ESDS Software Solution has issued a postal ballot notice dated September 12, 2026, seeking shareholder approval for key governance changes. The resolutions include the appointment of a new Whole-time Director and revisions to the remuneration of existing top management.

Remote e-voting for these matters will commence on September 13, 2026, at 9:00 am and conclude on October 12, 2026, at 5:00 pm. The voting rights are determined based on shareholding as of the cut-off date of September 10, 2026.

Board Appointments and Remuneration

The company proposes four specific resolutions through the postal ballot process. Three of these require a special resolution, while one is an ordinary resolution.

Mr. Sameer Suresh Redij (DIN: 11790311) is proposed for appointment as a Director liable to retire by rotation. Additionally, shareholders are asked to approve his appointment as a Whole-time Director, designated as Chief Business Officer, for a three-year term effective from July 13, 2026.

Remuneration revisions are sought for Chairman and Managing Director Mr. Piyush Prakashchandra Somani and Whole-time Director Ms. Komal Piyush Somani. These revisions are effective from April 1, 2026, covering the remaining periods of their current tenures.

Remuneration Details

The proposed annual remuneration for Mr. Piyush Somani shall not exceed ₹2.38 crore, inclusive of a fixed component of ₹1.67 crore. The variable component can be up to 30% of the annual remuneration. His tenure extends until January 26, 2030.

For Ms. Komal Somani, the annual remuneration ceiling is set at ₹1.27 crore, with a fixed component of ₹88.73 lakh. Her revised pay structure applies until July 27, 2031.

Mr. Sameer Redij’s proposed annual remuneration as Whole-time Director does not exceed ₹1.14 crore, comprising a fixed component of ₹80.08 lakh. His three-year term runs until July 12, 2029. All variable pay components for these executives are capped at 30% of their respective annual remunerations.

What the Numbers Show

The proposed remuneration structures for all three executives include a significant variable pay component, capped at 30% of the total annual package. This indicates a strong alignment of executive compensation with performance metrics, as the variable portion is determined based on company performance and individual goals set by the Nomination and Remuneration Committee.

Voting Process

Shareholders holding shares as of September 10, 2026, are eligible to vote. The company has engaged MUFG Intime India Private Limited to facilitate remote e-voting. Physical copies of the ballot notice are not being distributed in compliance with Ministry of Corporate Affairs circulars.

The results of the postal ballot will be declared on or before October 14, 2026. Mr. Sagar Kulkarni of M/s. S.V. Kulkarni & Associates has been appointed as the scrutinizer for the e-voting process.

ESDS Software Solution has developed a community cloud platform for government agencies and serves 150 banks as customers, the company revealed in an interview.

Community cloud for government agencies

The company has built a dedicated community cloud infrastructure tailored to the requirements of government agencies. Community cloud platforms are designed to serve a specific group of organisations with shared concerns, such as regulatory compliance, security standards, and operational requirements common to public sector bodies.

Banking sector presence

ESDS Software Solution's customer base in the banking sector stands at 150 banks. The following table summarises the key highlights disclosed in the interview:

The company's dual focus on government and banking segments positions it across two of the most compliance-driven verticals in the Indian technology landscape.