Creative Newtech proposes Rs 50.50 crore Zicom SaaS deal

Creative Newtech Limited has proposed acquiring 100% of Zicom SaaS Private Limited for an enterprise value of about Rs 50.50 crore, comprising Rs 25.00 crore in cash and about Rs 25.50 crore in shares. The board-approved proposal of November 4, 2026 would make Zicom SaaS a wholly owned subsidiary on completion.

What is Creative Newtech buying from Zicom SaaS?

Creative Newtech is proposing to acquire the entire paid-up equity capital of Zicom SaaS, an Indian electronic-security and surveillance company established in 2011 as part of the Zicom Group. Zicom SaaS has paid-up equity capital of Rs 20.00 crore, consisting of 2 crore equity shares with a face value of Rs 10 each.

Zicom SaaS provides 24x7 remote surveillance monitoring, ATM Active Deterrence, Virtual Security Guard services, Command and Control Centre operations, closed-circuit television, or CCTV, health monitoring and video analytics. Its offerings also include Artificial Intelligence of Things, or AIoT, security solutions and residential-security services.

The target's stated business model includes recurring subscription revenue from monitoring, maintenance and managed security services. Creative Newtech said the acquisition is intended to combine its technology-distribution capabilities and market reach with Zicom SaaS's monitoring infrastructure, intelligent video analytics and managed-security operations.

Creative Newtech identified banking, enterprise, institutional and residential security as segments where the combined business could offer integrated hardware and services. The company said the proposed combination is also intended to develop recurring revenue through subscription-based monitoring, maintenance and surveillance services, without disclosing a revenue target or integration-cost estimate.

How has Zicom SaaS revenue changed over three years?

Zicom SaaS reported revenue from operations of Rs 20.09 crore in FY 2025-26, compared with Rs 16.64 crore in FY 2024-25 and Rs 16.15 crore in FY 2023-24. Revenue therefore increased by Rs 3.94 crore between FY 2023-24 and FY 2025-26.

The increase in FY 2025-26 was Rs 3.45 crore, larger than the Rs 0.49 crore increase reported in FY 2024-25. The filing does not provide profit, debt, cash-flow or customer-concentration figures for Zicom SaaS, so the disclosed revenue trend cannot show the target's profitability or funding requirements.

Zicom SaaS also reported total assets of Rs 52.55 crore and net worth of Rs 25.62 crore for FY 2025-26. The proposed Rs 50.50 crore enterprise value is about Rs 30.41 crore above its reported FY 2025-26 revenue, while the announcement does not state a valuation multiple or explain how the enterprise value was determined.

How will Creative Newtech pay Rs 50.50 crore for Zicom SaaS?

Creative Newtech proposes to pay Rs 25.00 crore in cash and approximately Rs 25.50 crore through a share swap, together forming the Rs 50.50 crore enterprise value. The cash portion represents the balance after the proposed preferential allotment used for the share-swap component.

For the non-cash part, Creative Newtech proposes to issue up to 2,25,000 equity shares to Onyx SaaS Private Limited. The shares have a face value of Rs 10 each and an indicated issue price of Rs 1,133.33 each, including a premium of Rs 1,123.33 each, for an aggregate amount of up to Rs 25.50 crore.

The proposed issue price remains subject to pricing requirements under Chapter V of the Securities and Exchange Board of India Issue of Capital and Disclosure Requirements Regulations, 2018. The company also said the preferential issue requires shareholder approval, as it is consideration other than cash for the Zicom SaaS acquisition.

Onyx SaaS had no pre-issue holding in Creative Newtech according to the filing. If the 2,25,000 shares are allotted, Onyx SaaS would hold 1.48% of Creative Newtech's post-issue shareholding, based on the disclosed preferential-issue table.

What approvals and timetable apply to the Zicom SaaS acquisition?

Creative Newtech expects the proposed acquisition to be completed within three months, subject to definitive agreements, necessary approvals, conditions precedent and completion formalities. The November 4, 2026 board meeting that approved the proposal began at 10:30 AM and concluded at 12:00 noon.

The company has called an extraordinary general meeting, or EGM, for November 28, 2026 to seek shareholder approvals, including approval for the preferential issue supporting the Rs 25.50 crore share swap. The acquisition also requires in-principle approvals from the National Stock Exchange of India and BSE under Regulation 28(1) of the SEBI Listing Obligations and Disclosure Requirements Regulations, 2015, along with other applicable approvals.

The disclosure characterises the proposed transaction as outside the related-party transaction framework. Its related-party response says Creative Newtech's promoters, promoter group and group companies have no interest in “Infinova India” or its shareholders except in relation to the proposed transaction, although the target identified elsewhere in the filing is Zicom SaaS.

On completion of the proposed 100% purchase, Zicom SaaS would become a wholly owned subsidiary of Creative Newtech. The filing gives an expected three-month completion period rather than a fixed closing date, leaving the timing conditional on shareholder action, exchange approvals and the execution of definitive documents.

What is Creative Newtech's separate Singapore subsidiary plan?

Creative Newtech has separately approved the incorporation of a wholly owned Singapore subsidiary with initial cash capital of up to US$10,000. The filing does not state the entity's final name, incorporation date or turnover history because the name remains subject to approval by the relevant authorities.

Management said the Singapore subsidiary's primary purpose is to streamline international procurement, improve supply-chain efficiency, optimise sourcing costs and improve coordination with global vendors. The planned entity would operate across information technology and consumer electronic hardware, software products and servers.

The company said the subsidiary could also explore new sourcing opportunities, negotiate commercial terms, diversify suppliers and strengthen access to international markets. Incorporation remains subject to applicable approvals in India and Singapore, including the foreign-exchange and overseas-investment framework.

The Singapore entity is separate from the Rs 50.50 crore Zicom SaaS proposal: its initial capital is disclosed in US dollars, whereas the acquisition consideration comprises Rs 25.00 crore in cash and about Rs 25.50 crore in Creative Newtech shares. Both actions were approved at the board meeting held on November 4, 2026.

Conclusion

The proposed transaction would give Creative Newtech full ownership of a security-services business that reported FY 2025-26 revenue of Rs 20.09 crore, assets of Rs 52.55 crore and net worth of Rs 25.62 crore. The consideration splits the Rs 50.50 crore enterprise value between Rs 25.00 crore cash and a Rs 25.50 crore preferential share issue, linking the acquisition to a 1.48% post-issue holding for Onyx SaaS.

The next disclosed event is the November 28, 2026 EGM, where shareholders will consider the preferential issue of up to 2,25,000 shares. Creative Newtech expects completion within three months, but the proposed purchase still depends on exchange approvals, definitive agreements, conditions precedent and other required formalities.