Blue Cloud Softech Solutions Ltd.
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To:

Date: 28th May 2026

BSE Limited
Department of Corporate Services
First Floor, P.J. Towers
Dalal Street, Fort
Mumbai – 400 001

Scrip Code: 539607

Subject: Intimation of Reclassification of Outgoing Promoter Group to the ‘Public’ category pursuant to Regulation 31A(10) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI LODR Regulations”).

Reference: Open Offer made under the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (“SEBI SAST Regulations”), which concluded on 25 August 2023.

Dear Sir / Madam,

This is in reference to the open offer made by ITTB Software Private Limited, Janaki Yarlagadda and Janardhana Doranala Sarma (collectively, the “Acquirers”) under the SEBI (SAST) Regulations for the acquisition of equity shares of Rs. 2/- each of Blue Cloud Softech Solutions Limited (the “Company” or “Target Company”), which successfully concluded on 25th August 2023.

The open offer was for the acquisition of 3,51,00,600 equity shares of Rs. 2/- each, constituting 100% of the existing public shareholding of the Target Company. While 26% of the expanded share capital (considering all potential increases in the number of outstanding shares) was computed at 5,67,16,608 equity shares, the offer size was restricted to the total existing public shareholding of 3,51,00,600 equity shares, as the 26% threshold exceeded the available public holding.

Pursuant to the execution of the Share Purchase Agreement dated 17 February 2023 (the “SPA”) and the subsequent completion of the Open Offer, the management and control of the Target Company stood transferred to the Acquirers. The Acquirers were, accordingly, classified as the new Promoters of the Target Company.

As explicitly disclosed in the Letter of Offer dated 20 July 2023 issued by the Manager to the Offer on behalf of the Acquirers, the outgoing promoter group were to be reclassified to the ‘Public’ category upon completion of the Open Offer, utilising the exemption available under Regulation 31A(10) of the SEBI LODR Regulations.

Blue Cloud Softech Solutions Limited
Regd. Off: Plot No 38, 5th Floor, N
Heights, Siddiq Nagar, Hitech City,
Madhapur, Hyderabad, Telangana-500081
P: +91 84660 22022
E: [email protected]
www.bluecloudsoftech.com
CIN: L72200TG1991PLC013135

Blue Cloud Softech Solutions Ltd.
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The Company has continued to disclose the names of the outgoing promoter group in the quarterly shareholding pattern filings, reflecting their nil holdings, and now wishes to formally complete the reclassification process. The Company confirms that the conditions specified in Regulation 31A(3)(b) read with Regulation 31A(10) of the SEBI LODR Regulations continue to be satisfied as of the date of this intimation.

In this regard, we hereby confirm that the following outgoing promoter group entities satisfy all the conditions specified in Regulation 31A(3)(b) read with Regulation 31A(10) of the SEBI LODR Regulations:

S. No.	Name of the Outgoing Promoter Group	Category	No. of Shares Held as on Latest BENPOS Dated: 22.05.2026	% of Total Voting Capital
1	Duranta Power Projects Private Limited	Promoter Group	Nil	Nil
2	Newton Power Private Limited	Promoter Group	Nil	Nil
	Total		Nil	Nil

We further confirm and certify, in respect of each of the aforementioned outgoing promoter group entities, that they:

do not, individually or together, hold more than ten per cent of the total voting rights in the Target Company;
do not exercise control over the affairs of the Target Company, directly or indirectly, in any manner whatsoever;
do not have any special rights with respect to the Target Company through formal or informal arrangements, including any shareholders' agreement;
are not represented on the Board of Directors of the Target Company, including as a nominee director;
shall not act as a Key Managerial Personnel in the Target Company for a period of three years from the date of this reclassification;
are not 'wilful defaulters' as per the guidelines issued by the Reserve Bank of India; and
are not 'fugitive economic offenders' as defined under the Fugitive Economic Offenders Act, 2018.

Blue Cloud Softech Solutions Ltd.
Think Big | AI-First

In addition, the Company hereby certifies that:

the Company is in compliance with the requirement of minimum public shareholding under Regulation 38 of the SEBI LODR Regulations, and the proposed reclassification is not being initiated for the purpose of achieving compliance with the minimum public shareholding norms;
trading in the equity shares of the Company has not been suspended by any stock exchange;
there are no outstanding dues payable by the Company to the Securities and Exchange Board of India, the stock exchanges, or the depositories; and
there is no pending regulatory action against the Company or against any of the outgoing promoters / promoter group entities listed above in respect of the proposed reclassification.

Accordingly, in light of the foregoing, the procedural requirements ordinarily applicable under Regulation 31A(3)(a), Regulation 31A(3)(c), and the relevant clauses of Regulation 31A(8) of the SEBI LODR Regulations are not applicable to the present reclassification, by virtue of the exemption available under Regulation 31A(10) thereof.

We accordingly request you to kindly take this intimation on record and to update the classification of the aforementioned outgoing promoter group entities from the 'Promoter Group' category to the 'Public' category in the shareholding pattern of the Company, with effect from the date of acceptance by the Exchange, and to be reflected in the shareholding pattern of the Company for the quarter ended 30 June 2026 and thereafter.

Thanking you,

Yours faithfully,

For Blue Cloud Softech Solutions Limited

BOLLIKONDA
VINOD BABU
Digitally signed by
BOLLIKONDA VINOD
BABU
Date: 2026.01.16
18:06:56 +07:30

Vinod Babu Bollikonda
Managing Director
DIN: 02015043

Enclosures:

Letter of Offer dated 20 July 2023, detailing the intent of reclassification.
Post Offer Public Advertisement issued by the Manager to the Offer.
Declarations from each of the outgoing, confirming compliance with the conditions specified in Regulation 31A(3)(b) of the SEBI LODR Regulations.

LETTER OF OFFER

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

This Letter of Offer is sent to you as a public equity shareholder(s) of Blue Cloud Softech Solutions Limited. If you require any clarification about action to be taken, you may consult your stockbroker or investment consultant or Manager to the Offer or Registrar to the Offer. In case you have recently sold your equity shares in Blue Cloud Softech Solutions Limited, please hand over this Letter of Offer and the accompanying Form of Acceptance-cum-acknowledgement to the member of the stock exchange through whom the said sale was effected.

| OPEN OFFER (“Offer”)
BY
ITTB SOFTWARE PRIVATE LIMITED
CIN: U72900TG2022PTC164497
Having registered office at Plot.no:19, Sanali Spazio, Software Units layout, Cyber Tower Area,
Madhapur, Hyderabad- 500081, Telangana, India
(hereinafter referred to as “Acquirer 1”)
And
JANAKI YARLAGADDA
residing at Flat No C-408, Jayabheri Orage Country, Financial District, Gachibowli, K.V. Rangareddy, Telangana- 500032, India,(Indian Residence) & US
residence at 12 Dylan Way , Edison, NJ 08820-1963, USA (US Residence)
Tel-+91 9100193333
(hereinafter referred to as “Acquirer 2”)
And
JANARDHANA DORANALA SARMA
residing at D-602, Lodha Meridian, 5th Phase, RTO Office, KPHB Colony, Kukatpally,
Medchal- Malkajgiri, Telangana-500072, India Tel-+91 9381405603
(hereinafter referred to as “Acquirer 3”)
(hereinafter collectively referred to as “Acquirers”)
TO ACQUIRE
Upto 3,51,00,600 Equity Shares of Rs. 2/- each at an Offer Price per equity share of Rs. 3 /- each payable in cash, representing 26% of the Emerging fully diluted voting Equity share capital of Blue Cloud Softech Solutions Limited as of the 10^{th} working day from the closure of the tendering period of the open offer, but restricted to 100% of the existing public shareholding, pursuant to Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 and subsequent amendments thereof, from the public shareholders.
OF
BLUE CLOUD SOFTECH SOLUTIONS LIMITED
(hereinafter referred to as “Target Company”)
Registered Office: “1-2-286, Domalguda, Hyderabad-500029, India ”
Corporate Identification Number (CIN): L72200TG1991PLC013135, Tel: 040-23326666 / 8019658999;
Email: [email protected]; Website: www.bluecloudsoftech.com
Public Shareholders hold 3,51,00,600 Shares. However, 26% of the expanded capital (considering all the potential increases in the number of outstanding shares) is 5,67,16,608 which exceeds the existing public holding, hence restricted to total public holding i.e., 3,51,00,600. | |
| --- | --- |
| Please Note:
• This Offer is being made by the Acquirers pursuant to regulation 3(1) & 4 of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 and subsequent amendments thereto (“SEBI SAST Regulations”) for substantial acquisition of shares/ voting rights accompanied with change in control and management of the Target Company.
• This Offer is not conditional upon any minimum level of acceptance in terms of Regulation 19(1) of SEBI SAST Regulations, 2011.
• To the best of the knowledge of the Acquirers, there are no statutory approvals required for the purpose of this Offer except approval of BSE (Stock Exchange) and Shareholders approval for the Preferential issue of Equity Shares. If any statutory approvals become applicable prior to the completion of the Offer, the Offer would also be subject to such statutory approvals.
• If there is any upward revision in the Offer Price/Size at any time prior to the commencement of the last one working day before the commencement of the tendering period in terms of the SEBI SAST Regulations the same would also be informed by way of a Public Announcement in the same newspapers where the original Detailed Public Statement had appeared. If the Offer is withdrawn pursuant to regulation 23, the same would be communicated within two (2) working days by an Announcement in the same newspapers in which the Detailed Public Statement had appeared.
• This Offer is not a competing bid.
• If there are competing bid, the public offers under all the subsisting bids shall open and close on the same date. As per the information available with the Acquirers / Target Company, no competitive bid has been announced as of the date of this Letter of Offer.
• The Public Announcement, Detailed Public Statement, Draft Letter of Offer and this Letter of Offer (including Form of Acceptance cum Acknowledgment) are also available on the website of Securities and Exchange Board of India (“SEBI”) at www.sebi.gov.in | |
| MANAGER TO THE OFFER | REGISTRAR TO THE OFFER |
| | |
| Finshore Management Services Limited,
Anandlok Block A, Room-207,
227, AJC Bose Road,
Kolkata-700020
Tel: 91-033-22895101/9831020743
Website: www.finshoregroup.com
Investor Grievance email id : [email protected]
Contact Person: Mr. S Ramakrishna Iyengar
SEBI Registration No: INM000012185
CIN No: U74900WB2011PLC169377 | Aarthi Consultants Private Limited,
1-2-285, Domalguda, Hyderabad-500029, Telangana,India
Tel. : 040-27638111/27634445
Website: www.aarthiconsultants.com
Investor Grievance email id: [email protected]
Contact Person: G. Bhaskara Murthy
SEBI Registration No: INR000000379
CIN No: U74140TG1992PTC014044 |
| OFFER OPENS ON: Wednesday, 2^{nd} August, 2023 | OFFER CLOSES ON: Wednesday, 16^{th} August, 2023 |

BOLLIKONDA
VINOD BABU
Digitally signed by
BOLLIKONDA VINOD
BABU
Date: 2026.05.28 18:07:22
<05'30'

SCHEDULE OF THE MAJOR ACTIVITIES OF THE OFFER

Nature of the Activity	Original Schedule of Activities (as disclosed in the Draft Letter of Offer)		Revised Schedule of Activities
	Date	Day	Date	Day
Date of Public Announcement	17th February, 2023	Friday	17th February, 2023	Friday
Publication of Detailed Public Statement in newspapers	24th February, 2023	Friday	24th February, 2023	Friday
Last date for filing of draft letter of offer with SEBI along with soft copies of Public Announcement and detailed Public Statement	03rd March,2023	Friday	03rd March,2023	Friday
Last date for a competing offer	20th March,2023	Monday	20th March,2023	Monday
Last date for receipt of comments from SEBI on the draft Letter of Offer (in the event SEBI has not sought clarification or additional information from the Manager to the Offer)	28th March,2023	Tuesday	17th July, 2023**	Monday
Identified Date*	31st March,2023	Friday	19th July, 2023	Wednesday
Last date for dispatch of the Letter of Offer to the public shareholders of the Target Company as on the identified Date	11th April,2023	Tuesday	26th July, 2023	Wednesday
Last date for upward revision of the Offer Price and / or the Offer Size	17th April,2023	Monday	31st July, 2023	Monday
Last date by which the recommendation of the committee of independent directors of the Target Company will be published.	13th April,2023	Thursday	28th July, 2023	Friday
Date of public announcement for opening of the Offer in the newspapers where the DPS has been published.	18th April,2023	Tuesday	1st August, 2023	Tuesday
Date of Commencement of tendering period	19th April,2023	Wednesday	2nd August, 2023	Wednesday
Date of Closing of tendering period	03rd May,2023	Wednesday	16th August, 2023	Wednesday
Last date of communicating rejection/acceptance and payment of consideration for accepted tenders/return of unaccepted Equity Shares.	18th May,2023	Thursday	30th August, 2023	Wednesday

() Identified date is only for the purpose of determining the names of the shareholders as on such date to whom the Letter of Offer would be sent. All shareholders (registered or unregistered) of equity shares of the Target Company (except Acquirers and Sellers) are eligible to participate in the Offer any time before the closure of the Offer.
(*) Actual date of receipt of SEBI Comments.

RISK FACTORS

The risk factors set forth below pertain to the underlying transaction, this Open Offer and are not intended to be a complete analysis of all risks in relation to this Open Offer or in association with the Acquirers or the Target Company, but are only indicative. The risk factors set forth below do not relate to the present or future business or operations of the Target Company and any other related matters. These are neither exhaustive nor intended to constitute a complete analysis of the risks involved in participation or otherwise by a Public Shareholder in this Open Offer, but are merely indicative. Public Shareholders are advised to consult their stock brokers, tax advisers and/ or investment advisers/consultants, for analyzing all the risks with respect to their participation in this Open Offer.

Relating to the Transaction and Open Offer:

a. On 17th February, 2023, the Board of Directors of Target Company in its meeting considered and approved the preferential allotment of 16,00,40,000 (Sixteen Crore Forty Thousand) equity shares at a price of Rs.3/- per equity share, wherein Blue cloud is purchasing 4,00,10,000 shares of IT Corpz INC in lieu of issuance of 16,00,40,000 Equity Shares by way of share swap to Mrs. Janaki Yarlagadda (Acquirer 2) (6,00,15,000 Equity Shares), Yas Takafull P.J.S.C. (5,00,12,500 Equity Shares) and Bluesky Capital Fund SPC (5,00,12,500 Equity Shares). The preferential issue made to Yas Takafull P.J.S.C and Bluesky Capital Fund SPC will be in the capacity of public shareholders of Blue cloud.

b. The Acquirers have also entered into the SPA on 17th February, 2023 with the sellers and Target Company, wherein it is proposed that the Acquirers shall purchase 1,41,92,200 fully paid up Equity Shares of face value Rs.2/- each, which constitutes 6.51% of the Expanded, issued, subscribed, paid-up and voting share capital. The said sale is proposed to be executed at a price of Rs. 3/- (Rupees Three) per fully paid-up equity share ("Negotiated Price") aggregating to Rs. 4,25,76,600 (Four Crores Twenty Five Lakhs Seventy Six Thousand Six Hundred Only) ("Purchase Consideration") payable in cash. Pursuant, to which the acquirers have triggered the obligation to make an Open Offer in terms of Regulation 3(1) and 4 of the SEBI SAST Regulations to the Shareholders of the target Company.

