A meeting of the Board of Directors of Blue Cloud Softech Solutions Limited was convened and held on Tuesday, 1 September 2026 at 4:30 P.M. at the company's Registered Office in Hyderabad. The meeting concluded at 5:00 P.M.
1. Proposed Acquisition of Caretech AI Inc.
The Board was apprised by management regarding a proposal for the acquisition of Caretech AI Inc. by the company through a share swap arrangement. The acquisition is subject to completion of necessary due diligence, valuation, determination of appropriate share swap/exchange ratio, and compliance with all applicable provisions of the Companies Act, 2013, SEBI Regulations, stock exchange requirements, and other applicable laws and regulations.
The valuation exercise and determination of the share swap ratio, along with other necessary transaction-related documentation and compliances, are currently under process and are expected to require approximately two to three weeks for completion.
The proposed acquisition, including the issue/allotment of equity shares pursuant to the share swap, would be subject to obtaining requisite approval from the company's shareholders as applicable.
2. Extension of Time for 35th Annual General Meeting
Considering the ongoing process of finalizing the valuation of Caretech AI Inc., share swap ratio, and other terms of the proposed acquisition, the Board determined it would be administratively and procedurally appropriate to present the acquisition for shareholder consideration and approval at the ensuing 35th Annual General Meeting rather than convening a separate Extra-Ordinary General Meeting.
The Board approved making an application to the Registrar of Companies, Telangana, seeking extension of time for convening the 35th Annual General Meeting to the extent permissible under applicable provisions of the Companies Act, 2013 and related rules. This extension would enable the company to complete the valuation exercise, finalize the share swap ratio and transaction terms, and incorporate requisite resolutions and explanatory statements relating to the proposed acquisition in the AGM Notice.
The Board authorized the Company Secretary to prepare, sign, and submit the necessary application, documents, and explanations to the Registrar of Companies and take all further necessary actions.
3. Approval of Notice of 35th Annual General Meeting
The Board decided that the Notice of the 35th Annual General Meeting, together with the Board's Report, Corporate Governance Report, Management Discussion and Analysis Report, and other accompanying documents, will be finalized after completion of the valuation exercise and determination of the share swap ratio and other relevant terms of the proposed acquisition.
The Board authorized the Company Secretary/Managing Director/CEO to incorporate the requisite agenda item/resolution relating to the proposed acquisition of Caretech AI Inc., including the proposed issue/allotment of equity shares via share swap, subject to receipt of the final valuation report, determination of the swap ratio, and completion of applicable regulatory and statutory requirements.
4. Appointment of Scrutinizer
The Board approved the appointment of Mrs. Sarada Putcha, Company Secretary in Practice, as the Scrutinizer for conducting the remote e-voting/e-voting process at the ensuing 35th Annual General Meeting, subject to finalization of the AGM date.
5. Authorizations
The Board authorized the Company Secretary to make necessary intimations, filings, and submissions with BSE Limited, Registrar of Companies Telangana, and other statutory/regulatory authorities as required, and to perform all acts necessary to give effect to the Board's decisions.