Board approves 40% eData stake purchase, eData loan, Gemini guarantee and loan; postal ballot for approval

Board approved material related party transactions, subject to shareholders' approval.

Fri 9 Oct 2026

eData 40% Stake Acquisition Consideration

up to 1.5 million USD (approx. 14.47 Crores INR)

Loan from WOS to eData

up to USD 1.5 Million (approx. upto Rs. 15 Crores)

Gemini Innovations Guarantee and Loan

corporate guarantee up to Rs. 32 Crores and loan up to Rs. 5 Crores

Buying the remaining stake in a US step-down subsidiary

The Board approved a Material Related Party Transaction between Prodocs Solutions Inc., USA, a Wholly-Owned Subsidiary of the Company, and Mr. Manan Hiren Kothari, Promoter of the Company, both being related parties, for acquisition/purchase of 40% equity shares of eData Solutions Inc., USA — a subsidiary of Prodocs Solutions Inc. and a step-down subsidiary of the Company — by way of transfer of equity shares. The consideration is cash, for a sum not exceeding 1.5 million USD (approx. 14.47 Crores INR). It is subject to shareholders' approval.

Post-acquisition, all of the shareholding will be held by Prodocs Solutions Inc., USA. The stated object is to make eData a wholly-owned subsidiary, by virtue of which Prodocs Solutions Limited will get access to the clientele served by eData Solutions Inc. The indicative time period for completion of the acquisition is up to March 31, 2027. The nature of consideration is cash.

A loan to the same overseas subsidiary

The Board also approved a Material Related Party Transaction between Prodocs Solutions Inc., USA and eData Solutions Inc., USA for giving loan / financial assistance of a sum not exceeding 1.5 million USD (approx. upto Rs. 15 Crores), subject to shareholders' approval. The loan is unsecured; till date no loan has been given or taken and the total amount outstanding is nil. The loan agreement will be executed after shareholders' approval.

What eData Solutions Inc., USA is

• Engaged in IT Enabled Services; country: USA
• Date of incorporation: 05-03-2013
• Became a subsidiary of Prodocs Solutions Inc., USA with effect from 30th April, 2025
• Turnover as on 31st March 2026: Rs. 44,08,59,606
• Turnover as on 31st December 2024: Rs.500438920
• Turnover as on 31st December 2023: Rs. 522570843

Prodocs Solutions Inc., USA presently holds a majority stake in eData Solutions Inc., USA, with the Company holding it indirectly; the balance stake is what is being acquired.

The Gemini Innovations package

The Board approved a Material Related Party Transaction with Gemini Innovations Private Limited, a company in which Ms. Forum Kapashi, Promoter of the Company, is interested, for providing a corporate guarantee, advancing a loan and leasing of office premises.

• Corporate guarantee proposed to secure a loan to be availed by the related party from any bank / financial institution / other lending entity, up-to principal amount not exceeding Rs. 32 Crores
• Loan of up-to Rs. 5 Crores
• The agreement is not entered; the guarantee is proposed to be given subject to shareholders' approval

What the update itself says about the guarantee's impact

The corporate guarantee to be provided constitutes a contingent obligation and does not, in itself, result in any immediate debt or interest liability for the Listed Entity. However, in the event of default by the borrower, the Lender shall have the right to take possession of the building owned by Gemini Innovations Private Limited, having an approximate value of 60 crore, and realise the proceeds towards recovery of its outstanding dues. In the event that the value realised from the said security is insufficient to fully discharge the outstanding dues, the Listed Entity shall make good the resulting shortfall from its internal accruals. In such an eventuality, the Listed Entity may be required to arrange funds for meeting the guaranteed obligation, which could result in an increase in its debt or other financial liabilities and may consequently lead to an increase in its finance costs and interest burden. This may have an adverse impact on the liquidity, leverage and financial position of the Listed Entity, depending upon the extent and timing of any such obligation.

Existing exposure to Gemini Innovations

• Total amount of loan given during the year: 1,72,67,500
• Total amount outstanding during the year: 1,72,67,500
• Nature of the loan: unsecured
• The update notes that when the loans were extended to Gemini Innovations Private Limited, the company was not a Related Party

Who is interested

• Mr. Manan Kothari, Promoter of the Company, is a President and Member of eData Solutions Inc., USA
• Ms. Pallavi Kothari, Promoter of the Company and mother of Mr. Manan Kothari, is interested
• Ms. Khusboo Shah and Ms. Khyati Sanghavi, sisters of Mr. Manan Hiren Kothari and daughters of Ms. Pallavi Kothari, are interested subject to their shareholding in the listed entity
• Ms. Forum Kapashi, Promoter of the listed Company, is a Director of Gemini Innovations Private Limited
• Ms. Nidhi Parth Sheth, sister of Ms. Forum Kapashi, is interested subject to her shareholding in the listed Company
• M/s. Onus Digital Services Private Limited is a Promoter of the Company

All the proposed transactions are stated to be undertaken on arm's length basis.

Next step for shareholders

The Board approved the Postal Ballot Notice seeking shareholders' approval for the above material related party transactions through e-voting only. The Board also approved the appointment of C.S. Ketan Ravindra Shirwadkar (Mem No. F13938 and COP No. 15386) of M/s KRS AND CO., Practicing Company Secretaries, as the Scrutinizer for conducting the remote e-voting process in a fair and transparent manner. The Board Meeting commenced at 4 P.M. and concluded at 5 P.M.

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