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eMudhra Ltd. के निदेशक की रिपोर्ट

Mar 31, 2025

Your directors take pleasure in presenting the 17th Annual Report on the business and operations of your Company ("the Company" or "eMudhra"), along with the audited financial statements for the year ended March 31, 2025. Unless expressly specified, all references in this report pertain to the consolidated performance of the Company.

1.	Results of our Operations:
		Standalone		Consolidated
	Particulars	FY 2025	FY 2024	FY 2025	FY 2024
	Income
	I Revenue from operations	2,029.60	1,832.59	5,193.85	3,731.19
	II Other income	91.45	79.51	84.51	69.21
	III Total Income (I II)	2,121.05	1,912.10	5,278.36	3,800.40
	IV Expenses Operating expenses	492.66	195.81	2,112.33	888.62
	Purchase of stock-in -trade	305.07	354.42	305.07	354.42
	Changes in inventories of stock in trade	15.37	-19.01	15.37	-19.01
	Employee benefits expense	578.38	574.40	929.64	812.88
	Finance costs	0.27	22.00	11.58	30.05
	Depreciation and amortisation expense	152.35	154.15	238.26	208.09
	Other expenses	306.50	343.85	592.13	598.73
	Total expenses (IV)	1,850.60	1,625.62	4,204.38	2,873.78
	V Profit/(Loss) before exceptional items and tax (III-IV)	270.45	286.48	1,073.98	926.62
	VI Exceptional items	-	-	-	-
	VII Profit/(Loss) before tax (V-VI) VIII Tax expense	270.45	286.48	1,073.98	926.62
	Current tax	35.72	38.32	154.10	121.27
	Deferred tax	48.08	41.94	47.54	41.83
	Total tax expenses	83.80	80.26	201.64	163.10
	IX Profit/(Loss) for the year (VII-VIII)	186.65	206.22	872.34	763.52
	X Other comprehensive income Items that will not be reclassified to profit or loss: Remeasurement (loss)/gain on defined benefit plan (net of tax)	-4.94	-0.66	-1.15	-1.33
	Income tax relating to items that will not be reclassified to profit and loss	1.24	0.17	-	0.26
	Equity instrustments through other comprehensive income (net of tax) Items that will be reclassified subsequently to profit or loss	-	-	-0.66	-
	Exchange differences on translation of foreign operations (net of tax)	-	-	-60.17	2.22
	Income tax on items that may be reclassified to profit or loss
	Other comprehensive income/(loss) for the year (net of tax)	-3.70	-0.49	-61.98	0.89
	XI Total comprehensive income/(loss) for the year (IX X)	182.95	205.73	810.36	764.41
	(comprising profit/(loss) and other comprehensive income for the year)
	Profit is attributable to
	Owners of eMudhra Limited			846.38	750.64
	Non-controlling interests			25.96	12.88
	Other comprehensive income attributable to Owners of eMudhra Limited			-61.98	0.89
	Non-controlling interests			-	-
	Total comprehensive income attributable to: Owners of eMudhra Limited			784.40	751.53
	Non-controlling interests			25.96	12.88
	XII Earnings per share (Nominal value of share INR 5/- each) Basic	2.25	2.61	10.41	9.74
	Diluted	2.25	2.61	10.22	9.50

2. Dividend

During the year, your directors propose to recommend a final equity dividend of 25% on the paid-up equity share capital.

The Dividend Distribution Policy, in terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), is available on the Company''s website at https://emudhra.com/Docs/DIVIDEND-DISTRIBUTION-POLICY.pdf. The Dividend distribution policy provides for declaration of dividend upto 35% of the annual standalone profits after tax of the Company and gives flexibility to the Board of Directors to declare more dividend having regard to several factors outlined in the policy. The dividend proposed amounts to Rs. 103.5 million which exceeds the amount envisaged in the policy based on the standalone profits of the company and works out to 55.5% of the standalone profit after tax. Considering the consolidated net profits of the company and its subsidiaries and considering the cash flow position of company and its subsidiaries the board is of the opinion that the proposed dividend is reasonable. The board also proposes to amend the dividend distribution policy so that a dividend of upto 25% of the annual consolidated profits after tax of the Company can be distributed.

3. Retained Earnings

The closing balance of the retained earnings of the Company for FY 2025, after all appropriations and adjustments, was INR 2,698.34 million and INR 861.47 million on a consolidated and standalone basis, respectively. The Company has not transferred any amount to any specific reserves during the fiscal.

4. Company''s Structure

The company has 8 subsidiaries as on March 31, 2025, out of which 2 are Indian subsidiaries and the rest are foreign subsidiaries (list of subsidiaries are provided in point no. 46 with description of activities performed by each). While all of the subsidiaries except PT eMudhra Technologies Indonesia are 100% subsidiaries, in PT eMudhra Technologies Indonesia, the Company owns 60% and the remaining 40% is held by outsiders who are local residents in Indonesia and /or who know the local business in Indonesia. The Company''s US subsidiary viz eMudhra Inc owns 51% interest in Ikon Tech Services LLC and 86.8% interest in Two95 International Inc USA and the results of Ikon Tech Services LLC and Two 95 International Inc USA are consolidated with eMudhra Inc. Sendrcrypt Technologies Inc which was acquired by eMudhra Inc has been amalgamated with eMudhra Inc. eMudhra Inc has also recently incorporated another subsidiary by name Certinext Inc in USA for carrying out certain businesses in USA. The Company''s Dubai subsidiary viz eMudhra DMCC owns 100% of eMudhra Kenya Limited.

In terms of Section 136 of the Companies Act, 2013, the company has not attached the financial statements of its subsidiary companies. The financial information about the foreign and Indian subsidiary companies has been duly audited by the respective qualified auditors wherever required. For consolidation under Ind AS, these have been audited by the company''s statutory auditors. The consolidated financial statements presented by the

company, which form part of this annual report, are also based on the financial statements of its subsidiary companies.

The financial statements of the subsidiaries are available on our website at www.emudhra.com. in accordance with Regulation 46 of the SEBI (LODR) Regulations, 2015.

5. Management Discussion and Analysis

Management Discussion and Analysis as required under Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations. 2015 ("Listing Regulations") is provided separately in the Report.

