ESDS Software Solution Ltd Directors Report

The Company delivered a strong performance in FY 2024–25, underpinned by robust revenue growth, financial discipline, and a stronger global footprint. Revenue surged by 27% year-on-year, supported by steady domestic sales and a sharp rise in international contributions. Improved collections, strategic investments, equity raises, and marquee client acquisitions reinforce ESDSs solid financial base and sustained growth potential.

Total Revenue Growth: Revenue increased by 27%, from 2,813.68 million in FY 2023–24 to

3,574.28 million in FY 2024–25, reflecting strong growth momentum.

Domestic Sales: Grew steadily by 6%, reinforcing ESDSs dominance and strengthening its position in the Indian market.

International Revenue: Surged nearly 600%, from 99.93 million in FY 2023–24 to

696.92 million in FY 2024–25. Contribution from international customers rose sharply from 3.6% to 19.5%, validating the success of ESDSs global expansion strategy.

Geographic Diversification: Initially, domestic sales were the dominant contributor, but international markets are now emerging as a powerful growth engine, reducing dependency on a single geography.

The company raised equity twice: 760.00 million in Oct 2024 and 652.37 million in February 2025. Proceeds were utilized to redeem NCDs, significantly reducing debt, improving the debt-to-equity ratio, and lowering the interest burden.

These actions reflect strong financial management and a deliberate effort to strengthen the balance sheet.

Investment of 386.00 million made in subsidiary ESDS Cloud FZ LLC.

This marks a strategic step to expand international operations and unlock future growth opportunities.

ESDS secured 116 new orders in FY 2024–25 amounting to 425.52 million, significantly expanding its order book.

This inflow strengthens revenue visibility, enhances future cash flow stability, and reinforces the companys financial base.

Marquee clients include: Soteria Command Centre Pvt Ltd, Absolute Networks Pvt Ltd, Tanisi IT Services Pvt Ltd, Computer Centre Ministry of Statistics PI, Terumo India Pvt Ltd, Honeywell Automation India Ltd, Imperative Business Ventures Ltd, Maharashtra Industrial Township Ltd, Vidarbha Infotech Pvt Ltd, and Netlink Software Pvt Ltd.

These top clients validate ESDSs trusted position in the market and its ability to deliver sustained long-term growth.

Nearly 40 new orders were secured through the STPI partnership in FY 2024–25.

Generated a Total Contract Value (TCV) of 60.72 million and an Annual Contract Value (ACV) of 50.82 million. These high-value contracts provide recurring cash flows, strengthen revenue visibility, and position ESDS on a firm financial footing.

The STPI partnership has emerged as a key growth driver for the company.

Collections increased from 2,989.84 million in FY 24 to 3,852.78 million in FY 25, a rise of 29%. This growth reflects improved operational efficiency and stronger cash realization. Enhanced collections boost liquidity, strengthen working capital, and signal the sustainability of ESDSs growth trajectory.

This performance also provides additional confidence to stakeholders and investors.

Delivered moderate returns of 6.45% in FY 24, but a much stronger 13.40% in FY 25. This reflects a significant improvement in profitability and enhanced shareholder value creation.

Leverage improved substantially from FY 24 to FY 25, driven by higher EBITDA and reduced debt. This improvement enhances the companys financial stability and strengthens its ability to fund future growth.

Your Company has filed Draft Red Herring Prospectus (‘DRHP) with Securities and Exchange Board of India (‘SEBI) and the Stock Exchanges on 31^st March, 2025, under the SEBI ICDR Regulations in relation to the proposed initial public offering (‘IPO) of its Equity Shares on the main board of the Stock Exchanges, marking a key milestone in its capital-raising journey.

The proposed IPO comprises of a fresh issue of up to 6,000 million. Post IPO, equity shares of the Company are proposed to be listed on BSE Limited (‘BSE) and the National Stock Exchange of India Limited (‘NSE). Your Company is awaiting the clearance from SEBI on the DRHP and has received in-Principle approval for the proposed listing of its shares from the BSE & NSE.

A total cost of 46.12 million up to March 31, 2025, has been shown under current assets.