These SPA shares will be acquired in the following proportion by the Acquirers:

a) ITTB Software Private Limited - 7,09,610 Equity Shares
b) Mrs. Janaki Yarlagadda - 1,27,72,980 Equity Shares
c) Mr. Janardhana Doranala Sarma - 7,09,610 Equity Shares

c. To the best of the knowledge and belief of the Acquirers, no statutory or regulatory approvals are required by the Acquirers to complete this Open Offer except approval of BSE (Stock Exchange) and Shareholder's approval for the Preferential issue of Equity Shares. However, in case of any statutory or regulatory approvals being required by the Acquirers at a later date, this Open Offer shall be subject to such approvals and the Acquirers shall make the necessary applications for such approvals. In case of delay in receipt of any such statutory or regulatory approvals, as per Regulation 18(11) and 18(11A) of the SEBI SAST Regulations, SEBI may, if satisfied, that non-receipt of such approvals was not attributable to any willful default, failure or neglect on the part of the Acquirers to diligently pursue such approvals, grant an extension of time for the purpose of completion of this Open Offer, subject to the Acquirers agreeing to pay interest to the Public Shareholders for delay beyond 10th Working Day from the date of Closure of Tendering Period, at such rate as may be specified by SEBI. Where the statutory or regulatory approvals extend to some but not all the Public Shareholders, the Acquirers shall have the option to make payment of the consideration to such Public Shareholders in respect of whom no statutory or regulatory approvals are required in order to complete this Offer in respect of such Public Shareholders.

d. The acquisition of the Offer Shares from NRIs and erstwhile OCBs is subject to the approval or exemption from the RBI. Where any such statutory or regulatory approval or exemption extends to some but not all of the Public Shareholders, the Acquirers shall have the option to make payment to such Public Shareholders in respect of whom no statutory or regulatory approvals or exemptions are required in

order to complete this Offer. Notwithstanding the RBI approval sought by the Acquirers, any NRIs and OCBs may also choose to apply for all requisite approvals required to tender their respective Offer Shares and submit such approvals along with the Form of Acceptance-cum-Acknowledgement and other documents required to accept this Offer.

e. In the event that either (a) the statutory or regulatory approvals, if any required, are not received in a timely manner (b) there is any order of a governmental authority or litigation leading to a stay/injunction on the Open Offer or that restricts/restrains the Acquirers from performing its obligations hereunder, or (c) SEBI instructing the Acquirers not to proceed with the Open Offer, then the Open Offer process may be delayed beyond the schedule of activities indicated in this Letter of Offer. Consequently, the payment of consideration to the Public Shareholders of Target Company, whose Equity Shares have been accepted in the Open Offer as well as the return of Equity Shares not accepted by the Acquirers in the Open Offer, may be delayed.

f. Public Shareholders who have lodged their acceptance to this Open Offer shall not be entitled to withdraw such acceptance during the Tendering Period, even if the acceptance of the Equity Shares in this Open Offer and dispatch of consideration are delayed.

g. The Equity Shares tendered in the Offer and documents will be held in the pool account of the broker/ in trust by the Clearing Corporation/Registrar to the Offer, till the process of acceptance of tenders and the payment of consideration is completed. The Public Shareholders will not be able to trade in such Equity Shares during such period. During such period, there may be fluctuations in the market price of the Equity Shares. The Acquirers makes no assurance with respect to the market price of the Equity Shares both during the period that the Offer is open and upon completion of the Offer and disclaims any responsibility with respect to any decision by the Public Shareholders on whether or not to participate in the Offer.

h. In the case of the number of Equity Shares validly tendered by the Public Shareholders under this Offer is more than the number of Offer Shares, acceptance will be determined by the Acquirers in consultation with the Manager to the Offer, on a proportionate basis and hence there is no certainty that all the Equity Shares tendered by the Public Shareholders in this Open Offer will be accepted.

i. This Letter of Offer has not been filed, registered or approved in any jurisdiction outside India. Recipients of this Letter of Offer resident in jurisdictions outside India should inform themselves of and observe any applicable legal requirements. This Open Offer is not directed towards any person or entity in any jurisdiction or country where the same would be contrary to the applicable laws or regulations or would subject the Acquirers or the Manager to the Offer to any new or additional registration requirements. This is not an offer for sale, or a solicitation of an offer to buy in the United States of America and cannot be accepted by any means or instrumentality from within the United States of America.

j. Public Shareholders are advised to consult their respective stockbroker, legal, financial, tax, investment or other advisors and consultants of their choosing, if any, for assessing the tax liability pursuant to this Open Offer, or in respect of other aspects such as the treatment that may be given by their respective assessing officers in their case and further risks with respect to their participation in the Open Offer, and related transfer of Equity Shares to the Acquirers, and the appropriate course of action that they should take. The Acquirers and the Manager to the Offer do not accept any responsibility for the accuracy or otherwise of the tax provisions set forth in this Letter of Offer, and all shareholders should independently consult their respective tax advisors.

k. The Acquirers and the Manager to the Offer accept no responsibility for statements made otherwise than in the PA, the DPS, and this Letter of Offer or in any advertisement or any materials issued by or at the instance of the Acquirers. Any persons placing reliance on any other source of information (not released by the Acquirers or the Manager to the Offer) will be doing so at his/her/their own risk.

l. This Offer is subject to completion risks as would be applicable to similar transactions.

Relating to the Acquirers:

a. The Acquirers and Manager to the Offer makes no assurances with respect to their investment/divestment decisions relating to their proposed shareholding in the Target Company.

b. The Acquirers and Manager to the Offer makes no assurances with respect to the continuation of the past trend in the financial performance or the future performance of the Target Company.

c. The Acquirers and Manager to the Offer makes no assurances with respect to the market price of the Equity Shares before, during or after the Offer and expressly disclaims any responsibility or obligation of any kind (except as required under applicable law) with respect to any decision by any Public Shareholder on whether to participate or not to participate in the Offer.

d. If the public shareholding in the Target Company falls below the prescribed minimum level required for continued listing as a result of the Open Offer and/or the underlying transaction, the Acquirers are required to take appropriate action in compliance with applicable securities laws in India to ensure compliance with the conditions of the SCRR and the SEBI LODR Regulations. Any failure to do so could have an adverse effect on the price of the Equity Shares of the Target Company.

e. For the purpose of disclosures in the PA or DPS or Draft Letter of Offer or this Letter of Offer in relation the Target Company and/or the Sellers, the Acquirers have relied on the information published or provided by the Target Company and/or the Sellers, as the case may be, or publicly available sources and have not independently verified the accuracy of details of the Target Company and/or the Sellers. The Acquirers does not accept any responsibility with respect to any misstatement by the Target Company and/or the Sellers in relation to such information.

THE RISK FACTORS SET FORTH ABOVE ARE NOT A COMPLETE ANALYSIS OF ALL RISKS IN RELATION TO THE UNDERLYING TRANSACTION, THE OFFER OR IN ASSOCIATION WITH THE ACQUIRERS AND ARE ONLY INDICATIVE IN NATURE.

Currency of Presentation:

a. In this Letter of Offer, all references to "Rs." / "Rupees"/ "INR"/ "2" are references to Indian Rupee(s), the official currency of India.

b. In this Letter of Offer, any discrepancy in any table between the total and sums of the amounts listed are due to rounding off and/or regrouping.

TABLE OF CONTENTS

Sr. No.	Particulars	Page No.
1	DEFINITIONS AND ABBREVIATIONS	7
2	DISCLAIMER CLAUSE	10
3	DETAILS OF THE OFFER	11
4	BACKGROUND OF THE ACQUIRERS	13
5	BACKGROUND OF THE TARGET COMPANY	17
6	OFFER PRICE AND FINANCIAL ARRANGEMENTS	22
7	TERMS AND CONDITIONS OF THE OFFER	24
8	PROCEDURE FOR ACCEPTANCE AND SETTLEMENT	26
9	DOCUMENTS FOR INSPECTION	31
10	DECLARATION BY THE ACQUIRERS	32

1. DEFINITIONS AND ABBREVIATIONS

Term	Definition/Abbreviation
Acquirers or The Acquirers	ITTB Software Private Limited, Mrs. Janaki Yarlagadda and Mr. Janardhana Doranala Sarma
Blue Cloud Softech Solutions Limited/Blue cloud /Target Company	A company incorporated under the Companies Act, 1956 and having its registered office at “1-2-286, Domalguda, Hyderabad-500029, India”
Board of Directors	The Board of Directors of the Target Company
Book Value	Book Value of each Equity Share as on the date referred to
BSE	BSE Limited
Buying Broker	Stock broker appointed by the Acquirers for the purpose of this Open Offer i.e. Nikunj Stock Brokers Limited, having registered office at A-92 , GF, Kamla Nagar, Delhi -110007
CDSL	Central Depository Services (India) Limited
Closure of Tendering Period	The day on which the tendering by the public share holders closes
CIN	Corporate Identification Number
Companies Act	The Companies Act, 1956, as amended and the Companies Act, 2013, as amended, as the case may be
Clearing Corporation	Clearing Corporation of Stock Exchanges
Detailed Public Statement or DPS	Detailed Public Statement of the Open Offer made by the Acquirers, which appeared in the newspapers as mentioned in para 3.2.2
Depositories	CDSL and NSDL
DIN	Director Identification Number
DP	Depository Participant
Letter of Offer/LOF	This Letter of Offer dated 20th July,2023
Eligible Person(s) / Eligible Shareholder(s) for the Offer/Public Shareholders	All shareholders / beneficial owners (registered or otherwise) of the shares of the Target Company except the Acquirers and the Sellers. All the owners (registered or unregistered) of the Equity Shares of the Target Company
EPS	Earnings per Equity Share
Escrow Account	The account opened with Escrow Bank under the name and title “FMSL BLUECLOUDS OPEN OFFER ESCROW ACCOUNT” bearing Account No. 2347217608
Escrow Agreement	Escrow Agreement dated 17th February,2023, entered amongst the Acquirers, Escrow Bank and Manager to the Offer.
Escrow Bank	Kotak Mahindra Bank Limited
Equity Shares	Fully paid-up equity share of the Target Company of face value Rs.2/- each
Expanded capital/Emerging fully diluted voting Equity share capital/Emerging Voting Capital	The total shares of the Target Company as of the 10th Working day from the closure of tendering period after considering all the potential increases in the number of outstanding shares during the offer period contemplated as of the date of the public announcement
FEMA	Foreign Exchange Management Act, 1999, as amended from time to time.
FII	Foreign Institutional Investor registered with SEBI
Finshore/FMSL/Manager to the Offer/MB/Merchant Banker	Finshore Management Services Limited, the Merchant Banker appointed by the Acquirers pursuant to Regulation 12 of the SEBI SAST Regulations, 2011 having registered office at Anandlok Block A, Room-207, 227, AJC Bose Road, Kolkata-700020
Form of Acceptance/FOA	Form of Acceptance cum Acknowledgement
FY	Financial Year
Identified Date	The date, falling on the 10thWorking Day prior to the commencement of the Tendering Period, for the purpose of determining the names of shareholders as on such date to whom the Letter of Offer will be sent.
Income Tax Act	The Income Tax Act, 1961 as amended.

KYC	Know Your Client
Listing Agreement	Equity Listing Agreement with each of the stock exchanges in India, as amended from time to time.
NAV	Net Asset Value per Equity Share
Negotiated Price	Rs. 3/- (Rupees Three only) per fully paid-up Equity Share of face value of Rs.2/- each.
NRIs	Non-Resident Indians and Persons of Indian origin residing abroad
NSDL	National Securities Depository Limited
Offer /Open Offer	This Open Offer, being made by the Acquirers to the public shareholders of the Target Company, to acquire up to 3,51,00,600* fully paid up equity shares of face value of Rs. 2/-each, constituting 100% of the existing public shareholding of the Target Company.
*Public Shareholders hold 3,51,00,600 Shares. However, 26% of the expanded capital (considering all the potential increases in the number of outstanding shares) is 5,67,16,608 which exceeds the public holding, hence restricted to total public holding i.e., 3,51,00,600.
Offer Price	Rs.3/- (Rupees Three only) per fully paid-up equity share of Rs.2/- each.
Offer Period	Period from the date of Public Announcement to make Open offer to the date on which the payment of consideration to the shareholders whose Equity Shares are accepted in this Open Offer, is made, or the date on which this Open Offer is withdrawn, as the case may be.
PA /Public Announcement	Public Announcement of the Open Offer issued by the Manager to the Offer, on behalf of the Acquirers on 17^{th} February,2023.
PAN	Permanent Account Number
PAT	Profit after Tax
PBDIT	Profit Before Depreciation, Interest and Tax
PBT	Profit Before Tax
Promoters	V Sambasiva Rao, Venkatarama Rao Boinepally, Malipeddi Chinna and Ravi Kumar Bogha
Public Shareholders	All equity shareholders of the Target Company other than members of the Promoter and Promoter Group of the Target Company.
RBI	Reserve Bank of India.
Registrar/ Registrar to the Offer	Aarthi Consultants Private Limited
Regulations / SEBI SAST Regulations, 2011/ SEBI SAST Regulations/ SAST Regulations/ Takeover Code	Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 and subsequent amendments thereof.
Rs. Or Rupees or INR or ₹	Indian Rupees.
RTGS	Real Time Gross Settlement.
SCRR	Securities Contract (Regulations) Rules, 1957 and subsequent amendments thereto.
SEBI	Securities and Exchange Board of India
SEBI Act	Securities and Exchange Board of India Act, 1992 and subsequent amendments thereto.
SEBI LODR Regulations	Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, and subsequent amendments thereof
SEBI SAST Regulations	Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, and subsequent amendments thereof
Selling Broker	Respective stock brokers of all Shareholders who desire to tender their Equity Shares under the Open Offer

Stock Exchange	BSE Limited
Tendering period	Period within which shareholders may tender their shares in acceptance of this open offer i.e. from 2^{nd} August, 2023 to 16^{th} August, 2023.
TRS	Transaction Registration Slips
Working Day	A working day of SEBI, as defined in the SEBI SAST Regulations

Note: All terms beginning with a capital letter used in this Letter of Offer, but not otherwise defined herein, shall have the meaning ascribed thereto in the SEBI SAST Regulations unless specified.

2. DISCLAIMER CLAUSE

"IT IS TO BE DISTINCTLY UNDERSTOOD THAT FILING OF LETTER OF OFFER WITH SEBI SHOULD NOT, IN ANY WAY, BE DEEMED OR CONSTRUED THAT THE SAME HAS BEEN CLEARED, VETTED OR APPROVED BY SEBI. THE LETTER OF OFFER HAS BEEN SUBMITTED TO SEBI FOR A LIMITED PURPOSE OF OVERSEEING WHETHER THE DISLOSURES CONTAINED THEREIN ARE GENERALLY ADEQUATE AND ARE IN CONFORMITY WITH THE SEBI SAST REGULATIONS. THIS REQUIREMENT IS TO FACILITATE PUBLIC SHAREHOLDERS OF BLUE CLOUD SOFTECH SOLUTIONS LIMITED TO TAKE AN INFORMED DECISION WITH REGARD TO THE OFFER. SEBI DOES NOT TAKE ANY RESPONSIBILITY EITHER FOR FINANCIAL SOUNDNESS OF THE ACQUIRERS OR FOR THE COMPANY WHOSE SHARES/CONTROL IS PROPOSED TO BE ACQUIRED OR FOR THE CORRECTNESS OF THE STATEMENTS MADE OR OPINIONS EXPRESSED IN THE LETTER OF OFFER. IT SHOULD ALSO BE CLEARLY UNDERSTOOD THAT WHILE ACQUIRERS PRIMARILY RESPONSIBLE FOR THE CORRECTNESS, ADEQUACY AND DISCLOSURE OF ALL RELEVANT INFORMATION IN THIS LETTER OF OFFER, THE MANAGER TO THE OFFER IS EXPECTED TO EXERCISE DUE DILIGENCE TO ENSURE THAT THE ACQUIRERS DULY DISCHARGES ITS RESPONSIBILITY ADEQUATELY. IN THIS BEHALF, AND TOWARDS THIS PURPOSE, THE MANAGER TO THE OFFER, FINSHORE MANAGEMENT SERVICES LIMITED HAS SUBMITTED A DUE DILIGENCE CERTIFICATE DATED 02ND MARCH,2023 TO SEBI IN ACCORDANCE WITH THE SEBI (SUBSTANTIAL ACQUISITION OF SHARES AND TAKEOVERS) REGULATIONS, 2011 AND SUBSEQUENT AMENDMENT(S) THEREOF. THE FILING OF THE LETTER OF OFFER DOES NOT, HOWEVER, ABSOLVE THE ACQUIRERS FROM THE REQUIREMENT OF OBTAINING SUCH STATUTORY CLEARANCES AS MAY BE REQUIRED FOR THE PURPOSE OF THE OFFER."

3. DETAILS OF THE OFFER

3.1 Background to the Offer

3.1.1 This mandatory offer (the "Offer" or "Open Offer") is being made by the Acquirers to the equity shareholders of Blue Cloud Softech Solutions Limited in compliance with Regulations 3(1) and 4 of SEBI (SAST) Regulations pursuant to allotment of 16,00,40,000 Equity shares for consideration other than cash and as a direct substantial acquisition of Equity Shares and voting shares in and control over the Target Company by the Acquirers, pursuant to the Share Purchase Agreement.

(a) On 17th February, 2023, the Board of Directors of Target Company in its meeting considered and approved the preferential allotment of 16,00,40,000 (Sixteen Crore Forty Thousand) equity shares at a price of Rs.3/- per equity share, wherein Blue cloud is purchasing 4,00,10,000 shares of IT Corpz INC in lieu of issuance of 16,00,40,000 Equity Shares by way of share swap to Mrs. Janaki Yarlagadda (Acquirer 2) (6,00,15,000 Equity Shares), Yas Takaful P.J.S.C. (5,00,12,500 Equity Shares) and Bluesky Capital Fund SPC (5,00,12,500 Equity Shares). The preferential issue made to Yas Takaful P.J.S.C and Bluesky Capital Fund SPC will be in the capacity of public shareholders of Blue cloud.