6. Transfer of Unpaid Dividend to Investor Education and Protection Fund

The Company has paid all the dividends declared by it to the beneficiaries within 30 days. However. there are a few unpaid dividends as on the balance sheet date. and the list of unpaid dividends has been uploaded on the Company''s website. Since the prescribed period has not yet lapsed in respect of these unpaid dividends. no amount has been transferred to the Investor Education and Protection Fund.

7. Review of Business operations including its subsidiaries

The consolidated financial statements of the Company represent the audited financials of eMudhra Limited along with its 100% subsidiaries: eMudhra Consumer Services Limited. India; eMudhra Technologies Limited. India; eMudhra (MU) Ltd. Mauritius; eMudhra DMCC. UAE; eMudhra PTE LTD. Singapore; eMudhra INC. USA; eMudhra B.V.. The Netherlands; eMudhra Kenya Limited. Kenya; and its 60% subsidiary. PT eMudhra Technologies Indonesia. Indonesia. The financials of Ikon Tech Services LLC and Two95 international Inc are consolidated with those of eMudhra Inc.. as eMudhra Inc. holds a 51% partnership interest in Ikon Tech Services LLC and 86.8% shareholding in Two95 International Inc. Sendrcrypt Technologies Inc which was acquired by eMudhra Inc has been amalgamated with eMudhra Inc. Certinext Inc did not start any operations as on March 31.2025.

During the year under review. there has been a considerable improvement in our operations and positioning.

Our Solutions:

Our enterprise solutions business saw considerable growth of 57.5% globally during the year 2024-25. The enterprise solutions business in India increased by 42.6%. Our products and solutions have international reach and very few competitors globally. Even those competitors focus on specific segments. and none of them have the one-stop shop positioning like eMudhra. This puts us in a unique position in global markets.

We have four major solutions as under:

1. emSigner paperless workflow solution

2. Secure Pass Identity and Authentication Management Solution

3. Certinext Certificate issuance and life cycle management

4. emSign Trust Services and PKI framework

Our solutions power mission critical applications around the world as under:

a) Integrated Identity and Access Management for a very large Life Insurance Company

b) Certificate Management platform adoption in USA by a large global gaming company

c) eSignature roll out for a very large Internet Service Provider in Philippines

d) Adoption of our TLS certificates by a large TLS reseller in Latin America

e) eSignature roll out for a large Customs Operator in Middle East

f) PKI roll out for a large Citizen service delivery platform in India

g) Certificate Lifecycle Management for critical IT infrastructure operator in Kenya

h) Managed Services deal in USA for Cloud Security division of a large ERP provider

i) Paperless transformation with eSign/eStamping in BFSI and Capital Markets

1. emSigner

emSigner paperless workflow solution is a platform of choice for enterprise-wide eSignature deployments in regulated industries. Regulated industries such as Banking rely on Identity backed digital signatures for paperless transformation.

A mid-sized financial services firm has around 300 processes that require signatures. With emSigner they can conveniently integrate all these processes into their workflow. Our emSigner is used in following use cases:

a) Onboarding:

Â¦ Account Opening

Â¦ Product Activation

Â¦ Re KYC

b) Digital Lending

Â¦ Home Mortgage Loan

Â¦ Personal Loan

Â¦ Auto Loan

c) Broking

Â¦ Account Opening

Â¦ Power of Attorney

Â¦ Trade Confirmations

d) eStamping

Â¦ Revenue Stamps

Â¦ Judicial Stamps

e) Procurement

Â¦ Vendor Agreements

Â¦ Purchase Orders

Â¦ Service Level Agreements

f) HR, Legal and Sales

Â¦ Employee Agreements

Â¦ NDAs

Â¦ Sales Contracts

emSigner is used wherever verified Identities and Qualified Electronic Signatures are required for legal non-repudiation with complex workflow routing. We offer emSigner On-prem or Private Cloud or Public Cloud Model with choice of different data residency and control. Our future road map for emSigner includes GenAI enabled signing workflows, document intelligence and risk assessment and Voice and Mobile authentication for signing on the go.

Market Drivers for our eSignature solution

The market drivers for our emSigner solution consist of Cost optimization, strong customer experience and efficiency, Digital ID implementations in Europe, emerging and frontier markets, need for on-prem/private cloud for data residency as per regulatory mandates, localization requirements such as eStamping etc.

2. Secure Pass

Attack surfaces and threat vectors are increasing at all layers such as user layer, authentication and access layer, infrastructure layer and data layer because of increased digitalization. At eMudhra, we unify user and device identitiesâbridging the gap between application access and data security. Further, Enterprises find it challenging to define and monitor what all applications and data a user can "access", how they "authenticate" and what "privileges" they have with that access. eMudhra''s secure pass (Identity and Authentication Management Solution) provide solution to this problem by combining customer IAM, workforce IAM and device IAM. Secure pass in conjunction with certinext powers zero trust at application and data layer. Adaptive authentication capabilities have also been provided in secure pass. We are further strengthening this product in the areas of converged identity, privileged access management and ability to provide access graphs.

3. Certinext (with emCA)

CertiNext Certificate Life Cycle Management has become a need of the hour for the large organizations for managing Certificate lifecycle of individual, website and device certificates. In the last year we have considerably strengthen this product with post quantum cryptography, Mobile PKI, Fully Homomorphic Encryption etc. The demand for our CertiNext product is more and more increasing because of the following:

a) Increasing cyberthreats, data breaches and cost to remediate

b) Compliance mandates, reduction of TLS certificate expiry to 47 days thereby forcing automation

c) Data Privacy mandates and penalties for violation

d) Quantum Computing genAI resulting in Identity Spoofing, potential ability to break current day encryption

4. emSign

Apart from the above products eMudhra is also offering PKI as a service and Private PKI under the brand emSign. Under this umbrella any organization can create Private PKI and issue digital certificates to its users or devices

5. GenerativeAl Capabilities

At eMudhra we make continued investments in genAI to drive significant value differentiation when positioning our products in global markets. We are focusing on Natural Language Instructions, Model Context Protocol, LLM Models etc. on eMudhra Application to power use cases such as

a) Document Summarization, Data Extractions and Risk Analytics on emSigner

b) Adaptive authentication, behavioral analytics on Securepass

c) Automatic remediation of certificate outages in Certinext

International Positioning:

We have been able to solidify our brand and involvement in the mid-large to large-cap sector globally. During 2024-25, with the acquisition of TWO95 International Inc we have been able to strengthen our presence in the North American market. Currently we have also recruited a senior person to drive our business in the European Region and we feel we will have a reasonable success in this endeavor. We have rolled out most variants of Managed PKI use cases across geographies to serve as a reference and knowledge base for further re-selling along similar models. In South America one of the country''s central bank has been our customer, which is leading to many other conversations in the region. On Trust Services we have aligned with one Trust Service Provider in Chile and one in Peru to set up issuing CA based on our emSign root CA and issue certificates locally. In Indonesia we have won our first large deal from a large public sector corporate for our emSigner with eStamping and mobile application. This has paved the way for many other conversations in the region. With all these, our international revenue increased by 57.5 % during 2024-25.

