Ace Software Exports Files Regulatory Disclosure for 40% UK Energy Firms Acquisition

Ace Software Exports Limited has filed a formal regulatory disclosure under SEBI regulations regarding its binding term sheet for the strategic acquisition of minority stakes in two UK-based energy technology companies, providing comprehensive details of the proposed transaction structure and compliance requirements. Regulatory Filing and Compliance The company submitted its disclosure to BSE Limited on February 15, 2026, under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. This filing serves as a continuation of the company's earlier intimation dated August 27, 2025, and provides detailed information as required under SEBI Master Circular dated January 30, 2026. Filing Details: Specifications BSE Code: 531525/890230 Filing Date: February 15, 2026 Regulation: SEBI (LODR) Regulations 2015 Previous Intimation: August 27, 2025 Company Website: www.acesoftex.com Transaction Overview The binding term sheet covers the proposed acquisition of 40% equity stake in both MyUtilityGenius Limited (MUG) and MyUtilityGenius Commercial Limited (MUGC) from Westbury Solutions Limited. The transaction structure involves acquiring shares through a combination of subscription to newly issued share capital and purchase from the existing shareholder. Transaction Structure: Details Target Companies: MyUtilityGenius Limited & MyUtilityGenius Commercial Limited Seller: Westbury Solutions Limited Acquisition Stake: 40% fully diluted equity in each company Maximum Enterprise Value: GBP 5,000,000 Share Acquisition Method: 80 shares via cash subscription, 352 shares via share swap Expected Timeline: Within three months from term sheet date Target Company Financial Performance Both target companies, incorporated in 2019 in England and Wales, have demonstrated consistent revenue growth in their energy technology and consultancy operations. The companies operate on a financial year basis from July to June. Financial Performance: FY 2025 FY 2024 MyUtilityGenius Limited Revenue (GBP): 5,54,332 4,85,442 Revenue (INR): 6.52 Cr 5.12 Cr MyUtilityGenius Commercial Limited Revenue (GBP): 11,26,026 9,56,369 Revenue (INR): 13.25 Cr 10.08 Cr Business Operations and Strategic Focus The target companies operate as a UK-based energy technology and consultancy group, combining advanced software platforms with data-driven services. Their operations encompass strategic energy procurement, flexible contract solutions, and digital products that optimize energy procurement, tariff pricing, and risk management across domestic and commercial markets. The companies provide API-enabled acquisition tools, white-label energy enrollment and switching portals, and analytics-led decision support for suppliers, brokers, and end users. Regulatory Approvals and Conditions Precedent The proposed acquisition remains subject to execution of definitive Share Purchase & Subscription Agreement (SPSA) and Shareholders' Agreement (SHA), completion of due diligence, and fulfillment of customary conditions precedent. The regulatory filing confirms that the transaction does not fall within related party transactions and that promoters have no interest in the target entities. Compliance Requirements: Status Related Party Transaction: No Promoter Interest: None Due Diligence: Required for completion Third-party Consents: Subject to procurement SEBI Compliance: Required for share swap component UK Companies Act 2006: Compliance required Governance and Control Framework Upon completion, Ace Software Exports Limited will hold 40% fully diluted equity stake in each target entity with substantive control rights including board representation and reserved matter rights. The company has committed to making appropriate disclosures upon execution of final agreements as required under applicable law, with the signing authority being Company Secretary & Compliance Officer Mansi Patel. Ace Software Exports Limited announced its unaudited financial results for the quarter ended December 31, 2025, alongside a significant acquisition that will strengthen its position in the education technology sector. The Board of Directors, meeting on February 13, 2026, approved both the quarterly results and the complete acquisition of Theia Education Private Limited under Regulation 33 of SEBI LODR Regulations. Q3FY26 Financial Performance The company delivered solid standalone financial performance for the quarter ended December 31, 2025. Key metrics demonstrate growth across revenue and profitability parameters compared to the previous year. Metric: Q3 FY26 Q3 FY25 Growth Revenue from Operations: ₹412.64 lakhs ₹298.70 lakhs +38.1% Total Income: ₹444.15 lakhs ₹333.90 lakhs +33.0% Net Profit: ₹88.27 lakhs ₹70.01 lakhs +26.1% Basic EPS: ₹0.69 ₹1.09 -36.7% For the nine months ended December 31, 2025, the company reported revenue from operations of ₹1,100.98 lakhs compared to ₹811.67 lakhs in the corresponding period of the previous year, representing a growth of 35.6%. Net profit for the nine-month period stood at ₹225.59 lakhs against ₹168.44 lakhs in the previous year. Consolidated Results Show Strong Performance On a consolidated basis, Ace Software Exports demonstrated robust growth across all key metrics. The consolidated results include performance from subsidiaries and step-down subsidiaries across multiple geographies. Metric: Q3 FY26 Q3 FY25 Growth Revenue from Operations: ₹1,488.84 lakhs ₹680.69 lakhs +118.7% Total Income: ₹1,548.13 lakhs ₹741.06 lakhs +108.9% Net Profit: ₹173.88 lakhs ₹180.25 lakhs -3.5% Basic EPS: ₹1.35 ₹2.82 -52.1% Strategic Acquisition of Theia Education The Board approved a Share Purchase Agreement to acquire the remaining 1,56,000 equity shares of Theia Education Private Limited, making it a wholly owned subsidiary. This strategic move consolidates the company's shareholding to 100% from its existing stake. Parameter: Details Acquisition Value: ₹5.38 crores Price per Share: ₹345 Shares Acquired: 1,56,000 equity shares Completion Timeline: Within 6 months Nature of Consideration: Cash Theia Education Private Limited, incorporated in 2023, operates as a futuristic education company utilizing artificial intelligence to enhance learning processes for students and educators. The company reported revenue from operations of ₹100.66 lakhs in financial year 2025 and ₹197.88 lakhs in financial year 2024. TEPL creates responsive and intuitive learning ecosystems where AI adapts in real-time to individual learner needs, offering programs from foundational skills development to advanced research tools for higher education. Rights Issue and Capital Structure The company successfully completed a rights issue during the quarter, allotting 54,71,101 partly paid-up rights equity shares on December 19, 2025. Each share has a face value of ₹10 with ₹4.50 paid-up, issued at ₹110 per share including a premium of ₹100. The paid-up equity share capital increased to ₹1,522.79 lakhs as of December 31, 2025, compared to ₹640.00 lakhs in the previous year. Regulatory and Operational Updates The company continues to monitor the implementation of four new Labour Codes notified by the Government of India, effective November 21, 2025, which consolidate 29 existing labour laws. Management is evaluating the potential impact and will recognize any effects in subsequent periods upon finalization of rules and clarifications. The company operates under a single segment of "Computer Software and Services Exports" and maintains its focus on technology-driven solutions across domestic and international markets. We’re building Scanx - to help you express your trading & investing idea, to help you analyse the markets better. Stock Markets are the true indicator of the growth of any country's economy. We are bullish on India, we are bullish on India's prospects to be one of largest economies of the world. We believe that Stock Markets provide an unique opportunity for all Indians to participate in the growth story of India. We are enabling the same for Indians. As financial services are becoming more accessible, there is now a large set of Indians today who are financially aware and literate. They value time and seek high quality products & services. 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