Shareholders meeting

Creative Newtech Limited CIN - L52392MH2004PLC148754 An ISO 9001:2015 Certified Company Registered Office: 3rd & 4th floor, Plot No. 137AB, Kandivali Co-op Industrial Estate Limited, Charkop, Kandivali West, Mumbai 400067 Contact No.: +91 22 50612700 | Email: cs@creativenewtech.com | Website: www.creativenewtech.com INDEX Sr. No. Particulars Page Nos. 1. Notice of Extra-Ordinary General Meeting 2 – 6 2. Notes on EGM Notice 7 – 9 3. Overview and Strategic Rationale for the 10 – 11 Acquisition of Zicom SaaS Private Limited 4. Explanatory Statement 12 – 20 5. Instructions for eVoting & attendance of EGM 21 – 28 Key Events Sr. No. Particulars Date / Particulars 1 Notice cut-off date Benpos for 30th October 2026 sending EGM Notice to Shareholders 2 Notice Dispatch date 06th November 2026 3 E-voting Cut-off of Date 21st November 2026 4 E- Voting Start Date with Time 25th November 2026, 09:00 AM 5 E- Voting End Date with Time 27th November 2026, 05:00 PM 6 EGM Date with time 28th November 2026, 11:00 AM 7 Extra-Ordinary General Meeting Online through Video Conferencing (‘VC’) / Other Audio-Visual Means (‘OAVM’) Venue Deemed Venue: Registered office of Company 8 Contact details for any support / Mr. Tejas Doshi Chief Compliance Officer and grievance Company Secretary Email: cs@creativenewtech.com Contact No.: +91 22 5061 2700 1 | Page Creative Newtech Limited CIN - L52392MH2004PLC148754 An ISO 9001:2015 Certified Company Registered Office: 3rd & 4th floor, Plot No. 137AB, Kandivali Co-op Industrial Estate Limited, Charkop, Kandivali West, Mumbai 400067 Contact No.: +91 22 50612700 | Email: cs@creativenewtech.com | Website: www.creativenewtech.com NOTICE OF EXTRA-ORDINARY GENERAL MEETING NOTICE is hereby given that an Extraordinary General Meeting of the Shareholders of Creative NewTech Limited (the “Company”) will be held on Saturday, November 28, 2026 at 11:00 AM (IST) through Video Conferencing (“VC”)/Other Audio-Visual Means (“OAVM”), to transact the following items of business: Special Business: 1. Acquisition of 82.44% stake in Zicom SaaS Private Limited by way of Preferential Issue of Equity Shares of the Company towards discharge of Consideration payable for the acquisition through a share swap arrangement To consider and, if thought fit, pass the following resolution as a Special Resolution: “RESOLVED THAT pursuant to the provisions of Sections 23(1)(b), 42, 62(1)(c) and other applicable provisions, if any, of the Companies Act, 2013 as amended (hereinafter referred to as the “Companies Act”) read with the Companies (Prospectus and Allotment of Securities) Rules, 2014, as amended and the Companies (Share Capital and Debentures) Rules, 2014, as amended and other relevant rules made there under (including any statutory modification(s) thereto or amendment, re-enactment thereof for the time being in force), in accordance with the guidelines, rules and regulations of the Securities and Exchange Board of India (“SEBl”) as amended including the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended (“SEBI ICDR Regulations”), the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), as amended, the Foreign Exchange Management Act, 1999 as amended and in accordance with other applicable rules, regulations, circulars, notifications, clarifications and guidelines issued thereon, from time to time, by Ministry of Corporate Affairs, SEBI, Reserve Bank of India (“RBI”) and/ or any other competent authorities, enabling provisions in Memorandum and Articles of Association of the Company, provisions of the uniform listing agreement entered into by the Company with BSE Limited (“BSE”) and National Stock Exchange Limited of India Limited (“NSE”), where the shares of the Company are listed (“Stock Exchanges”), and subject to the approvals, consents, permissions and/ or sanctions, as may be required from the Government of India, SEBI, Stock Exchanges, and any other relevant statutory, regulatory, governmental authorities or