Certifications, Accreditations and Membership in International Bodies:

We have obtained a variety of accreditations, security and compliance certifications, which we maintain on an ongoing basis. For example, we have received WebTrust Accreditation to provide services as a public certifying authority globally and to list our digital signature certificate roots with renowned browsers. We have also received certifications of compliance with the standards prescribed under CMMI Level 5 - Software Development Lifecycle Maturity, ISO 27001:2013, ISO 27018:2014, ISO 9000:2015, ISO 20000-1:2018, SOC 2 Type 1, SOC 2 Type 2 - Cloud Information Security, ISO 22301:2019, and certification for EAL 4 Common Criteria by the Cyber Security Agency of Singapore.

Revenue Growth Enterprise Solution- India

The enterprise business division in the India region showed a good increase of 42.6% Enterprise Solution- Rest of the world

During 2024-25, the enterprise business division in the Rest of the World grew by 57.5% (including IKON, Two95) compared to the year 2023-24. The growth was driven by deeper penetration of our solutions in the Middle East, Africa, and the USA. The Company also secured some wins in the Asia-Pacific regions. With several marquee reference customers in global markets, the Company is well-positioned to capture the growth opportunities available for its solutions.

Trust Services

Revenue from T rust Services grew by 1.4% compared to the previous year (2023-24). The growth is muted as the income tax department removed the need for usage of digital signature in respect of tax audit cases other than that of Companies. Further, the competition increased due to licencing of several new certifying authorities.

8. General:Standalone:

The revenue from operations of the Company on a standalone basis for the year ended 31st March 2025 was Rs. 2,029.60 million, showing an overall increase of 10.8% as compared to the previous year''s revenue of Rs. 1,832.59 million. As indicated earlier, the Trust Services business and enterprise business grew by 1.4% and 42.6% respectively

The EBITDA decreased by 8.6% to Rs. 423.07 million during the reporting period from Rs. 462.63 million in the previous year. The reduction is attributable to revised CCA guidelines regarding billing to end customers. Consequently, our partners were unable to sell the inventory in their possession, necessitating a DSC stock repurchase totalling Rs. 87.5 million. EBITDA for the financial year is 19.9% of total revenue, as compared to 24.2% in the last financial year.

The profit before tax and appropriations for the year under review is Rs. 270.45 million, as compared to Rs. 286.48 million in the previous year, showing a decrease of 5.6%.

The profit after tax and before appropriations in the financial statements for the year is Rs. 186.65 million, as compared to Rs. 206.22 million in the previous financial year. Reduction in Profit Before Tax and Profit After Tax is due to the DSC stock repurchase indicated earlier.

The basic and diluted earnings per share on a standalone basis decreased to Rs. 2.25 per equity share (face value of Rs. 5 per share) from Rs. 2.61 per share, showing a decrease of 13.6%.

Consolidated:

The consolidated revenue of the Company for the reporting period was Rs. 5193.85 million, as compared to Rs. 3,731.19 million in FY 2025, showing a growth of 39.2% in consolidated revenue.

The consolidated EBITDA for the year under review is Rs 1323.83 million as compared to Rs 1164.76 million during the previous year showing a growth of 12.9% as compared to previous year.

The Profit before tax and before appropriations in the consolidated financial Statement for the year is Rs 1073.98 million as compared to a profit before tax of Rs 926.62 million during the previous financial year showing a growth of 15.9%.

The Profit after tax and before appropriations in the consolidated financial Statement for the year is Rs 872.34 million compared to a profit of Rs 763.52 million during the previous financial year showing a growth of 14.6%.

The basic earnings per share on a consolidated basis increased to Rs.10.41 per equity share with a face value of Rs.5 per share from Rs.9.74 per share in the last financial year.

Key Financial Ratios

In accordance with the SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018, the Company is required to give details of significant changes (change of 25% or more as compared to the immediate previous financial year) in key sector-specific financial ratios. The Company has identified the following ratios as key financial ratios; on a standalone.

The Return on Equity ratio and Return on Capital employed ratios are lower due to QIP made by the company in FY 2023-24, the benefits of which will accrue over future years.

9. Events occurring after Balance Sheet date

There are no significant events after the balance sheet date that are likely to affect the financial position or results of the Company in a significant way.

10. Material changes and commitment if any affecting the financial position of the company occurred between the end of the financial year to which these financial statements relate and the date of the report

There are no material changes and commitments affecting the financial position of the Company other than the matters disclosed under "Events Occurring After the Balance Sheet Date."

11. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

The provisions of Section 134(m) of the Companies Act, 2013, relating to conservation of energy and technology absorption do not apply to our Company.

The disclosure of foreign exchange earnings and outgo for eMudhra Limited, in terms of the provisions of Section 134(3)(m) read with Rule 8 of the Companies (Accounts) Rules, 2014, is given hereunder:

Foreign Exchange	2024-25	2023-24
Earnings	22.95	211.34
Outgo	8.09	9.69

12. Corporate Social Responsibility (CSR) initiatives

CSR initiatives and activities are aligned with the requirements of Section 135 of the Act. A brief outline of the CSR policy of the Company and the initiatives undertaken by the Company during the year are set out in Annexure A of this report, in the format prescribed under the Companies (Corporate Social Responsibility Policy) Rules, 2014.

The vision of our CSR initiatives is for eMudhra to be a socially and environmentally responsive organisation committed to improving the quality of life both within and outside the organisation. At eMudhra we are looking to integrate social and environmental concerns into our operations and interactions with stakeholders, where we go beyond profit-making to contribute positively to society and the environment. The CSR activities of eMudhra focuses on enhancing and building the skills including in the field of IT and look at unlocking the potential that is available with the people in our society. The Annual Report on our CSR activities is appended as Annexure A to the Board''s Report.

