Bluspring Enterprises Ltd

Amalgamation details

• Scheme of Amalgamation filed between Bluspring NH1 and STEAG India Pvt Ltd
• Amalgamation is between the company's wholly owned subsidiary and wholly owned step-down subsidiary, subject to approvals
• Filed on August 11, 2026
• Rationale: simplify holding structure and eliminate a subsidiary layer to enable future expansion
• STEAG India turnover: ₹537.70 Crores (unaudited)
• Exempt from related party transactions under Regulation 23(5)(c) due to intra-group nature
• Share exchange ratio: 10 NH1 shares for 1 STEAG share issued to Bluspring Enterprises
• No change in listed entity's shareholding; will remove one subsidiary layer
• Amalgamation subject to regulatory approvals and compliance with law
• Transferor and Transferee area: Transferor in industrial/operating asset management; Transferee provides O&M and digital solutions for power/energy

AGM notice and access

• AGM 2nd AGM on August 31, 2026 at 03:00 PM IST via VC/OAVM
• Notice and Annual Report emailed to registered shareholders as of July 31, 2026
• Shareholders with unregistered emails can access notice and annual report via the company website
• Copies of AGM notice and annual report available on BSE/NSE and CDSL websites
• Cut-off date for remote e-voting: August 24, 2026
• Remote e-voting starts August 27, 2026 at 09:00 IST and ends August 30, 2026 at 17:00 IST
• Shareholders without registered emails should update their details with their DP/RTA

agm details

• 2nd AGM on 31 August 2026 at 03:00 P.M. IST via VC/OAVM.
• Mode: Video Conferencing/Other Audio-Visual Means (VC/OAVM).
• Cut-off for remote e-voting: 24 August 2026.
• Remote e-voting from 27 August 2026 09:00 IST to 30 August 2026 17:00 IST.

key resolutions

• Ordinary: adopt standalone financial statements for FY2025-26 with reports.
• Ordinary: adopt consolidated financial statements for FY2025-26 with auditors’ report.
• Ordinary: re-appoint Anish Thurthi as Director, retire-by-rotation.
• Special: increase borrowing powers to Rs 1,300 crore.
• Special: create charges on assets to secure borrowings up to Rs 1,300 crore.
• Special: raise investment/loan/guarantee limit to Rs 1,500 crore under Section 186.

dividend

• Dividend: board did not recommend any dividend for FY2025-26.

director changes

• Director changes: Anish Thurthi proposed for re-appointment; retirement by rotation.

auditor appointments

• Auditor updates: no auditor appointments or changes announced at the AGM.

material related party transactions

• Related party transactions: no material RPTs approved at the AGM; disclosures in notes.

other material approvals

• ESOS 2026 approved by postal ballot on 23 Apr 2026; listing approvals received on 10 Jun 2026.

Acquisition completion and subsidiary status

• BNHTPL completed acquisition of 100% paid-up share capital of LSG Sky Chefs India Private Limited.
• LSG Sky Chefs India becomes a wholly-owned step-down subsidiary of Bluspring Enterprises Limited, effective August 6, 2026.
• The transaction is not a related party; promoter group has no interest.

Business Overview

• Bluspring offers integrated FM, security, and smart infra/engineering services across diverse sectors.
• Q1 FY27 revenue mix: Facility & Food ₹520 Cr; Security ₹187 Cr; Smart Infra ₹223 Cr.

Operational Highlights

• Q1 FY27 revenue ₹930 Cr; YoY +20%, QoQ +10%.
• Facility & Food revenue ₹520 Cr, +9% YoY; QoQ flat.
• Security revenue ₹187 Cr, +25% YoY; +10% QoQ.
• Smart Infra, Energy & Engineering ₹223 Cr, +47% YoY; +42% QoQ.
• STEAG added ₹76 Cr revenue; STEAG order book over ₹5,200 Cr.
• LSG India acquisition: 100% stake; all-cash; EV ₹129 Cr; purchase ₹166 Cr.
• Cash and debt: Nil existing debt in LSG India; ₹104 Cr cash at LSG Sky Chefs.
• Impact: topline +3%; EBITDA margin +30–35 bps; ROE and EPS accretive.