departments, institutions or bodies and subject to such terms, conditions, alterations, corrections, changes, variations and/or modifications, if any, as may 2 | Page Creative Newtech Limited CIN - L52392MH2004PLC148754 An ISO 9001:2015 Certified Company Registered Office: 3rd & 4th floor, Plot No. 137AB, Kandivali Co-op Industrial Estate Limited, Charkop, Kandivali West, Mumbai 400067 Contact No.: +91 22 50612700 | Email: cs@creativenewtech.com | Website: www.creativenewtech.com be prescribed by any one or more or all of them in granting such approvals, consents, permissions and/ or sanctions and which may be agreed to by the Board of Directors of the Company (hereinafter referred to as the “Board” which term shall be deemed to include any committee thereof, which the Board has constituted or may hereafter constitute, to exercise one or more of its powers, including the powers conferred hereunder), the consent of the members of the Company be and is hereby accorded to the Board to, in its absolute discretion, create, offer, issue and allot on a preferential basis, in one or more tranches up to 2,25,000 (Two Lakh Twenty-Five Thousand) fully paid-up equity shares of face value of Rs. 10/- (Rupees Ten only) each (“Subscription Shares”) at an issue price of Rs. 1133.33/- per equity share (including a premium of Rs. 1123.33/- per Equity Share), being the price being not less than the floor price determined in accordance with Chapter V of the SEBI ICDR Regulations (hereinafter referred to as the “Floor Price”) for consideration other than cash (i.e. swap of securities of Zicom SaaS Private Limited) (“Zicom SaaS”)) towards discharge/payment of the sale consideration maximum amounting to Rs. 25,50,00,000/-, balance amount on account of fraction, over and above swap of shares, if any, will be cash settled, payable for the acquisition of the appx. 82.44% shareholding of Zicom, held by the proposed allottee namely, “Onyx Saas Private Limited” in Zicom SaaS, on such terms and conditions as may be deemed appropriate by the Board, in the manner as follows: S. Name of the Proposed Category Number of No. of Shares of No. Allottee Shares held in the Company to be Zicom issued Non- 1. Onyx Saas Private Limited 1,64,88,926 Up to 2,25,000 Promoter RESOLVED FURTHER THAT in terms of the provisions of Regulation 161 of Chapter V of SEBI ICDR Regulations, the Relevant Date for determining the minimum issue price shall be October 29, 2026, being the working day, 30 days prior to the date of the Extraordinary General Meeting to be held on November 28, 2026. RESOLVED FURTHER THAT the aforesaid issue of Equity shares shall be subject to the following terms and conditions: 3 | Page Creative Newtech Limited CIN - L52392MH2004PLC148754 An ISO 9001:2015 Certified Company Registered Office: 3rd & 4th floor, Plot No. 137AB, Kandivali Co-op Industrial Estate Limited, Charkop, Kandivali West, Mumbai 400067 Contact No.: +91 22 50612700 | Email: cs@creativenewtech.com | Website: www.creativenewtech.com a) The Equity shares to be issued and allotted shall be fully paid up and shall rank pari passu with the existing equity shares of the Company in all respects (including with respect to dividend voting powers, and distribution of assets in the event of voluntary or involuntary liquidation, dissolution or winding up of the Company) from the date of allotment thereof and be subject to the requirements of all applicable laws and shall be subject to the provisions of the Memorandum of Association and Articles of Association of the Company. b) The Equity Shares shall be allotted by the Company to the Proposed Allottee in dematerialized form within a period of 15 (Fifteen) days from the date of receipt of Members’ approval, provided that, where the issue and allotment of the said Equity Shares is pending on account of pendency of approval of any regulatory authority (including, but not limited to BSE, NSE, or SEBI) [Showing first 8,000 characters — download PDF for full document]