects the acquisition to be completed within three months, subject to necessary approvals, definitive agreements, conditions precedent and required formalities. The company specifically disclosed that in-principle approvals from the National Stock Exchange of India and BSE are required under Regulation 28(1) of the Securities and Exchange Board of India Listing Obligations and Disclosure Requirements Regulations, 2015.

The 225,000-share issue is also subject to applicable Securities and Exchange Board of India Issue of Capital and Disclosure Requirements pricing requirements. The filing describes the issue price as Rs 1,133.33 per share, including a Rs 1,123.33 premium, but does not disclose an allotment date. Completion remains conditional because the acquisition and share issue are linked to approvals and the execution of definitive agreements.

The disclosure was dated November 4, 2026, and separates this acquisition from Creative Newtech's proposed Singapore wholly owned subsidiary. That separate proposal would have initial capital of up to USD 10,000 in cash and is intended to streamline international procurement and sourcing; it is not part of the Rs 50.50 crore Zicom SaaS acquisition consideration.

Conclusion

The proposed transaction would combine Rs 25 crore of cash consideration with up to Rs 25.50 crore of equity consideration to acquire 100% of Zicom SaaS. The disclosed equity outcome is that Onyx SaaS would move from no holding to 225,000 shares and 1.48% of post-issue shareholding, while the acquired business reported Rs 20.09 crore of FY 2025-26 revenue.

The next disclosed milestone is completion within three months of the November 4, 2026 filing, subject to exchange in-principle approvals, definitive agreements and conditions precedent. The final 225,000-share allotment, acquisition closing and Zicom SaaS becoming a wholly owned subsidiary remain the stated events to watch.