The price per common stock of IT Corpz INC whose shares are purchased by BLUE CLOUD is determined as per Internationally accepted valuation methodology on arm's length basis by Registered Valuer, Mr. A.N. Gawade, IBBI Regn No. IBBI/RV/05/2019/10746 having office at 7, Saraswati Heights, Behind café Good Luck, Deccan Gymkhana, Pune-411004 and the Value derived is Rs. 12 per common Stock as per the valuation Report dated 17th February,2023.

Based on the report of Registered Valuer Blue Cloud will Issue 4 (Four) share for every 1 (One) share of IT Corpz INC. As a result of swap of entire share capital of IT Corpz INC ("IT Corpz"), BLUE CLOUD will become the holding Company and IT Corpz will become the wholly owned subsidiary of the Target Company. IT Corpz INC is incorporated on 7th March, 2013 and is registered in the state of New Jersey and has its office at 260 MIDDLESEX TURNPIKE, ISELIN, NJ 08330. The Company is incorporated under the Laws of United States. IT Corpz INC is a global provider of Consulting, Information Technology, Data Management and Business Process Management services to several companies. IT Corpz is a multi-skilled software service provider with a highly competent workforce.

The Acquirers have also entered into the SPA on 17th February, 2023 with the sellers and Target Company, wherein it is proposed that the Acquirers shall purchase 1,41,92,200 fully paid up Equity Shares of face value Rs.2/- each, which constitutes 6.51% of the Expanded, issued, subscribed, paid-up and voting share capital. The said sale is proposed to be executed at a price of Rs. 3/- (Rupees Three) per fully paid-up equity share ("Negotiated Price") aggregating to Rs. 4,25,76,600 (Four Crores Twenty Five Lakhs Seventy Six Thousand Six Hundred Only) ("Purchase Consideration") payable in cash. Pursuant, to which the acquirers have triggered the obligation to make an Open Offer in terms of Regulation 3(1) and 4 of the SEBI SAST Regulations to the Shareholders of the target Company.

These SPA shares will be acquired in the following proportion by the Acquirers:

a) ITTB Software Private Limited - 7,09,610 Equity Shares
b) Mrs. Janaki Yarlagadda - 1,27,72,980 Equity Shares
c) Mr. Janardhana Doranalala Sarma - 7,09,610 Equity Shares

3.1.2 Upon Completion of Open Offer Formalities, a Board Meeting of the Target Company shall be called, convened and conducted to transact the following business:

i. Recording of the allotment of Equity shares to the Acquirer 2
ii. the appointment of the Acquirer's nominees as Additional Directors on the Board of Directors of the Company subject to compliance with Regulation 24 of the Takeover Code;
iii. approval for change in bank signatories;
iv. approval for revocation of power of attorney (if any); and
v. authorize the filing of statutory forms with any Governmental Authority required under applicable Law;

3.1.3 The acquirers do not hold any Equity Shares in the Target Company as on date.

3.1.4 The Acquirers may, after completion of the acquisition of Shares and in compliance with the first proviso to Regulation 24(1) of the SEBI SAST Regulations reconstitute the Board of Directors of the Target Company by appointing its representatives, as the Acquirers may deem fit. As on date, the Acquirers have not decided on the names of persons who may be appointed on the Board of Directors of the Target Company pursuant to the acquisition of Shares.

3.1.5 The Acquirers have not been prohibited by SEBI from dealing in securities, in terms of direction under section 11B of the SEBI Act or under any of the Regulations made under the SEBI Act.

3.1.6 As per Regulations 26(6) and 26(7) of the SEBI SAST Regulations, the Board of Directors of the Target Company is required, upon receipt of the Detailed Public Statement, to constitute a Committee of Independent Directors to provide their reasoned recommendations on the Offer. The reasoned recommendations are required to be published in the same newspapers in which the Detailed Public Statement was published by no later than 28th July 2023 and simultaneously a copy of such recommendations is required to be sent to SEBI, the Stock Exchange and to the Manager to the Offer.

3.1.7 The Sellers to the Share Purchase Agreement, Duranta Power Projects Private Limited & Newton Power Private Limited will cease to be promoters of Target Company post the completion of open offer. The Acquirers will acquire control of the Target Company, and be classified as promoter.

3.1.8 This Offer is not pursuant to any open market purchase or a global acquisition resulting in indirect acquisition of the Target Company.

3.2 Details of the Proposed Offer

3.2.1 The PA announcing the Open Offer, under Regulations 3(1) and 4 read with Regulation 15(1) of the SEBI SAST Regulations, was made on 17th February, 2023 to the Stock Exchanges and a copy thereof was also filed with SEBI and sent to the Target Company.

3.2.2 A Detailed Public Statement as per Regulation 14(3) of SEBI SAST Regulations, 2011 pursuant to Public Announcement made by the Acquirers has appeared in the following Newspapers, on 24th February, 2023:

Name of the Newspaper	Language	Edition
Financial Express	English	English National Daily
Jansatta	Hindi	Hindi National Daily
Pratahakal	Marathi	Mumbai
Prajadarbar	Tamil	Hyderabad

The DPS was also submitted to SEBI and the Stock Exchanges and sent to the Target Company on 24th February, 2023.

3.2.3 A copy of the PA and DPS for the Open Offer is also available on the SEBI website (www.sebi.gov.in)

3.2.4 This Offer is being made by the Acquirers, in accordance with Regulation 3(1) and Regulation 4 of the SEBI SAST Regulations, to the Public Shareholders of the Target Company, to acquire up to 3,51,00,600 Equity Shares ("Offer Shares"), constituting 100% of the existing Public shareholding at a price of Rs. 3/- (Rupees Three only) ("Offer Price") aggregating to Rs. 10,53,01,800 (Rupees Ten Crores Fifty-Three Lakhs One Thousand Eight Hundred Only). ("Offer Consideration"). The Offer Price will be payable in cash by the Acquirers, in accordance with the provisions of Regulation 9(1)(a) of the SEBI SAST Regulations.

3.2.5 This Open Offer is not a competing offer in terms of Regulation 20 of the SEBI SAST Regulations and there is no competing offer.

3.2.6 The Open Offer is unconditional and not subject to any minimum level of acceptance from the shareholders of the Target Company, in terms of Regulation 19(1) of the SEBI SAST Regulations.

3.2.7 The Acquirers confirms that there are no persons acting in concert with them in relation to the Offer within the meaning of Regulation 2(1)(q)(1) of the SEBI SAST Regulations and the equity shares tendered and accepted pursuant to the Offer will be acquired by the Acquirers only.

3.2.8 The Manager to the Offer, Finshore Management Services Limited does not hold any Equity Shares in the Target Company as at the date of PA. The Manager to the Offer further declares and undertakes that it will not deal on its own account in the Equity Shares of the Target Company during the Offer Period.

3.2.9 The Acquirers vide letter dated 20th July, 2023, has confirmed that it has not acquired any Equity Shares of the Target Company after the date of PA i.e 17th February, 2023 and up to the date of this Letter of Offer.

3.2.10 The Equity Shares of the Target Company acquired by the Acquirers shall be free from all liens, charges and encumbrances together with all rights attached thereto, including the right to all dividends, bonus and rights offer declared hereafter.

3.2.11 All Equity Shares validly tendered by the Public Shareholders will be acquired by the Acquirers in accordance with the terms and conditions contained in the DPS and this Letter of Offer. In the event that the Equity Shares validly tendered in the Open Offer by the Public Shareholders are more than the Offer Size, the acquisition of Equity Shares from each Public Shareholder will be on a proportionate basis, in consultation with the Manager to the Offer taking care to ensure that the basis of acceptance is decided in a fair and equitable manner.

3.2.12 Upon completion of the Offer, assuming full acceptances in the Offer, the Acquirers, will hold 10,93,07,800 Equity Shares constituting 50.11% of the Expanded Share Capital of the Target Company. As per Regulation 38 of SEBI LODR Regulations read with Rule 19A of the Securities Contract (Regulation) Rules, 1957, as amended ("SCRR"), the Target Company is required to maintain at least 25% public shareholding, on a continuous basis for listing. If, pursuant to this Open Offer, the public shareholding in the Target Company reduces below the minimum level required as per the listing agreement entered into by the Target Company with BSE and read with Rule 19A of the SCRR, the Acquirers hereby undertake that their shareholding in the Target Company will be reduced, within the time period specified in the SCRR, such that the Target Company complies with the required minimum level of public shareholding.

3.3 Object of the Acquisition

3.3.1 The prime object of the Offer is to comply with the applicable requirements of the SEBI SAST Regulations with respect to the substantial acquisition of shares/voting rights accompanied with the change in control and management of the Target Company.

3.3.2 After the completion of this Open Offer, the Acquirers will hold the majority of Equity Shares by virtue of which the Acquirers shall be in a position to exercise effective control over the management and affairs of Target Company.

3.3.3 The Acquirers propose to do the business as permitted in the object clause of the Target Company and may diversify its business activities in future with prior approval of the shareholders of the Target company and such statutory and/or regulatory authority, as may be applicable in due compliance with the applicable laws. The Acquirers reserves the right to modify the present structure of the business in a manner which is useful to the larger interest of the shareholders. Any change in the structure that may be carried out, will be in accordance with the laws applicable.

3.3.4 The Acquirers have no plans to alienate any significant assets of the Target Company for a period of two years except in the ordinary course of business. The Target Company's future policy for disposal of its assets, if any, for two years from the completion of Offer will be decided by its Board of Directors, subject to the applicable provisions of the law and subject to the approval of the shareholders through Special Resolution passed by way of postal ballot in terms of Regulation 25(2) of SEBI SAST Regulations.

4. BACKGROUND OF THE ACQUIRERS

A.1. ITTB SOFTWARE PRIVATE LIMITED ("ACQUIRER 1")

4.A.1.1 ITTB Software Private Limited ("ITTB") is a private limited Company incorporated under the Companies Act, 2013. The CIN of the Company is U72900TG2022PTC164497.

4.A.1.2 The registered office of the Company is located at Plot.no:19, Sanali Spazio, Software Units layout, Cyber Tower Area, Madhapur, Hyderabad- 500081, Telangana, India.

4.A.1.3 ITTB is engaged in the activity of Information Technology (IT) Consulting and Support.

4.A.1.4 The Authorized share capital of Acquirer 1 is 3,00,00,000 (Rupees Three Crores Only) divided into 30,00,000 (Thirty Lakhs Only) Equity shares of Rs.10 (Rupees Ten Only) each and Paid Up share Capital of the Acquirer is 1,00,000 (Rupees One Lakh only) divided into 10,000 (Ten Thousand Only) equity shares of Rs. 10 (Rupees Ten Only)

4.A.1.5 The Acquirer 1 does not hold any shares in the Target Company.

4.A.1.6 The name of promoter of acquirer along with their shareholding as of 02nd March, 2023 and as on the date of Letter of Offer is as follows:

S No.	Particulars	Shareholding as on the date of Letter of Offer
		Number of Equity shares	Percentage Holding
Promoters
1	Hari Babu Maradani	2500	25%
2	Janardhana Sarma Doranala	2500	25%
3	Janaki Yarlagadda	5000	50%
	Total	10,000	100%

4.A.1.7 The Board of Directors of Acquirers comprise the following members:

S No	Name and Designation	DIN	Date of appointment	Qualification	Experience
1.	Hari Babu Maradani (Director)	02315145	06/07/2022	Bachelor of Commerce	28 Years
2.	Kaur Harman Preet (Director)	03620205	14/03/2011	Graduate	10 Years

4.A.1.8 There are no Person Acting in Concert with the Acquirer in this Open Offer.

Acquirer 3 has not been prohibited by SEBI from dealing in securities in terms of Section 11B of SEBI Act, 1992 as amended (the "SEBI Act") or under of the regulations made under the SEBI Act.

4.A.1.9 The audited financial information of ITTB as on February 11, 2023 is as follows:

(Amount in Lakhs)

Profit and Loss Statement	As on February 11, 2023 [Audited]
Income from Operations	866.80
Other Income	-
Total Income	866.80
Total Expenditure (excluding Depreciation, Interest and Tax)	781.96
Profit/(Loss) before Depreciation, Interest and Tax	84.84
Depreciation	0
Finance Costs	0
Profit before Tax, extraordinary and exceptional items	84.84
Extraordinary and Exceptional Items	-
Profit before Tax and after extraordinary and exceptional items	84.84
Current Tax	-
Deferred Tax	-
Profit/(loss) after tax	84.84

(Amount in Lakhs)

Balance Sheet Statement	As on February 11, 2023 [Audited]
Sources of funds
Paid up Equity Share Capital	1.00
Reserves & Surplus	84.84

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4.A.2.5 Acquirer 2 has confirmed that she is not categorized as a willful defaulter in terms of Regulation 2(1) (ze) of the SEBI SAST Regulations. Her name does not appear in the "Wilful Defaulter" list of the Reserve bank of India and is not dealing in securities in terms of directions issued under section 11B of the SEBI Act, 1992 or under any other regulation made under the SEBI Act. She has not been declared a fugitive economic offender under Section 12 of the Fugitive Economic Offenders Act, 2018

4.A.2.6 Acquirer 2 does not hold any equity shares in the Target Company and does not have any interest or relationship with the Target Company or its Promoters, Directors or its Key Managerial Personnel and is not associated with the public shareholders of Target Company in any capacity.

4.A.2.7 Acquirer 2 undertakes not to sell the Equity Shares of the Target Company held by her during the "Offer Period" in terms of Regulation 25(4) of the Takeover Regulations.

4.A.2.8 P C N & Associates, Chartered Accountants, (FRN: 016016S) signed by its Partner K. Gopala Krishna (Membership No. 203605) having office at Plot No. "N Heights" Ground Floor, Software Layout Unit, Cyberabad, Hyderabad-500081, India has certified vide certificate dated 17th February, 2023 that Net worth of Janaki Yarlagadda as on 16th February, 2023 is Rs. 42,07,25,892/- (Rupees Forty Two Crores Seven Lakhs Twenty Five Thousand Eight Hundred Ninety Two Rupees only).

4.A.2.9 The Acquirer does not belong to any group.

A.3 JANARDHANA DORANALA SARMA ("ACQUIRER 3")

4.A.3.1 Janardhana Doranala Sarma (hereinafter referred to as "Acquirer 3") is an Indian national aged about 45 years having PAN AHTPD5470B and having residence at D-602, Lodha Meridian, 5th Phase, RTO Office, KPHB Colony, Kukatpally, Medchal-Malkajgiri, Telangana-500072, India, His Mobile number is +91 9381405603 and his email id is [email protected]

4.A.3.2 Acquirer 3 is a graduate in B.Com from Osmania University, Hyderabad and has about 21 years of experience in Technical and Functional experience in Software, Finance and Accounts.

4.A.3.3 He is the Promoter and CFO of ITTB Software Private Limited Hyderabad, India.

4.A.3.4 Acquirer 3 has confirmed that he is not categorized as a willful defaulter in terms of Regulation 2(1) (ze) of the SEBI SAST Regulations. His name does not appear in the "Wilful Defaulter" list of the Reserve bank of India and is not dealing in securities in terms of directions issued under section 11B of the SEBI Act, 1992 or under any other regulation made under the SEBI Act. He has not been declared a fugitive economic offender under Section 12 of the Fugitive Economic Offenders Act, 2018.

4.A.3.5 Acquirer 3 does not hold any equity shares in the Target Company and does not have any interest or relationship with the Target Company or its Promoters, Directors or its Key Managerial Personnel and is not associated with the public shareholders of Target Company in any capacity.

4.A.3.6 Acquirer 3 undertakes not to sell the Equity Shares of the Target Company held by him during the "Offer Period" in terms of Regulation 25(4) of the Takeover Regulations.

4.A.3.7 P C N & Associates, Chartered Accountants, (FRN: 016016S) signed by its Partner K. Gopala Krishna (Membership No.203605) having office at Plot No. "N Heights" Ground Floor, Software Layout Unit, Cyberabad, Hyderabad-500081, India has certified vide certificate dated 17th February, 2023 that Net worth of Janardhana Doranala Sarma as on 16th February, 2023 is Rs. 1,67,28,087/- (Rupees One Crores Sixty Seven Lakhs Twenty Eight Thousand Eighty Seven Rupees only)

4.A.3.8 The Acquirer does not belong to any group.