2. Share Capital:

As at 31^st March 2025, the Authorised Share Capital of the Company stood at 460 million consisting of 46,00,00,000 (Forty-Six Crore) equity shares of face value of 1/- each aggregating to 46,00,00,000 (Rupees Forty-Six Crore Only),

As at 31^st March, 2025, the Companys paid-up Equity Share Capital stood at

10,04,27,753/- (Rupees Ten Crore, Four Lakh, Twenty-Seven Thousand, Seven Hundred Fifty-Three only) consisting of 10,04,27,753 fully paid-up Equity shares of 1/- each.

During the year, the Authorised capital of the company was reorganised by reclassification of all other classes of securities into ordinary equity shares, vide special resolution passed in the Extra-Ordinary General Meeting held on 25^th January, 2025.

During the year, the Company has issued and allotted 75,33,568 fully paid-up Equity shares of 1/- each, on the preferential cum private placement basis to identified set of Investors. The details of the preferential cum private placement is given below;

? Preferential cum Private Placement of Equity shares dated 25^th October, 2024

The Company issued and allotted 46,34,151 (Forty-Six Lakh Thirty-Four Thousand and One Hundred Fifty-One) equity shares of face value of 1/- (Rupee One only) each fully paid-up ("Equity Shares") for cash, at an issue price of 164/- (Rupees One Hundred and Sixty-Four only) which includes a premium of 163/- (Rupees One Hundred and Sixty-Three only) aggregating to 760 million.

? Preferential cum Private Placement of Equity shares dated 01^st February, 2025

The Company issued and allotted 28,99,417 (Twenty-Eight Lakh Ninety-Nine Thousand and Four Hundred Seventeen) equity shares of face value of 1/- (Rupee One only) each fully paid-up ("Equity Shares") for cash, at an issue price of 225/- (Rupees-Two Hundred and Twenty-Five only) which includes a premium of 224/- (Rupees Two Hundred and Twenty-Four only) aggregating to 652.37 million.

3. Other / Debt Securities:

The Company had allotted 750 unlisted, secured, 10%, Non-Convertible Debentures ("NCDs") of 10 Lakhs each amounting to 75 Crore for the tenure of Seven (7) years during FY 2022-23. The Company had timely paid the interest on the NCDs during the year under review and there was no principal amount or interest payment on NCDs due as on 31^st March, 2025. However, the Company on 28^th October, 2024, has fully redeemed the NCDs and paid interest accrued as on the date of redemption.

4. Dividend:

During the year under review, the Board of Directors has not recommended any dividend on equity shares. The amount of profits has been retained for future requirement of the Company for investment in Project.

5. General Reserve:

No amount has been transferred to the General Reserve for the financial during the year.

6. Committees:

In view of the Initial Public Offering (IPO) and pursuant to SEBI (ICDR) Regulation 2018, the Company has in place the following mandatory Committees in terms of the provisions of the Companies Act, 2013 & SEBI (LODR) Regulations 2015 read with rules framed thereunder viz. a. Audit Committee: b. Nomination and Remuneration Committee; c. Stakeholders Relationship Committee; d. Corporate Social Responsibility Committee; and e. Risk Management Committee.

The Composition of all such Committees, number of meeting/(s) held during the year under review, brief terms of reference and other details have been provided in the Corporate Governance Report which forms part of this Annual Report. All the recommendations made by the Committees were accepted by the Board. The provisions applicable to Stakeholders Relationship Committee and Risk Management Committee will applicable once the Company gets listed.

7. Policies / Codes of the Company:

The list of Policies/Codes hosted on the website of the Company at "www.esds.co.in" is given in Corporate Governance Report forming part of this report.

8. Subsidiaries:

The Company has Three (3) subsidiaries (1 Indian and 2 Foreign) as on 31^st March, 2025.

During the year, the entire stake in ESDS Internet Services Private Limited has been completely sold out at a nominal value of the equity shares, considering the revised corporate business strategy adopted by your Company in view of the proposed IPO of the company.

In accordance with Section 129(3) of the Act and as per Indian Accounting Standards (Ind AS) 110, the Company has prepared the Consolidated Financial Statements of the Company and all its subsidiaries and Associates, which form part of the Report.

