The Short Version
ESDS's DRHP is dated March 30, 2025, and its audited restated financials stop at a six-month stub ended September 30, 2024. That sounds like a stale document, and on its own, it is. But ESDS's FY25 annual report, audited and unqualified, closes most of that gap, and its consolidated numbers match the July 2026 investor presentation to the nearest rupee million. We also went back and verified the Sharon AI GPU deal figures that looked mismatched at first glance: they reconcile cleanly once you separate wholesale cost from marked-up revenue. Only FY26 remains genuinely unaudited. At our desk price of Rs 515, the multiple picture improves meaningfully once you use the real audited base instead of the DRHP's own dated one, and it improves further once you stop reading this business on P/E alone, which is close to the wrong tool for a company still this early in its profit curve. We are comfortable with Rs 515 on this basis, with one caveat stated plainly below.
The DRHP's Audited Base, And Where It Stops
ESDS Software Solution Limited filed its DRHP with SEBI and BSE on March 30, 2025, proposing a fresh issue of up to Rs 600 crore, no offer for sale, and no identifiable promoter. Pre-issue equity stood at 100,427,753 shares of face value Re 1 each. The restated financial statements inside that DRHP, audited by Shah Khandelwal Jain & Associates, Chartered Accountants, cover the full years ended March 31, 2024, 2023 and 2022, plus a six-month stub ended September 30, 2024. Nothing past that stub is in the document.
SEBI is reported to have issued its observation on the DRHP between December 15 and 19, 2025, per secondary sources; we have not independently confirmed the exact date, since SEBI's own periodic processing-status list was not available to us in a version current enough to verify it directly, and the observation letter reference in the DRHP itself is still shown as a blank placeholder. You mentioned an RHP filing is expected around month-end August or early September 2026. If that holds, the RHP will need to fold in financials considerably more current than what the original DRHP carries.
The FY25 Annual Report Closes Most Of The Gap
This is the part that matters most for reading the desk price today. ESDS's FY25 annual report exists, separately from the DRHP, audited by the same firm, Shah Khandelwal Jain & Associates, with an unqualified opinion, auditor's report dated August 13, 2025, board sign-off September 8, 2025. It covers the full year ended March 31, 2025, on both a standalone and consolidated basis.
We checked the consolidated figures in this annual report against the historical columns in ESDS's July 2026 investor presentation, and they match exactly: revenue from operations of Rs 3,613.35 million for FY25 against the presentation's Rs 3,613 million, Rs 2,865.18 million for FY24 against Rs 2,865 million; profit after tax of Rs 556.11 million for FY25 against Rs 556 million, Rs 136.10 million for FY24 against Rs 136 million. To the nearest million, every time. That means the FY24 and FY25 figures in the investor deck are not just company claims, they are backed by a real, audited, unqualified annual report we have read directly. Only FY26, the most recent year, is still company-disclosed and unaudited.
Worth flagging separately : Standalone and consolidated tell slightly different balance sheet stories. On a standalone basis, ESDS carried net debt of roughly Rs 43.7 crore at FY25-end, total borrowings of Rs 62.7 crore against cash of Rs 19 crore. On a consolidated basis, the picture is much closer to net cash, roughly Rs 2 crore of net debt, cash of Rs 60.7 crore against similar borrowings. That gap is a legitimate feature of the group structure, not a discrepancy, but it's worth knowing which basis any multiple you see is built on.
The Sharon AI Number That Actually Checks Out
Here's a genuinely good story that deserves to be told as one. ESDS's investor presentation states a ~Rs 19,422 crore ($1.95 billion) contract value over five years, tied to 8,192 Nvidia B300 GPUs, Rs 1,200 crore already received as advance, and an October 2026 go-live. Elsewhere, Sharon AI, the Australian neo-cloud partner in this deal, discloses its own contract value with ESDS at roughly $1.25 to $1.32 billion across its SEC filing and press materials. On the surface those two numbers look like they can't both be right.
They can, and they are. ESDS's own slide 20 discloses Sharon AI's total contract value with ESDS at ~$1.26 billion, right there in the same deck. That is the wholesale side of the arrangement, what ESDS pays Sharon AI for GPU capacity. The $1.95 billion figure on slide 7 is ESDS's own projected revenue from its end-customer, the marked-up side of a back-to-back structure where ESDS sources infrastructure from Sharon AI and packages it with its own software and client services. Run the math on ESDS's own stated 37% gross margin: 63% of $1.95 billion is roughly $1.23 billion, which lands within about 2% of the $1.25 to $1.26 billion wholesale figure. That is a clean reconciliation, not a coincidence, and ESDS's own presentation discloses both sides of it transparently rather than showing only the bigger number.