BACKGROUND OF THE TARGET COMPANY, AS CONFIRMED BY THE TARGET COMPANY

5.1 Blue Cloud Softech Solutions Limited (hereinafter referred to as "Target Company"/"Blue Cloud") (CIN: L72200TG1991PLC013135) was incorporated originally as Adithya Aquaculture Private Limited on 28th August 1991 as a Private Limited Company under the Indian Companies Act, 1956. The name of the Company was changed to Adithya Aquaculture Limited under Section 21 of the Companies Act, 1956 with effect from 4th April 1994 upon conversion from Private to Public under the Indian Companies Act, 1956. The name was further changed to Blue cloud Softech Solutions Limited with effect from 19th December 2015.

5.2 The registered office of Blue Cloud is situated at "1-2-286, Domalguda, Hyderabad-500029, India."

5.3 The main objects of the Target Company as per the Memorandum of Association are as under:

To carry on the business of Designing, Developing, Computer Software and to Market in India or Abroad and to provide Data Processing Services of all kinds including Computer Consultancy, Systems Analysis, Programming, and Computer Maintenance in India or Abroad.
To undertake and execute any contract involving Computerized information Systems, Feasibility Studies, Turnkey Projects, know-how, Research and Development, Training, Systems Development Software, and Hardware Development Market. Research. Surveying and survey Data Analysis, Reorganization of Management, Financial Management Operations Research and Real-Time Applications, Time Sharing Business Applications Industrial Engineering Applications, Process and Process Control.
To carry on the business of Servicing, Buying Selling, Exchanging, Altering, Importing and Exporting, Letting on Hire, Distributing, or Dealing in all kinds of and descriptions of Computer Communication Hardware and all other Types and Ranges of Computer Components Consumables, Stationery Peripherals, Spare Parts, Stores and Accessories, Fittings and Appliances, Apparatus of all kinds and all Things Capable of being used therewith or in the Manufacturing and Maintenance for working thereof Respectively.
To carry on in India or elsewhere the business of Development of Software products, solutions and customization, technical support and training, networking services, information technology and Information Technology enabled services such as back office operations, call center, content development or animation, professional services, customer services, certification marketing of software hardware, on/off, site consulting services providing of internet and intranet services, Electronic commerce, electronic mail services, product and commercial training, image processing and products, data communications, market feasibility studies, data warehousing, indexing and abstraction, Multimedia, applications, data conversion and migration, enterprise-wide solutions, euro conversions, solid modeling, electronic design automation, voice and video communication networks. and to buy, sell, deal, import, export, design and develop systems software.

The Target Company currently involved in the business of Designing, developing, computer software and marketing in India or abroad and providing data processing services of all kinds including computer consultancy, systems analysis, and programming and computer maintenance in India or abroad.

Note: The present Business Activities of the Company is permissible as per the Main Object Clause of the MOA

The Authorized Share Capital of Blue Cloud as on 31st December, 2022 is Rs. 12,50,00,000 (Twelve Crores Fifty Lakhs) comprising of 6,25,00,000 (Six Crores Twenty Five Lakhs) equity shares of Face Value Rs.2/- each. The issued, subscribed, paid-up and voting share capital of Target Company is Rs. 11,62,01,600 (Eleven Crores Sixty Two Lakhs One Thousand Six Hundred) comprising of 5,81,00,800 (Five Crores Eighty One Lakhs Eight Hundred) fully paid-up equity shares of Face Value of Rs.2/- each.

5.4 The Equity shares of Target Company are currently listed on BSE (Main Board) with effect from 29.01.2016 with Scrip Symbol: BLUECLOUDS; Security Code: 539607 and ISIN: INE373T01039.

5.5 There are currently no outstanding partly paid-up shares or any other instruments convertible into Equity Shares of the Target Company at a future date. 9,69,200 share warrants that was issued to Newton Power Pvt Ltd has lapsed on 14.06.2023. The Board of Directors in its meeting dated July 19, 2023 took a note of such Lapse of Warrants.

5.6 The equity shares of Blue Cloud are infrequently traded on BSE in terms of Regulation 2(1)(j) of SEBI SAST Regulations

5.7 The Share Capital of the Target Company is as follows: -

Paid up Equity shares of Target Company	No. of shares/ voting rights	% of shares/ voting rights
Fully Paid up equity Shares	5,81,00,800	100
Partly Paid up equity shares	-	-
Total paid up equity shares	5,81,00,800	100
Total Voting rights in Target Company	5,81,00,800	100

5.8 The Board of Target Company as on the date of this Letter of Offer, comprises of 6(Six) Directors.

Name & Designation	DIN	Date of Appointment
Bogha Ravi Kumar
(Managing Director)	01395934	31/10/2005
Manoj Sandilya Telakapalli
(Whole Time Director / CFO)	09630299	20/01/2023/ &
31/01/2023
Sriveena Vadlamudi
(Whole Time Director)	07721150	20/01/2023
Narasimha Sarma Gundlamadugu
(Non- Executive Independent Director)	07238879	12/07/2016
Ganapathi Raju Mani
(Non-Executive Independent Director)	07263648	26/03/2015
Ram Prasad Ladi
(Non-Executive Independent Director)	07527805	11/10/2018

Note: As on the date of this Letter of Offer, there are no persons representing the Acquirers on the Board of Directors of the Target Company.

5.9 There was no merger/demerger, spin off during last three years involving the Target Company.

5.10 The trading of Equity Shares of the Target Company has not been suspended on the BSE where Equity Shares of the Target Company are listed in last three years.

5.11 As of this date of this Letter of Offer, all the Equity Shares of the Target Company are listed on BSE.

5.12 Brief audited financials for the years ending March 31, 2023, 2022, 2021 and 2020 and unaudited financials (subject to limited review) for Six months ended $30^{\text{th}}$ September, 2022 and Quarter ended $31^{\text{st}}$ December, 2022 are as follows: -

Profit & Loss Account
(Amount in Lakhs)

Particulars	For the Quarter Year ended 31st December, 2022 (3 Months)	For the half year ended 30th September, 2022 (6 Months)	For the Financial year ended 31st March, 2023	For the Financial year ended 31st March, 2022	For the Financial year ended 31st March, 2021	For the Financial year ended 31st March, 2020
	[Un-Audited]	[Un-Audited]	[Audited]	[Audited]	[Audited]	[Audited]
Income from Operations	24.15	26.00	2904.17	22	10.98	10.05
Other Income	0	0	14.5	10.01	0	0
Total Income	24.15	26.00	2,918.67	32.01	10.98	10.05
Other Financial Data
Dividend (%)	0.00	0.00	0.00	0.00	0.00	0.00
Total Expenditure (excluding Depreciation, Interest and Tax)	22.98	23.49	2828.81	19.38	9.62	8.77
Earning per Share	0	0.001	0.11	0.02	0.003	0.003
Profit/(Loss) before Depreciation	1.17	2.51	89.86	12.63	1.36	1.28
Return on Net worth (%)	0.00	0.15	5.36	0.92	0.19	0.16
Book Value Per Share	0.00	2.04	2.13	2.07	1.97	1.97
Depreciation	0.02	0.04	0.07	0.12	0.31	0.31
Finance Costs (Interest)	0	0	0.01	0.02	0.03	0.06
Profit before Tax	1.15	2.47	89.78	12.49	1.02	0.91
Extraordinary and Exceptional Items	0.00	0.00	0.19	0.00	0.00	0.00
Profit before Tax and after extraordinary and exceptional items	1.15	2.47	89.59	12.49	1.02	0.91
Current Tax	0.30	0.64	23.29	1.95	0.16	0.14
Deferred Tax	0.00	0.02	0.02	0.01	-0.02	0.04
Profit/(loss) after tax	0.85	1.81	66.28	10.53	0.88	0.73

Balance Sheet Statement
(Amount in Lakhs)

Particulars	For the half year ended 30th September, 2022	For the Financial year ended 31st March, 2023	For the Financial year ended 31st March, 2022	For the Financial year ended 31st March, 2021	For the Financial year ended 31st March, 2020
	[Un-Audited]	[Audited]	[Audited]	[Audited]	[Audited]
Sources of funds
Paid up Equity Share Capital	1,162.02	1162.02	1,104.02	478.02	478.02
Reserves & Surplus (excluding revaluation reserve)	25.47	75.45	38.17	-6.20	-7.09

# Restricted to information available on the public domain

5.13 Pre and Post-Offer shareholding pattern of the Blue Cloud is as per the following table: -

S. No.	Shareholding & voting rights prior to the agreement/ acquisition and offer		Shareholding & Voting Rights acquired through SPA and agreed to be acquired which triggered the open offer (Note)		Shareholding & Voting Rights acquired through Preferential Issue which triggered the open offer		Shares/Voting rights to be acquired in open offer (assuming full acceptances)		Shareholding/voting rights after the acquisition and offer
	(A)		(B)		(C)		(D)		(A)+(B)+(C)+(D)=(E)
	No.	%	No.	%	No.	%	No.	%	No.	%
(1) Promoter Group
(a) Parties to the Share Purchase Agreement

1. Duranta power projects Private Limited	84,00,200	14.46	-84,00,200	-14.46	-	-
2. Newton Power private Limited	57,92,000	9.97	-57,92,000	-9.97	-	-
Total	1,41,92,200	24.43
(b) Other Promoter Group
1. Duranta Infrastructure Private Limited	50,00,200	8.61							50,00,200	2.28
2. Newton Energy Private Limited	38,00,000	6.54							38,00,000	1.74
Total Other Promoter Group	88,00,200	15.15							88,00,200	4.02
(c) Promoters other than Promoter Group					-	-
V Sambasiva Rao	2,000	0.00	-	-	-	-	Nil	Nil	2,000	0.00
Venkatarama Rao Boinepally	1,600	0.00	-	-	-	-	Nil	Nil	1,600	0.00
Malipeddi Chinna	2,200	0.00	-	-	-	-	Nil	Nil	2,200	0.00
Ravi Kumar Bogha	2000	0.00			-	-	Nil	Nil	2000	0.00
Total Promoters other than Promoter Group	7,800	0.01							7,800	0.01
Total 1 (a+b+c)	2,30,00,200	39.59	-1,41,92,200	-24.43	-	-	-	-	88,08,000	4.04
(2) Acquirers
a. ITTB Software Private Limited	Nil	Nil	7,09,610	1.22			3,51,00,600	16.09	10,93,07,800	50.11
b. Janakai Yarlagadda	Nil	Nil	1,27,72,980	21.98	6,00,15,000	27.51
c. Doranalala Janardhana Sarma	Nil	NIL	7,09,610	1.22
Total 2 (a+b+c)	0	Nil	1,41,92,200	24.43	6,00,15,000	27.51	3,51,00,600	16.09	10,93,07,800	50.11
(3) Public (other than parties to the agreement, acquirer)							-3,51,00,600	-16.09	10,00,25,000	45.85
a) Institutions (Mutual Funds / Fls/ Banks/ FILs	-	-
b) Others	35100600	60.41			10,00,25,000	45.85
Total (3) (a+b+c+d)	3,51,00,600	60.41
GRAND TOTAL (1+2+3)	5,81,00,800	100.00	-	0.00%	16,00,40,000	73.37	Nil	Nil	21,81,40,800	100.00

Note: This percentage has been calculated on the basis of Expanded share Capital/ Emerging fully diluted voting Equity share capital of the target company which constitutes existing Share capital of 5,81,00,800 equity shares and proposed preferential issue of 16,00,40,000 equity shares accumulating to 21,81,40,800 shares.
*3,51,00,600 Equity shares represents 100% of public holding, ITTB Software Private Limited (Acquirer 1) will acquire shares of the Target Company together with other acquirers offered by the Public Shareholders in the Open Offer. The same will depend on the quantum of shares tendered by the Shareholders in the Open Offer.

5.14 The number of shareholders in Blue Cloud in public category is 2,344 as on 30th June, 2023.

5.15 Compliance Officer

Name: Shraya Jaiswal

Company Secretary cum Compliance Officer

Blue Cloud Softech Solutions Limited

1-2-286, Domalguda, Hyderabad, Telangana-500029, India

Mob. No.: 040-23326666 / 8019658999

Email: [email protected]

Website: www.bluecloudsoftech.com

5.16 The Target Company or its Promoters are not categorized as wilful defaulter or fugitive economic offender

6. OFFER PRICE AND FINANCIAL ARRANGEMENTS

6.1 Justification of offer price

6.1.1 The equity shares of the Target Company are listed on BSE.

6.1.2 The trading turnover in the equity shares of the Target Company on BSE, during the twelve calendar months preceding the month in which the PA was issued (i.e., February 2022 to January 2023) is given below: -

Name of the Exchange	Number of equity shares of the Target Company traded during the Twelve Months period (“A”)	Total Number of Equity Shares listed (“B”)	Total Turnover (%) (A/B)
BSE	4,05,564	5,81,00,800	0.6980

(Source: www.bseindia.com)

Based on the above, the equity shares are infrequently trade in terms of Regulation 2(1)(j) of the SEBI SAST Regulations, 2011.

6.1.3 The Offer Price of Rs.3/- per equity share is justified in terms of Regulation 8(2) of the SEBI SAST Regulations, 2011 being the highest of the following:

(a)	The Negotiated Price under the Agreement.	Rs. 3/-
(b)	The volume-weighted average price paid or payable for acquisition, by the Acquirers during the 52 weeks immediately preceding the date of the PA.	Nil
(c)	The highest price paid or payable for any acquisition, by the Acquirers, during the 26 weeks immediately preceding the date of the PA.	Nil
(d)	The volume-weighted average market price of the equity shares of the Target Company for a period of 60 trading days immediately preceding the date of the PA on BSE	Not Applicable
(e)	Other financial parameters as at
	Return on networth (%)(as on 30th September, 2022)	0.15%
	Book value per share (Rs.) (as on 30th September, 2022)	2.04
	Value per share as per Profit Earning capacity method (as on 31st December, 2022)	0.03

As per CA A.N Gawade, Registered Valuer, Regn no: IBBI/RV/05/2019/10746 having its office at 7, Saraswati Heights, Behind café Goodluck, Deccan Gymkhana, Pune-411004, the value per equity share of Target Company is Rs. 2.67/-per share.

6.1.4. In view of the parameters considered and presented in table above, in the opinion of the Acquirers and Manager to the Offer, the Offer Price of Rs.3/- (Rupees Three only) per fully paid-up equity share is justified in terms of Regulation 8 of the SEBI SAST Regulations.

6.1.5 As on date, there is no revision in Offer Price or Offer Size. In case of any revision in the Offer Price or Offer Size, the Acquirers shall comply with Regulation 18 and all the provisions of SEBI SAST Regulations which are required to be fulfilled for the said revision in the Offer Price or Offer Size.

6.1.6 There have been no corporate actions in the Target Company warranting adjustment of relevant price parameters.

6.1.7 If the Acquirers acquire equity shares of the Target Company during the period of twenty-six weeks after the tendering period at the price higher than the Offer Price, then the Acquirers shall pay the difference between the highest acquisition price and the Offer Price, to all shareholders whose shares have been accepted in the Offer within sixty days from the date of such acquisition. However, no such difference shall be paid in the event that such acquisition is made under an open offer under the SEBI SAST Regulations, 2011 or pursuant to SEBI (Delisting of Equity Shares), Regulations, 2021 or open market purchases made in the ordinary course on the stock exchanges, not being negotiated acquisition of shares of the Target Company in any form.

6.1.8 If the Acquirers acquires or agrees to acquire any equity shares or voting rights in the Target Company during the offer period, whether by subscription or purchase, at a price higher than the Offer Price, the Offer Price pursuant to future purchases / competing offers shall stand revised to the highest price paid or payable for any such acquisition in terms of regulation 8(8) of SEBI SAST Regulations. Provided that no such acquisition shall be made after the third working day prior to the commencement of the tendering period and until the expiry of the tendering period.

6.2 Details of Financial Arrangements:

6.2.1 The maximum consideration payable by the Acquirers to acquire 3,51,00,600 fully paid-up equity shares at the Offer Price of Rs. 3/- (Rupees Three only) per equity share, assuming full acceptance of the Offer would be Rs. 10,53,01,800 (Rupees Ten Crores Fifty Three Lakhs One Thousand Eight Hundred Only).

6.2.2 The Acquirers confirms that they have made firm financial arrangements for fulfilling their payment obligations under this Offer in terms of Regulation 25(1) of the SEBI SAST Regulations and the Acquirers are able to implement this Offer. P C N & Associates, Chartered Accountants, (FRN: 016016S) signed by its Partner K. Gopala Krishna (Membership No.203605) having office at "N Heights" Ground Floor, Software Layout Unit, Cyberabad, Hyderabad-500081, India has certified vide certificate dated 17th February,2023, that the Acquirers have made firm financial arrangements to meet their financial obligations under the Offer.