A report on the financial position of each of the subsidiaries and associate as per the Companies Act, 2013 (‘Act) as provided in Form AOC-1 is attached to the Board Report as

Annexure I.

Further, pursuant to the provisions of Section 136 of the Act, the standalone and consolidated financial statements of the Company along with relevant documents and separate audited financial statements in respect of subsidiaries, are available on the website of the Company at www.esds.co.in.

9. Policy on Directors Appointment and Remuneration and other Details:

The Companys policy on directors appointment and remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the Corporate Governance Report, which is a part of this report and is available on www.esds.co.in/corporate-policies.

The Remuneration Policy has been also hosted on the website of the Company www.esds.co.in.

10. Directors and Key Managerial Personnel:

The composition of the Board of Directors of the Company is in accordance with the provisions of Section 149 of the Companies Act 2013 ("the Act"), with an appropriate combination of Executive and Independent Directors.

As on 31^st March, 2025, the Board of Directors of your Company comprised of Three (3) Executive Director and Three (3) Independent Directors. The Board Consist of Two (2) women directors, one Executive Director and one Independent Director. The details of Board and Committees composition, tenure of Directors, areas of expertise and other details are available in the Corporate Governance Report, which forms part of this Annual Report.

There have been the following changes in the Board of Directors during the financial year.

a) Mr. Alipt Sharma had resigned as Nominee Director of GEF Capital Partners on 4^th February 2025. The resignation was on account of exit provided to GEF in accordance with the shareholders agreements.

b) Mr. Jitendra Pathak (DIN: 09000712) was appointed as Additional Director, Executive Director (Chief Operating Officer) on 4^th February 2025. His appointment was confirmed by the shareholders of the Company on 08^th August 2025 vide passing the Postal Ballot resolution.

In accordance with the Articles of Association of the Company and the provisions of the Section 152 of the Companies Act, Mr. Piyush Somani (DIN: 00112324) will retire by rotation at the ensuing 20^th Annual General Meeting ("AGM") and being eligible, has offered himself for re-appointment. The necessary resolutions for re-appointment of Mr. Piyush Somani has been included in the Notice of the forthcoming AGM for the approval of the members.

Pursuant to the provisions of Section 149 of the Act, the independent directors have submitted declarations that each of them meets the criteria of independence as provided in Section 149(6) of the Act along with Rules framed thereunder and they are not aware of any circumstance or situation, which could impair or impact their ability to discharge duties with an objective independent judgment and without any external influence; and all the Independent Directors have registered themselves pursuant to the Ministry of Corporate Affairs notification dated 01^st December 2019 viz. the Companies (Creation and Maintenance of databank of Independent Directors) Rules, 2019. There has been no change in the circumstances affecting their status as independent directors of the Company. Pursuant to Rule 8(5)(iii)(a) of the Companies (Accounts) Rules, 2014, in the opinion of the Board, the Independent Directors are competent, experienced, proficient and possess necessary expertise and integrity to discharge their duties and functions as Independent Directors.

None of the Companys directors are disqualified from being appointed as a director as specified in Section 164 of the Act. For details about the directors, please refer to the Corporate Governance Report.

During the year under review, the non-executive independent directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission, reimbursement of expenses incurred by them for the purpose of attending meetings of the Board and its Committees and any other transactions as approved by the Audit Committee or the Board which are disclosed under the Notes to Accounts.

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on March 31, 2025 are Mr. Piyush Somani–Managing Director; Ms. Komal Somani, Whole-time Director, Mr. Jitendra Pathak, Whole-time Director, Mr. Nadukuru Sita Ramaiah, Chief Financial Officer and Mr. Prasad Deokar, Company Secretary.

Post 31^st March 2025 till the date of this report, there were no changes in the management.

The Board met Thirteen (13) times during the year under review. The details of board meetings and the attendance of the Directors is provided in the Corporate Governance Report, which forms part of this Annual Report.

12. Directors Responsibility Statement

Pursuant to Section 134(3)(c) read with read with Section 134(5) of the Companies Act, 2013, the Directors to the best of their knowledge and belief hereby state and confirm that: a) In the preparation of the annual accounts for the year ended March 31, 2025, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same; b) The Directors have approved the accounting policies and the same have been applied consistently and have made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2025 and of the profit of the Company for the year ended on that date; c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d) The annual accounts have been prepared on a ‘going concern basis; e) Proper internal financial controls are followed by the Company and that such financial controls are adequate and are operating effectively; and Proper systems to ensure compliance with the provisions of all applicable laws are in place and such systems are adequate and operating effectively.

