Bluspring Promoters Acquire 22.34% Stake via Scheme
Ajit Isaac and Isaac Enterprises LLP, constituting the promoter and promoter group of Bluspring Enterprises Limited, have collectively acquired 3,32,62,656 equity shares, representing a 22.34% stake in the company. This significant acquisition was the result of an allotment of equity shares on April 21, 2025, under a Composite Scheme of Arrangement. The shares were subsequently listed and admitted for trading on both the BSE Limited and the National Stock Exchange of India Limited on June 11, 2025, as per a regulatory filing made on the same day.
Promoter Shareholding Change in Bluspring Enterprises LimitedAcquirerPre-Transaction Shares HeldPre-Transaction % of Total Share CapitalPost-Transaction Shares Held
Post-Transaction % of Total Share Capital
Ajit Abraham Isaac1*0.00%*1,78,96,832
12.02%Isaac Enterprises LLPNilNil1,53,65,824
10.32%TotalNil (Effectively)Nil (Effectively)3,32,62,656
22.34%
*Pursuant to the Scheme amongst Quess, Digitide and Bluspring, and their respective shareholders and creditors, as approved by the NCLT vide its order dated March 4, 2025, the equity share held by Ajit Abraham Isaac as a nominee of the Holding Company, Quess Corp Limited (pre-Scheme) has been cancelled with effect from April 21, 2025.
Details of the Acquisition
The acquisition was undertaken by Mr. Ajit Abraham Isaac in his capacity as a promoter, and by Isaac Enterprises LLP as part of the promoter group. Post-allotment, Mr. Isaac holds 1,78,96,832 equity shares, or 12.02% of Bluspring's paid-up capital, while Isaac Enterprises LLP holds 1,53,65,824 equity shares, equivalent to a 10.32% stake. Together, their holding amounts to 3,32,62,656 equity shares, consolidating their stake to 22.34% in Bluspring Enterprises Limited. The equity shares are of face and paid-up value of Rs. 10/- each.Prior to this allotment under the scheme, Ajit Abraham Isaac held a single equity share as a nominee of Quess Corp Limited (the Holding Company pre-Scheme), which was cancelled effective April 21, 2025, as part of the scheme. Isaac Enterprises LLP held no shares. Therefore, the effective pre-transaction holding of the acquirers for the purpose of this specific allotment was nil.The Composite Scheme of Arrangement
This substantial acquisition is a direct consequence of a Composite Scheme of Arrangement involving Quess Corp Limited (referred to as the "Demerged Company"), Digitide Solutions Limited ("Resulting Company 1"), and Bluspring Enterprises Limited ("Resulting Company 2" or "the Company"). The scheme, which facilitates a restructuring of these entities, was approved by the Hon’ble National Company Law Tribunal (NCLT), Bengaluru Bench, vide its order dated March 4, 2025.Under the terms of this NCLT-approved scheme, shareholders of the Demerged Company (Quess Corp Limited) were allotted shares in Bluspring Enterprises Limited. The "Share Entitlement Ratio" stipulated that for every one equity share of face and paid-up value of Rs. 10/- each held in Quess Corp Limited, shareholders would be allotted one equity share of face and paid-up value of Rs. 10/- each in Bluspring Enterprises Limited. The allotment to Mr. Isaac and Isaac Enterprises LLP was made based on their shareholding in the Demerged Company.Regulatory Compliance and Exemption
The company has filed this report with the stock exchanges under Regulation 10(6) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (SEBI SAST Regulations). This regulation mandates disclosure for acquisitions made in reliance upon exemptions provided elsewhere in Regulation 10.
The acquirers have relied on the exemption provided under Regulation 10(1)(d)(ii) of the SEBI SAST Regulations. This specific clause exempts acquisitions made pursuant to a scheme of arrangement or reconstruction ordered by a Court or Tribunal (like the NCLT) from the obligation of making an open offer to the public shareholders, which would otherwise be triggered by such a substantial acquisition of shares. The filing confirms that no disclosure of proposed acquisition was required under Regulation 10(5) as it was not applicable in this case.The disclosure under Regulation 10(6) was submitted on June 11, 2025, which is within the stipulated four working days following the commencement of trading of the newly allotted equity shares of Bluspring Enterprises Limited, thereby adhering to the regulatory timeline.Key Dates and Listing DetailsThe timeline for this corporate action is as follows:
- NCLT Approval of Scheme: March 4, 2025
- Allotment of Equity Shares: April 21, 2025
- Listing and Admission for Trading: June 11, 2025
- Reporting to Stock Exchanges: June 11, 2025
The equity shares of Bluspring Enterprises Limited are listed and traded on BSE Limited under the Scrip Code 544414 and on the National Stock Exchange of India Limited under the symbol BLUSPRING. The commencement of trading for these newly allotted shares on June 11, 2025, marked a key step in the completion of the scheme of arrangement.Significance for Bluspring Enterprises
This acquisition significantly consolidates the promoter and promoter group's holding in Bluspring Enterprises Limited. Such an increase in promoter stake, especially when arising from a structured corporate action like a scheme of arrangement, is often viewed by the market as a sign of confidence from the promoters in the company's future prospects.
The transaction provides clarity on the shareholding structure of Bluspring Enterprises post the effectiveness of the Composite Scheme of Arrangement. For investors and the market, this disclosure offers vital information regarding a substantial change in ownership and control dynamics within the company, following its emergence or restructuring under the approved scheme.