6.2.3 In accordance with Regulation 17 of the SEBI SAST Regulations, the Acquirers, Manager to the Offer and Kotak Mahindra Bank ("Escrow Banker") have entered into an escrow agreement on 17th February,2023. Pursuant to the escrow agreement, the Acquirers has opened an Escrow Account under the name and style of "FMSL BLUECLOUDS OPEN OFFER ESCROW ACCOUNT" bearing account number 2347217608 with Kotak Mahindra Bank Limited, Nariman Point Branch, Mumbai and made therein a cash deposit of Rs. 2,89,57,995 (Rupees Two Crores Eighty Nine Lakhs Fifty Seven Thousand Nine Hundred Ninety Five only) being more than 25% of the total consideration payable in the Open Offer.

6.2.4 The Acquirers have authorized the Manager to the Offer to operate the Escrow Account in terms of the SEBI SAST Regulations.

6.2.5 Based on the aforesaid financial arrangements and on the confirmations received from the Escrow Banker and the Chartered Accountant, the Manager to the Offer is satisfied about the ability of the Acquirers to implement the Offer in accordance with the SEBI SAST Regulations.

6.2.6 In case of any upward revision in the Offer Price or the size of the Open Offer, the corresponding increase to the escrow amounts as mentioned above shall be made by the Acquirer in terms of Regulation 17(2) of the SEBI SAST Regulations, prior to effecting such revision.

7.0 TERMS AND CONDITIONS OF THE OFFER

7.1.1 The Offer is not subject to any minimum level of acceptances from shareholders.

7.1.2 This Open Offer is not a competing offer in terms of Regulation 20 of the SEBI SAST Regulations.

7.1.3 The Letter of Offer along with Form of Acceptance cum Acknowledgement will be mailed to all those shareholder(s) of the Target Company (except the Acquirers) whose name appear on the Register of Members and whose names appear on the beneficial records of the Depository Participant, at the close of business hours on Wednesday, 19th July, 2023 ("Identified Date").

7.1.4 The Offer is subject to the terms and conditions set out in the Letter of Offer, the Form of Acceptance cum Acknowledgement, the PA, the DPS and any other Public Announcements that may be issued with respect to the Offer.

7.1.5 The acceptance of this Offer by the Shareholders must be absolute and unqualified. Any acceptance of this Offer which is conditional or incomplete in any respect will be rejected without assigning any reason whatsoever.

7.1.6 Eligible persons can write to the Registrar to the Offer/Manager to the Offer requesting for the copy of the Letter of Offer. Alternatively, the Letter of Offer would also be available at SEBI's website, www.sebi.gov.in.

7.1.7 Accidental omission to dispatch the Letter of Offer to any member entitled to this Open Offer or non-receipt of this Letter of Offer by any member entitled to this Open Offer shall not invalidate the Open Offer in any manner whatsoever.

7.1.8 The shareholders to whom the Open Offer is being made are free to offer their Equity Shares in whole or in part while accepting the Open Offer.

7.1.9 The Public Shareholders who tender their Equity Shares under the Open Offer shall ensure that the Equity Shares are free and clear from all liens, charges, equitable interests and encumbrances and are tendered together with all rights attached thereto, including the rights to all dividends, bonus and rights offers, if any, declared thereafter and the tendering Public Shareholder shall have obtained any necessary consents (including any statutory approvals, if required) for it to sell the Equity Shares on the foregoing basis.

7.1.10 In terms of Regulation 18(9) of the SEBI SAST Regulations, the shareholders who have accepted this Open Offer by tendering the Equity Shares held by them and requisite documents in terms of the PA, DPS and Letter of Offer are not entitled to withdraw such acceptance during the Tendering Period for this Open Offer.

7.1.11 The instructions, authorizations and provisions contained in the Form of Acceptance cum Acknowledgment constitute part of the terms of the Offer.

7.2 Locked in shares

42,00,000 Equity shares of Duranta Power Projects Private Limited are locked-in vide BSE notice dated 8th December, 2021, Notice no: 20211208-9 on account of conversion of warrants till 30/12/2024.

55,00,000 Equity shares of Newton Power Private Limited are locked-in vide BSE notice dated 11th February, 2022, Notice no: 20220211-32 (26,00,000 Equity Shares) and vide BSE notice dated 30th June, 2022, Notice no: 20220630-4 (29,00,000 Equity Shares) on account of conversion of warrants till 20/02/2025 and 14/07/2025 respectively.

7.3 Persons eligible to participate in the Offer
All the owners of the equity shares of the Target Company, registered or unregistered are eligible to participate in this Open Offer, at any time during the Tendering Period for this Open Offer.

7.4 There has been no revision in the Offer Price as of the date of this Letter of Offer. Further revisions in the Offer Price for any reason including competing offers shall be done prior to the commencement of the last one working day before the commencement of the tendering period and will be notified to the Shareholders by (i) notification to the Stock Exchanges, SEBI and the Target Company at its registered office, and (ii) public announcement in the same newspapers in which the DPS has been published. Such revision would be done in compliance with other formalities prescribed under the SEBI SAST Regulations, 2011.

7.5 Statutory and Other Approvals

7.5.1 The Preferential issue of Equity Shares by the Target Company was approved by the shareholders in the Extraordinary General meeting held on 16th March, 2023 and the same is subject to the receipt of prior approval of Stock Exchange- BSE Limited where shares of the Target Company are Listed("BSE") and other requisite approvals, consents, permissions and/or sanctions, from appropriate statutory, regulatory or other authority (including RBI) and subject to such conditions and modifications as may be prescribed, stipulated or imposed by any of the above authorities while granting any such approvals, consents, permissions and/or sanctions, which may be agreed to by the Board of Directors of the Company.

7.5.2 As of the date of this LOF, to the best of the knowledge of the Acquirers, there are no statutory approvals required by the Acquirers to acquire the equity shares tendered pursuant to this Offer other than an approval of the Reserve Bank of India, if any, for the acquisition of the Equity Shares from the non-resident shareholders (Non-Resident Indians ("NRIs") or Overseas Corporate Bodies ("OCBs")/Foreign Shareholders) of the Target Company. NRI and OCB holders of Equity Shares, if any, must obtain all requisite approvals required to tender the Equity Shares held by them pursuant to this Offer (including without limitation, the approval from the RBI) and submit such approvals, along with the other documents required in terms of the Letter of Offer. Further, if holders of the Equity Shares who are not persons resident in India (including NRIs, OCBs and FIIs) had required any approvals (including from the RBI or the FIPB) in respect of the Equity Shares held by them, they will be required to submit the previous approvals that they would have obtained for holding the Equity Shares, to tender the Equity Shares held by them pursuant to this Offer, along with the other documents required to be tendered to accept this Offer. In the event such approvals are not submitted, the Acquirers reserves the right to reject such Equity Shares tendered in this Offer. However, in case of any statutory approvals being required by the Acquirers at a later date before the closure of the Tendering Period, this Offer shall be subject to such approvals and the Acquirers shall make the necessary applications for such approvals. The Acquirers will not proceed with the Offer in the event such statutory approvals are refused in terms of Regulation 23 of the SEBI SAST Regulations.

7.5.3 In case of delay in receipt of any statutory approval(s) becoming applicable prior to completion of the Offer, SEBI has the power to grant extension of time to Acquirers for payment of consideration to the public shareholders of the Target Company who have accepted the Offer within such period, subject to Acquirers agreeing to pay interest for the delayed period if directed by SEBI in terms of Regulation 18(11) and 18(11A) of the SEBI SAST Regulations. Provided where the statutory approvals extend to some but not all equity shareholders, the Acquirers has the option to make payment to such shareholders in respect of whom no statutory approvals are required in order to complete this Open Offer. Further, in case the delay occurs on account of willful default by the Acquirers in obtaining any statutory approvals in time, the amount lying in the Escrow Account will be liable to be forfeited and dealt with in the manner provided in clause (e) of sub-regulation (10) of Regulation 17 of SEBI SAST Regulations.

PROCEDURE FOR ACCEPTANCE AND SETTLEMENT

8.1 All the shareholders, registered or unregistered, of the Target Company, except the Acquirers owning equity shares any time before the date of Closure of the Offer, are eligible to participate in the Offer.

8.2 The Offer is made to the Public Shareholders as defined in this Letter of Offer. While the Letter of Offer shall be dispatched to the Public Shareholders of the Target Company whose name appears in the register of members of the Target Company as of the Identified Date, all Public Shareholders holding Equity Shares in dematerialised and physical form are eligible to participate in the Offer at any time during the Tendering Period.

8.3 The Open Offer will be implemented by the Acquirers through a stock exchange mechanism made available by Stock Exchanges in the form of a separate window (“Acquisition Window”) as provided under the SEBI SAST Regulations, 2011 and SEBI circular CIR/CFD/POLICY/CELL/1/2015 dated April 13, 2015 issued by SEBI as amended via SEBI circular CFD/DCR2/CIR/P/2016/131 dated December 9, 2016 and SEBI /HO/CFD/DCR-III/CIR/P/2021/615 dated August 13,2021 and such other terms and conditions as may be permitted by law from time to time.

8.4 BSE shall be designated stock exchange for the purpose of tendering Equity Shares in the Open Offer.

8.5 The facility for acquisition of shares through Stock Exchange Mechanism pursuant to the Offer shall be available on the BSE in the form of Acquisition Window.

8.6 The Acquirers have appointed Nikunj Stock Brokers Limited (“Buying Broker”) for the Open Offer through whom the purchases and settlement of Open Offer shall be made during the Tendering Period. The Contact details of the Buying Broker are as mentioned below:

Nikunj Stock Brokers Limited
Address: A-92, GF, Left Portion, Kamla Nagar, Delhi-110007
Email ID: [email protected] , Website: www.nikunjonline.com ,
Investor Grievance Id: [email protected] Contact Person: Mr. Anupam Suman
Tel No: 011-47030017-18, Mobile No.:98106553378 SEBI Registration No: INZ000169335

8.7 All Public Shareholders who desire to tender their Shares under the Open Offer would have to approach their respective stock brokers (“Selling Broker”), during the normal trading hours of the secondary market during the Tendering Period. The Acquisition Window will be provided by the Stock Exchange to facilitate placing of sell orders.

8.8. Procedure for tendering shares held in Dematerialized Form.

a) Public Shareholders who desire to tender their Equity Shares in the electronic/dematerialized form under the Offer would have to do so through their respective Selling Broker by giving the details of Equity Shares they intend to tender under the Offer.

b) Public Shareholders shall submit delivery instruction slip (“DIS”) duly filled in specifying the appropriate market type in relation to the “Open Offer” and execution date along with all other details to their respective Selling Broker so that the shares can be tendered in the Offer.

c) The Selling Broker would be required to place an order/bid on behalf of the Public Shareholders who wish to tender Equity Shares in the Offer using the Acquisition Window of BSE. Before placing the order/bid, the Public Shareholder would be required to transfer the tendered Equity Shares to the Clearing Corporation, by using the early pay-in mechanism as prescribed by the BSE or the Clearing Corporation, prior to placing the order/bid by the Selling Broker. Upon placing the order, the Selling

Broker shall provide TRS generated by the Stock Exchange bidding system to the holder of the Equity Shares.

d) modification/cancellation of orders will not be allowed during the Tendering Period of the Offer.

e) For custodian participant, orders for demat equity shares early pay-in is mandatory prior to confirmation of order by the custodian. The custodians shall either confirm or reject orders not later than close of trading hours on the last day of the Offer Period. Thereafter, all unconfirmed orders shall be deemed to be rejected.

f) The details of settlement number for early pay-in of Equity Shares shall be informed in the issue opening circular that will be issued by the Stock Exchanges/ Clearing Corporation, before the opening of the Offer.

g) Upon placing the order, the Selling Broker(s) shall provide TRS generated by the Exchange bidding system to the shareholder. TRS will contain details of order submitted like Bid ID No., DP ID, Client ID, No. of equity shares tendered etc.

h) The public shareholders will have to ensure that they keep the depository participant ("DP") account active and unblocked to receive credit in case of return of Equity Shares due to rejection or due to prorated Open Offer.

i) The cumulative quantity tendered shall be made available on the website of the BSE throughout the trading session and will be updated at specific intervals during the tendering period.

j) All non-resident Public Shareholders (i.e. Public Shareholders not residing in India including NRIs, OCBs and FPIs) are mandatorily required to fill the Form of Acceptance. The non-resident Public Shareholders holding Equity Shares in demat mode, directly or through their respective Selling Brokers, are required to send the Form of Acceptance along with the required documents to the Registrar to the Offer at its address given on the cover page of the LOF. The envelope should be super scribed as "Blue Cloud Softech Solutions Limited Open Offer". The detailed procedure for tendering Equity Shares will be included in the Form of Acceptance.

The Public Shareholders holding Equity Shares in demat mode are not required to fill any Form of Acceptance-cum-Acknowledgement unless required by their respective Selling Broker.

8.9. Procedure to be followed by the registered Shareholders holding Equity Shares in physical form:

As per the provisions of Regulation 40(1) of the SEBI (LODR) Regulations and SEBI's press release dated December 3, 2018, bearing reference no. PR 49/2018, requests for transfer of securities shall not be processed unless the securities are held in dematerialised form with a depository with effect from April 1, 2019. However, in accordance with the circular issued by SEBI bearing reference number SEBI/HO/CFD/CMD1/CIR/P/2020/144 dated July 31, 2020, shareholders holding securities in physical form are allowed to tender shares in an open offer. Such tendering shall be as per the provisions of the SEBI (SAST) Regulations. Accordingly, the procedure for tendering to be followed by the Public Shareholders holding Equity Shares in the physical form is as detailed below:

a) Public Shareholders who are holding Equity Shares in physical form and intend to participate in the Open Offer will be required to approach their respective Selling Broker along with the complete set of documents for verification procedures to be carried out, including the (i) original share certificate(s), (ii) valid share transfer form(s), i.e Form SH-4, duly filled and signed by the transferors (i.e., by all registered shareholders in same order and as per the specimen signatures registered with the Target Company) and duly witnessed at the appropriate place, (iii) self-attested copy of the shareholder's PAN Card, (iv) Form of Acceptance duly completed and signed in accordance with the instructions contained therein, by sole/joint Public Shareholders whose name(s) appears on the share

certificate(s) in the same order in which they hold Equity Shares, and (v) any other relevant documents such as power of attorney, corporate authorization (including board resolution/ specimen signature), notarized copy of death certificate and succession certificate or probated will, if the original shareholder has deceased, etc., as applicable.

b) In addition, if the address of the Public Shareholder has undergone a change from the address registered in the 'Register of Members' of the Target Company, the Public Shareholder would be required to submit a self-attested copy of address proof consisting of any one of the following documents: (i) valid Aadhar card, (ii) voter identity card; or (iii) passport.

c) Based on these documents, the Selling Broker shall place the bid on behalf of the Public Shareholder holding Equity Shares in physical form who wishes to tender Equity Shares in the Open Offer, using the acquisition window of BSE. Upon placing the bid, the Selling Broker shall provide a Transaction Registration Slip ("TRS") generated by the BSE bidding system to the Public Shareholder. The TRS will contain the details of the order submitted like folio number, share certificate number, distinctive number of Equity Shares tendered etc.

d) The Selling Broker/ Public Shareholder has to deliver the original share certificate(s) and documents (as mentioned above) along with the TRS either by registered post / speed post or courier or hand delivery to the Registrar to the Offer i.e., Aarthi Consultants Private Limited (at the following address: 1-2-285, Domalaguda, Hyderabad, Telangana, 500029, India) so as to reach them within 2 (two) working days of offer closing date i.e. by 18th August, 2023 (by 5.00 p.m. (IST)). The envelope should be super scribed as "Blue Cloud Softech Solutions Open Offer". It is advisable to first email scanned copies of the original documents mentioned in the Letter of Offer to the Registrar to the Offer and then send physical copies to the address of the Registrar to the Offer as provided in the LOF. 1 (one) copy of the TRS will be retained by the Registrar and it will provide acknowledgement of the same to the Selling Broker / Public Shareholder.

e) The Public Shareholders holding Equity Shares in physical form should note that such Equity Shares will not be accepted unless the complete set of documents is submitted. Acceptance of the Equity Shares in physical form shall be subject to verification as per the SEBI (SAST) Regulations and any further directions issued in this regard. The Registrar will verify such bids based on the documents submitted on a daily basis and till such time the Stock Exchanges shall display such bids as 'unconfirmed physical bids'. Once the Registrar confirms the bids, they will be treated as 'confirmed bids'.

f) All documents as mentioned above, shall be enclosed with the Form of Acceptance, otherwise the Equity Shares tendered will be liable for rejection. The Equity Shares shall be liable for rejection on the following grounds amongst others: (i) If there is any other company's equity share certificate(s) enclosed with the Form of Acceptance instead of the Equity Share certificate(s) of the Target Company; (ii) If the transmission of Equity Shares is not completed, and the Equity Shares are not in the name of the Public Shareholders; (iii) If the Public Shareholders tender Equity Shares but the Registrar to the Offer does not receive the Equity Share certificate(s); (iv) In case the signature on the Form of Acceptance and Form SH-4 does not match as per the specimen signature recorded with Target Company / registrar of the Target Company.

g) In case any Public Shareholder has submitted Equity Shares in physical form for dematerialization, such Public Shareholders should ensure that the process of having the Equity Shares dematerialized is completed well in time so that they can participate in the Open Offer before the Offer Closing Date.