The Company''s CSR Policy is available on the Company''s website at www.emudhra.com.

13. Internal Financial Control Systems and their Adequacy

eMudhra has an effective Internal Financial Control System, wherein the policies and internal controls adopted assist in achieving management''s objective of the efficient conduct of business, which includes:

â¢ Adherence to policies

â¢ Safeguarding of assets

â¢ Prevention and detection of fraud and error

â¢ Accuracy and completeness of accounting records

â¢ Timely preparation of reliable financial information

The internal financial control system also comprises the following procedures:

â¢ Authorisation matrix for approval of expenses and revenue pricing

â¢ Internal check and control - finance approval for issuance of P.O., vendor invoice approval, online payment approval, etc.

â¢ Upgraded accounting package

â¢ Cost centre-wise data recording

â¢ Weekly reconciliation of bank accounts

â¢ Monthly closure of books of accounts

â¢ Yearly physical verification of assets

â¢ Ensuring statutory payments and returns are filed within the respective due dates

â¢ Policies and procedures for DSC issuance as per the approved CPS by CCA

â¢ ISO 9001 (QMS), ISO 27001 (ISMS), ISO 20000-1 (IT Services), ISO 27018 (protection of personal information in the cloud), GDPR, and CMMI Level 5

â¢ Several daily, weekly, and monthly reports for analysis

Reporting:

â¢ Daily sales and operating MIS

â¢ Weekly reporting of fund position

â¢ Monthly MIS report

â¢ Cost centre reporting - branch/vertical-wise

â¢ Other reports on a need basis

â¢ Daily collection report

â¢ Fortnightly receivables report

â¢ Several reports on DSC, retail business, and lead management for the enterprise division

Monitoring:

â¢ Online access to all operating bank accounts for continuous monitoring

â¢ Monthly financial review

â¢ Quarterly internal audit

â¢ Quarterly review of accounts by the statutory auditors

â¢ Yearly audit by statutory auditors

â¢ Monitoring of all statutory compliances

â¢ CCA internal audit and yearly CCA external audit

â¢ emSign internal audit and yearly external audit by M/s BDO Malaysia

â¢ ISO and other quality certification surveillance audits

These financial control systems are considered adequate for the size of the company and the nature of its business.

14. Particulars of loans, guarantees or investments

Loans, guarantees, and investments covered under Section 186 of the Companies Act, 2013 form part of the notes to the audited financial statements and are disclosed in Note No. 6 and Note No. 16 of the consolidated audited financial statements.

The Company has an outstanding investment of INR 2,056.26 million [2024: INR 1,159.79 million] in equity shares of various subsidiary/associate companies and also has a loan outstanding of INR Nil [2024: INR 2.81 million] from eMudhra Limited to the eMudhra Employees Stock Options T rust.

15. Board of Directors and Key Managerial Personnel

The composition of the Board of Directors ("Board") is in accordance with the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. As of March 31, 2025, the Board of Directors of your Company comprised six Directors, viz., two Executive Directors and four Independent Directors, including one woman Director. In accordance with the provisions of Section 152 of the Companies Act, 2013, Mr. Venu Madhava will retire by rotation at the ensuing AGM and, being eligible, offers himself for re-election. The Board has recommended his re-election. At the close of the working hours on March 31, 2025 one of the independent directors , vis Mr Manoj Kunkalienkar ceased to be a director on completion of 10 year term. The company appointed two independent directors Vis Mr Venkatadri Chandrashekar effective April 1, 2025 and Mr Shivanand Shettigar effective April 2, 2025 as independent directors.

As of March 31, 2025, the Company had designated the following as Key Managerial Personnel:

Sl. No.	Name	Designation
1.	Venkatraman Srinivasan	Executive Chairman
2.	Venu Madhava	Whole-Time Director
3.	Ritesh Raj Pariyani	Chief Financial Officer
4.	Johnson Xavier	Company Secretary

16. Committees of the Board

The details of the powers, functions, composition, and meetings of the Committees of the Board held during the year are given in the Report on Corporate Governance section forming part of the Annual Report.

17. Board Meetings

The Board of Directors of the Company met six times during the year under review. The details of these Board Meetings are provided in the Report on Corporate Governance section forming part of the Annual Report. The necessary quorum was present for all the meetings. The maximum interval between any two meetings did not exceed 120 days.

18. Board Evaluation

The Board of Directors has carried out an annual evaluation of its own performance, the performance of board committees, and individual directors pursuant to the provisions of the Companies Act and SEBI Listing Regulations. The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of criteria such as board composition and structure, effectiveness of board processes, information and functioning, etc. The performance of the committees was evaluated by the Board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc. The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India (SEBI) on January 5, 2017. In a separate meeting of Independent Directors, the performance of Non-Independent Directors, the Board as a whole, and the Chairman of the Company were evaluated, taking into account the views of Executive Directors and Non-Executive Directors.

The performance of individual directors, based on criteria such as the contribution of the individual director to the Board and committee meetings, preparedness on the issues to be discussed, meaningful and constructive contribution, and inputs in meetings, etc., was also carried out. At the Board meeting that followed the meeting of the Independent Directors and the meeting of the Nomination and Remuneration Committee, the performance of the Board, its committees, and individual directors was also discussed. Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

19. Policy on Directors'' Appointment and Remuneration and Other Details

The Company appoints directors based on need. They are selected based on merit, and their appointment, remuneration, and other eligibility parameters are vetted by the Nomination and Remuneration Committee. The Nomination and Remuneration Committee for the year 2024-25 consisted of Dr. N. L. Sarda, Chairman, Mr. Manoj Kunkalienkar, and Ms. Chandra Iyer.

The Company''s policy on the appointment of directors is available on the Company''s website at www.emudhra.com. The policy on remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the Corporate Governance Report, which is a part of this report and is also available on the Company''s website at www.emudhra.com.

20. Corporate Governance

Your Company has taken adequate steps to adhere to all the stipulations laid down in the Listing Regulations. A report on Corporate Governance is disclosed separately in the Annual Report

21. Internal complaints committee

The Company has constituted an Internal Complaints Committee (IC) to consider and resolve all sexual harassment complaints reported by women. The constitution of the IC is as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. There were no cases reported during the financial year 2024-25.

