Board approves related-party share purchase, loan and corporate guarantee; seeks shareholder nod via postal ballot

Board on 9 October 2026 approved material related party transactions and a postal ballot notice seeking shareholder approval via e-voting only.

Fri 9 Oct 2026

Acquisition Consideration

up to USD 1.5 million (approx. 14.47 Crores INR) for 40% equity of eData Solutions Inc

Corporate Guarantee

up to Rs. 32 Crores for Gemini Innovations Private Limited

Loan to eData Solutions Inc

up to USD 1.5 million (approx. upto Rs. 15 Crores), unsecured loan

Prodocs Solutions Limited's board met on Friday, 9 October 2026 from 4 P.M. to 5 P.M. and approved material related party transactions, a postal ballot notice seeking shareholders' approval through e-voting only, and the appointment of C.S. Ketan Ravindra Shirwadkar of M/s KRS AND CO., Practicing Company Secretaries as scrutinizer for the remote e-voting process. Each transaction below is subject to shareholders' approval.

1. Purchase of 40% of eData Solutions Inc, USA:

• Buyer: Prodocs Solutions Inc, USA, a wholly-owned subsidiary of the company. Seller: Mr. Manan Hiren Kothari, promoter of the company. Both are related parties.
• The shares are 40% equity shares of eData Solutions Inc, USA, a subsidiary of Prodocs Solutions Inc, USA and a step-down subsidiary of the listed company.
• Consideration: up to USD 1.5 million, i.e. approx. 14.47 Crores INR, cash consideration, by way of transfer of equity shares.
• After the acquisition, Prodocs Solutions Inc, USA will hold 100% of the shareholding of eData Solutions Inc, USA.
• Stated object: access to the clientele served by eData Solutions Inc.
• Indicative time period for completion of the acquisition: up to March 31, 2027.
• eData Solutions Inc, USA belongs to IT enabled services, was incorporated on 05-03-2013 and became a subsidiary of Prodocs Solutions Inc, USA with effect from 30th April 2025.
• Its turnover was Rs. 44,08,59,606 as on 31st March 2026, Rs. 500438920 as on 31st December 2024 and Rs. 522570843 as on 31st December 2023.

2. Loan or financial assistance to eData Solutions Inc, USA:

• Lender: Prodocs Solutions Inc, USA; borrower: eData Solutions Inc, USA.
• Nature of the loan: unsecured loan. Size of agreement: up to USD 1.5 million (approx. upto Rs. 15 Crores).
• Total amount of loan given or taken till date: no loan given or taken. Total amount outstanding: NIL.
• The loan agreement will be executed after shareholders' approval to the transaction.
• Prodocs Solutions Inc, USA presently holds 60% shareholding of eData Solutions Inc, USA, so the listed company indirectly holds 60% of eData Solutions Inc, USA.

3. Corporate guarantee for Gemini Innovations Private Limited:

• Provision of corporate guarantee by the company to secure a loan to be availed by the related party from any bank, financial institution or other lending entity, up to a principal amount not exceeding Rs. 32 Crores. It is proposed to be given subject to shareholders' approval and the agreement is not entered.
• The guarantee constitutes a contingent obligation and does not, in itself, result in any immediate debt or interest liability for the listed entity.
• In the event of default by the borrower, the lender shall have the right to take possession of a building owned by Gemini Innovations Private Limited, having an approximate value of 60 crore, and realise the proceeds towards recovery of its outstanding dues.
• If the value realised from that security is insufficient to fully discharge the outstanding dues, the listed entity shall make good the resulting shortfall from its internal accruals.
• The update notes that in such an eventuality the listed entity may be required to arrange funds for meeting the guaranteed obligation, which could increase its debt or other financial liabilities and its finance costs and interest burden, and may have an adverse impact on its liquidity, leverage and financial position, depending upon the extent and timing of any such obligation.
• Promoter Ms. Forum Abhay Kapashi is a director of Gemini Innovations Private Limited. Ms. Nidhi Parth Sheth, her sister, holds 2.34% shares of the listed company. M/s. Onus Digital Services Private Limited holds 22.70% shares in the company.

4. Loan and office premises to Gemini Innovations Private Limited:

• Purpose: advancing of loan. Size of agreement: up to Rs. 5 Crores. Nature of the loan: unsecured loan. Shareholding of the listed company in the entity: NIL.
• Total amount of loan given during the year: 1,72,67,500. Total amount outstanding during the year: 1,72,67,500.
• The update states that when the loans were extended to Gemini Innovations Private Limited the company was not a related party, and that the loan agreement will be executed after shareholders' approval.
• The board also approved leasing of office premises with Gemini Innovations Private Limited.

What happens next

• The board approved a postal ballot notice seeking shareholders' approval for the material related party transactions, with voting through e-voting only.
• The loan agreements for eData Solutions Inc, USA and Gemini Innovations Private Limited will be executed after shareholders' approval to those transactions.

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