Pkeday.

Mainboard · RHP filed 2026-08-24

ESDS Software Solution Limited

BORDERLINE Assessed 2026-08-27 · process v2.1

Borderline, landed TRACK. Re-check at first results.

Rs 720 cr all fresh — GPU and data-centre capex at four sites, GCP

Revenue FY2026
472.2
▲ 30.7% vs FY2025
FY2024 286.5 FY2025 361.3 FY2026 472.2
₹ cr · FY24 · FY25 · FY26
EBITDA FY2026
234.2
▲ 51.2% vs FY2025
FY2024 101.9 FY2025 154.9 FY2026 234.2
₹ cr · FY24 · FY25 · FY26
EBITDA margin % FY2026
49.6
▲ 6.7 pt vs FY2025
FY2024 35.6 FY2025 42.9 FY2026 49.6
FY24 · FY25 · FY26
PAT FY2026
120.8
▲ 117.3% vs FY2025
FY2024 13.6 FY2025 55.6 FY2026 120.8
₹ cr · FY24 · FY25 · FY26
Scorecard PASS 4 MARGINAL 2

Why:

Valuation at the band

Floor ₹408 (T1) Cap ₹429 (T1)
Bid window 28 August to 1 September 2026
Bid lot 34 shares
Fresh shares (₹720 cr fixed) 1,76,47,059 1,67,83,217
Post-issue shares 11,80,74,812 11,72,10,970
Market capitalisation ₹4,817 cr ₹5,028 cr
P/E on FY2026 profit 39.9x 41.6x
P/E (illustrative, ex the offshore GPU subsidiary's profit) 72.0x 75.2x
EV/EBITDA (net cash as reported) 15.4x 16.3x
EV/EBITDA (illustrative, treating the ₹1,188 cr customer advance as an obligation) 20.5x 21.4x
Promoter holding after 39.2% 39.5%

The filing's only listed peer, E2E Networks, is loss-making, so its printed peer P/E carries no information. The price does not move the verdict; the six ratings judge the business, not the band.

The story

India's sovereign-cloud specialist: a Nashik-born operator selling compliance-grade cloud and managed services to banks, governments and enterprises that must keep data in India. That business grew 30% domestically in FY2026 and is the reason to be interested. Bolted onto it, late in the pre-IPO year, is something entirely different: a previously dormant subsidiary that booked ₹85 crore of revenue and ₹54 crore of profit from one unnamed offshore GPU-services customer, backed by a ₹1,177 crore advance and a five-year, USD 1.25 billion take-or-pay commitment for GPU capacity in Australia — about five times the company's entire revenue.

What this business is

ESDS runs six data centres (three of them for STPI) and sells three lines: infrastructure-as-a-service (cloud hosting and colocation, 44% of revenue), managed services (41%), and its own SaaS (15%). Its edge is regulatory: MeitY empanelment, STQC certification, RBI-grade compliance, and vertical "community clouds" for co-operative banks and government. Customers pay for the certainty their data and workloads stay inside India's rules. It holds under 1% of an India cloud market its commissioned report sizes at ₹79,100 crore, growing to ₹1,87,600 crore by FY2030.

The GPU arrangement inverts this logic: an offshore customer, offshore hardware, capacity rented from an Australian supplier (Sharon AI, delivery due September 2026), where none of the India-compliance moat applies. The filing names neither counterparty and discloses no contract terms.

Easy or difficult business? The core is genuinely hard: certifications, bank-grade uptime across 1,045 branches, government empanelments and two decades of trust take years to replicate. The GPU resale trade is the opposite — a financing-and-procurement position anyone with capital can take.

Key numbers

₹ cr FY2024 FY2025 FY2026
Revenue 286.5 361.3 472.2
Revenue growth % n/a 26.1 30.7
EBITDA 101.9 154.9 234.2
EBITDA margin % 35.6 42.9 49.6
PAT 13.6 55.6 120.8
PAT growth % n/a 308.6 117.3

Two adjustments matter. FY2025's growth was almost entirely one sanctioned Russian bank, since wound down; FY2026's margin expansion and 83% of its profit increase came from the GPU subsidiary. Excluding both, the underlying business grew about 30% in FY2026 at flat margins around 42%, on a debt-free balance sheet.

Segment, ₹ cr FY2024 FY2025 FY2026
Infrastructure-as-a-service 142.1 203.6 207.2
IaaS growth % n/a 43.3 1.8
Managed services 77.5 75.7 194.6
Managed services growth % n/a -2.4 157.2
SaaS 66.9 82.0 70.4
SaaS growth % n/a 22.6 -14.2

Scorecard

Block Rating Why
Right to win PASS The compliance moat is real and the numbers show it working: 114% domestic net revenue retention ex-sanctions, capacity additions absorbed at unchanged price, patents on its autoscaling. Held below STANDOUT by falling core returns and 60% of the estate leased on revenue-share terms.
Industry and TAM PASS Under 1% of a large, fast-growing, localisation-driven market; the runway question survives an 84% error in the commissioned number. Caution: the segment now driving profit sits outside every market the filing sizes.
Financial momentum MARGINAL The operating business delivered 30% growth at flat margins with negative free cash flow ex-advance; the reported surge is one contract, in a subsidiary the group's auditor did not audit, whose FY2026 revenue predates the capacity behind it.
Risks, governance, RPTs MARGINAL Nothing severe, but a decade of statutory-dues lapses, an adjudicated ₹6.3 crore GST loss, a live fraud-worded GST notice, and an auditor unable to comment on the billing software's audit trail in a year profit doubled.
Promoter and cap table PASS Clean fully diluted count, rising placement staircase, founder retains control and sells nothing; the ₹2,000 purchase of 1% of the GPU subsidiary weeks before its windfall is the one stain, small in rupees.
Offer structure PASS ₹720 crore all fresh, 80% to a named, vendor-quoted, monitored GPU capex object; no seller, no debt games.

Watch out for

The offer


Initial assessment from the RHP only, with no outside verification beyond the price band and offer dates, which come from the NSE and BSE public records, and a bounded outside check on the GPU arrangement and market position, tiered where cited. Numbers carry source tiers: (T1) the filing's audited sections, (T2) exchange, rating-agency or established trade sources, (T3) press. Not a recommendation. The valuation section states what the announced band implies and is not a view on whether that price is right.