22. Declaration by independent directors

Pursuant to the provisions of Section 149 of the Companies Act, 2013 and Regulation 25(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Independent Directors of the Company have submitted their declarations that each of them meets the criteria of independence as provided in Section 149(6) of the Companies Act, 2013, along with the rules framed thereunder and Regulation 16(1 )(b) of the SEBI Listing Regulations. There has been no change in the circumstances affecting their status as Independent Directors of the Company. During the year under review, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission, and reimbursement of expenses, if any.

23. Annual Return

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, an extract of the annual return in the prescribed format is available on the Company''s website at www.emudhra.com.

24. Secretarial Standards

The Company complies with all applicable mandatory secretarial standards issued by the Institute of Company Secretaries of India.

25. Particulars of Employees

The information under Section 197 of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

I. The ratio of the remuneration of each Director to the median remuneration of the employees of the company for the financial year 2024-25:
	Ratio of Remuneration of	% Increase in
Name	each Director to median	remuneration in the
	remunerationof Employees	financial year
Non-executive Directors:
Manoj Kunkalienkar	2.45	-16.0%
N L Sarda	2.70	-15.4%%
Chandra Iyer	2.38	-18.8%
Chandrasekar Padmanabhan	2.54	--26.7%
Executive Directors:
V. Srinivasan, Executive Chairman and	-	-
Director*
Venu Madhava, Whole Time Director**	10.36	-0.6%

* Has not paid any remuneration from eMudhra Limited and subsidiary during the FY 2025.

** Does not take into account the value of stock option exercised by him during the year.

II. The percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year 2024-25:

	Remuneration for FY	% Increase in
Name	2024-25	remuneration in the
	(INR in Million)	financial year
Executive Directors:
V. Srinivasan Executive Chairman and Director	-	-
Venu Madhava Whole Time Director	6.33	9.8%
Chief Financial Officer:
Ritesh Raj Pariyani	3.73	-
Company Secretary:
Johnson Xavier	3.28	13.1%

a) The percentage increase in the median remuneration of the employees of the Company for the financial year 2024-25 was 10.4%

b) The number of permanent employees on the rolls of Company: There were 669 (Six Hundred and Sixty Nine) permanent employees on the rolls of eMudhra Limited as on March 31,2025. The total number of employees on eMudhra and group companies are 851 (Eight Hundred and Sixty-Two).

c) It is Affirmed that the remuneration is as per the nomination and remuneration policy of the Company, which is published in www.emudhra.com

26. Directors'' responsibility statement

Pursuant to Section 134(3)(c) of the Companies Act, 2013, the Directors to the best of their knowledge hereby state and confirm that:

a) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) the directors had prepared the annual accounts on a going concern basis;

e) they have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;

f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal, statutory and secretarial auditors and external consultants, including the audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by management and the relevant board committees, including the audit committee, the Board is of the opinion that the Company''s internal financial controls were adequate and effective during FY 2024-25.

27. Subsidiaries, joint ventures and associate companies

During this year, your company has made additional investment of INR 851.45 million by way of subscription to 7,155,150 equity shares of eMudhra INC, USA, a subsidiary company, at a face value of USD 1 per share.

The financial statements together with related information and other reports of the material subsidiaries are available on the website at www.emudhra.com.

Your Company''s policy on material subsidiary is also available on the website at www.emudhra.com.

28. Related Party Transactions

The Board of Directors has approved related party transactions, all of which are in the normal course of business and on an arm''s length basis. A summary of the related party transactions is also provided in Note No. 46 of the audited financial statements.

Since all related party transactions entered into by the Company were in the ordinary course of business and on an arm''s length basis and were not material, Form AOC-2 is not applicable to the Company.

29. Deposits from Public

The Company has neither accepted nor renewed any deposits during the year under review.

30. Auditors1. Statutory Auditor

M/s Suri and Co. were appointed by the shareholders at the Fourteenth AGM (AGM 2022) as Statutory Auditors of the Company for a first term of five consecutive years to hold office until the conclusion of the Nineteenth AGM (AGM 2027). The requirement for the annual ratification of the auditors'' appointment has been omitted pursuant to the Companies (Amendment) Act, 2017, notified on May 7, 2018. They are free from any disqualification specified in Section 141 of the Companies Act, 2013, and the rules made thereunder.

Statutory Auditor''s report:

The Statutory Auditor''s Report to the members for the year ended March 31,2025, does not contain any qualification, reservation, adverse remark, or disclaimer. Further, the auditors have not reported any matter under Section 143(12) of the Act, and therefore, no detail is required to be disclosed under Section 134(3)(ca) of the Companies Act, 2013.

Secretarial Auditor

The Board of Directors of the Company had appointed Mr. S. P. Nagarajan, Company Secretary in practice, as the Secretarial Auditor of the Company to conduct the secretarial audit for the financial year 2024-2025, and his report is appended as Annexure B. There were no qualifications, reservations, adverse remarks, or disclaimers made by Mr. S. P. Nagarajan in his secretarial audit report, except 1) in relation to the delay in seeking approval of the shareholders for the reappointment of Dr N L Sarda as a Non-Executive Independent Director in May/June 2023. The Board of Directors feels that based of then prevailing law and guidelines, there was no violation in this connection. 2) Under FEMA, where a penalty and compounding of small amounts were imposed by the RBI for delayed filing of forms relating to Stock options allotted to certain foreign employees and 3) One day delay in intimation to stock exchange about an investor meeting. In respect of 2 and 3, the Board and the Company has noted these provisions for future compliance.

Further, in terms of the SEBI (Listing Obligations & Disclosure Requirements) (Third Amendment) Regulations, 2024, the Board has recommended the appointment of Mr. S. P. Nagarajan, Practicing Company Secretary (CP No: 4738 and Peer Review Certificate No. I2002KR300400) as Secretarial Auditors of the Company to hold office for a term of five years from the conclusion of this AGM till the conclusion of 22nd AGM of the Company to be held in the financial year 2029-30. The appointment will be subject to shareholders'' approval at the ensuing AGM.

Internal Auditor

In the last year, we appointed CNGSN & Associates as Internal Auditors for FY 202425. We propose to continue with them as Internal Auditors for FY 2025-26.

31. Details in respect of frauds reported by auditor under section 143(12) of the Companies Act, 2013

During the year under review, there were no frauds reported by the auditors to the Audit Committee or the Board under Section 143(12) of the Companies Act, 2013.

