ESDS Private Placement

Document Summary

ESDS Software Solution Limited will hold its First (01st) (FY 2024-25) Extra-Ordinary General Meeting on Saturday, 5th October, 2024 at 11:00 a.m. at its registered office in Nashik to consider the issue of equity shares on a preferential allotment/private placement basis.

Agenda Item 1: Issue of Equity Shares

The company aims to raise funds through the issuance of Equity Shares via a preferential allotment route to support business expansion, working capital needs, repay short-term and long-term borrowings, and for general corporate purposes.

The members are asked to approve the following resolution as a special resolution:

• Approval to issue, offer, and allot 46,34,151 Equity Shares of face value Rs.1/- each fully paid-up, for cash, at an issue price of Rs.164/- per equity share (including a premium of Rs.163/- per equity share), aggregating up to Rs.76,00,00,764/-, on a private placement basis via preferential allotment to investors/subscribers mentioned in Annexure A.
• Valuation reports dated 04th September, 2024, prepared by registered valuer and chartered accountants, valuing the company's shares at Rs.154/- per equity share, are taken on record.
• The issued Equity Shares shall be subject to the Memorandum and Articles of Association and shall rank pari-passu with existing shares.
• A Private Placement Offer Letter in Form No. PAS-4, along with an application form, will be issued to the Subscribers listed in Form PAS-5, inviting them to subscribe to the Equity Shares.
• Mr. Piyush Somani, Chairman and Managing Director, is authorized to sign and circulate the letter of offer in Form PAS-4 with the application form to subscribers in Form PAS-5.
• Mr. Piyush Somani, Ms. Komal Somani, and Mr. Prasad Deokar are authorized to sign and file the return of allotment in Form No. PAS-3 with the Registrar of Companies and the filings with the National Securities Depository Limited / Central Depositories Services (India) Limited, and to make any necessary filings or sign documents required for the issuance.

The Board of Directors recommends the resolution for the approval of the members of the Company. None of the directors, key managerial personnel, and relatives are interested in the proposed resolution, except in the ordinary course of business.

Explanatory Statement Disclosures:

• The Board approved the issuance on September 16, 2024, subject to member approval.
• The price has been arrived at on the basis of Valuation Report dated 4th September, 2024 issued by M/s. V Mandhana & Associates.
• M/s. V Mandhana & Associates Chartered Accountants, Registered Valuer – Securities or Financial Assets (Reg. No. IBBI/RV/06/2020/13124), Address: 702(L), Hubtown Solaris, NS Phadke Marg, Andheri East, Mumbai – 400 069 performed the valuation.
• The company intends to raise Rs.76,00,00,764/- through this issue.
• The object of the issue is repayment of existing debt, business expansion, and general corporate purposes.
• The issue size is 46,34,151 Equity Shares.
• Shares are proposed to be issued for consideration of Rs.164/- having a face value of Rs. 1 each issued at a premium of Rs. 163/- per share.
• The relevant date is September 4, 2024 (date of the valuation report).
• The classes of persons to whom the Preferential cum Private Placement of Equity Shares is proposed to be made is per Annexure A attached with this Notice.
• None of the promoter/ directors/ key management personnel of the Company intend to apply/subscribe to any of the equity shares offered.
• The Preferential cum Private Placement of Equity Shares shall be completed within 60 days from the date of the passing of the special resolution.

Pre and Post Issue Shareholding Pattern:

The shareholding pattern of the Company before and after the Preferential cum Private Placement of Equity Shares are outlined below:

| Sr. No. | Category | Pre-Issue | | Post Issue | | | --- | --- | --- | --- | --- | --- | | | | No. of equity Shares Held | % of Holding | No. of equity Shares Held | % of Holding | | A | Promoters' Holding | | | | | | 1 | Indian: | | | | | | | Individual | 49,497,695 | 53.28 | 49,497,695 | 50.75 | | | Bodies Corporate | - | - | - | - | | | Sub Total | 49,497,695 | 53.28 | 49,497,695 | 50.75 | | 2 | Foreign Promoters: | | | | | | | Bodies Corporate | - | - | - | - | | | Sub Total (A) | 49,497,695 | 53.28 | 49,497,695 | 50.75 | | B | Non-Promoters' Holding | | | | | | | Bodies Corporate | - | - | - | - | | 1 | Institutional Investors | - | - | - | - | | 2 | Non Institution | | | | | | | Private Corporate Bodies | 7,465,975 | 8.04 | 92,21,706 | 9.45 | | | Directors and Relatives | - | - | - | - | | | Indian Public | 12,307,579 | 13.25 | 15,185,999 | 15.58 | | | Others (Including Individuals, Trust, NRIs, and ESOP) | 23,622,936 | 25.43 | 23,622,936 | 24.22 | | | Sub Total (B) | 43,396,490 | 46.72 | 48,030,641 | 49.25 | | | Grand Total(A) + (B) | 92,894,185 | 100.00 | 97,528,336 | 100 |

None of the directors, key managerial personnel, and relatives of directors and/or key managerial personnel (as defined in the Companies Act, 2013) of the Company are concerned or interested in the proposed resolution, except in the ordinary course of business.

The document includes a list of proposed allottees and their respective share allocations (Annexure A). Some notable allottees include Mukul Mahavir Agrawal, Anchorage Capital Scheme I, Vanaja Sunder Iyer, Columbus Fin Vest Private Ltd, JVS Holdings LLP, AART Corporate Advisors Private Limited, Ashish Kacholia and RBA Finance & Investment Co.

Annexure A provides a detailed list of the proposed allottees and the percentage of the post Preferential cum Private Placement offer capital that each may hold. The table lists allotee name, primary no. of equity shares, nominal value, total premium amount, primary amount, and the post offer percentage for each. The total shares issued to proposed allotees is 4,634,151.

Additional information for shareholders attending the meeting is provided in the Notes section. A proxy form and consent for shorter notice are included at the end. An attendance slip is also provided. Route map to the meeting location is included.