Esconet Technologies to Acquire Majority Stake in Fluidech IT Services Private Limited

Noor Mohmmed

    11/Jan/2025

What's Covered

  1. Acquisition Details: Esconet Technologies acquires 70% stake in Fluidech IT Services Pvt Ltd.
  2. Transaction Structure: Includes cash purchase, share swap, and new equity subscription.
  3. Strategic Rationale: Acquisition aimed at expanding expertise in cybersecurity and IT services.

Esconet Technologies Limited, formerly Esconet Technologies Private Limited, has announced the approval of a proposed acquisition of a 70% majority stake in Fluidech IT Services Private Limited (FISPL). This decision was made at the Board of Directors' meeting held on January 10, 2025. The transaction will be executed through a combination of cash purchase, share swap, and fresh equity subscription, and is part of the company's strategic efforts to enhance its capabilities in cybersecurity and IT services.

The acquisition includes three key components:

  1. Cash Purchase: Esconet Technologies will acquire 2,820 equity shares from Mr. Gaurav Gupta, an existing shareholder of FISPL, for a cash consideration.
  2. Share Swap: The company will acquire 2,800 equity shares from Mr. Gupta through a preferential allotment of shares in Esconet Technologies.
  3. Fresh Subscription: Esconet Technologies will subscribe to 4,600 newly issued equity shares of FISPL for a cash consideration.

Rationale for the Acquisition

This acquisition is part of Esconet Technologies' strategic plan to leverage FISPL's expertise in the areas of cybersecurity and IT solutions. By acquiring FISPL, Esconet aims to enhance its operational capabilities, optimize IT services, and expand its market reach through strategic partnerships and alliances. Additionally, FISPL's proficiency in advanced cybersecurity solutions will allow Esconet to bolster its product offerings and integrate cutting-edge hardware and software solutions.

Related Party Transaction

The transaction involves a related party due to Mr. Gaurav Gupta, an Independent Director on Esconet’s Board, also being a promoter shareholder and director of FISPL. Despite this, the transaction will be conducted at arm’s length as per regulatory guidelines, including a report from a registered valuer. The Audit Committee of Esconet Technologies has also approved the acquisition.

Regulatory Compliance

The acquisition is subject to the approval of Esconet’s shareholders and the Stock Exchange. Specifically, NSE India will need to approve the preferential allotment of shares to Mr. Gupta.

Financial Details of FISPL

Fluidech IT Services Private Limited (CIN: U72900HR2014PTC053581) specializes in cybersecurity services and IT solutions. The company has been providing advanced IT services and solutions to its clients, primarily in India. Below are the key financial figures for the last three years:

  • FY 2023-24: ₹2,36,02,427
  • FY 2022-23: ₹3,00,57,364
  • FY 2021-22: ₹4,20,76,911

Transaction Timing and Conclusion

The acquisition process is expected to be completed on or before June 30, 2025, contingent on the receipt of necessary regulatory approvals and timely completion of formalities.

Conclusion

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