Scrip Symbol

ESDS

Nature of the Event

The document is a regulatory disclosure submitted to BSE Limited and the National Stock Exchange of India Limited, notifying them of a postal ballot process for shareholder voting on key managerial appointments and remuneration revisions.

Key Resolutions and Quantitative Figures

Resolution 1: Revision of remuneration for Mr. Piyush Prakashchandra Somani (DIN: 02357582), Managing Director

  • Special Resolution
  • Effective from April 1, 2026, until January 26, 2030
  • Proposed annual remuneration: Not exceeding ₹2,38,06,692
  • Fixed component: ₹1,66,64,684
  • Variable component: Not exceeding 30% of annual remuneration
  • Past remuneration: FY2026: ₹1.83 Cr, FY2025: ₹1.40 Cr, FY2024: ₹0.84 Cr
  • Includes provisions for minimum remuneration in case of inadequate profits

Resolution 2: Revision of remuneration for Ms. Komal Piyush Somani (DIN: 08477154), Whole-time Director

  • Special Resolution
  • Effective from April 1, 2026, until July 27, 2031 (covers period from previous tenure)
  • Proposed annual remuneration: Not exceeding ₹1,26,75,000
  • Fixed component: ₹88,72,500
  • Variable component: Not exceeding 30% of annual remuneration
  • Past remuneration: FY2026: ₹0.97 Cr, FY2025: ₹0.75 Cr, FY2024: ₹0.45 Cr
  • Includes provisions for minimum remuneration in case of inadequate profits

Resolution 3: Appointment of Mr. Sameer Suresh Redij (DIN: 11790311) as Director

  • Ordinary Resolution
  • Liable to retire by rotation
  • Already appointed as Additional Director effective July 13, 2026

Resolution 4: Appointment of Mr. Sameer Suresh Redij as Whole-time Director (Chief Business Officer)

  • Special Resolution
  • Term: 3 years from July 13, 2026, to July 12, 2029
  • Proposed annual remuneration: Not exceeding ₹1,14,39,995
  • Fixed component: ₹80,07,997
  • Variable component: Not exceeding 30% of annual remuneration
  • Current remuneration: ₹87,99,996 per annum

Dates and Voting Procedures

  • Cut-off date for voting rights: September 10, 2026
  • Remote e-voting period: September 13, 2026 (9:00 AM IST) to October 12, 2026 (5:00 PM IST)
  • Results declaration: On or before October 14, 2026
  • Scrutinizer: Mr. Sagar Kulkarni of M/s. S.V. Kulkarni & Associates, Company Secretaries
  • E-voting service provider: MUFG Intime India Private Limited

Financial and Operational Context

  • Company performance cited as rationale for remuneration revisions:
  • Consolidated revenue grew from ₹361.33 Cr in FY25 to ₹472.21 Cr in FY26
  • Company listed on BSE and NSE
  • The remuneration revisions require special resolution approval as they exceed limits under Regulation 17(6)(e) of SEBI LODR Regulations for promoter executive directors

Shareholder Information

  • Postal ballot notice sent only through electronic mode
  • Available on company website: www.esds.co.in
  • Members can vote through remote e-voting facility provided by MUFG Intime
  • Detailed e-voting instructions provided for shareholders holding shares in both physical and dematerialized mode

Capital Structure Impact

  • No direct impact on share capital disclosed
  • ESOP perquisite value for Mr. Sameer Suresh Redij would be in addition to approved remuneration and excluded from ceiling limits

Governance Details

  • Recommendations from Nomination & Remuneration Committee and Audit Committee obtained
  • Board approval received on July 13, 2026, for relevant resolutions
  • Mr. Piyush Somani and Ms. Komal Somani (spouses) and their relatives are interested parties in resolutions 1 and 2
  • Mr. Sameer Suresh Redij is an interested party in resolutions 3 and 4

#Tags: #ESDSSoftwareSolution #PostalBallot #DirectorRemuneration #SEBIDisclosure #RegulatoryCompliance #ManagementChange