13. Familiarisation Programme for Independent Directors:

The details are mentioned in the Corporate Governance Report which is a part of the report. The details of the Familiarisation Programme for Independent Directors of the Company are hosted on the website of the Company at www.esds.co.in.

The Board of Directors in its meeting held on 07^th August 2021 had approved the policy for Familiarisation programmes for independent directors.

14. Auditors and Auditors Reports:

M/s. Shah Khandelwal Jain & Associates, Chartered Accountants (ICAI Firm Registration No.: 142740W), were re-appointed as the Statutory Auditors at the fifteenth (15^th) Annual General Meeting of the Company held on 31^st December, 2020, for a period of five (5) years i.e., from financial year 2020-21 to financial year 2024-25, to hold office till the conclusion of Twentieth (20^th) Annual General Meeting of the Company.

Accordingly, M/s. Shah Khandelwal Jain & Associates would be completing their second (2^nd) term as the Statutory Auditors of the Company at this Annual General Meeting.

Your board recommends M/s. MSKC & Associate LLP, Chartered Accountants, (Firm Registration No. 001595S / S000168) Pune, a member firm of BDO ("MSKC"), as the Statutory Auditors in place of outgoing Auditors, to hold office for first (1^st) term of Five (5) consecutive years, i.e. from Twentieth (20^th) Annual General Meeting (‘AGM) of the Company to be held for FY 2024-25 till the conclusion of the Twenty-fifth (25^th) Annual General Meeting to be held for FY 2029-30.

M/s. MSKC & Associate LLP have given the written consent cum declaration expressing their willingness and eligibility for the proposed appointment.

There have been no instances of fraud reported by the Statutory Auditors under Section 143 (12) of the Companies Act, 2013 and the Rules framed thereunder either to the Company or to the Central Government.

The Auditors Report on Standalone Financial Statements ("SFS") and Consolidated Financial Statements ("CFS") for the financial year 2024-25 do not contain any qualification, reservation or adverse remark.

The maintenance of cost records as specified by the Central Government under Sub-Section (1) of Section 148 of the Companies Act, 2013, does not apply to the Company.

Pursuant to the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company had appointed M/s. Milind Gujar & Associates, Practising Company Secretaries, Nashik, to conduct the Secretarial Audit of your Company. The Secretarial Audit Report is annexed herewith as Annexure – III to the Boards Report.

There are no observations / remarks or qualifications in the Secretarial Audit Report for FY 2024-25.

M/s. Kirtane & Pandit LLP, Chartered Accountants has been re-appointed as Internal Auditors of the Company for FY 2025-26. The reports of Internal Auditors were reviewed by the Audit Committee from time to time at the meetings of Audit Committee. The observations and suggestions of the Internal Auditors were reviewed and necessary corrective/preventive actions were taken in consultation with the Audit Committee.

15. Deposits from public:

During the financial year 2024-25, your Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014.

16. Particulars of Loans, Investments, Guarantees:

The Company has complied with the provisions of Section 185 & 186 of the Act with respect to granting loans, making investments and providing guarantees & securities to its subsidiaries. Details of the same are referred in the standalone financial statements as on March 31, 2025.

17. Related Party Transactions:

Related party transactions that were entered during the financial year were on an arms length basis and were in the ordinary course of business. There were no materially significant related party transactions with the Companys Promoters, Directors, Management or their relatives, which could have had a potential conflict with the interests of the Company. Transactions with related parties entered by the Company in the normal course of business are periodically placed before the Audit Committee for its approval and reviewed on regularly basis.

The policy on Related Party Transactions is available in Companys website, www.esds.co.in.

During the financial year 2024-25, your Company entered into transactions with related parties as defined under Section 2(76) of the Act read with the Companies (Specification of Definitions Details) Rules, 2014, which were in the ordinary course of business and on arms length basis and in accordance with the provisions of the Act, Rules issued thereunder and Regulation 23 of the LODR 2015. Further, other suitable disclosures as required under IND AS - 24 have been made in the Notes to the financial statements.

