Key Resolutions for Approval

Resolution 1: Acquisition of 40% Stake in eData Solutions Inc

  • Parties: Prodocs Solutions Inc, USA (wholly-owned subsidiary) and Mr. Manan Hiren Kothari (Promoter)
  • Transaction: Acquisition of remaining 40% outstanding equity shares of eData Solutions Inc from Mr. Manan Hiren Kothari
  • Purpose: To make eData Solutions Inc a 100% wholly-owned subsidiary of Prodocs Solutions Inc, USA
  • Maximum Value: Not exceeding 1.5 million USD (approximately up to ₹15 crores INR)
  • Terms: Arm's length basis, ordinary course of business

Resolution 2: Loan/Financial Assistance to eData Solutions Inc

  • Parties: Prodocs Solutions Inc, USA and eData Solutions Inc, USA (subsidiary and step-down subsidiary)
  • Transaction: Giving loans/financial assistance to eData Solutions Inc
  • Purpose: To meet immediate and medium-term working capital requirements
  • Maximum Value: Not exceeding 1.5 million USD (approximately up to ₹15 crores INR)
  • Terms: Arm's length basis, ordinary course of business

Resolution 3: Multiple Transactions with Gemini Innovations

  • Parties: Prodocs Solutions Limited and Gemini Innovations Private Limited (related through promoter interest)
  • Transactions:
  • Corporate guarantee up to ₹32 crores for loans availed by Gemini Innovations
  • Leasing of premises for 10 years with monthly rent not exceeding ₹33 lakhs
  • Loan facility not exceeding ₹5 crores
  • Total Value: Various transactions aggregating to material amounts
  • Terms: Arm's length basis, ordinary course of business

Voting Details

  • Cut-off Date: Friday, October 9, 2026
  • Remote e-voting Period: October 16, 2026 (9:00 AM IST) to November 14, 2026 (5:00 PM IST)
  • Voting Agency: National Securities Depository Limited (NSDL)
  • Scrutinizer: C.S. Ketan Ravindra Shirwadkar, Practicing Company Secretary
  • Result Declaration: Within 2 working days from conclusion of remote e-voting

Financial Impact Disclosure

  • Resolution 1: Acquisition value represents 27.16% of company's annual consolidated turnover
  • Resolution 2: Loan amount represents 27.16% of company's annual consolidated turnover
  • Resolution 3: Various transactions have different percentage impacts on consolidated turnover

Related Party Details

  • Mr. Manan Hiren Kothari: Promoter holding 9.36% shares in listed entity
  • Pallavi Kothari: Promoter holding 14.18% shares (mother of Manan Kothari)
  • Forum Kapashi: Promoter and director of Gemini Innovations
  • Shareholding Pattern: Multiple family members and related entities hold significant stakes

Audit Committee Approval

All transactions have received prior approval from the Audit Committee based on management submissions and certificates from Managing Director and CFO, subject to shareholder approval.

Voting Restrictions

Related parties as defined under SEBI Listing Regulations shall not vote to approve these resolutions, including Mr. Manan Hiren Kothari, Pallavi Hiren Kothari, their relatives, and related entities.

Document Availability

The notice is available on company website (www.prodocssolution.com), BSE website (www.bseindia.com), and NSDL e-voting website (www.evoting.nsdl.com).