The Public Shareholders holding Equity Shares in physical mode will be required to fill the respective Form of Acceptance-cum-Acknowledgement. Detailed procedure for tendering Equity Shares has been included in the Form of Acceptance-cum-Acknowledgement.

8.10. Procedure for Tendering the Shares in case of Non-Receipt of the Letter of Offer:

a) Persons who have acquired Equity Shares but whose names do not appear in the register of members of the Target Company on the Identified Date, or unregistered owners or those who have acquired Equity Shares after the Identified Date, or those who have not received the Letter of Offer, may also participate in this Offer.

b) A Shareholder may participate in the Offer by approaching their broker/Selling Broker and tender Shares in the Open Offer as per the procedure mentioned in this Letter of Offer or in the relevant Form of Acceptance cum Acknowledgement Form.

c) The Letter of Offer along with Form of Acceptance cum Acknowledgement Form will be dispatched to all the Eligible Public Shareholders of the Target Company as appearing in the list of members of the Target Company as on the Identified Date. A Public Shareholder receiving the LOF along with the Form of Acceptance through electronic mode will be entitled to be furnished with a physical copy of the said documents upon receipt of requisition, if any, by e-mail at [email protected] or by a letter addressed to the Registrar to the Offer. In case of non-receipt of the Letter of Offer, such Eligible Public Shareholders of the Target Company may download the same from the SEBI website (www.sebi.gov.in) or obtain a copy of the same from the Registrar to the Offer on providing suitable documentary evidence of holding of the Equity Shares. Alternatively, you can download the soft copy from the registrar's website www.aarthiconsultants.com.

d) Alternatively, in case of non-receipt of the Letter of Offer, the Shareholders holding the Equity Shares may participate in the Offer by providing their application in plain paper in writing signed by all shareholder(s), stating name, address, number of Equity Shares held, client ID number, DP name, DP ID number, number of Equity Shares tendered and other relevant documents as mentioned in the Letter of Offer. Such Shareholders have to ensure that their order is entered in the electronic platform of BSE which will be made available by BSE before the closure of the Tendering Period.

8.11. Acceptance of Equity Shares

a) Registrar to the Offer shall provide details of order acceptance to Clearing Corporation within specified timelines.

b) In the event that the number of Equity Shares validly tendered by the Shareholders under this Offer is more than the number of Offer Shares, the Acquirers shall accept those Equity Shares validly tendered by the Shareholders on a proportionate basis in consultation with the Manager, taking care to ensure that the basis of acceptance is decided in a fair and equitable manner and does not result in non-marketable lots, provided that acquisition of Equity Shares from a Shareholder shall not be less than the minimum marketable lot.

8.12. Settlement Process

a) On closure of the Offer, reconciliation for acceptances shall be conducted by the Manager to the Offer and the Registrar to the Offer and the final list shall be provided to the Stock Exchange to facilitate settlement on the basis of Shares transferred to the Clearing Corporation.

b) The settlement of trades shall be carried out in the manner similar to settlement of trades in the secondary market.

c) Selling Brokers should use the settlement number to be provided by the Clearing Corporation to transfer the shares in favor of Clearing Corporation.

d) For Equity Shares accepted under the Offer, the Clearing Corporation will make direct funds payout to respective eligible Shareholders. If relevant Shareholders' bank account details are not available or if the funds transfer instruction are rejected by RBI / relevant bank due to any reason, then such funds will be transferred to the concerned Selling Broker settlement bank account for onward transfer to their respective shareholders.

e) In case of certain client types viz. NRI, foreign clients etc. (where there are specific RBI and other regulatory requirements pertaining to funds pay-out) who do not opt to settle through custodians, the funds pay-out would be given to their respective Selling Broker's settlement accounts for onwards releasing the same to the relevant Shareholder's account. For this purpose, the client type details would be collected from the Registrar to the Offer.

f) The Public Shareholders will have to ensure that they keep the DP account active and unblocked to receive credit in case of return of Equity Shares, due to rejection or due to non-acceptance of the Equity Shares under the Offer. Excess demat Equity Shares or unaccepted demat Equity Shares, if any, tendered by the Shareholders would be returned to them by the Clearing Corporation.

g) Public Shareholders who intend to participate in the Offer should consult their respective Selling Broker for any cost, applicable taxes, charges and expenses (including brokerage) that may be levied by the Selling Broker upon the selling shareholders for tendering Equity Shares in the Offer (secondary market transaction). The Offer consideration received by the Shareholders, in respect of accepted Equity Shares, could be net of such costs, applicable taxes, charges and expenses (including brokerage) and the Acquirers and the Manager to the Offer accept no responsibility to bear or pay such additional cost, charges and expenses (including brokerage) incurred solely by the Shareholders.

h) Buying Broker would also issue a contract note to the Acquirers for the Equity Shares accepted under the Offer.

i) Once the basis of acceptance is finalised, the Clearing Corporation would facilitate clearing and settlement of trades by transferring the required number of Equity Shares to the Acquirers. The Buying Broker will transfer the funds pertaining to the Offer to the Clearing Corporation's bank account as per the prescribed schedule.

j) In case of delay in receipt of any statutory approval(s), SEBI may, if satisfied that such delay in receipt of the statutory approval(s) was not attributable to any wilful default, failure or neglect on the part of the Acquirers to diligently pursue such approval, and subject to such terms and conditions as specified by SEBI (including payment of interest in accordance with Regulation 18(11) & 18 (11A) of the SEBI SAST Regulations, 2011 grant an extension of time to the Acquirers pending receipt of such statutory approval(s) to make the payment of the consideration to the Shareholders whose Equity Shares have been accepted in the Offer.

DOCUMENTS FOR INSPECTION

Copies of the following documents will be available for inspection to the public shareholders of Target Company at the office of the Manager to the Offer, Finshore Management Services Limited, Kolkata on any day (except Saturdays, Sundays and public holidays) between 10.30 a. m. to 2.00 p.m. during the period from the Date of Commencement of the Tendering Period till the Date of Closing of the Tendering Period and also Shareholders can inspect the above mentioned documents online through the following link: https://finshoregroup.com/docsforinspection by entering their DP ID – Client ID or FOLIO Number along with PAN during the above mentioned tendering period.

Certificate of Incorporation, Memorandum and Articles of Association of the Target Company
Certificate of Incorporation, Memorandum and Articles of Association of the Acquirer 1 (ITTB)
Audited Financials of Blue Cloud Softech Solutions Limited for the year ended 31st March, 2023, 2022, 2021 and 2020 and unaudited financials (subject to limited review) for the period ended 31st December, 2022.
Audited Financials of ITTB Software Private Limited as on February 11, 2023.
Financials of IT Corpz INC as on December 31, 2022, December 31, 2021 and December 31, 2020.
Networth certificate dated 17th February, 2023 for Mrs. Janaki Yarlagadda and Mr. Janardhana Doranalala Sarma as on 16th February, 2023 and Networth certificate dated 17th February, 2023 for ITTB Software Private Limited as on 11th February, 2023 issued by P C N & Associates, Chartered Accountants, (FRN: 016016S) signed by its Partner K. Gopala Krishna (Membership No. 203605) having office at Plot No. "N Heights" Ground Floor, Software Layout Unit, Cyberabad, Hyderabad-500081, India.
Valuation Reports issued by Mr. A.N. Gawade, IBBI Regn No. IBBI/RV/05/2019/10746 having office at 7, Saraswati Heights, Behind café Good Luck, Deccan Gymkhana, Pune-411004
Memorandum of Understanding dated 17th February, 2023 between Lead Manager i.e. Finshore Management Services Limited and the Acquirers.
Copy of Escrow Agreement amongst the Acquirers, Kotak Mahindra Bank Limited and Finshore Management Services Limited dated 17th February 2023.
Copy of Letter dated 22nd February, 2023 from Kotak Mahindra Bank Limited confirming the cash deposit of Rs. 2,89,57,995 (Rupees Two Crores Eighty Nine Lakhs Fifty Seven Thousand Nine Hundred Ninety Five only) in the escrow account.
Copy of the Public Announcement dated 17th February, 2023 and published copy of the Detailed Public Statement dated 24th February, 2023.
Copy of the recommendation made by Committee of Independent Directors of the Target Company, as required under Regulation 26(7) of SEBI SAST Regulations, 2011.
SEBI Observation Letter dated 17th July, 2023, bearing reference number SEBI/HO/CFD/DCR/RAC-1/P/OW/2023/28680/1.

10. DECLARATION BY THE ACQUIRERS

10.1 The Acquirers namely, ITTB Software Private Limited, Mrs. Janaki Yarlagadda, and Mr. Janardhana Doranalala Sarma accepts full responsibility for the information contained in this LOF (other than information regarding the Target Company and information compiled from publicly available sources or provided by the Target Company, which has not been independently verified by the Acquirers or the Manager to the Offer).

The Acquirers also accept full responsibility for their obligations under the Open Offer and shall be responsible for the fulfillment of obligation as laid down in the SEBI SAST Regulations.

10.2 The Acquirers would be severally and jointly responsible for ensuring compliance with the Regulations.

10.3 The information contained in this Letter of Offer is as of the date of this Letter of Offer, unless expressly stated otherwise.

For and on behalf of Acquirers

Acquirer 1	Acquirer 2	Acquirer 3
ITTB Software Private Limited
Sd/-
Director	Sd/-
Mrs. Janaki Yarlagadda	Sd/-
Mr. Janardhan Doranalala Sarma

Date: Kolkata

Place: 20th July, 2023

Encl.:
1. Form of Acceptance-cum-Acknowledgement
2. Form No. SH-4 -Securities Transfer Form

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

FORMOF ACCEPTANCE-CUM-ACKNOWLEDGEMENT

(Capitalised terms and expressions used herein but not defined shall have the same meaning as ascribed to them in the Letter of Offer)

(Please send this Form with TRS generated by selling broker and enclosures to Registrar to the Offer, Aarthi Consultants Private Limited, at their address given in the Letter of Offer as per the mode of delivery mentioned in the Letter of Offer)

From
Name:
Address:
Tel. No.
Fax:
Email:
TENDERING PERIOD FOR THE OFFER
---	---
OFFER OPENS ON	:
OFFER CLOSES ON	:

To,

The Acquirers (ITTB Sofware Private Limited, Mrs. Janaki Yarlagadda and Mr. Janardhan Doranala Sarma) C/o. Aarthi Consultants Private Limited

Unit: Blue Cloud Softech Solutions Limited – Open Offer

"1-2-285, Domalaguda, Hyderabad, Telangana, 500029, India

Tel.: 040-27638111 / 27634445 / 27642217 / 66611921

Dear Sir/Madam,

Sub: Open Offer for acquisition of upto 3,51,00,600 Equity Shares, constituting 100% of the Existing Public Shareholding of Blue Cloud Softech Solutions Limited (“Target Company”) from the Public Shareholders of the Target Company by ITTB Sofware Private Limited, Mrs. Janaki Yarlagadda and Mr. Janardhan Doranala Sarma(“Acquirers”) under the SEBI SAST Regulations, 2011 (“Offer”).

I/ We refer to the Letter of Offer dated 20th July, 2023 for acquiring the Equity Shares held by me in M/s. Blue Cloud Softech Solutions Limited.

I acknowledge and confirm that all the particulars/statements given herein are true and correct.

NAME (in BLOCK LETTERS)*	HOLDER	PERMANENT ACCOUNT NUMBER (PAN)
(Please write names of the joint holders in the same order as appearing in the demat account)	Sole/First
	Second
	Third
Contact Number(s) of the First Holder	Tel. No. (with STD Code):	Mobile No.:
Full address of the First Holder with pin code

Email address of the First Holder:

I /We, the undersigned, have read PA, DPS and the Letter of Offer and understood its contents including the terms and conditions as mentioned therein.

I /We, unconditionally Offer to sell to the Acquirers the following equity shares in Target Company held by me at a price of Rs. 3/- (Rupees Three only) per fully paid-up equity share.

I /We, confirm that the Equity Shares which are being tendered herewith by me/us under this Open Offer, are free from liens, charges, equitable interests and encumbrances and are being tendered together with all rights attached thereto, including all rights to dividends, bonuses and rights offers, if any, declared hereafter and that I have obtained any necessary consents to sell the Equity Shares on the foregoing basis.

I /We, confirm that I am not a person acting in concert with the Acquirers.

I /We also note and understand that the obligation on the Acquirers to pay the purchase consideration arises only after verification of the certification, documents and signatures submitted along with this Form of Acceptance-cum-Acknowledgment.

I /We, confirm that there are no taxes or other claims pending against us which may affect the legality of the transfer of Equity Shares under the Income Tax Act, 1961. I am not debarred from dealing in Equity Shares.

I /We, confirm that in the event of any income tax demand (including interest, penalty, etc.) arising from any misrepresentation, inaccuracy or omission of information provided/to be provided by me, I will indemnify the Acquirers for such income tax demand (including interest, penalty, etc.) and provide the Acquirers with all information/documents that may be necessary and co-operate in any proceedings before any income tax/appellate authority.

I /We, note and understand that the Equity Shares will be held in trust for me by the Registrar to the Offer/Clearing Corporation until the time the Acquirers pays the purchase consideration as mentioned in the Letter of Offer.

I /We, note and understand that the Equity Shares would lie with the Clearing Corporation until the time the Acquirers make payment of purchase consideration as mentioned in the Letter of Offer. I authorize, the Acquirers to accept the Equity Shares so offered or such lesser number of Equity Shares which they may decide to accept in consultation with the Manager to the Offer and the Registrar to the Offer and in terms of the Letter of Offer and I further authorize the Acquirers to return to me, Equity Shares in respect of which the Open Offer is not found valid/not accepted without specifying the reasons thereof.

I /We, confirm that my status as a shareholder is ("√" whichever is applicable)

☐ Individual	☐ Foreign Company	☐ FII/FPI - Corporate	☐ FII/FPI - Others	☐ FVCI
☐ Foreign Trust	☐ Private Equity Fund / AIF	☐ Pension/ Provident Fund	☐ Sovereign Wealth Fund	☐ Partnership/ Proprietorship Firm
☐ Financial Institution	☐ NRIs/PIOs repatriable	☐ NRIs/ PIOs - non Repatriable	☐ OCB	☐ QFI
☐ Domestic Company	☐ Domestic Trust	☐ Insurance Company	☐ Banks	☐ Others - please Specify

FOR NRIs/ OCBs/ FIIs AND SUB-ACCOUNTS/ OTHER NON-RESIDENT SHAREHOLDERS:

I /We, confirm that my investment status is (please provide supporting documents and “√” whichever is applicable)

☐ FDI Route
☐ PIS Route
☐ Any other - please specify ___

I /We, confirm that the Offer Shares tendered by me are held on (“√” whichever is applicable)

☐ Repatriable basis
☐ Non - repatriable basis

I /We, confirm that (“√” whichever is applicable)

☐ No RBI or other regulatory approval was required by me for holding Offer Shares that have been tendered in this Open Offer and the Offer Shares are held under general permission of the RBI.
☐ Copies of all approvals required by me for holding Offer Shares that have been tendered in this Open Offer are enclosed herewith.
☐ Copy of RBI Registration letter taking on record the allotment of shares to me/us is enclosed herewith.

I /We, confirm that (“√” whichever is applicable)

☐ No RBI or other regulatory approval is required by me for tendering the Offer Shares in this Open Offer.
☐ Copies of all approvals required by me for tendering Offer Shares in this Open Offer are enclosed herewith.

BANK DETAILS

Name of the Bank
Branch
Account Number
IFSC Code
MICR Code
Savings/Current/(Others: Please specify)

Shareholders holding Equity Shares in dematerialised form, the bank account details for the purpose of interest payment, if any, will be taken from the record of the Depositories.

In case of interest payments, if any, by the Acquirer for delay in payment of Offer consideration or a part thereof, the Acquirer will deduct taxes at source at the applicable rates as per the Income Tax Act.

Yours faithfully,

Signed & Delivered:

	Full Name	PAN	Signature
First/Sole Holder
Joint Holder 1
Joint Holder 2
Joint Holder 3

Note: In case of joint holdings, all must sign. In case of body corporate, the common seal should be affixed and necessary Board resolutions should be attached.

