Creative Newtech seeks approval for Rs 50.50 crore Zicom deal

Creative Newtech Limited is seeking shareholder approval for a proposed Rs 50.50 crore enterprise-value acquisition of Zicom SaaS Private Limited, combining Rs 25.50 crore of preferential shares with Rs 25.00 crore in cash. The Board approved the transaction on 4 November 2026, subject to definitive documents, approvals and completion conditions.

What is Creative Newtech asking shareholders to approve?

Creative Newtech is asking shareholders to approve a special resolution allowing the preferential allotment of up to 2,25,000 equity shares to Onyx SaaS Private Limited as non-cash consideration for the Zicom SaaS transaction. The proposed shares have a face value of Rs 10 each and an issue price of Rs 1,133.33 each, including a premium of Rs 1,123.33 per share. The resolution is required under Sections 42 and 62(1)(c) of the Companies Act, 2013, and Chapter V of the Securities and Exchange Board of India Issue of Capital and Disclosure Requirements Regulations, 2018.

Creative Newtech’s 4 November 2026 Board approval covers the acquisition of the entire 100% paid-up equity share capital of Zicom SaaS for an aggregate enterprise value of about Rs 50.50 crore. However, the preferential-issue disclosure says the Rs 25.50 crore share swap is payable for acquiring an 82.44% shareholding in Zicom SaaS. The notice does not explain how the Rs 25.00 crore cash component relates to the remaining shareholding, although it describes the overall proposal as a 100% acquisition.

How will the share swap affect Creative Newtech’s ownership?

Creative Newtech’s proposed allotment would increase its fully paid-up equity share capital to 1,52,41,675 shares from 1,50,16,675 shares, an increase of 2,25,000 shares. Onyx SaaS Private Limited is classified as a non-promoter allottee, and the filing names Savita Agarwal and Vikas Khemani as its ultimate beneficial owners who are natural persons.

Creative Newtech’s promoter holding would remain 85,02,220 shares after the proposed issue, but its percentage holding would fall to 55.78% from 56.62% because of the larger share base. Public holding would rise to 44.22% from 43.48%. Within public holders, the body-corporate category would rise to 11.84% from 10.51% after receiving the 2,25,000 proposed shares.

The stated issue price of Rs 1,133.33 per share values the maximum 2,25,000-share allotment at Rs 25.50 crore. None of Creative Newtech’s promoters, promoter group, directors, key managerial personnel or senior management intends to subscribe to these proposed shares. The company also says it made no preferential allotment during the year before this proposed issue.

Why does Creative Newtech want to acquire Zicom SaaS?

Creative Newtech says the acquisition is intended to extend its surveillance activity from supplying equipment into integrated security services covering cameras, installation, monitoring, analytics, maintenance and ongoing support. Zicom SaaS uses a Security as a Service model, under which customers pay regular monthly or annual subscription or service charges for equipment, remote monitoring, maintenance and security-management services.

Zicom SaaS operates a 24×7 centralised Command and Control Centre that can monitor systems across multiple locations, identify suspicious activity, generate alerts and coordinate action. Its disclosed customer segments include banks, financial institutions, corporate offices, retail outlets, factories, warehouses, commercial establishments and residential societies. Its offerings include artificial-intelligence-based surveillance, virtual security guards, remote intervention, closed-circuit television (CCTV) performance monitoring and maintenance.

Creative Newtech says its distribution network, dealers, system integrators and channel partners could help extend Zicom SaaS’s managed-security services across India. Conversely, it expects Zicom SaaS’s relationships with banks, enterprises, retailers and residential societies to create possible demand for cameras, replacement equipment, upgrades and related technology products. These are stated commercial opportunities rather than disclosed revenue forecasts or contracted sales.

What additional services could the combined business offer?

Creative Newtech says the same surveillance infrastructure could be used for operational applications beyond security, including customer footfall analysis, attendance monitoring, operational management and energy monitoring. In the company’s rationale, this could allow additional services to be supplied to existing customers without necessarily requiring separate infrastructure.

The contrast in the filing is between equipment sales, which generally produce revenue at the time of sale, and the monthly or annual service charges associated with monitoring, maintenance, technical support and upgrades through an equipment lifecycle. Creative Newtech says this model could create recurring revenue streams and longer customer relationships, but makes the outcome conditional on successful completion and integration, customer requirements and commercial viability.

The Board describes the transaction as part of a longer-term plan to develop surveillance and managed-security services as an important business vertical. The stated target is diversification from primarily technology distribution into integrated surveillance and managed-security services, including the capacity to participate in larger institutional projects. The filing does not provide revenue, profit, subscriber, customer-count or valuation metrics for Zicom SaaS beyond the proposed Rs 50.50 crore enterprise value.

When will Creative Newtech shareholders vote on the transaction?

Creative Newtech has set 21 November 2026 as the cut-off date for voting eligibility, with remote e-voting scheduled from 9:00 a.m. Indian Standard Time on 25 November 2026 to 5:00 p.m. Indian Standard Time on 27 November 2026. The company proposes to conduct the extraordinary general meeting through video conferencing or other audio-visual means, with its Mumbai registered office deemed the venue.

Creative Newtech proposes to declare the voting results and consolidated scrutiniser’s report on 30 November 2026, subject to applicable regulatory timelines. The company says the preferential allotment must be completed within 15 days of the special resolution, or within 15 days after the last required regulatory approval or permission if approvals are pending. The deal itself remains subject to definitive documentation, statutory and regulatory approvals and completion conditions.

Conclusion

Creative Newtech’s proposed Rs 50.50 crore transaction would pair a Rs 25.50 crore share swap with Rs 25.00 crore cash to acquire Zicom SaaS and add a managed-services capability to its technology-distribution business. The immediate shareholder decision concerns 2,25,000 preferential shares, which would reduce promoter ownership from 56.62% to 55.78% while increasing public ownership to 44.22%.

The next disclosed milestones are the 25-27 November 2026 remote voting window and the proposed 30 November 2026 results announcement. The remaining matters to watch are definitive transaction documents, regulatory approvals, the final structure of the stated 100% acquisition and progress on Creative Newtech’s integration plan for surveillance, monitoring and managed-security services.