Blue Cloud Softech Solutions Ltd

Acquisition in-principle approval

• Board grants in-principle approval to evaluate/negotiates 100% acquisition of CareTech AI Inc. via share swap.
• Subject to due diligence, independent valuation, fairness opinion, definitive agreements, and regulatory approvals.

Advisors and governance

• SEBI-registered valuer, merchant banker, and due diligence advisors appointed.
• Board forms committee to negotiate non-binding term sheet and oversee diligence.

Financials and due diligence status

• CareTech revenue: US$80.2m (CY2025); US$67.7m for seven months to 31 Jul 2026.
• Full-year 2026 revenue estimated at US$116m; subject to independent verification.
• No binding LOI or agreements yet; consideration and share count to be determined.
• Promoter/director interests: none; reconfirmation before definitive agreements.

Regulatory disclosures and next steps

• Detailed disclosures to be provided upon definitive terms; investor presentation enclosed.
• CPA-reviewed financial statements from CareTech to be furnished after due diligence.

MSA execution and financials

• Commencement of delivery under the USD 150 million SpaceX MSA begins 24 August 2026.
• Scope under SOW No. 1 covers AI infrastructure, cybersecurity, telecommunications, and data centre solutions.
• US operations will deliver via Blue Cloud USA, expanding international delivery capabilities.
• FY26 revenue ₹1,002 crore; EBITDA ₹126.13 crore; PAT ₹60.50 crore.
• Figures to be reconciled with formally disclosed FY26 results.

MOA details

• MOA dated 7 August 2026; execution completed on 19 August 2026.
• Parties: GCIB and Afro Mobile SARL; Blue Cloud designated Lead Technology & Digital Transformation Partner.
• Purpose: strategic partnership framework for identifying, structuring, financing, developing, implementing, operating, and commercialising Africa projects.
• Scope includes fibre backbone, 4G/5G networks, international connectivity, towers, digital public infrastructure, and satellite connectivity.
• No immediate financial commitments or guaranteed revenue arising from the MOA.
• Initial term five years; renewable by mutual written agreement; governance via Joint Steering Committee.
• Project-specific structures (SPVs, JVs, or consortiums) to be defined per project.
• Ownership: Blue Cloud and promoters hold no shares in GCIB or Afro Mobile.
• Agreement is binding but does not entail financial impact at this stage.

MOA details

• MOA dated 7 August 2026, fully executed on 19 August 2026, establishes a five-year framework.
• BCSSL to lead technology and digital transformation; GCIB leads development and investment.
• Afro Mobile SARL to facilitate operator relations and capacity building.
• Projects include fibre, 4G/5G, submarine cables, digital identity, and satellite connectivity.
• Framework supports SPVs, joint ventures and a five-year governance structure via a Steering Committee.
• Specific projects to be announced through separate project agreements.

Listing details

• NSE admission to the Main Board effective 17 August 2026 under symbol BLUECLOUDS.
• ISIN INE373T01047 and total shares admitted: 92,30,81,600 Re 1 shares.
• Direct listing on NSE Main Board; BSE listing continues.
• Wider investor access and liquidity; no change in share capital or operations.
• Existing BSE listing remains active under scrip code 539607.

Financial context and strategic impact

• FY26 consolidated revenue ₹1,002 Cr; EBITDA ₹126.13 Cr; PAT ₹60.50 Cr.
• Q1 FY27 revenue ₹292.53 Cr; EBITDA ₹59.61 Cr; PAT ₹17.95 Cr.
• Dual listing expands access to capital for expansion across India, US, Africa.

Listing and financial highlights

• Equity shares admitted to NSE Main Board effective 17 August 2026; dual-listed with BSE.
• FY26 consolidated revenue ₹1,002 Cr, up 26%.
• FY26 EBITDA ₹126.13 Cr, up 78%; PAT ₹60.50 Cr, up 37%.
• Q1 FY27 revenue ₹292.53 Cr; EBITDA ₹59.61 Cr, margin 20.4%.
• Shares admitted on NSE: 92,30,81,600 equity shares.
• Expansion in Africa with GCIB Global; Ghana, Liberia and Senegal opportunities.
• FY26 and Q1 FY27 reflect platform/IP-led growth.

Meeting Details

• Board meeting scheduled for 24 August 2026 at 4:30 P.M., at the registered office, Hyderabad.

Key Agenda Items

• Consider acquisition of equity shares in a U.S. healthcare entity; due diligence and valuation required.
• Approve in-principle transaction structure and terms subject to regulatory approvals.
• Consider fund raise via preferential issue or swap; member approvals and regulatory clearances.
• Appointment of advisors incl. SEBI merchant banker and valuer for the acquisition.
• Authorize WTD/Company Secretary to conduct due diligence and finalize terms; execute definitive documents.
• Consider incidental/consequential matters related to foregoing.

Other Notes

• Trading window closed from 17 August 2026 for designated persons and relatives; remains closed 48 hours post disclosure.

Meeting Details

• Board meeting scheduled on Friday, August 14, 2026 at 4:30 p.m., location not disclosed.

Key Agenda Items

• Consider and approve the unaudited standalone and consolidated financial results for quarter ended June 30, 2026.
• Take note of the Limited Review Report issued by the statutory auditors for quarter ended June 30, 2026.
• Any other matter with the permission of the Chair.

Other Notes

• Trading window for designated persons remains closed from July 1, 2026, reopening 48 hours after results declaration.

SpaceX SOW details

• BCSSL-USA executed SOW with SpaceX International Ltd, MY for USD 150 million over 18 months.
• SOW No.1 under Master Services Agreement dated July 9, 2026.
• Engagement covers AI infrastructure, cybersecurity, telecommunications and data centre solutions.
• Minimum commitment of USD 150 million across five phases and six quarterly periods.
• Segment allocations: AI Infra USD 70m; Cybersecurity USD 25m; Telecommunications USD 25m; Data Centre USD 30m.
• Deliverables include GPU/accelerator cluster, SIEM/SOAR, NOC connectivity, and disaster-recovery capability.
• Five phases span six quarters, starting with assessment and design.
• The engagement aims to build a sovereign-grade AI compute and data-centre platform.

FY26 financial highlights

• Consolidated FY26 revenue was ₹1,002 crore, up 26% year-on-year.
• EBITDA stood at ₹126.13 crore, up 78% YoY.
• Profit after tax reached ₹60.50 crore, up 37% YoY.
• SOW issued under Master Services Agreement dated July 9, 2026.

Operational context

• US operations anchored through Blue Cloud Softech Solutions Ltd - USA.
• Engagement expands BCSSL's AI infrastructure capabilities for global clients.

Dematerialisation status

• Processed dematerialisation requests within 15 days of receipt for 01/04/2026–30/06/2026.
• The dematerialised securities are listed on the stock exchange(s).
• Physical certificates were mutilated and cancelled; depository named as registered owner in records.