Sharon AI Deal : Two sides of one back-to-back arrangement
Side of the deal | Value | Source |
|---|---|---|
Sharon AI's wholesale revenue from ESDS (ESDS's cost) | ~$1.26 Bn | ESDS's own July 2026 investor presentation, slide 20 |
ESDS's marked-up revenue from its end-customer | ~$1.95 Bn | ESDS's own July 2026 investor presentation, slide 7 |
Implied cost at ESDS's stated 37% gross margin | ~$1.23 Bn | Priveq desk calculation (63% of $1.95 Bn) |
The ~$1.23 Bn implied cost reconciles within about 2% of the ~$1.26 Bn wholesale figure, consistent with two sides of one back-to-back arrangement rather than a disclosure conflict.
The structure behind this is worth crediting too. The AI infrastructure business sits in ring-fenced SPVs with limited recourse to the listed parent, funded substantially by customer advances before ESDS itself spends, with a leading NVIDIA-access partner co-investing in the GPUs rather than ESDS funding the buildout alone. The presentation states the listed entity remains net-cash throughout. On top of the committed 8,192 GPUs, roughly 16,000 additional B300 GPUs are reportedly in final-stage discussion with international customers, which would take total committed capacity to around 24,000 GPUs if it closes. That is real, disclosed upside sitting outside the numbers we've used for any of the multiple work below, since none of that pipeline is contracted yet.
Why P/E Alone Gets ESDS Wrong
At our desk price of Rs 515, with 100,427,753 pre-issue shares, market capitalisation works out to roughly Rs 5,172 crore. P/E against FY24's audited profit of Rs 13.6 crore is close to unusable, around 380x, a function of how small that base year was, not a signal about today. Against FY25's audited profit of Rs 55.6 crore, now confirmed by the annual report, it's a far more workable ~93x. Against FY26's disclosed, unaudited profit of Rs 120.8 crore, it compresses to roughly 43x.
P/E alone is a weak lens for a capital-intensive infrastructure business like this one, and ESDS's own presentation says as much: it states its core cloud business should be valued on EV/EBITDA and DCF, not P/E. On a consolidated, near-net-cash basis, enterprise value comes to roughly Rs 5,174 crore. Against FY25's audited EBITDA of Rs 153.9 crore, that's an EV/EBITDA of roughly 33.6x. Against FY26's disclosed EBITDA of Rs 239.9 crore, roughly 21.6x. Both are far more legible multiples than the P/E figures, and fairer given how young the absolute profit base still is.
Two supporting numbers worth knowing rather than leading with: Rule of 40, revenue growth plus EBITDA margin, comes out to roughly 81.5 on FY26's disclosed figures (30.7% growth plus 50.8% margin), well clear of the 40 threshold used across cloud and SaaS investing. Net revenue retention is disclosed at ~95.46%, a genuine signal of how sticky the existing customer base is, something a profit multiple alone won't tell you.
ESDS Financial Bridge : Audited vs Disclosed, FY24-FY26
Metric | FY24 (audited) | FY25 (audited) | FY26 (disclosed, unaudited) |
|---|---|---|---|
Revenue from operations | Rs 286.5 cr | Rs 361.3 cr | Rs 472.2 cr |
EBITDA margin | 35.6% | 42.9% | 50.8% |
PAT | Rs 13.6 cr | Rs 55.6 cr | Rs 120.8 cr |
P/E at Rs 515 desk price | ~380x | ~93x | ~43x |
EV/EBITDA at Rs 515 desk price | n/a | ~33.6x | ~21.6x |
Source : ESDS DRHP dated March 30, 2025; ESDS FY25 Annual Report, audited by Shah Khandelwal Jain & Associates, Chartered Accountants (auditor's report dated August 13, 2025); ESDS Business Updates investor presentation, July 2026. FY26 figures are company-disclosed and unaudited. P/E and EV/EBITDA are Priveq desk calculations against a live desk price of Rs 515, not figures disclosed by ESDS.
The Desk View
Our live desk price for ESDS is Rs 515, as of today.
The DRHP on file is stale on its own, but the company is not flying blind, its FY25 audited numbers back up the investor presentation exactly, and the one number that looked like it might not hold up, the Sharon AI deal value, reconciles cleanly under real margin math. That combination is enough for us to treat FY26's disclosed figures as directionally trustworthy, not as a substitute for an actual audit, but as a reasonable basis for a multiple check given everything around it has verified so far. On that basis, Rs 515 looks reasonably supported: a EV/EBITDA in the low-to-mid twenties on current-year disclosed numbers is not an aggressive ask for a business growing revenue above 30% with margins still expanding and a large, de-risked GPU pipeline sitting outside these numbers entirely.
