Shareholders meeting

Ref. No. ESDS / 2026-27 / 24 Date: November 06, 2026 To To Department of Corporate Services Listing Department BSE Limited National Stock Exchange of India Limited Phiroze Jeejeebhoy Towers, C-1, G-Block, Bandra-Kurla Complex Dalal Street, Mumbai, MH – 400001 Bandra (E), Mumbai, MH – 400051 Scrip Code: 544898 Scrip Symbol: ESDS Sub: Submission of AGM Notice for the Financial Year 2025-26 Dear Sir/Madam, Pursuant to Regulation 30 and 34(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we are separately submitting herewith the Notice of 21st Annual General Meeting (AGM) of the Company, which also forms part of Annual Report for FY 26. The 21st Annual General Meeting (AGM) of the Company will be held on Monday, November 30, 2026 at 11:00 a.m. (IST) through Video Conferencing/ Other Audio Visual means (VC/OAVM). Pursuant to Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 and Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company is pleased to provide its members with the remote e-voting facility to cast their votes electronically on the resolutions mentioned in the AGM Notice using the electronic voting platform provided by MUFG Intime India Private Limited (“MUFG”). The voting rights of members shall be in proportion to the shares held by them, as on the cut-off date i.e. Monday, November 23, 2026. The remote e-voting period commences on Thursday, November 26, 2026, 2026 at 09:00 a.m. (IST) and ends on Sunday, November 29, 2026 at 05:00 p.m. (IST). The remote e-voting module shall be disabled by MUFG for voting thereafter. In addition, the facility for voting through electronic voting system shall also be made available at the AGM and the members participating in AGM through VC/OAVM, who have not already cast their vote by remote e-voting shall be able to exercise their rights in the meeting. The Annual Report containing the AGM Notice for Financial Year 2025-26 is also uploaded on the Company’s website viz. www.esds.co.in. Kindly take the same on your record. Thanking you For ESDS Software Solution Limited (Prasad Deochand Deokar) Company Secretary & Compliance Officer M. No. A34350 Notice Notice to Shareholders Notice is hereby given that the Twenty-first (21st) Annual re-appointment, be and is hereby re-appointed as a General Meeting (“AGM”) of Members of ESDS Software Director of the Company, liable to retire by rotation.” Solution Limited (“the Company”) will be held on Monday, RESOLVED FURTHER THAT the re-appointment of 30th November, 2026 at 11:00 hours (IST) through Video Ms. Komal Piyush Somani, as a Director, shall not in Conferencing ("VC")/ Other Audio-Visual Means ("OAVM"), any way constitute a break in her existing office as a without the physical presence of the Members at a common Whole-time Director of the Company.” venue, to transact the following business: 4. Appointment Of Secretarial Auditors ORDINARY BUSINESS: To appoint M/s. Sharma and Trivedi LLP, (LLPIN: AAW-6850) Practising Company Secretaries as the 1. Adoption of Audited Standalone Financial Secretarial Auditors and, in this regard, to consider Statements and if thought fit, to pass the following resolution as To receive, consider and adopt the Audited Standalone an Ordinary Resolution: Financial Statements for the financial year ended March 31, 2026, together with the reports of the “RESOLVED THAT pursuant to the provisions of Board of Directors and Auditors thereon and if Section 204 and other applicable provisions, if any, of thought fit, to pass the following resolution as an the Companies Act, 2013 (‘the Act’), read with Rule 9 Ordinary Resolution: of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Regulation 24A “ RESOLVED THAT the Audited Standalone Financial and other applicable provisions of the SEBI (Listing Statements of the Company for the Financial Year Obligations and Disclosure Requirements) Regulations, ended March 31, 2026 and the reports of the Board of 2015 (‘SEBI LODR Regulations’), as amended from Directors and Auditors thereon, as circulated to the time to time, and based on the recommendation of Members, be and are hereby considered and adopted.” the Board of Directors, M/s. Sharma and Trivedi LLP, (LLPIN: AAW-6850) Practising Company Secretaries 2. Adoption of Audited Consolidated Financial be and is hereby appointed as the Secretarial Auditor Statements of the Company for a First term of five (5) consecutive T o consider and adopt the Audited Consolidated financial years commencing from the financial year Financial Statements for the financial year ended 2026-27 up to the financial year 2030-31, i.e., from March 31, 2026, together with the report of the Auditors April 1, 2026, to March 31, 2031, to conduct the secretarial thereon and if thought fit, to pass the following audit of the Company and issue the Secretarial Audit resolution as an Ordinary Resolution: Report in accordance with the applicable statutory and “RESOLVED THAT the Audited Consolidated Financial regulatory requirements. Statements of the Company for the Financial Year RESOLVED FURTHER THAT the remuneration payable ended March 31, 2026 and the report of the Auditors to the Secretarial Auditor for conducting the Secretarial thereon, as circulated to the Members, be and are Audit for the aforesaid five financial years shall be hereby received, considered and adopted.” Rs.1,80,000/- (Rupees One Lakh Eighty Thousand only) per financial year, plus applicable taxes and 3. Re-appointment of Ms. Komal Piyush Somani reimbursement of out-of-pocket expenses, if any, (DIN: 08477154), as Director liable to retire by incurred in connection with the audit, as may be rotation mutually agreed between the Board of Directors and To appoint Ms. Komal Piyush Somani (DIN: 08477154), the Secretarial Auditor, subject to applicable law. who retires by rotation as a director and, in this regard, RESOLVED FURTHER THAT the Board of Directors of to consider and if thought fit, to pass the following the Company be and is hereby authorised to revise, resolution as an Ordinary Resolution: determine or finalise the remuneration payable to the “ RESOLVED THAT pursuant to the provisions of Secretarial Auditor for each financial year during the Section 152 of the Companies Act 2013 and other aforesaid tenure, in consultation with the Secretarial applicable provisions of the Companies Act, 2013 Auditor, in accordance with the applicable provisions and the rules made thereunder including any of the Act and the SEBI LODR Regulations. statutory modification(s) or re-enactment thereof RESOLVED FURTHER THAT any one Director or the for the time being in force, Ms. Komal Piyush Somani Company Secretary and Compliance Officer of the (DIN: 08477154), who retires by rotation at this Company be and are hereby severally authorised to meeting, and being eligible, has offered herself for Annual Report 2025-26 01 Notice to Shareholders do all such acts, deeds, matters and things as may be the Nomination and Remuneration Committee/ necessary, expedient or desirable to give effect to this Compensation Committee which the Board has resolution, including making the necessary statutory constituted, or any other committee constituted/ to be filings and disclosures with the Registrar of Companies, constituted by the Board) which is authorised to create, stock exchanges and other authorities, wherever offer, issue, re-issue, grant and allot or forfeit from applicable.” time to time, in one or more tranches, not exceeding 25,00,000 (Twenty-five Lakh) Employee Stock Options (as defined in the Scheme 2021) (“ESOPs”/ “Options”) SPECIAL BUSINESS: to the eligible employees (as defined in the Scheme 2021), on such terms and conditions as provided in the 5. Ratification of ESDS Employees Stock Scheme 2021, which ESOPs shall be exercisable into Ownership Plan – [Showing first 8,000 characters — download PDF for full document]