Financial Performance

• Q1 FY27 revenue ex-foundit ₹930 Cr; consolidated ₹949 Cr.
• Consolidated EBITDA ₹21 Cr; margin 2.2%.
• PAT ₹16 Cr; YoY growth ~47%, QoQ ~14%.
• EPS ₹1.1; YoY ~47%, QoQ ~14%.
• ACV: Facility & Food ₹89 Cr with 40 new clients; Security ₹43 Cr with 37.
• Foundit not included in FY26 pro forma.

Acquisition & Capital Allocation

• LSG India acquisition: 100% stake; all-cash; EV ₹129 Cr; purchase ₹166 Cr.
• LSG India debt nil; LSG Sky Chefs cash ₹104 Cr.
• Expected topline uplift ~3%; EBITDA margin +30–35 bps; ROE/EPS accretive.
• Strategic rationale: diversify revenue mix; access to aviation ecosystem.

Governance & Leadership

• Board comprises 50% independent directors.
• Auditors: Deloitte and Grant Thornton; consultants KPMG, BCG, EY.
• Key investors include Ashish Dhawan and Ellipsis; 11.4% stake.

Risks

• Forward-looking statements carry risks including earnings volatility and regulatory changes.

Financial highlights

• Revenue: ₹930 Cr, +20% YoY, +10% QoQ.
• EBITDA: ₹35 Cr, +48% YoY, flat QoQ.
• EBITDA margin: 3.8%, up 72 bps YoY.
• PAT: ₹16 Cr, +47% YoY, +14% QoQ.
• Diluted EPS: ₹1.1, +45% YoY, +13% QoQ.
• Headcount: 97,000+, +12% YoY, +3% QoQ.

Segment performance

• Facilities & Food Services revenue ₹520 Cr, +9% YoY; EBITDA ₹24 Cr, margin 4.6%.
• 40 new contracts; ACV ₹89 Cr.
• Smart Infra, Energy & Engineering 2 revenue ₹223 Cr, +47% YoY; EBITDA ₹21 Cr, margin 9.3%.
• 6 new contracts; ACV ₹591 Cr.
• Security Services revenue ₹187 Cr, +25% YoY; EBITDA ₹5 Cr, margin 2.8%.
• Guard headcount up 15% YoY; total 24,900+.
• 37 new clients; ACV ₹43 Cr.
• Investments - foundit: revenue ₹19 Cr, EBITDA ₹(14) Cr; AI across 8 charters.

Strategic and operational developments

• Integration of STEAG India and planned acquisition of LSG Sky Chefs India.
• Synergy realization, deleveraging, and long-term value creation.

Financial results approved

• Unaudited standalone and consolidated financial results for Q1 ended 30 June 2026 approved.

Auditor's review

• Independent auditor's review reports issued with unmodified conclusions for standalone and consolidated results.

Acquisitions and funding

• STEAG Energy Services India Private Limited acquisition completed on 20 May 2026 for INR 1,803.03 million.
• BNHOPL secured INR 1,750 million term loan to fund STEAG acquisition.
• Proposed acquisition: LSG Sky Chefs India Private Limited at INR 1,290 million enterprise value; approvals pending.

ESOP and labour code

• Bluspring ESOP Trust established on 28 April 2026 to administer ESOP 2026.
• Labour-code impact recognised: incremental employee benefits expense of INR 230.59 million.

Other actions

• Board noted result disclosures; results to be published in newspapers.

Meeting Details

• Date and time: Saturday, 01 August 2026 at 10:30 AM IST.
• Type and mode: virtual earnings conference call.
• Event organiser: IIFL Events.
• Management participants: Executive Director & CEO, Chief Financial Officer, Head of Investor Relations.
• Purpose: discuss Q1 FY27 earnings with interactive Q&A after results.