The one variable that would change our view, in either direction, is the RHP itself. If it lands with FY26 figures that materially diverge from what's been disclosed here, or with capacity and capex numbers for the AI infrastructure business that change the picture, we will revisit this note. Until then, Rs 515 holds.
FAQs
What is the ESDS unlisted share price today?
Our live desk price is Rs 515 as of today. This price moves with company disclosures, IPO timeline developments, and demand and supply on the unlisted market, so treat any number quoted elsewhere as unconfirmed until you check with the desk directly.
Is ESDS's DRHP outdated?
Its audited restated financials only run through a six-month stub ended September 30, 2024, and the document itself is dated March 30, 2025. In that narrow sense, yes. But ESDS's separately published FY25 annual report, audited and unqualified, brings the real financial picture forward by roughly a year, and its numbers match the company's own investor presentation exactly.
Are ESDS's FY26 numbers audited?
No. FY26 figures (year ended March 31, 2026) come from ESDS's July 2026 investor presentation and are company-disclosed, not yet audited or published as an annual report. We've labeled them as such throughout this note.
Is there a conflict between ESDS's $1.95 billion Sharon AI figure and Sharon AI's own $1.25 billion disclosure?
No. They are two sides of the same back-to-back arrangement, Sharon AI's wholesale revenue from ESDS versus ESDS's own marked-up revenue from its end-customer. The gap reconciles almost exactly against ESDS's stated 37% gross margin.
When will ESDS file its RHP?
Expected around month-end August or mid September 2026, per market reports, though we have not independently confirmed an exact date.
What We Can And Cannot Stand Behind
Primary-sourced and confirmed : DRHP filing date, issue structure, pre-issue share count, and the audited restated financial periods are drawn directly from ESDS's DRHP dated March 30, 2025. FY25 standalone and consolidated financials, the auditor's unqualified opinion, and the balance sheet figures used for net debt are drawn directly from ESDS's FY25 annual report, audited by Shah Khandelwal Jain & Associates. The Sharon AI wholesale contract value (~$1.26 billion) and the 8,192 GPU count, gross margin, and revenue projections are drawn directly from ESDS's own July 2026 investor presentation.
Derived, not disclosed : Market capitalisation, P/E and EV/EBITDA multiples, net debt, and the Rule of 40 calculation are our own math, built on disclosed figures and our live desk price, which moves. The reconciliation between ESDS's $1.95 billion revenue figure and Sharon AI's ~$1.25 to $1.26 billion cost figure is our calculation applying ESDS's own stated gross margin, not a figure either party has explicitly confirmed as the explanation.
Unconfirmed and flagged : The exact date SEBI issued its observation on ESDS's DRHP is sourced from secondary reporting only; the DRHP's own observation letter reference remains a blank placeholder, and we could not verify the date against SEBI's own processing-status records in a current enough version. Consolidated current borrowings at FY25-end were not independently confirmed in the annual report text we reviewed; we've assumed parity with the standalone figure since non-current borrowings matched exactly between the two, but this is an assumption, not a disclosed consolidated line item. The RHP filing date is market expectation, not a confirmed company statement.
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Disclaimer
This note is published for informational purposes only and does not constitute investment advice, a recommendation, or an offer or solicitation to buy or sell any security. Unlisted and pre-IPO shares carry risks that differ materially from listed securities, including limited liquidity, wide bid-ask spreads, valuation uncertainty, and regulatory and lock-in constraints that may change without notice. Figures cited as "desk price" reflect Priveq Investech Private Limited's own live quote at the time of publication and are subject to change; they should not be treated as an official or exchange-quoted price. Derived figures such as market capitalisation, P/E, EV/EBITDA, and Rule of 40 in this note are calculations based on stated assumptions and Priveq's own desk price, not figures disclosed by ESDS, and may differ from other market participants' calculations. FY26 figures referenced in this note are company-disclosed and unaudited as of publication; they may change materially once audited financials or an RHP are published. Priveq Investech Private Limited is a named counterparty on transactions in unlisted shares, including ESDS, and may hold, buy, or sell positions in the security discussed. Readers should independently verify all figures against primary sources and consult a qualified financial and legal advisor before making any investment decision. Past performance and past growth rates are not indicative of future results.