32. Disclosure relating to maintenance of cost records

The Central Government has not prescribed the maintenance of cost records under Section 148 of the Companies Act, 2013, for any of the services rendered by the Company.

33. Audit Committee

The details pertaining to the composition of the Audit Committee are included in the Corporate Governance Report, which forms a part of this report.

34. Disclosure Requirements

As per SEBI Listing Regulations, the Corporate Governance Report with the Secretarial Auditors'' Certificate thereon, the Integrated Management Discussion and Analysis, and the Business Responsibility and Sustainability Report ("BRSR") form part of the Directors'' Report.

This would enable the members to have insight into the environmental, social, and governance initiatives of the Company. The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India, and such systems are adequate and operating effectively.

The Company has transitioned to material accounting information policies, in line with the recent update in Indian Accounting Standard I, replacing significant accounting policies with material accounting information policies.

35. Risk Management policy

Risk management and mitigation are overseen by the Board and Executive Management through appropriate delegation, reporting, and an authority structure. Risk management is also ensured by implementing various checks and balances across functions. It is integrated into management, Board, and annual reporting mechanisms. The Company has also constituted a Risk Management Committee of the Board.

As part of its risk management, the Company has implemented an internal audit mechanism commensurate with the size of the business and the nature of its operations. The scope of the internal audit includes the review of processes for

safeguarding the Company''s assets, operational efficiency, the effectiveness of systems and processes, and assessing the strength of internal controls in all areas. Internal auditors'' findings are discussed with process owners, and suitable corrective actions are taken to improve operational efficiency. Internal audit reports are also discussed in the Audit Committee and Board meetings.

The purpose of this policy is:

1. To ensure the protection of shareholder value through the establishment of an integrated Risk Management framework for identifying, assessing, mitigating, monitoring, evaluating, and reporting all risks.

2. To provide a clear and strong basis for informed decision-making at all levels of the organization.

3. To continually strive toward strengthening the "Risk Management & Compliance System" through continuous learning and improvement.

The risk management policy framework is covered in detail in the MD&A.

36. Credit ratings

The Company has engaged the credit rating agency ICRA Limited. During the year, based on a review of the latest developments, the Rating Committee of ICRA, after due consideration, reaffirmed the long-term rating at [ICRA]A- (pronounced ICRA A minus) and the short-term rating at [ICRA]A2 (pronounced ICRA A two plus). The outlook on the long-term rating was revised to "Positive" from "Stable." These ratings are valid until May 30, 2025.

37. Disclosure as required under rule 5 (2) and 5 (3) of the companies (appointment and remuneration of managerial personnel) rules, 2014.

a) During the financial year, the Company has not employed any person with aggregate remuneration of ?1,02,00,000 per annum if employed throughout the year, or ?8,50,000 per month if employed for part of the year.

38. Disclosure of composition of audit committee and providing vigil mechanism

During the year, the Audit Committee of the Board of Directors of the Company comprised three (3) members, namely Mr. Chandrasekar Padmanabhan (Chairman), Mr. V. Srinivasan, and Dr. N. L. Sarda.

The above composition of the Audit Committee includes two (2) Independent Directors, Dr. N. L. Sarda and Mr. Chandrasekar Padmanabhan, who form the majority.

The Board accepted the recommendations of the Audit Committee whenever made during the year. The Audit Committee met four (4) timesâon April 29, 2024; July 30, 2024; October 29, 2024; and January 28, 2025âduring the financial year under review and all members were present at the said meetings.

The Company has established a vigil mechanism to address any genuine concerns expressed by employees. Adequate safeguards are provided against the victimization of employees who express concerns. The Company also provides direct access to the Chairman for reporting issues concerning the interests of co-employees and the Company.

The Company has a Whistle Blower Policy and has established the necessary vigil mechanism for Directors and employees in conformance with Section 177(9) of the Act and Regulation 22 of the SEBI Listing Regulations to report concerns about unethical behaviour. This policy is available on the Company''s website at www.emudhra.com.

39. Transfer to reserves

During the year, no amount has been transferred to reserves.

40. Sharesa. Equity share capital

Your Company has not issued shares with differential voting rights, bonus shares, or sweat equity shares during the year under review.

b. Employee stock option plan

During the year under review, your Company granted 2,50,000 stock options under the eMudhra Employee''s Stock Option Plan 2016. Your Company facilitated the transfer of 4,72,775 equity shares of ?5.00 per share by the eMudhra Employees Stock Options Trust to employees who exercised their options under the said plan.

Pursuant to the requirements of the SEBI (Share Based Employee Benefits) Regulations, 2014, a certificate has been issued by the Secretarial Auditors of the Company confirming that the Plan has been implemented in accordance with the said Regulations and the resolution passed by the Company in the General Meeting.

The unissued closing balance at the year-end is 1,26,551 stock options of equity shares out of the 60,57,801 stock options on equity shares.

41. Business Responsibility and Sustainability Report

As a responsible corporate entity operating both in India and globally, eMudhra is guided by values that prioritize sustainable practices, environmentally conscious operations, and meaningful actions to foster employee engagement, diversity, inclusion, and a sense of belonging across the organization.

With our suite of digital trust solutions, we empower organizations worldwide to build secure, automated, and data-driven environments. Our offerings play a pivotal role in enabling digital transformation while enhancing corporate resilience across industries and geographies.

In an era where climate change and environmental sustainability are global priorities, eMudhra is committed to promoting paperless operations through our trust services and eSignature workflow solutions. By significantly reducing paper consumption, we help

organizations lower their carbon footprint, achieve better ESG compliance, and fulfil social responsibility goals.

Our solutions are built on a robust Public Key Infrastructure (PKI) framework, complemented by advanced authentication and digital signing technologies. This empowers businesses and governments to scale secure, compliant, and transparent digital processesâeliminating paper use and driving long-term sustainability.

As ESG continues to shape business strategies and investment decisions worldwide, digital transformation becomes essential. eMudhra supports this shift by offering platforms that reduce reliance on manual, paper-based workflows and enable scalable ESG-driven operations through innovative digital ecosystems.

We remain steadfast in integrating ESG principles into our operations, with a strong focus on ethical governance, environmental responsibility, and employee well-being. Our efforts in emissions management, workforce training, stakeholder engagement, and board governance reflect our ongoing commitment.

With no reported data breaches or stakeholder grievances, we uphold high ethical standards while continuously working to enhance areas such as renewable energy adoption and waste management practices. Through our ESG initiatives, we aim to generate long-term value for all stakeholders.