During the financial year 2024-25, there were no materially significant Related Party Transactions entered by the Company with Promoters, Directors, Key Managerial Personnel, which may have a potential conflict with the interest of the Company. There are no material related party transactions which are not in ordinary course of business or which are not on arms length basis and hence particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Act and Regulation 23 of the Listing Regulations, along with the justification for entering into such a contract or arrangement in Form AOC-2, does not form part of the Directors Report.

18. Annual Return:

Pursuant to the requirement under Section 92(3) of the Companies Act, 2013, copy of the annual return can be accessed on our website at https://www.esds.co.in/investor-relations/annual-report

19. Internal Financial Control and Its Adequacy:

The Company has a proper and adequate internal control system. This ensures that all transactions are authorized, recorded and reported correctly and assets are safeguarded and protected against loss from unauthorized use or disposition. The Company has an effective internal control and risk mitigation system, which is reviewed and constantly updated. The internal controls including the internal financial control of the Company are managed and reviewed by the Audit Committee and apart from the staff employed by the Company, the Company has also appointed independent Internal Auditors to review and monitor the internal financial controls and their adequacy.

The Internal Financial Controls of the Company are adequate and commensurate with the size and nature of business of the Company. An extensive programme of internal audits and management reviews supplement the process of the Internal Financial Control framework. Properly documented policies, guidelines and procedures have been laid down for this purpose. The Internal Financial Control framework has been designed to ensure that the financial and other records are reliable for preparing financial and other statements and maintaining asset accountability. In addition, the Company has identified and documented the risks and controls for each process that links to financial operations and reporting.

The Board is of the opinion that the Company has a process in place to continuously monitor the existing controls and identify gaps, if any, and implement new and /or improved controls wherever the effect of such gaps would have a material effect on the Companys operations.

20. Whistle Blower Policy:

Your Company believes in the conduct of the affairs of its constituents in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behavior. Accordingly, the Company has adopted a whistle blower / vigil mechanism policy which is in compliance with the provisions of Section 177 (10) of the Companies Act, 2013 and Regulations 22 of the SEBI (LODR) Regulation 2015 and has established the necessary vigil mechanism for employees and Directors to report concerns about unethical or improper activity. No person has been denied access to the Chairman of the Audit Committee. The Audit Committee monitors and reviews the investigations of the whistle blower complaints.

No complaints/ instance of fraud, unethical behavior or improper activities was reported through the whistle blower mechanism.

The policy is available on the website of the Company and can be viewed on: https://www.esds.co.in/policies_document/Policies-2025/Whistle%20Blower%20Policy.pdf

Your Company recognizes that risk is an integral part of business and is committed to manage the risk in a proactive and efficient manner. The Company has in place a proper internal Risk Management system to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis by following the principles of Risk Matrix. These are discussed at the meetings of the Audit Committee and the Board of Directors of the Company on regular basis.

There are no risks which in the opinion of the Board of Directors affect the Companys Operations on a going concern basis.

The Company has in place the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Company has complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The following is a summary of sexual harassment complaints received and disposed off during the year 2024-25:

Pursuant to the requirements of Section 22 of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 read with the Rules thereunder, it is hereby declared that the Company has not received any complaint of sexual harassment during the year under review.

23. Corporate Governance:

The report on Corporate Governance forms an integral part of the report. The Company follows the best practices for the Corporate Governance. The Company though not listed, still follows the process and practices prescribed under the SEBI (LODR) 2015.

24.Amendment in MoA and AoA

During the year under review, the Board of Directors of the Company, after due consideration, approved the proposal for amendment in the Memorandum of Association (MoA) of the Company for altering the Clause V of the MoA to reflect the reclassification of the authorised share capital of the Company from 460,000,000 divided into 115,000,000 equity shares of face value 1, 3,150,000 preference shares of 100 each carrying a dividend rate of 0.01% and 200,000 preference shares of 100 each carrying a dividend rate of 16% and 1,000,000 preference shares of 10 each carrying a dividend rate of 0.01% to 460,000,000 divided into 460,000,000 equity shares of 1 each, and Articles of Association (AoA) for adoption of new set of articles eliminating the rights and responsibilities of existing Investors following their exit.

