Background and Context

The reclassification follows a mandatory open offer triggered by a Share Purchase Agreement (SPA) dated 17 February 2023 and a subsequent preferential allotment. The open offer was made by ITTB Software Private Limited, Janaki Yarlagadda, and Janardhana Doranala Sarma (the "Acquirers") for the acquisition of up to 3,51,00,600 equity shares, constituting 100% of the existing public shareholding of Blue Cloud Softech Solutions Limited at an offer price of Rs. 3 per share. The offer size was restricted to the total public holding as a 26% calculation of the expanded capital exceeded available shares. The open offer successfully concluded, transferring management and control to the Acquirers, who were classified as the new promoters.

The Letter of Offer dated 20 July 2023 explicitly stated the intent to reclassify the outgoing promoters upon completion of the open offer, utilizing the exemption available under Regulation 31A(10) of the SEBI LODR Regulations.

Key Quantitative Figures and Shareholding

As per the latest BENPOS dated 22.05.2026, the holdings of the outgoing promoter group entities are confirmed as nil:

  • Duranta Power Projects Private Limited: Nil shares (0% of total voting capital)
  • Newton Power Private Limited: Nil shares (0% of total voting capital)
  • Total: Nil shares (0% of total voting capital)

The company confirms it is in compliance with the minimum public shareholding requirement under Regulation 38 of SEBI LODR Regulations (at least 25%).

Conditions and Certifications

The company confirms and certifies that the outgoing promoter group entities satisfy all conditions specified in Regulation 31A(3)(b) read with Regulation 31A(10):

  • They do not hold more than ten percent of the total voting rights.
  • They do not exercise control over the company's affairs directly or indirectly.
  • They have no special rights through formal or informal arrangements.
  • They are not represented on the Board of Directors.
  • They shall not act as Key Managerial Personnel for three years from reclassification.
  • They are not wilful defaulters per RBI guidelines.
  • They are not fugitive economic offenders under the Fugitive Economic Offenders Act, 2018.

Additionally, the company certifies that:

  • The reclassification is not for achieving minimum public shareholding compliance.
  • Trading in the company's shares has not been suspended.
  • There are no outstanding dues payable to SEBI, stock exchanges, or depositories.
  • There is no pending regulatory action against the company or the outgoing promoters concerning this reclassification.

Regulatory References and Exemption

Due to the fulfillment of conditions under Regulation 31A(10), the procedural requirements ordinarily applicable under Regulation 31A(3)(a), Regulation 31A(3)(c), and relevant clauses of Regulation 31A(8) are not applicable to this reclassification.

Request and Effective Date

The company requests the exchange to take this intimation on record and update the classification of the specified entities from 'Promoter Group' to 'Public' in the shareholding pattern. The update is requested to be effective from the date of acceptance by the exchange and reflected starting from the shareholding pattern for the quarter ending 30 June 2026.

Enclosures Listed

The letter is accompanied by:

1. Letter of Offer dated 20 July 2023 detailing the intent of reclassification.

2. Post Offer Public Advertisement issued by the Manager to the Offer.

3. Declarations from each outgoing promoter confirming compliance with Regulation 31A(3)(b) conditions.