Meeting Details

  • Date: Saturday, November 28, 2026
  • Time: 11:00 AM (IST)
  • Type of Meeting: Extra-Ordinary General Meeting (EGM)
  • Location/Platform: The meeting will be conducted entirely online through Video Conferencing (VC) / Other Audio-Visual Means (OAVM).
  • Deemed Venue: The registered office of the Company at 3rd & 4th floor, Plot No. 137AB, Kandivali Co-op Industrial Estate Limited, Charkop, Kandivali West, Mumbai 400067.

Summary of Proposed Resolutions and Implications

A single Special Resolution is proposed for shareholder approval:

Item No. 1: Acquisition of 82.44% stake in Zicom SaaS Private Limited by way of Preferential Issue of Equity Shares

  • Objective: To approve the acquisition of approximately 82.44% of the paid-up equity share capital of Zicom SaaS Private Limited (held by Onyx Saas Private Limited) for a total enterprise value of ₹50.50 Crore.
  • Consideration Structure: The consideration is split into two parts:
  • Share Swap (₹25.50 Crore): To be discharged by issuing up to 225,000 equity shares of Creative NewTech Limited to Onyx Saas Private Limited on a preferential basis.
  • Cash (₹25.00 Crore): The balance amount will be paid in cash.
  • Issue Details: The 225,000 new equity shares will have a face value of ₹10 each and will be issued at a price of ₹1,133.33 per share (including a premium of ₹1,123.33). This price was determined based on the floor price calculated per SEBI ICDR Regulations, with a relevant date of October 29, 2026, and supported by a valuation report from Alpha Value Consulting Valuation LLP.
  • Implications: The acquisition is a strategic move to diversify Creative NewTech's business from technology distribution into integrated Security-as-a-Service (SaaS). It aims to combine Creative NewTech's distribution network with Zicom SaaS's monitoring infrastructure and customer relationships to create recurring revenue streams and cross-selling opportunities. Post-issue, the shareholding of Onyx Saas Private Limited in Creative NewTech will be approximately 1.48%, and there will be no change in the control or management of Creative NewTech Limited.
  • Lock-in: The shares issued to Onyx Saas Private Limited will be subject to a lock-in period as prescribed under Chapter V of the SEBI ICDR Regulations.

Voting Process and Methods

  • Cut-off Date: The cut-off date for determining eligibility to vote is Saturday, November 21, 2026.
  • Remote E-Voting:
  • Service Provider: Bigshare Services Private Limited.
  • Period: Commences on Wednesday, November 25, 2026, at 09:00 AM and ends on Friday, November 27, 2026, at 05:00 PM (IST).
  • Methods:
  • Individual shareholders holding demat accounts can vote seamlessly through their depository (CDSL/NSDL) login portals without separate registration on Bigshare.
  • Other shareholders (non-individuals, physical shareholders) must log in directly on Bigshare's i-Vote platform (https://ivote.bigshareonline.com) using a user ID and password provided separately.
  • E-Voting at the EGM: An e-voting facility will also be available during the live EGM for members attending via VC/OAVM who did not vote remotely. Members who have already voted remotely cannot vote again.
  • Proxy Facility: As the meeting is virtual, the facility for appointment of proxies under Section 105 of the Companies Act, 2013, is not available.

Key Voting Outcomes and Scrutinizer

  • Scrutinizer: The Board proposes to appoint M/s. Satyajit Mishra & Co., Practising Company Secretaries (FCS 5759, CP No. 4997), to scrutinize the entire e-voting process (both remote and during the meeting) fairly and transparently.
  • Result Declaration: The results of the voting, along with the consolidated Scrutinizer's Report, are proposed to be declared on Monday, November 30, 2026. The results will be placed on the Company's website and the website of the e-voting service provider and will be submitted to the BSE and NSE as per Regulation 44(3) of the SEBI LODR.
  • The document provides a pre-issue and post-issue shareholding pattern table, but the actual voting results (total votes cast, percentage in favor/against, category-wise participation) will be available only after the EGM and voting process are completed.

Compliance with Laws and Regulations

The notice and explanatory statement confirm that the proposed transaction and EGM process are designed to comply with:

  • The Companies Act, 2013 (Sections 42, 62(1)(c), 102, etc.).
  • SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 (Chapter V).
  • SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
  • MCA General Circulars No. 14/2020 and 03/2025 governing the conduct of EGMs through VC/OAVM.
  • The Company has provided undertakings stating it is eligible for the preferential issue and that its promoters/directors are not willful defaulters or fugitive economic offenders.

Other Relevant Information

  • Documents for Inspection: Key documents, including the draft transaction documents, valuation report, and a compliance certificate from a practicing company secretary, are available for electronic inspection upon request to cs@creativenewtech.com and are hosted on the Company's website.
  • Strategic Rationale: A detailed section outlines the strategic rationale for the acquisition, highlighting Zicom SaaS's established SaaS model in electronic security, its 24x7 Command Centre, and the potential for synergy with Creative NewTech's distribution network to create a full-service security solutions provider.