The Members of the Company have accorded their approval for the said amendments by way of a Special Resolution passed at the Extra-Ordinary General Meeting held on 25^th January, 2025.

Accordingly, the MoA and AoA of the Company have been amended and the necessary filings have been made with the Registrar of Companies (RoC) within the prescribed timelines.

25. Corporate Social Responsibility:

As per the requirements of Section 135 of the Companies Act, 2013 pertaining to Corporate Social Responsibility ("CSR") your Company has duly constituted a Corporate Social Responsibility Committee ("CSR Committee"). The composition and terms of reference of the CSR Committee are provided in Corporate Governance Report. The Company has framed Corporate Social Responsibility policy, amended from time to time, which is available at www.esds.co.in.

The Company was required to spend 1.12 Millions on CSR activities for FY 2024-25. The Company had spent over and above the required amount during FY 2024-25.

The CSR activities for the financial year ended March 31, 2025 along with the composition of CSR Committee is set out in Annexure II to the Boards Report.

ESDSs Corporate Social Responsibility (CSR):

Being able to manage all this on a cross-platform level is a great contribution by ESDS. With our humanitarian initiatives focus on creating shared value for our employees, the society & for ESDS as a whole. Getting ESDSians involved in the communities where they work or live definitely has a powerful and positive impact on employee lives, the society & the business.

Our leaders show personal commitments in such activities and take efforts to build the commitment across organizational level.

Our employees have a better view of ESDS because we encourage giving back. This has helped us to drive both employee engagement and employee morale which improves performance and retention. All our CSR activities have huge involvement of our staff. Our CSR efforts range from donating money to nonprofits organizations to implementing environmentally-friendly policies in the workplace.

The information on Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo as stipulated under section 134 of the Act read with the Companies (Accounts) Rules, 2014 is as follows:

Technology Absorption, Adoption and Innovation, Efforts made, Benefits derived, Import of Technology:

We are an innovation driven Company. In our industry, we are one of the few data center and cloud services provider that has its own R&D team. Through our R&D initiatives, we had developed our vertically auto scalable cloud, which is patented in the USA and the UK. Our Company was the first Company to offer a true Make in India cloud in the nation in year 2011 when the nation only knew virtualization.

Over the years, our R&D team has developed several products that complement our data center and cloud business, which include:

(a) "eNlight cloud" – a patented vertical auto scalable cloud, which forms the base of our community cloud; (b) "eMagic" – a comprehensive data center management and monitoring suite; (c) "VTMscan" –a vulnerability scanner, which is a computer program designed to assess computers, networks or applications for known weaknesses; (d) "eNlight WAF" – a web access firewall; (e) Web VPN – for secure connectivity; (f) "eCOS" – for object storage; (g) "eNlight IoT" – an indigenously developed IoT platform running on the eNlight Cloud;

(h) "eNlight Meet" – a communications solution for virtual meetings; (i) "eNlight SIEM" – for incident and event management;

(j) "AA+" – an artificial intelligence/ machine learning based lung disease detection through X-Ray scan; (k) "eNlight DRM" – a disaster recovery monitoring solution; (l) "eNlight360" –a hybrid cloud orchestration solution. (m) "eNlight - Patch Management" - A OS Patch monitoring and management solution for security of our customers data, (n) "eNlight - IAM" - An Identity and Access Management Solution that enable our cloud to be multitenant, it also enables our customers to define their tenant users and authentication profiles, (o) IPeG - Integrated Proactive eGovernance platform for simplifying G2C (Government to Citizen) services. With its Service Design, Delivery and Analytics capabilities, it provides single window proactive seamless citizen centric service delivery for states, (p) IPAS - Integrated Planning and Automation Software is a solution for State government to do district planning and automation. It provides financial control and automated plus manual approval systems for better governance.

We are committed to innovation and are focused on creating more niche and cost-effective technology products and solutions, which is our contribution towards "Atmanirbhar Bharat",

Foreign exchange earnings and outgo:

The particulars relating to foreign exchange earnings earned in terms of actual inflow during the year and the Foreign Exchange Outgo during the year under review are mentioned in Financial Statements.

