Performance of the Company during FY 2024-25
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 ESDS's solid financial base and sustained growth potential.
Revenue Growth & Market Performance
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 ESDS's 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 ESDS's 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.
Strategic Investments
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.
New Orders & Client Base
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 company's 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 ESDS's trusted position in the market and its ability to
deliver sustained long-term growth.
STPI Partnership Impact
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 & Cash Flow
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 ESDS's growth trajectory.
This performance also provides additional confidence to stakeholders and investors.
Shareholder Returns
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 & Profitability
Leverage improved substantially from FY 24 to FY 25, driven by higher EBITDA and
reduced debt. This improvement enhances the company's financial stability and strengthens
its ability to fund future growth.
Other Key Metrices are mentioned below for FY 2024-25 Vs FY 2023-24.
DRHP Filing
Your Company has filed Draft Red Herring Prospectus (‘DRHP') with Securities and
Exchange Board of India (‘SEBI') and the Stock Exchanges on 31st 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 31st 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 31st March, 2025, the Company's 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 25th
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 25th 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 01st
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
31st March, 2025. However, the Company on 28th 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 31st
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 Company's 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 31st 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 4th
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 4th February 2025. His appointment was
confirmed by the shareholders of the Company on 08th 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 20th 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 01st 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 Company's 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 31st March 2025 till the date of this report, there were no changes in
the management.
11. Number of Meetings of The Board
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 07th August 2021 had approved
the policy for Familiarisation programmes for independent directors.
14. Auditors and Auditors' Reports:
a) Statutory Auditors
M/s. Shah Khandelwal Jain & Associates, Chartered Accountants (ICAI Firm
Registration No.: 142740W), were re-appointed as the Statutory Auditors at the fifteenth
(15th) Annual General Meeting of the Company held on 31st 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 (20th) Annual General
Meeting of the Company.
Accordingly, M/s. Shah Khandelwal Jain & Associates would be completing their
second (2nd) 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 (1st)
term of Five (5) consecutive years, i.e. from Twentieth (20th) Annual General
Meeting (‘AGM') of the Company to be held for FY 2024-25 till the conclusion of the
Twenty-fifth (25th) 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.
b) Cost Auditors
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.
c) Secretarial Auditors
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 Board's Report.
There are no observations / remarks or qualifications in the Secretarial Audit Report
for FY 2024-25.
d) Internal auditors:
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 arm's
length basis and were in the ordinary course of business. There were no materially
significant related party transactions with the Company's 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 Company's 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
arm's 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 arm's 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
Company's 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
21. Risk Management Policy:
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 Company's
Operations on a going concern basis.
22. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
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: