ESDS Software Solution IPO
ESDS Software Solution LtdMainboard
This IPO closed on 1 Sep 2026.
- Open date
- 28 Aug 2026
- Close date
- 1 Sep 2026
- Min. Investment
- ₹14,586
- Lot Size
- -
- Fresh Issue
- ₹720.00 Cr
- Price Range
- -
- Face Value
- -
- IPO Document
- DRHP - PDF(opens in a new tab)
Subscription rate
- Qualified Institutional Buyers261.51x
- Non-Institutional Investors192.94x
- Retail-Individual Investors39.64x
- Total135.88x
Schedule
- Completed: IPO open date28 Aug 2026
- Completed: IPO close date1 Sep 2026
- Current step: Allotment date2 Sep 2026
- Upcoming: Funds unblock or debit3 Sep 2026
- Upcoming: Tentative listing date4 Sep 2026
About
Promoter shareholding in ESDS Software Solution Ltd, before and after the issue.
| Promoter | Pre-issue shares | Pre-issue % | Post-issue shares | Post-issue % |
|---|---|---|---|---|
| Piyush Prakashchandra Somani | 2,46,48,670 | 24.54% | 2,46,48,670 | 21.03% |
| Komal Piyush Somani | 1,01,74,322 | 10.13% | 1,01,74,322 | 8.68% |
| P.O. Somani Family Trust | 1,12,33,739 | 11.19% | 1,12,33,739 | 9.58% |
| Sarla Prakashchandra Somani | 3,788 | 0.00% | 3,788 | 0.00% |
| Prajakta Rushikesh Jadhav | 1,00,011 | 0.10% | 1,00,011 | 0.09% |
| Pooja Prakashchandra Somani | 1,00,011 | 0.10% | 1,00,011 | 0.09% |
Financials of ESDS Software Solution IPO
| Key Performance Indicators | Mar 2024 | Mar 2025 | Mar 2026 |
|---|---|---|---|
| Operating Revenue | - | - | - |
| Other Income | - | - | - |
| Total Income | 286.52 | 361.34 | 472.21 |
| Total Expenses | 269.83 | 294.05 | 313.23 |
| Profit Before Tax | - | - | - |
| Total Profit | 12.57 | 55.61 | 120.28 |
ESDS Software Solution IPO Strengths & Risks
- We are an AI enabled cloud, managed services, Data Centre infrastructure and software solutions provider in India.
- Our comprehensive Security-as-a-Service (SECaaS) framework enables businesses to proactively manage threats and achieve robust security and compliance objectives.
- We have long-term relationships with well-established banks and other businesses.
- Strong Government Partnerships and Policy Advocacy.
- AI-driven innovations and patented technology.
- Transparent and flexible customized billing system.
- Strength and experience of our directors, key managerial personnel and senior management team.
- Risks Relating to the Business: If the company fails to innovate in response to new technological changes and technological innovations, or adapt to technological developments or evolving industry standards, its business, financial condition, and results of operations could be adversely affected.
- Risks Relating to the Business: The company's revenue, directly or indirectly, from government entities and government projects represented 27.37%, 29.52%, and 34.04% of its revenue from operations for Fiscals 2026, 2025 and 2024, respectively. Any changes in government policies or budgetary allocations or the company's ability to satisfy eligibility and selection criteria in relation to outsourcing of services may adversely affect its business, financial condition, results of operations and cash flows.
- Risks Relating to the Business: ESDS Cloud FZ-LLC, the Company's subsidiary, had a loss of Rs. 40.46 million and Rs. 60.19 million for Fiscals 2025 and 2024, respectively. These losses represented (7.28%) and (44.23%) of the company's profit for the year for Fiscals 2025 and 2024, respectively. Although ESDS Cloud FZ-LLC had a profit for the year of Rs. 54.62 million for Fiscal 2026, there can be no assurance that ESDS Cloud FZ-LLC will not incur a loss for the year in the future. If ESDS Cloud FZ-LLC were to experience a loss for the year over continuous fiscal years, especially if the losses were large, its ability to operate its business as a going concern may be adversely affected, which may requires it to raise additional financing, which may not be available, and it would adversely affect the company's consolidated financial condition, results of operations and cash flows. In addition, the Company could lose its investment in ESDS Cloud FZLLC and may not repay the money it has lent to ESDS Cloud FZ-LLC, which would have an adverse effect on its financial condition on a standalone basis.
- Risks Relating to the Business: Any unauthorized access to the company's network or data could harm its reputation, create additional liability and adversely affect the company's financial condition, results of operations and cash flows.
- Risks Relating to the Business: In Fiscal 2026, the company's revenue from its top client and top 10 clients represented 15.93% and 45.36% of the company's revenue from operations, respectively, and any loss or reduction of business from these clients could have a material adverse effect on its business, financial condition, results of operations and cash flows.
- Risks Relating to the Business: A substantial portion of the company's assets are hypothecated or mortgaged in favour of lenders as security for some of its borrowings. As at March 31, 2026, 2025 and 2024, the total value of the company's hypothecated current assets as a percentage of its total current assets was 96.72%, 88.96% and 84.84%, respectively, and the total value of the company's mortgaged property, plant and equipment as a percentage of its total property, plant and equipment was 18.89%, 27.05% and 56.62%, respectively. The company's lenders may enforce the security in the event of its failures to service the company's debt obligations, which could adversely affect its business, financial condition, results of operations and cash flows.
- Risks Relating to the Business: If the company is unable to collect receivables from, or bill its unbilled services to, the company's clients, its business, financial condition, results of operations and cash flows could be materially adversely affected.
- Risks Relating to the Business: The company is exposed to macroeconomic downturns and geopolitical tensions, trade policies, and regulatory changes in the countries its export to, which was primarily the United Arab Emirates for Fiscal 2026. Any downturn in the macroeconomic environment in the countries the company export to, particularly, the United Arab Emirates, increases in trade barriers, or the imposition of sanctions or increase in the scope of sanctions, that the company is required to comply with in countries that its export to could adversely affect the company's business, financial condition, results of operations and cash flows.
- Risks Relating to the Business: The company's business is highly dependent on its ability to allow the company's customers to have access to its services on a continuous and seamless basis or within an acceptable amount of time. If the company is unable to prevent disruptions to customers' access to its services it could adversely affect the company's reputation, business, financial condition, results of operations and cash flows. The company is typically required to furnish performance bank guarantees in connection with services or products provided by it. As at March 31, 2026, 2025 and 2024, the percentage of the company's performance bank guarantees as a percentage of its Net Worth was 9.95%, 11.65% and 20.36%, respectively.
- Risks Relating to the Business: If the company inadvertently infringe on the intellectual property rights of others, its business and results of operations may be adversely affected.
- Risks Relating to the Business: Exchange rate fluctuations could adversely affect the company's results of operations.
- Risks Relating to the Business: The company's total contingent liabilities represented 10.43%, 11.96% and 30.50% of its Net Worth as at March 31, 2026, 2025 and 2024, respectively. These contingent liabilities have not been provided for in the company's financial statements, and if they materialise, they may have a material adverse effect on its financial condition, results of operations and cash flows.
- Risks Relating to the Business: Increases in interest rates would adversely affect the company's financial condition, results of operations and cash flows.
- Risks Relating to the Business: The company's growth, in part, depends on its ability to maintain successful relationship with the company's technology and business collaboration partners and any breakdown of such relationships could adversely affect its business, financial condition, results of operations and cash flows.
- Risks Relating to the Business: Any non-compliance with restrictive covenants under the company's financing agreements may lead to, amongst others, accelerated repayment schedule and suspension of further drawdowns, which could adversely affect its business, financial condition, results of operations and cash flows.
- Risks Relating to the Business: For Fiscals 2026, 2025 and 2024, the cost of supplies from the company's top supplier represented 11.40%, 33.70% and 14.16% of its other expenses plus additions to property, plant and equipment, respectively, and the company's cost of supplies from its top 10 suppliers represented 52.28%, 62.18% and 41.73% of the company's other expenses plus additions to property, plant and equipment, respectively. The company relies on its suppliers for various critical aspects of the company's information technology infrastructure. If any of its top 10 suppliers ceased supplying products/services to it and the company were unable to find a supplier to replace it, it could have an adverse effect on the company's business, financial condition, results of operations, and cash flows.
- Risks Relating to the Business: There have been delays in the payment of tax deducted at source for the assessment years 2017-2018, 2018-2019, 2020-2021, 2021-2022 and 2022-2023 by the Company. Its received showcause notices in this regard from the Income Tax Department which were settled by the Company paying compounding charges of Rs. 6.06 million on April 4, 2025. The Company has outstanding GST litigations under Central Goods and Services Act, 2017 for Fiscal 2018, Fiscal 2019, and Fiscal 2020, which were settled by the company's payment of tax liability of Rs. 10.44 million on March 27, 2025. Any delay in payment of statutory dues by the company in future, could result in the imposition of penalties, which could an adverse effect on its financial condition, results of operation and cash flows.
- Risks Relating to the Business: The company is required to maintain certain approvals or licenses required in the ordinary course of business and the failures to obtain them in a timely manner or at all may adversely affect its operations.
- Risks Relating to the Business: The company's funding requirements and the proposed deployment of Net Proceeds are not appraised by any independent agency.
- Risks Relating to the Business: The company has in the past entered into related party transactions and may continue to do so in the future. The company cannot assure you that its could not have achieved more favourable terms had such transactions not been entered into with related parties.
- Risks Relating to the Business: The company's Data Centres located in Bengaluru, Karnataka, Mohali, Punjab and Noida, Uttar Pradesh are operated, and the Proposed Kolkata Data Centre will be operated, in terms of master-service agreements entered into by it with the Software Technology Parks of India ("STPI"). The company is required to pay STPI the minimum guaranteed charges or 18% of the revenue generated from these Data Centres (whichever is higher) on an annual basis. In the event the agreements between us and STPI are terminated or the company is unable to renew these agreements, its will be required to relocate these Data Centres and the company cannot assure you that its will be able to identify alternative locations for such Data Centres in a timely manner or that such alternative locations will not requires significant expenditure or be as commercially viable. Any temporary or permanent closure of these Data Centres could adversely affect the company's ability to service its clients and could materially and adversely affect the company's business, financial conditions, results of operations and cash flows.
- Risks Relating to the Business: The company has substantial capital expenditure and working capital requirements and may requires additional capital to meet those requirements, which could have an adverse effect on its business, financial condition, results of operations and cash flows.
- Risks Relating to the Business: The company's brands is integral to the company's success. If the company fails to effectively maintain, promote and enhance its brands, the company's business, financial condition, results of operations and cash flows could be adversely affected.
- Risks Relating to the Business: The company's ability to obtain financing on commercially acceptable terms depends on its credit ratings. On March 25, 2025, Acuite Ratings & Research Limited downgraded the company's credit rating for long term securities from ACUITE BB+ to ACUITE BB. On December 28, 2023, Acuite Ratings & Research Limited downgraded its credit ratings from ACUITE BBB+/Stable (long term securities) and ACUITE A2 (short term securities) to ACUITE BB+ (long term securities) and ACUITE A4+ (short term securities). A downgrade in the company's credit ratings in the future could restrict its access to borrowings on commercially acceptable terms and thereby adversely affect the company's business, financial conditions, results of operations and cash flows.
- Risks Relating to the Business: The company's individual Promoters, namely, Piyush Prakashchandra Somani and Komal Piyush Somani, and Sarla Prakashchandra Somani, a member of its Promoter Group, have provided personal guarantees for loan facilities obtained by the Company. As at June 30, 2026, 52.59% of its indebtedness was personally guaranteed by the company's Promoters and Sarla Prakashchandra Somani. If such guarantees are invoked, the company's Promoters and Sarla Prakashchandra Somani may need to sell some or all of their Equity Shares to pay the guaranteed amount invoked, which could result in a decline in the market price of the Equity Shares. In addition, in the event that any of such facilities are revoked, the lenders for such facilities may requires alternate securities, guarantees, repayment of amounts outstanding under such facilities, or even terminate such facilities, which could adversely affect its business, financial condition, results of operations and cash flows.
- Risks Relating to the Business: There are outstanding litigation proceedings against the Company, Promoters, Directors, Key Managerial Personnel and Senior Management. The aggregate claim value in outstanding litigation proceedings, as disclosed in "Outstanding Litigation and Other Material Developments" on page 435, in accordance with the SEBI ICDR Regulations and to the extent quantified, against the Company, Promoters and Directors is Rs. 250.48 million, Rs. 184.80 million and Rs. 184.80 million, respectively. Any adverse outcome in such proceedings could have an adverse effect on the company's reputation, business, financial condition, results of operations and cash flows.
- Risks Relating to the Business: If the company is unable to modify its pricing models to retain existing customers and attract prospective customers, it could have an adverse effect on the company's business, financial condition, results of operations and cash flows.
- Risks Relating to the Business: The company may be unable to protect its intellectual property adequately, which could harm the company's business, financial condition, results of operations and cash flows.
- Risks Relating to the Business: The company derived 43.88%, 56.36% and 49.59% of its revenue from operations for Fiscals 2026, 2025 and 2024, respectively, from Infrastructure as a Service (IaaS). If there is any decline in demand for IaaS or the company is unable to maintain the company's existing market share in this sector, it could have a material adverse effect on its business, financial condition, results of operations and cash flows.
- Risks Relating to the Business: Failures to comply with laws and regulations applicable to the company's business could subject it to fines and penalties and could also cause it to lose customers or otherwise harm the company's business.
- Risks Relating to the Business: None of the company's Directors have prior experience of holding a directorship in a company listed on the Stock Exchanges. Post listing of the Equity Shares on the Stock Exchanges, the Company will be subject to the applicable regulatory requirements of a listed company, including the regulations prescribed under SEBI Listing Regulations and the Companies Act. Any non-compliance with the regulatory requirements, due to lack of experience or otherwise, may subject it to adverse regulatory actions, and have an adverse effect on the price of the Equity Shares.
- Risks Relating to the Business: The company's ability to operates its cloud computing infrastructure relies on access to sufficient, reliable and cost-effective electric power, reliable internet and telecommunication services, cooling solutions and other technical services.
- Risks Relating to the Business: If the company is unable to hire, integrate, train and retain qualified personnel, its business, financial condition, results of operations and cash flows could suffer.
- Risks Relating to the Business: If the company is not successful in executing its growth strategies, the company's business, financial condition, results of operations and cash flows may suffer.
- Risks Relating to the Business: The company does not own the premises where its offices and Data Centres are located or Proposed Data Centres will be located and utilise, or will utilise, as applicable, such premises and Data Centres in terms of lease agreements or master service agreements entered into by it. The termination of such arrangements or the company's failure to renew the arrangements on terms acceptable to it, if at all, could adversely affect the company's business, financial condition, results of operations and cash flows.
- Risks Relating to the Business: Protests by local residents and activists against the opening of new Data Centres in India could adversely affect the company's ability to open new Data Centres. Further, such protests, whether or not directed specifically at the Company or its projects, may adversely affect the reputation and brand of the Company, and could adversely affect its relationships with regulators, customers, business partners, employees and other stakeholders, which in turn could have a material adverse effect on the company's business, financial condition, results of operations and cash flows.
- Risks Relating to the Business: The company's individual Promoter, Piyush Prakashchandra Somani, has an interest in entities engaged in similar line of business, which may result in conflicts of interest with it. The company has not entered into any non-compete agreements with its Promoter or Promoter Group entities. If the company's Promoter decides to divert opportunities or conduct business through his other business interests, it could have a material adverse effect on the company's reputation, business, financial condition, results of operations and cash flows.
- Risks Relating to the Business: The markets in which the company operates are highly competitive and if the company is unable to compete effectively, its business, financial condition, results of operations and cash flows could be adversely affected.
- Risks Relating to the Business: The company is committed to transitioning its operations to 100% renewable energy as part of the company's long-term sustainability strategy. If the company is unable to efficiently execute this transition or if the required capital expenditures exceed its projections and the company does not see adequate financial returns, it could have a material adverse effect on the company's business, financial condition, results of operations, and cash flows.
- Risks Relating to the Business: One of the company's growth strategies is to make investments in artificial intelligence (AI) and machine learning (ML) technologies to enhance its capabilities, improve operational efficiencies, and drive innovation. This strategy requires investments in research and development, technology infrastructure, software, and talent acquisition. If the company's investment does not result in adequate financial returns, its business, financial condition, results of operations and cash flow may be materially affected.
- Risks Relating to the Business: The company has a subsidiary in the UAE, a subsidiary in the United States and customers in countries outside India and, as such, is subject to the risks and uncertainties of conducting business outside India.
- Risks Relating to the Business: The company intends to use Rs. 5,760.00 million of the Net Proceeds for the purposes of purchase and installation of cloud computing equipment and other equipment and infrastructure for its Airoli Data Centre, Bengaluru Data Centre, Mohali Data Centre and Nashik Data Centre (collectively, the "Relevant Data Centres"). The company has not placed orders for the equipment that its propose to finance from the Net Proceeds. In the event of any delay in placing such orders, or in the event the vendors are not able to provide the equipment in a timely manner, or at all, it may result in time and cost overruns and the company's business, prospects and results of operations may be adversely affected.
- Risks Relating to the Business: The company's success depends substantially on the continuing services of its Promoters, Key Managerial Personnel and Senior Management. The loss of or the company's inability to attract or retain such persons could adversely affect its business, financial condition and results of operations and cash flows.
- Risks Relating to the Business: The company's ability to maintain customer satisfaction depends in part on the quality of its customer support. Failures to maintain high-quality customer support could have an adverse effect on the company's business, financial condition, results of operations, and cash flows.
- Risks Relating to the Business: The company may undertake acquisitions, investments, joint ventures or other strategic alliances, which may have an adverse effect on its ability to manage the company's business, and such undertakings may be unsuccessful.
- Risks Relating to the Business: The company's operations are subject to various risks, including breakdowns, equipment failures, interruptions in the supply of power, internet and telecommunication services and water, third party liability claims, labour disturbances, employee fraud and infrastructure failures, as well as force majeure events such as fire, earthquake, flood, and acts of terrorism. The company's insurance coverage may not be adequate to protect it against all potential losses, which could have an adverse effect on its results of operations, cash flows and financial condition.
- Risks Relating to the Business: The company's Promoters and certain of its Directors, Key Managerial Personnel and Senior Management, are interested in the company's performance in addition to their remuneration and reimbursement of expenses, including an unsecured loan to SPOCHUB Solutions Private Limited, the Company's subsidiary, which is repayable on demand.
- Risks Relating to the Business: After the completion of the Issue, the company's Promoters along with the Promoter Group will continue to collectively hold a substantial shareholding in the Company.
- Risks Relating to the Business: Any variation in the utilisation of the Net Proceeds as disclosed in the Red Herring Prospectus shall be subject to certain compliance requirements, including prior Shareholders' approval.
- Risks Relating to the Business: This Red Herring Prospectus contains certain non-GAAP financial measures and certain other selected statistical information related to the company's operations and financial performance. These non-GAAP measures and statistical information may vary from any standard methodology that is applicable across the industry, and therefore may not be comparable with financial or statistical information of similar nomenclature computed and presented by other peer companies.
- Risks Relating to the Business: The company's ability to pay dividends in the future will depends on its earnings, financial condition, working capital requirements, capital expenditures and restrictive covenants of the company's financing arrangements.
- Risks Relating to the Business: As at the date of this Red Herring Prospectus, 2,615 public Shareholders held 52,875,318 Equity Shares, which represents 52.65% of the total outstanding Equity Shares prior to the Issue. There are no restrictions on the company's existing public Shareholders selling their Equity Shares and any sale of the Equity Shares held by the existing public Shareholders may adversely affect the market price of the Equity Shares.
