Blue Cloud Softech Solutions Limited disclosed the outcome of its Board of Directors meeting held on 24 August 2026, which commenced at 4:30 PM and concluded at 4:45 PM.

The Board granted in-principle approval to evaluate and negotiate the proposed acquisition of up to 100% of the equity of CareTech AI Inc., a company incorporated in the United States, together with its wholly owned subsidiaries CareCareer Tech LLC and Envision NJ LLC (collectively referred to as the "Target Group").

The consideration for the acquisition is proposed to be discharged by way of a share swap through a preferential allotment of equity shares of the Company in accordance with Chapter V of the SEBI (ICDR) Regulations, 2018. The approval is subject to satisfactory due diligence, independent valuation, a fairness opinion, definitive agreements, and all corporate, shareholder, stock exchange, and regulatory approvals.

The Board authorized the appointment of a SEBI-registered valuer, a merchant banker, and due diligence advisors. It also constituted a committee of the Board to negotiate a non-binding term sheet and oversee the diligence process.

Target Company Profile

CareTech AI Inc. is a US-based AI-first healthcare technology and services company operating through two wholly owned subsidiaries:

  • CareCareer Tech LLC: Operates an AI-enabled healthcare workforce platform serving acute, post-acute, behavioural health, school, and correctional healthcare systems in the United States
  • Envision NJ LLC: Provides enterprise automation and orchestration solutions

The company's technology platform includes four divisions: Remote Healthcare Management, Healthcare Support & Services, Longevity Center Technology, and AI-Diagnostic Center Solutions.

Operational Scale (as indicated by Target Group management)

  • 5,000+ clinical strength across 30+ categories (RNs, physicians, nurse practitioners)
  • 490+ active client sites across six connected care segments nationwide
  • 80+ government contracts including state and federal correctional healthcare programs
  • Client network spans acute care hospitals (330+), post-acute and senior care (100+), corrections and government healthcare (30+), including a statewide relationship with the California Department of Corrections and Rehabilitation covering 31 institutions

Financial Profile (as indicated by Target Group management)

  • Revenue approximately US$80.2 million for calendar year 2025 (consolidated, full year)
  • Revenue approximately US$67.7 million for the seven months ended 31 July 2026 (interim)
  • Revenue approximately US$116 million estimated for full calendar year 2026 (management estimate)

These figures are subject to independent verification in due diligence, and CPA-reviewed financial statements for 2024 and 2025 are to be furnished to Blue Cloud and its advisors.

Strategic Rationale

The acquisition aims to combine Blue Cloud's AI platforms (BluHealth, AccessGenie, Blura SAGA, BioSter) with CareTech AI's established US clinical distribution channel. Key strategic benefits identified:

  • Immediate deployment channel for BluHealth through CareTech's existing contracts and workforce of 5,000+ clinicians
  • Access to US clinical workflows, credentialing data, and clinician feedback within HIPAA boundaries
  • Recurring, multi-year government and institutional revenue in US dollars
  • US healthcare contracting credentials and compliance history that serve as barriers to entry
  • Technology transfer opportunities to Blue Cloud's national digital health programs in Africa and India

Integration Timeline (Indicative)

  • Closing to month 6: Integration of BluHealth into CareCareer clinician app; pilot deployments in 2-3 correctional and post-acute sites
  • Months 6-12: Roll-out across CDCR relationship and top twenty client accounts; AI credentialing implementation
  • Months 12-24: Launch of Remote Healthcare Management and AI-Diagnostic offerings; expansion to Africa and India programs

Current Status and Conditions

No letter of intent, term sheet, or binding agreement has been executed. The consideration and the number of equity shares proposed to be allotted have not been determined and will follow the report of the SEBI-registered valuer and the pricing provisions of the SEBI ICDR Regulations.

None of the promoters, members of the promoter group, directors, or key managerial personnel of the Company, or their relatives, holds any interest in the Target Group, and the proposed transaction does not constitute a related party transaction. This position will be reconfirmed based on the Target Group's capitalisation records before definitive agreements.

Detailed disclosures prescribed under the SEBI Master Circular for material events will be made upon approval of definitive terms by the Board. An investor presentation on the proposed transaction has been made available on the Company's website.