Place:

Date:

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36

Tear Here

Acknowledgement Receipt – Blue Cloud Softech Solutions Limited- Open Offer

Received from Mr./Ms./M/s _______

Address: ________

Form of Acceptance-cum-Acknowledgement for Blue Cloud Softech Solutions Limited - Open Offer as per details below:

Copy of delivery instruction to depository participant of DP ID / Client ID __ for __ Equity Shares

Date of Receipt:

Place of Receipt:

Stamp of Selling Broker: ____ Signature of Official: ____

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38

INSTRUCTIONS

PLEASE NOTE THAT NO EQUITY SHARES / FORMS SHOULD BE SENT DIRECTLY TO THE ACQUIRER, THE TARGET COMPANY OR THE MANAGER TO THE OFFER

This Form should be filled in English.
All queries pertaining to this Offer may be directed to the Registrar to the Offer.
Eligible Shareholders who desire to tender their Equity Shares in the dematerialized form under the Offer would have to do so through their respective selling broker by indicating the details of Equity Shares they intend to tender under the Offer.
In case of Equity Shares held in joint names, names should be filled in the same order in this Form as the order in which they hold the Equity Shares, and should be duly witnessed. This order cannot be changed or altered nor can any new name be added for the purpose of accepting this Offer.
If the Equity Shares are rejected for any reason, the Equity Shares will be returned to the sole/first named Shareholder(s) along with all the documents received at the time of submission.
All Shareholders should provide all relevant documents, which are necessary to ensure transferability of the Equity Shares in respect of which the acceptance is being sent.
All documents/remittances sent by or to the Shareholders will be at their own risk. Shareholders are advised to adequately safeguard their interests in this regard.
Public Shareholders who are holding Equity Shares in physical form and intend to participate in the Open Offer will be required to approach their respective Selling Broker along with the complete set of documents for verification procedures to be carried out, including the (i) original share certificate(s), (ii) valid share transfer form(s), i.e Form SH-4, duly filled and signed by the transferors (i.e., by all registered shareholders in same order and as per the specimen signatures registered with the Target Company) and duly witnessed at the appropriate place, (iii) self-attested copy of the shareholder's PAN Card, (iv) Form of Acceptance duly completed and signed in accordance with the instructions contained therein, by sole/ joint Public Shareholders whose name(s) appears on the share certificate(s) in the same order in which they hold Equity Shares, and (v) any other relevant documents such as power of attorney, corporate authorization (including board resolution/ specimen signature), notarized copy of death certificate and succession certificate or probated will, if the original shareholder has deceased, etc., as applicable. Public Shareholders holding physical shares should note that such Equity Shares will not be accepted unless the complete set of documents is submitted. In addition, if the address of the Public Shareholder has undergone a change from the address registered in the 'Register of Members' of the Target Company, the Public Shareholder would be required to submit a self-attested copy of address proof consisting of any one of the following documents: (i) valid Aadhar card, (ii) voter identity card; or (iii) passport.
Procedure for tendering the Equity Shares in case of non-receipt of Letter of Offer:
Shareholders may participate in the Offer by confirming their consent to participate in this Offer on the terms and conditions of this Offer as set out in the PA, the DPS and the Letter of Offer. Such holders of Equity Shares may also apply on the Form of Acceptance-cum-Acknowledgment in relation to this Offer, which may be obtained from the SEBI website (www.sebi.gov.in) or from Registrar to the Offer.
The Procedure for Acceptance and Settlement of this Offer has been mentioned in the Letter of Offer at Paragraph 8.
The Letter of Offer along with the Form of Acceptance-cum-Acknowledgment would also be available at SEBI's website, (www.sebi.gov.in), and shareholders can also apply by downloading such forms from the said website.
The Letter of Offer along with Form of Acceptance-cum-Acknowledgment will be dispatched/ sent through electronic mail to all the Shareholders as on the Identified Date. In case of non-receipt of the Letter of Offer, such Shareholders of the Target Company may download the same from the SEBI website (www.sebi.gov.in) or obtain a copy of the same from the Registrar to the Offer on providing suitable documentary evidence of holding of the Equity Shares.
The Tender Form and TRS is not required to be submitted to the Acquirer, Manager to the Offer or the Target Company. Shareholders holding shares in demat mode are not required to fill any Form of Acceptance-cum Acknowledgment unless required by their respective Selling Broker. Equity Shares under lock-in will be required to fill the respective Forms of Acceptance-cum-Acknowledgment.
Interest payment, if any: In case of interest payments by the Acquirer for delay in payment of Offer consideration or a part thereof, the Acquirer will deduct taxes at source at the applicable rates as per the Income Tax Act.

If the resident and non-resident Shareholders require that no tax is to be deducted on the interest component or tax is to be deducted at a rate lower than the prescribed rate, in such cases the following documents are required to be submitted to the Registrar to the Offer.

For resident Shareholders:
- Self-attested copy of PAN card
- Certificate from the income tax authorities under Section 197 of the Income Tax Act, wherever applicable, in relation to payment of interest, if any, for delay in payment of Offer Price (certificate for deduction of tax at lower rate)
- Self-declaration in Form 15G / Form 15H (in duplicate), if applicable.
For specified entities under Section 194A(3)(iii) of the Income Tax Act, self-attested copy of relevant registration or notification (applicable only for interest payment, if any)

For non-resident Shareholders:
- Self-attested copy of PAN card;
- Certificate under Section 195(3) or Section 197 of the Income Tax Act, wherever applicable (certificate for deduction of tax at lower rate) from the income tax authorities under the Income Tax Act, indicating the amount of tax to be deducted by the Acquirer before remitting the amount of interest;
- Tax Residency Certificate and a no 'permanent establishment' / business connection declaration;
- name, e-mail id, contact number;
- address in the country or specified territory outside India of which the shareholder is a resident;
- Form 10F;
- Tax Identification Number/ Unique Identification Number of the shareholder;
- Such other information and documentation as may be required depending upon the specific terms of the relevant DTAA read with the provisions of MLI, including but not limited to a declaration of not having a permanent establishment in India;
- Certificate of lower or NIL withholding tax issued by income-tax authorities indicating the TDS rate/amount of tax to be deducted by the Acquirer;
- Self-attested declaration in respect of status of shareholder (e.g. individual, firm, company, trust, or any other - please specify) and residential status as per IT Act; and
- SEBI registration certificate for FII and FPI.

In an event of non-submission of aforesaid documents as may be applicable, tax will be deducted at the maximum rate applicable to the relevant category to which the Public Shareholder belongs, by the Acquirer.

In an event of non-submission of certificate for deduction of tax at nil / lower rate, tax will be deducted at the maximum marginal rate as may be applicable to the relevant category, to which the Shareholder belongs, by the Acquirer.

FOR DETAILED PROCEDURE IN RESPECT OF TENDERING EQUITY SHARES IN THIS OFFER, PLEASE REFER TO THE LETTER OF OFFER

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41

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42

Form No. SH-4 - Securities Transfer Form

[Pursuant to Section 56 of the Companies Act, 2013 and Sub-Rule (1) of Rule 11 of the Companies (Share Capital and Debentures) Rules 2014]

Date of execution: //______

FOR THE CONSIDERATION stated below the "Transferor(s)" named do hereby transfer to the "Transferee(s)" named the securities specified below subject to the conditions on which the said securities are now held by the Transferor(s) and the Transferee(s) do hereby agree to accept and hold the said securities subject to the conditions aforesaid.

CIN:	L	7	2	2	0	0	T	G	1	9	9	1	P	L	C	0	1	3	1	3	5

Name of the company (in full): BLUE CLOUD SOFTECH SOLUTIONS LIMITED

Name of the Stock Exchange where the company is listed, (if any): BSE Limited

DESCRIPTION OF SECURITIES:

Kind/ Class of securities (1)	Nominal value of each unit of security (2)	Amount called up per unit of security (3)	Amount paid up per unit of security (4)
Equity Shares	INR 2/-	INR 2/-	INR 2/-
No. of Securities being Transferred		Consideration received (Rs)
---	---	---	---
In figures	In words	In words	In figures

Distinctive Number	From
---	---	---	---
	To
Corresponding Certificate Nos.
---	---	---	---

Transferor's Particulars

Registered Folio Number: ___

Name(s) in full

PAN No. Signature(s)

I, hereby confirm that the transferor has signed before me.

Signature of the Witness: _______

Name of the Witness: _______

Address of the Witness: _______

Pincode: _______

Transferee’s Particulars
Name in full (1)	Father’s/ Mother’s / Spouse’s Name (2)	Address (3)

Occupation (4)	Existing Folio No., if any (5)	Signature (6)
Business		1.
2.
3.
Folio No. of Transferee	Specimen Signature of Transferee(s)
---	---
	1.
2.
3.

Value of Stamp affixed:

Enclosures:

Stamps

Certificate of shares or debentures or other securities
If no certificate is issued, Letter of allotment
Copy of PAN Card of all the Transferees (For all listed Cos.
Others, Specify

For Office Use Only

Checked by _______

Signature Tallied by _______

Entered in the Register of Transfer on
____ vide Transfer no ____

Approval Date _______

Power of attorney / Probate / Death certificate / Letter of Administration

Registered on ____ at
No ____

POST OFFER ADVERTISEMENT TO THE EQUITY SHAREHOLDERS UNDER REGULATION 18 (12) IN TERMS OF SEBI (SUBSTANTIAL

ACQUISITION OF SHARES AND TAKEOVERS) REGULATIONS, 2011 AS AMENDED OF

BLUE CLOUD SOFTECH SOLUTIONS LIMITED

Registered Office: 1-2-286, Domalgada, Hyderabad-500029, India

Corporate Identification Number (CIN): L72200T02991PLC013135, Tel: 040-23326666 / 8019658999;

Email: [email protected]; Website: www.bluecloudsoftech.com

Open Offer for acquisition of 3,51,00,600 (Three Crores Fifty One Lakhs and Six Hundred Only) fully paid up equity shares of Rs.2/- each from equity shareholders of Blue Cloud Softech Solutions Limited (hereinafter referred to as "Target Company" or "Blueclouds") pursuant to (i) execution of Share Purchase Agreement (SPA) amongst Duranta Power Projects Private Limited (hereinafter referred to as "Seller 1"), Newton Power Private Limited (hereinafter referred to as "Seller 2") (hereinafter collectively referred to as "Sellers"), ITTB Software Private Limited (hereinafter referred to as "Acquirer 1"), Mrs. Janaki Yarlagadda (hereinafter referred to as "Acquirer 2"), Mr. Janardhana Doranalia Sarma (hereinafter referred to as "Acquirer 3") (hereinafter collectively referred to as "Acquirers") and Blue Cloud Softech Solutions Limited (hereinafter referred to as "Target Company") for purchase of 1,41,92,200 (One Crore Forty-One Lakh Ninety two Thousand Two Hundred Only) Equity Shares by the Acquirers from the Sellers dated 17 th February, 2023 and (ii) issuance of 6,00,15,000* (Six Crores Fifteen Thousand) Equity Share on Preferential Basis to Mrs. Janaki Yarlagadda ("Acquirer 2"), representing 100% of the existing Public Shareholding, being the eligible shareholders of the target company for cash at a price of ₹3/- per equity share by the "Acquirers", pursuant to and in accordance with the Regulations 3(1) and 4 SEBI SAST Regulations.

*Public Shareholders hold 3,51,00,600 Shares. However, 26% of the expanded capital (considering all the potential increases in the number of outstanding shares) is 5,67,16,608 which exceeds the public holding, hence restricted to total public holding i.e., 3,51,00,600.

** Total Preferential Issue is for 16,00,40,000 Equity Shares of Blueclouds, wherein Blueclouds is purchasing 4,00,10,000 shares of IT Corp INC in lieu of issuance of 16,00,40,000 Equity Shares by way of share swap to Mrs. Janaki Yarlagadda (Acquirer 2) (6,00,15,000 Equity Shares), Yas Takaful P.I.S.C. (5,00,12,500 Equity Shares) and BlueSky Capital Fund SPC (5,00,12,500 Equity Shares). The preferential issue made to Yas Takaful P.I.S.C and BlueSky Capital Fund SPC will be in the capacity of public shareholders of Blueclouds.

This Post Offer Advertisement is being issued by Finshore Management Services Limited (hereinafter referred to as "Manager to the Offer"), on behalf of ITTB Software Private Limited (hereinafter referred to as "Acquirer 1"), Mrs. Janaki Yarlagadda (hereinafter referred to as "Acquirer 2"), Mr. Janardhana Doranalia Sarma (hereinafter referred to as "Acquirer 3") (hereinafter collectively referred to as "Acquirers"), in connection with the offer made by the Acquirers, in compliance with Regulation 18(12) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 as amended ("SEBI SAST Regulations"). The Detailed Public Statement ("DPS") with respect to the aforementioned offer was made on 24th February, 2023 in Financial Express, English National Daily (in all editions), Jansatta, Hindi National Daily (in all editions), Pratahakal, Marathi daily (in Mumbai edition) and in Prajadarbaz, Tamil daily (in Hyderabad edition) newspapers.

1	Name of the Target Company	BLUE CLOUD SOFTECH SOLUTIONS LIMITED
2	Name of the Acquirer and PACs	ITTB Software Private Limited (Acquirer 1), Mrs. Janaki Yarlagadda (Acquirer 2), Mr. Janardhana Doranalia Sarma (Acquirer 3)
3	Name of the Manager to the Offer	Finshore Management Services Limited
4	Name of the Registrar to the Offer	Aarthi Consultants Private Limited
5	Offer Details:
	a) Date of Opening of the Offer	2nd August, 2023 (Wednesday)
	b) Date of Closure of the Offer	17th August, 2023 (Thursday)
6	Date of Payment of Consideration	22nd August, 2023 (Tuesday)
7	Details of Acquisition
Sl. No	Particulars	Proposed in the Offer Document (Letter of Offer)		Actuals
7.1	Offer Price	Rs. 3 per Fully paid up equity share		Rs. 3 per Fully paid up equity share
7.2	Aggregate number of shares tendered	3,51,00,600		31
7.3	Aggregate number of shares accepted	3,51,00,600		31
7.4	Size of the Offer (Number of shares multiplied by offer price per share)	Rs. 10,53,01,800		Rs. 93
7.5	Shareholding of the Acquirers before Agreements/Public Announcement (No. & %)	NIL		NIL
7.6	Shares Acquired by way of Share Purchase Agreement (SPA) • Number • % of Fully Diluted Equity Share Capital	1,41,92,200 (6.51 %)		1,41,92,200 (6.51 %)
7.7	Shares Acquired by way of Preferential Allotment* • Number • % of Fully Diluted Equity Share Capital	6,00,15,000 (27.51 %)		6,00,15,000 (27.51 %)
7.8	Shares Acquired by way of Open Offer • Number • % of Fully Diluted Equity Share Capital	3,51,00,600 @		31 (0.00 %)
7.9	Shares acquired after Detailed Public Statement • Number of shares acquired • Price of the shares acquired • % of the shares acquired	NIL		NIL
7.10	Post offer shareholding of Acquirer • Number • % of Fully Diluted Equity Share Capital	10,93,07,800 (50.11 %)		7,42,07,231 (34.02 %)
7.11	Pre & Post offer shareholding of the Public	Pre-Offer	Post-Offer	Pre-Offer	Post-Offer
	• Number • % of Fully Diluted Equity Share Capital	3,51,00,600 @	10,00,25,000 (45.85 %)	3,51,00,600 @	13,51,25,569 (61.94 %)

Note: The Percentage of fully diluted Equity Share Capital has been calculated on the basis of Expanded share Capital/ Emerging fully diluted voting Equity share capital of the target company which constitutes existing Share capital of 5,81,00,800 equity shares and preferential issue of 16,00,40,000 equity shares accumulating to 21,81,40,800 shares, except as below (i.e., @):

@ 3,51,00,600 shares represent 100.00 % of the existing public shareholding.

Target Company in its meeting dated August 8, 2023, made a preferential allotment of 16,00,40,000 (Sixteen Crore Forty Thousand) equity shares at a price of Rs.3/- per equity share, wherein Blue cloud is purchasing 4,00,10,000 shares of IT Corp INC in lieu of issuance of 16,00,40,000 Equity Shares by way of share swap to Mrs. Janaki Yarlagadda (Acquirer 2) (6,00,15,000 Equity Shares), Yas Takaful P.I.S.C. (5,00,12,500 Equity Shares) and BlueSky Capital Fund SPC (5,00,12,500 Equity Shares). The preferential issue made to Yas Takaful P.I.S.C and Bluesky Capital Fund SPC will be in the capacity of public shareholders of Blue cloud.
The Acquirers along with its Directors severally and jointly accept full responsibility for the information contained in this Post Offer Advertisement and also for the obligations under SEBI SAST Regulations.
A copy of this Post Offer Advertisement will be available on the websites of SEBI, BSE Limited and the registered office of the Target Company (Blue Cloud Softech Solutions Limited).
The capitalized terms used but not defined in this advertisement shall have the meanings assigned to such terms in the Public Announcement and/or Detailed Public Statement and/or Letter of Offer.
This Post offer Advertisement is being issued in all the newspapers in which the DPS has appeared.