The Business Responsibility and Sustainability Report (BRSR), in the prescribed format, is annexed to this report.

Acknowledgements

The Board places on record its appreciation for the continued co-operation and support extended to the Company by its customers, vendors, investors, and business partners. The Company continues to make every effort to understand their unique needs and deliver maximum stakeholder satisfaction.

We place on record our appreciation of the contributions made by employees at all levels, whose hard work, co-operation, and support have helped us face all challenges and deliver results.

We acknowledge the support of our regulators, esteemed league of bankers, financial institutions, rating agencies, government agencies, auditors, legal and secretarial advisors, consultants, business associates, investment bankers, lawyers, registrars, public relations agency, and other stakeholders for their continued support.

Mar 31, 2024

The directors take pleasure in presenting the 16^th Annual Report on the business and operations of your company ("the company" or "eMudhra) along with the audited financial statements for the year ended March 31,2024. Unless it is expressly specified all references in this report pertains to consolidated performance of the Company.

1. Results of our Operations:

(All amounts are in INR million, unless otherwise specified)

	Standalone		Consolidated
	FY 2024	FY 2023	FY 2024	FY 2023
Revenue from operations	1,832.59	1,640.22	3,731.19	2,487.57
Other income, net	79.51	56.50	69.21	52.99
Total revenue	1,912.10	1,696.72	3,800.40	2,540.56
Expenses Operating expenses	195.81	187.75	888.62	300.55
Purchase of stock-in -trade	354.42	285.48	354.42	287.62
Changes in stock of finished goods	(19.01)	6.91	(19.01)	11.04
Employee benefit expenses	574.40	491.64	812.88	643.61
Finance costs	22.00	33.77	30.05	33.85
Depreciation and amortisation expense	154.15	123.36	208.09	158.45
Other expenses	343.85	298.04	598.73	371.65
Total expenses	1,625.62	1,426.95	2,873.78	1,806.79
Profit/(Loss) before exceptional items and tax	286.48	269.77	926.62	733.79
Exceptional items	-	-	-	-
Profit/(Loss) before tax Tax expense	286.48	269.77	926.62	733.79
Current tax	38.32	62.05	121.27	112.61
Deferred tax	41.94	7.98	41.83	9.20
Total tax expenses	80.26	70.03	163.10	121.81
Profit/(Loss) for the year Other comprehensive income	206.22	199.74	763.52	611.98
Items that will not be reclassified to profit or loss:	(0.49)	(4.00)	(1.33)	(4.64)
Exchange differences on translation of foreign operations (net of tax)	-	-	2.22	(43.96)
Other comprehensive income/(loss) for the year	(0.49)	(4.00)	0.89	(48.61)
Total comprehensive income for the year	205.73	195.74	764.41	563.37
Profit is attributable to
Owners of eMudhra Limited			750.64	616.77
Non-controlling interests Other comprehensive income attributable to			12.88	(4.79)
Owners of eMudhra Limited			0.89	(48.61)
Non-controlling interests			-	-
Total comprehensive income attributable to
Owners of eMudhra Limited			751.54	568.16
Non-controlling interests			12.88	(4.79)
Earnings per share (Nominal value of share INR 5/- each) Basic	2.61	2.60	9.74	8.35
Diluted	2.61	2.60	9.50	8.01

2. Dividend

During the year, your directors propose to recommend final equity dividend at 25% on the paid-up equity share capital.

3. Retained Earnings

The closing balance of the retained earnings of the Company for FY 2024, after all appropriations and adjustments was INR 1952.74 million and INR 777.93 million on consolidated and standalone basis respectively. The company has not transferred any amount to any specific reserves during the fiscal.

4. Company''s Structure

The company has 9 subsidiaries as on March 31, 2024, out of which 2 are Indian subsidiaries and the rest are foreign subsidiaries (list of subsidiaries are provided in point no. 27 with description of activities performed by each). While all the subsidiaries except PT eMudhra Technologies Indonesia are 100% subsidiaries, in PT eMudhra Technologies Indonesia, the Company owns 60% and the remaining 40% is held by outsiders who are local residents in Indonesia and/or who know the local business in Indonesia. The Company''s US subsidiary viz eMudhra Inc owns 51% interest in Ikon Tech Services LLC and the results of Ikon Tech Services LLC are consolidated with eMudhra Inc.

In terms of section 136 of the Companies Act, 2013, the company has not attached the financial statements of the subsidiary companies. The financial information about the foreign and Indian subsidiary companies have been duly audited by the respective qualified auditors wherever required. For consolidation under Ind AS these are audited by Company''s statutory auditors. The consolidated financial statements presented by the company, which form part of this annual report are also based on the financial statements of its subsidiary companies.

The financial statements of subsidiaries are available in our website in the link www.emudhra.com

5. Management Discussion and Analysis

Management Discussion and Analysis as required under Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") is provided separately in the Report.

6. Transfer of Unpaid Dividend to Investor Education and Protection Fund

The company has paid all the dividends declared by the company to the beneficiaries within 30 days and there are few unpaid dividends as on the balance sheet date and the list of unpaid dividends is uploaded on the website of the company. Since, the prescribed period is not over in respect of these unpaid dividend, no amount has been transferred to Investor Education and Protection Fund.

7. Review of Business operations including its subsidiaries

The consolidated financial statement of the company represents audited financials of eMudhra Limited with its 100% subsidiaries, eMudhra Consumer Services Limited, India, eMudhra Technologies Limited, India, eMudhra (MU) Ltd, Mauritius, eMudhra DMCC, UAE, eMudhra PTE LTD, Singapore, eMudhra INC, USA, eMudhra B.V, The Netherlands, eMudhra Kenya Limited, Kenya and 60% subsidiary - PT eMudhra Technologies Indonesia, Indonesia. The financials of Ikon Tech services LLC is consolidated with the financials of eMudhra Inc as eMudhra Inc holds 51% partnership interest in Ikon Tech Services LLC.

During the year under review there has been a considerable improvement in our operations and positioning.

