Bharti Hexacom Ltd. announces an acquisition

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The strategic acquisition by Cosmic CRF Limited of a 26% stake in N. S. Engineering Projects Pvt. Ltd. is structured as a non-cash share swap with an indicative completion timeline of 3 months ^[1].

Key Transaction Details

• Total Consideration Amount: The consideration is discharged entirely through a share swap rather than cash, utilizing a share swap ratio of 236.09:1000 for the acquisition of 30,71,025 equity shares (26% stake) ^[1]. Cosmic CRF's preferential issue price for the transaction is set at Rs. 1,330 per equity share ^[2]. An aggregate absolute monetary value for the total consideration is not explicitly reported.
• Valuation Multiple: The specific valuation multiple (such as P/E or EV/EBITDA) paid for the target is not explicitly disclosed in the board outcome. The transaction price was determined based on a valuation report by registered valuer CA Manish Gadia ^[1]. The target entity reported a turnover of Rs 32,650.57 Lakhs and a PAT of Rs 2,256.87 Lakhs for FY 2025-26 ^[1].
• Completion Timeline: The indicative time period for completing the acquisition is 3 months ^[1], subject to shareholder approval at an Extraordinary General Meeting (EGM) and in-principle approval from stock exchanges ^[1].

Implication

The share swap mechanism allows Cosmic CRF to integrate the target company toward becoming a wholly-owned subsidiary while preserving cash reserves, though the absence of an explicit valuation multiple limits public visibility into the pricing premium relative to the target's FY 2025-26 earnings ^[1].

Cosmic CRF Limited's proposed preferential allotment expands the company's equity base by 7,25,041 equity shares at an issue price of Rs 1,330 per share (computed under SEBI ICDR regulations based on a registered valuer's report) ^[3].

Shareholding Impact and Dilution Effect

• Pre-Issue Equity Base: 50,76,800 equity shares ^[3].
• Shares Offered via Preferential Allotment: 7,25,041 equity shares for consideration other than cash, representing a 14.28% dilution/expansion on the pre-issue equity base (derived from 7,25,041 new shares divided by 50,76,800 pre-issue shares) ^[3].
• Post-Issue Equity Base: 58,01,841 equity shares ^[3].

Allottee Breakdown and Post-Issue Pattern

The preferential allotment is distributed among promoter group entities and a public investor as part of a strategic share swap arrangement to acquire a stake in N. S. Engineering Projects Pvt. Ltd. [source_index_1, source_-index_4]:

• Promoter and Promoter Group:
• M/s AVB Endeavors Private Limited: Allotted 6,64,125 equity shares (post-correction from an initial typographical error), resulting in a 6.69% post-issue holding ^[3].
• Aditya Vikram Birla: Allotted 24 shares, taking total holding to 32,69,324 shares (32.92% post-issue) ^[3].
• Purvi Birla: Allotted 24 shares, taking total holding to 7,56,324 shares (7.76% post-issue) ^[3].
• Prilika Enterprises Private Limited: Allotted 24 shares, taking total holding to 9,32,924 shares (9.39% post-issue) ^[3].
• AVB Entech Private Limited: Allotted 24 shares, taking total holding to 1,00,024 shares (1.01% post-issue) ^[3].
• Aditya Vikram Birla HUF: Allotted 24 shares, taking total holding to 17,324 shares (0.17% post-issue) ^[3].
• Gayatri Birla Agrawal: Holding remains unchanged at 1,000 shares (0.01% post-issue) ^[3].
• Promoter Group Aggregate: Total post-issue holding for the listed allottees reaches 58,01,841 shares (reported at an aggregate 58.42% post-allotment share) ^[3].
• Public Category:
• Invicta Continuum Fund I: Allotted 60,796 equity shares, establishing a 0.61% post-issue public shareholding ^[3].

Strategic Implications

• Consideration Mechanism: The shares are issued for consideration other than cash to discharge consideration for acquiring a 26% stake in M/s. N. S. Engineering Projects Pvt. Ltd. via a share swap, preserving company cash while expanding capital ^[3].
• Control and Dilution Dynamics: Existing public shareholders face a direct 14.28% equity dilution on their pre-allotment base, while promoter group entities consolidate and expand their aggregate holding share to 58.42% post-allotment ^[3].