27. Particulars of Employees:

During the year under review there are no such employees of the Company, who were drawing salary in excess of the limits specified u/s 197 of the Act read with rules made thereunder and Schedule V of the Act.

The details as per Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are not applicable to the Company, being Unlisted Company.

ESDS ESOP 2021:

The ESOP 2021 is in compliance with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (SEBI SBEBSE Regulations). Pursuant to the ESOP 2021, a maximum of 2,500,000 options may be granted to eligible employees (as defined under the ESOP 2021), which may result in not more than 2,500,000 Equity Shares of 1 each.

The ESOP 2021 shall be administered by the ESDS Employee Benefit Trust and shall be supervised by the Nomination and Remuneration Committee. As on 31^st March, 2025, the ESDS Employee Benefit Trust holds 2,236,234 Equity Shares of 1 each in connection with the ESOP 2021.

The objective of the ESOP 2021 is to (a) enable our Company to attract and retain talented human resources by offering them the opportunity to acquire a continuing equity interest in our Company which will reflect their efforts in building the growth and the profitability of our Company; (b) provide employees an opportunity for investment in our Companys equity in recognition of their efforts to grow and build our Company; and (c) reward our employees on the basis of certain performance criteria.

Details of grants, exercise and lapsed options (on a cumulative basis) pursuant to the ESOP 2021 as on the date of this Draft Red Herring Prospectus are as follows:

Our Company has formulated an employee stock option scheme namely the ESDS Employee Stock Option Plan 2024 (ESOP 2024) pursuant to the resolutions passed by our Board on December 6, 2024, and by our Shareholders in their extra-ordinary general meeting held on January 25, 2025. The ESOP 2024 is in compliance with the SEBI (SBEBSE) Regulations. Pursuant to the ESOP 2024, a maximum of 3,000,000 options may be granted to eligible employees (as defined under the ESOP 2024), which may result in not more than 3,000,000 Equity Shares of 1 each.

The ESOP 2024 shall be administered by the Nomination and Remuneration Committee.

The ESOPs were granted out of the total pool to certain employees of the Company, including certain Key Managerial Personnel, under ESDS ESOS 2024 at an option price of

225/- per option to eligible employees.

28. Insurance:

The Companys plant, property, equipment and stocks are adequately insured against major risks. The Company has appropriate liability insurance. The Company has also taken Directors and Officers Liability Policy to provide coverage against the liabilities arising on them.

In compliance with SEBI (Prohibition of Insider Trading) Regulations, 2015, the Company has formulated and adopted a Code of Conduct for prohibition and prevention of Insider Trading for its designated employees. The code lays down Guidelines and procedures to be followed and disclosures to be made while dealing with equity shares of the Company post listing of the shares on BSE and NSE.

30.Statement on Material Changes & Commitments:

There are no material changes and commitments affecting the financial position of your Company which have occurred between the end of the financial year 2024-25 and the date of this Report.

No significant and material orders have been passed by any regulators or courts or tribunals against the Company impacting the going concern status and Companys operations in future.

Your Company is in compliance with the applicable Secretarial Standards, issued by the Institute of Company Secretaries of India.

33. ACKNOWLEDGMENTS:

The Company thanks its customers, bankers and service providers for their continued support during the year. The Company places on record its appreciation for the contribution made by its employees at all levels. Its success was made possible by their hard work, loyalty, cooperation and support.

The Company thanks the Government of India, particularly the Ministry of Communication and Information Technology, the Ministry of Commerce, the Ministry of Finance, the Ministry of Corporate Affairs, the Customs and Excise departments, the Income Tax Department, the Reserve Bank of India, the State Governments, Madras Export Processing Zone (MEPZ) and other government agencies for their support, and looks forward to their continued support in the future. The Company also thanks the Governments of the countries where it has operations.

The Directors wish to record their appreciation of business constituents like SEBI, NSE, BSE, NSDL, CDSL, etc., for their continued support for the Companys growth. The Directors also thank investors for their continued faith in the Company.

For and on behalf of Board of Directors

Sd/-

Chairman and Managing Director

DIN: 02357582

Place: Nashik

Date: September 08, 2025