Issued by Manager to the Offer on behalf of the Acquirers

Finshore Management Services Limited,

Anandlok Block A, Room-207,

227, AJC Bose Road,

Kolkata-700020

Tel: +91-033-22895101

Website: www.finshoregroup.com

Investor Grievance email id: [email protected]

Contact Person: Mr. S Ramakrishna Iyengar

SEBI Registration No: INM000012185

Place: Kolkata

Date: 25th August, 2023

BOLLIKOND

A VINOD

BABU

Digitally signed by

BOLLIKONDA VINOD

BABU

Date: 2026.05.28

18:07:54 +05'30'

NEWTON POWER PRIVATE LIMITED

CIN: U40108TG2011PTC072337

Registered Address: Plot; No.27, Flat No.303, Dhanunjaya Residency, Rajeev Nagar, Yousufguda Post, Hyderabad, Telangana, India, 500045.

Undertaking from promoter(s) seeking reclassification

Date: 23.02.2024

To,

The Deputy General Manager,

Listing Compliance Monitoring Cell,

24th Floor, P.J. Towers,

Dalal Street, Mumbai -400001

Sub: Application for Reclassification under Regulation 31A of SEBI (Listing Obligations and Disclosure Requirements) Regulations (Listing Regulations), 2015

Dear Sir / Madam,

In connection with application for reclassification, I hereby confirm and certify that:

I along with persons related to me together:

a. do not hold more than ten percent of the total voting rights in the company
b. do not exercise control over the affairs of the company, directly or indirectly.
c. do not have any special rights with respect to the company through formal or informal arrangements including through any shareholder agreements
d. are not being represented on the board of directors (including not having a nominee director) of the Company.
e. do not act as a key managerial person of the Company
f. are not ‘wilful defaulter(s)’ as per the Reserve Bank of India Guidelines
g. are not fugitive economic offender

There is no pending regulatory action against me.

BOLLIKOND
A VINOD
BABU
Digitally signed by
BOLLIKONDA VINOD
BABU
Date: 2026.05.28
18:08:15 +05'30'
Director
For NEWTON POWER PRIVATE LIMITED

NEWTON POWER PRIVATE LIMITED

CIN: U40108TG2011PTC072337

Registered Address: Plot; No.27, Flat No.303, Dhanunjaya Residency, Rajeev Nagar, Yousufguda Post, Hyderabad, Telangana, India, 500045.

I shall continue to comply with the conditions mentioned at sub-clauses (i), (ii) and (iii) of clause (b) of Regulation 31A (3) of SEBI (Listing Obligation and Disclosure Requirements), Regulations, 2015 at all times from the date of re-classification, failing which, I shall be reclassified as promoter/person belonging to the promoter group of the company.
I shall comply with the conditions mentioned in the of sub-clauses (iv) and (v) of clause (b) of Regulation 31A (3) of SEBI (Listing Obligation and Disclosure Requirements), Regulations, 2015 for a period of not less than three years from the date of reclassification, failing which, I shall be reclassified as promoter/person belonging to promoter group of the company.

Your's faithfully

FOR NEWTON POWER PRIVATE LIMITED

For NEWTON POWER PRIVATE LIMITED

Name: Gundlamadugu Narasimha Sarma
Designation: Director
Din: 07238879

NEWTON POWER PRIVATE LIMITED

CIN: U40108TG2011PTC072337

Registered Address: Plot; No.27, Flat No.303, Dhanunjaya Residency, Rajeev Nagar, Yousufguda Post, Hyderabad, Telangana, India, 500045.

Date: 13.12.2023

The Board of Directors,

Blue Cloud Softech Solutions Ltd

Plot No. 38, 5th Floor, Software Units - Layout, Hitech City, Madhapur, Hyderabad, Telangana, 500081

Sub: Request for Reclassification under Regulation 31A of SEBI (Listing Obligations and Disclosure Requirements) Regulations (Listing Regulations), 2015

Dear Sir / Madam,

This is with reference to the Subject cited, I hereby request you to reclassify me as public from the existing category of promoter of the “Blue Cloud Softech Solutions Ltd” as the other persons/entities have acquired the Company by giving open offer under SEBI (SAST) Reg 2011

Request you to kindly accept the above and do the needful.

Thanking You,

Your’s faithfully

FOR NEWTON POWER PRIVATE LIMITED

For NEWTON POWER PRIVATE LIMITED

Name: Gundlamadugu Narasimha Sarma
Designation: Director
Din: 07238879

NEWTON POWER PRIVATE LIMITED

CIN: U40108TG2011PTC072337

Registered Address: Plot; No.27, Flat No.303, Dhanunjaya Residency, Rajeev Nagar,
Yousufguda Post, Hyderabad, Telangana, India, 500045.

EXTRACTS OF THE MINUTES OF THE MEETING OF THE BOARD OF DIRECTORS OF THE COMPANY M/S NEWTON POWER PRIVATE LIMITED HELD ON 12TH DAY OF DECEMBER, 2023 AT 11.00 AM AT THE REGISTERED OFFICE OF THE COMPANY

RECLASSIFICATION TO PUBLIC FROM PROMOTER OF M/S BLUE CLOUD SOFTECH SOLUTIONS LTD

“RESOLVED THAT the consent of the Board of Directors of the Company be and is hereby accorded to reclassify M/s Newton Power Private Limited to Public category from being the existing category of Promoter of M/s Blue Cloud Softech Solutions Ltd”

“RESOLVED THAT any of the Board of Directors of the Company be and is hereby severally authorized to do all acts, deeds and things which are necessary to give effect to the above resolution”

//FOR CERTIFIED TRUE COPY//

FOR NEWTON POWER PRIVATE LIMITED

For NEWTON POWER PRIVATE LIMITED

Name: Gundlamadugu Narasimha Sarma
Designation: Director
Din: 07238879

DURANTA POWER PROJECTS PRIVATE LIMITED

CIN: U40106TG2011PTC072676

Registered Address: H.No: 6-3-655/4, Near Civil Supplies Bhavan Somajiguda, Hyderabad, Telangana, India, 500082.

Undertaking from promoter(s) seeking reclassification

Date: 23.02.2024

To,

The Deputy General Manager,

Listing Compliance Monitoring Cell,

24th Floor, P.J. Towers,

Dalal Street, Mumbai -400001

Sub: Application for Reclassification under Regulation 31A of SEBI (Listing Obligations and Disclosure Requirements) Regulations (Listing Regulations), 2015

Dear Sir / Madam,

In connection with application for reclassification, I hereby confirm and certify that:

I along with persons related to me together:

There is no pending regulatory action against me.
I shall continue to comply with the conditions mentioned at sub-clauses (i), (ii) and (iii) of clause (b) of Regulation 31A (3) of SEBI (Listing Obligation and Disclosure Requirements), Regulations, 2015 at all times from the date of re-classification, failing

For DURANTA POWER PROJECTS PVT. LTD.

Director

DURANTA POWER PROJECTS PRIVATE LIMITED
CIN: U40106TG2011PTC072676
Registered Address: H.No: 6-3-655/4, Near Civil Supplies Bhavan Somajiguda, Hyderabad, Telangana, India, 500082.

which, I shall be reclassified as promoter/person belonging to the promoter group of the company.

I shall comply with the conditions mentioned in the of sub-clauses (iv) and (v) of clause (b) of Regulation 31A (3) of SEBI (Listing Obligation and Disclosure Requirements), Regulations, 2015 for a period of not less than three years from the date of reclassification, failing which, I shall be reclassified as promoter/person belonging to promoter group of the company.

Your’s faithfully

For Duranta Power Projects Private Limited

For DURANTA POWER PROJECTS PVT. LTD.

Name: Gundlamadugu Narasimha Sarma
Designation: Director
Din: 07238879

DURANTA POWER PROJECTS PRIVATE LIMITED

CIN: U40106TG2011PTC072676

Registered Address: H.No: 6-3-655/4, Near Civil Supplies Bhavan Somajiguda, Hyderabad, Telangana, India, 500082.

Date: 13.12.2023

The Board of Directors,

Blue Cloud Softech Solutions Ltd

Plot No. 38, 5th Floor, Software Units - Layout, Hitech City, Madhapur, Hyderabad, Telangana, 500081

Sub: Request for Reclassification under Regulation 31A of SEBI (Listing Obligations and Disclosure Requirements) Regulations (Listing Regulations), 2015

Dear Sir / Madam,

This is with reference to the Subject cited, I hereby request you to reclassify me as public from the existing category of promoter of the “Blue Cloud Softech Solutions Ltd” as the other persons/entities have acquired the Company by giving open offer under SEBI (SAST) Reg 2011

Request you to kindly accept the above and do the needful.

Thanking You,

Your’s faithfully

For Duranta Power Projects Private Limited

For DURANTA POWER PROJECTS PVT. LTD

Name: Gundlamadugu Narasimha Sarma

Designation: Director

Din: 07238879

Director

DURANTA POWER PROJECTS PRIVATE LIMITED

CIN: U40106TG2011PTC072676

Registered Address: H.No: 6-3-655/4, Near Civil Supplies Bhavan Somajiguda, Hyderabad, Telangana, India, 500082.

EXTRACTS OF THE MINUTES OF THE MEETING OF THE BOARD OF DIRECTORS OF THE COMPANY M/S DURANTA POWER PROJECTS PRIVATE LIMITED HELD ON 12TH DAY OF DECEMBER, 2023 AT 03.00 PM AT THE REGISTERED OFFICE OF THE COMPANY

RECLASSIFICATION TO PUBLIC FROM PROMOTER OF M/S BLUE CLOUD SOFTECH SOLUTIONS LTD

"RESOLVED THAT the consent of the Board of Directors of the Company be and is hereby accorded to reclassify M/s Duranta Power Projects Private Limited to Public category from being the existing category of Promoter of M/s Blue Cloud Softech Solutions Ltd"

"RESOLVED THAT any of the Board of Directors of the Company be and is hereby severally authorized to do all acts, deeds and things which are necessary to give effect to the above resolution"

BOLLIKONDA
VINOD BABU
//FOR CERTIFIED TRUE COPY//
SIGNATURE
Digitally signed by BOLLIKONDA VINOD BABU
Date: 2020.05.28 18:08:36 +03'00

FOR DURANTA POWER PROJECTS PRIVATE LIMITED
For DURANTA POWER PROJECTS PVT. LTD.
Name: Gundlamadugu Narasimha Sarma
Designation: Director
Din: 07238879
Director

AI assistant

Blue Cloud Softech Solutions Limited Merger & Acquisition 2026

61170_rns_2026-05-28_e01e8b5e-f8ac-45fd-bfd2-6ee90fa3eaf6.pdf

LETTER OF OFFER

RISK FACTORS

Relating to the Transaction and Open Offer:

1. DEFINITIONS AND ABBREVIATIONS

2. DISCLAIMER CLAUSE

3. DETAILS OF THE OFFER

3.1 Background to the Offer

3.3 Object of the Acquisition

4. BACKGROUND OF THE ACQUIRERS

A.1. ITTB SOFTWARE PRIVATE LIMITED ("ACQUIRER 1")

A.3 JANARDHANA DORANALA SARMA ("ACQUIRER 3")

# Restricted to information available on the public domain

6. OFFER PRICE AND FINANCIAL ARRANGEMENTS

6.1 Justification of offer price

10. DECLARATION BY THE ACQUIRERS

For and on behalf of Acquirers

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

FORMOF ACCEPTANCE-CUM-ACKNOWLEDGEMENT

FOR NRIs/ OCBs/ FIIs AND SUB-ACCOUNTS/ OTHER NON-RESIDENT SHAREHOLDERS:

BANK DETAILS

Acknowledgement Receipt – Blue Cloud Softech Solutions Limited- Open Offer

INSTRUCTIONS

Form No. SH-4 - Securities Transfer Form

BLUE CLOUD SOFTECH SOLUTIONS LIMITED

NEWTON POWER PRIVATE LIMITED

Undertaking from promoter(s) seeking reclassification

NEWTON POWER PRIVATE LIMITED

NEWTON POWER PRIVATE LIMITED

NEWTON POWER PRIVATE LIMITED

EXTRACTS OF THE MINUTES OF THE MEETING OF THE BOARD OF DIRECTORS OF THE COMPANY M/S NEWTON POWER PRIVATE LIMITED HELD ON 12TH DAY OF DECEMBER, 2023 AT 11.00 AM AT THE REGISTERED OFFICE OF THE COMPANY

RECLASSIFICATION TO PUBLIC FROM PROMOTER OF M/S BLUE CLOUD SOFTECH SOLUTIONS LTD

DURANTA POWER PROJECTS PRIVATE LIMITED

DURANTA POWER PROJECTS PRIVATE LIMITED

DURANTA POWER PROJECTS PRIVATE LIMITED

EXTRACTS OF THE MINUTES OF THE MEETING OF THE BOARD OF DIRECTORS OF THE COMPANY M/S DURANTA POWER PROJECTS PRIVATE LIMITED HELD ON 12TH DAY OF DECEMBER, 2023 AT 03.00 PM AT THE REGISTERED OFFICE OF THE COMPANY

RECLASSIFICATION TO PUBLIC FROM PROMOTER OF M/S BLUE CLOUD SOFTECH SOLUTIONS LTD

AI assistant

Blue Cloud Softech Solutions Limited — Merger & Acquisition 2026

61170_rns_2026-05-28_e01e8b5e-f8ac-45fd-bfd2-6ee90fa3eaf6.pdf

LETTER OF OFFER

RISK FACTORS

Relating to the Transaction and Open Offer:

1. DEFINITIONS AND ABBREVIATIONS

2. DISCLAIMER CLAUSE

3. DETAILS OF THE OFFER

3.1 Background to the Offer

3.3 Object of the Acquisition

4. BACKGROUND OF THE ACQUIRERS

A.1. ITTB SOFTWARE PRIVATE LIMITED ("ACQUIRER 1")

A.3 JANARDHANA DORANALA SARMA ("ACQUIRER 3")

# Restricted to information available on the public domain

6. OFFER PRICE AND FINANCIAL ARRANGEMENTS

6.1 Justification of offer price

10. DECLARATION BY THE ACQUIRERS

For and on behalf of Acquirers

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

FORMOF ACCEPTANCE-CUM-ACKNOWLEDGEMENT

FOR NRIs/ OCBs/ FIIs AND SUB-ACCOUNTS/ OTHER NON-RESIDENT SHAREHOLDERS:

BANK DETAILS

Acknowledgement Receipt – Blue Cloud Softech Solutions Limited- Open Offer

INSTRUCTIONS

Form No. SH-4 - Securities Transfer Form

BLUE CLOUD SOFTECH SOLUTIONS LIMITED

NEWTON POWER PRIVATE LIMITED

Undertaking from promoter(s) seeking reclassification

NEWTON POWER PRIVATE LIMITED

NEWTON POWER PRIVATE LIMITED

NEWTON POWER PRIVATE LIMITED

EXTRACTS OF THE MINUTES OF THE MEETING OF THE BOARD OF DIRECTORS OF THE COMPANY M/S NEWTON POWER PRIVATE LIMITED HELD ON 12TH DAY OF DECEMBER, 2023 AT 11.00 AM AT THE REGISTERED OFFICE OF THE COMPANY

RECLASSIFICATION TO PUBLIC FROM PROMOTER OF M/S BLUE CLOUD SOFTECH SOLUTIONS LTD

DURANTA POWER PROJECTS PRIVATE LIMITED

DURANTA POWER PROJECTS PRIVATE LIMITED

DURANTA POWER PROJECTS PRIVATE LIMITED

EXTRACTS OF THE MINUTES OF THE MEETING OF THE BOARD OF DIRECTORS OF THE COMPANY M/S DURANTA POWER PROJECTS PRIVATE LIMITED HELD ON 12TH DAY OF DECEMBER, 2023 AT 03.00 PM AT THE REGISTERED OFFICE OF THE COMPANY

RECLASSIFICATION TO PUBLIC FROM PROMOTER OF M/S BLUE CLOUD SOFTECH SOLUTIONS LTD

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Blue Cloud Softech Solutions Limited Merger & Acquisition 2026