Our Solutions:

Our enterprise solution business saw a considerable growth of 138.2% Globally during the year 2023-24. The enterprise solution business in India marginally declined by 14.3% due to our refocus into more of our own software rather than bundling with third party components and hardware. This refocus has been done to contain the receivables. During the year we further strengthened our "one stop shop" positioning on cyber security and paperless transformation by introducing new products viz Certinext and emSign Hub. Zero Trust or in other words never trust always verify has become the name of the game in view of the global increase in cyber frauds and crimes. The company has become one stop shop towards this Zero Trust by offering Trust Services (emSign Hub) as one of the layers and solution for secure online access (SecurePass), public key infrastructure (emCA), paperless workflow (emSigner) and certificate life cycle management (CertiNext). Our products and solutions have international reach and very few competitors globally. Even those competition are on one specific segment and none of the competitors have one stop shop positioning as eMudhra. This puts us in a unique positioning in the global markets.

Coming to SecurePass, the product (which was originally called emAS) has become a complete identity and access management suite with multi-factor authentication, single sign-on and mobile enabled covering data at rest and data in transit and IoT device security and is being used by several major banks.

Our PKI product emCA has been further strengthened to take care of Root PKI, enterprise PKI, managed PKI with ability to issue user certificates, device certificates and trusted SSL/TLS and other certificates. emCA is a one stop shop PKI solution encompassing certificate issuances, certificate management and other crypto operations such as signing, encryption and decryption. It is platform agnostic with multi environment and database support. It supports various protocols such as ACME, SCEP, CMP and EST. And it has capability to issue EMV and TLV type of certificates apart from x509 V3 to address certificate requirements in IoT and card

payment industries. This product is being used by certifying authorities, defence, banking, and telecom establishments globally.

Our paperless workflow product emSigner caters to digital signature workflow management, global digital signature, stamping support, server-side signing, remote signing, and client-side signing. This product has also been verticalized for banking industry, pharma industry and certain other industries so that the specific nuances of the industry are taken care of in the product. emSigner offers comprehensive product capability, features, and depth to eliminate paper using eSignatures across range of scenarios cutting across various sectors and segments of customers. It is not just a signing platform but can act as a source system to allow origination of any signed document into an enterprise. It has comprehensive audit trails, predefined connectors, and integration with host of third-party trust service providers. For Indian market it is specifically integrated with eSign and eStamping framework. It is being offered in on prem, private cloud and public cloud model. It is being listed in other marketplaces. emSigner is used as a paperless transformation tool in major banks, financial and other enterprises in India, UAE and other countries including USA. Several additional features have been built into emSigner last year.

Our certificate life cycle management product CertiNext caters to discovery and life cycle management, key/certificate management, auto provisioning of certificates and DevSecOps/container-based security. This product is being solutioned to offer a comprehensive discovery plus certificates plus PKI capability so that entire certificate life cycle with automatic provisioning can be taken care of. This product is a new product and has been selected by one of the large banks.

International Positioning:

As you are aware in 2022-23, we had established a good foothold in major markets in the Middle East and Africa. Fortunately, we have been able to solidify our brand and involvement in the mid-large to large-cap sector in the region. During 2023-24, with the acquisition of Ikon Tech Services LLC we have been able to strengthen our presence in the North American market. We are being treated as a vendor of choice by a major system integrator across Europe and imminently North America for PKI and emSigner. We have rolled out most variants of Managed PKI use cases across geographies to serve as a reference and knowledge base for further reselling along similar models. In South America one of the country''s central banks has been our customer, which is leading to many other conversations in the region. On Trust Services we have aligned with one Trust Service Provider in Chile and one in Peru to set up issuing CA based on our emSign root CA and issue certificates locally. In Indonesia we have won our first large deal from a large public sector corporate for our emSigner with eStamping and mobile application. This has paved the way for many other conversations in the region. With all these, our international revenue increased by 138.2 % during 2023-24.

Certifications, Accreditations and Membership in International Bodies:

We have obtained a variety of accreditations, security and compliance certifications which we maintain on an ongoing basis, for example, WebTrust Accreditation to provide services as a public certifying authority globally and list our digital signature certificate roots with renowned browsers. We have received certifications of compliance with the standards prescribed under CMMI Level 5 - Software Development Lifecycle Maturity, ISO 27001:2013, ISO 27018:2014,

ISO9000-2015, ISO20000-1:2018, SOC2 Type 2 - Cloud Information Security, ISO 22031:2019 and certification for EAL 4 Common Criteria by the Cyber Security Agency of Singapore.

Revenue GrowthEnterprise Solution- India

The enterprise business division of India region has shown a decline by 14.3 %, due to our refocus into more of our own software rather than bundling with third party components and hardware. This refocus has been done to contain the receivables.

Enterprise Solution- Rest of the world

During 2023-24, the enterprise business division of rest of the world region has grown by 138.2 % (Including IKON) as compared to year 2022-23. The growth was driven by deeper penetration for our solutions in the Middle East and Africa region and USA. The company also scored some wins in the Europe and Asia Pacific region. With several marquee reference customers in global markets, the company is in a good position to capture the growth opportunity available for its solutions.

Trust Services

The revenue from Trust Services has grown by 22.8% as compared to last year 2022-23 due to price correction in this year on the DSC segment with further contribution by eSign sales and SSL sales.

8. General:

Revenue from operation of the company on standalone basis for the year ended 31st March 2024 was Rs 1832.59 million showing an overall increase of 11.7% as compared to previous year revenue of Rs. 1640.22 million. As indicated earlier while the T rust services business has grown by 22.8%, the enterprise business in India declined by 14.3%.

The EBITDA has grown by 8.4% to Rs 462.63 Million during the reporting period from Rs. 426.89 million during the previous year. EBITDA for the financial year is 24.2 % of total revenue as compared to 25.2% in the last financial year.

The profit before tax and appropriations for the year under review is Rs. 286.48 million as compared to a profit of Rs. 269.77 million during the previous year showing an increase of 6.2%.

The Profit after tax and before appropriations in the financial Statement for the year is Rs. 206.22 million as compared to a profit of Rs. 199.74 million during the previous financial year.

The basic and diluted earnings per share on a standalone basis increased to Rs. 2.61 per equity share with a face value of Rs.5 per share from Rs. 2.60 per share, showing an increase of 0.5%.

The consolidated revenue of the company for the reporting period was Rs 3731.19 million as compared to Rs. 2487.57 million in FY 2023 showing growth of 50 % in consolidated revenue.

The consolidated EBITDA for the year under review is Rs 1164.76 million as compared to Rs. 926.09 during the previous year showing a growth of 25.8% as compared to previous year.

The Profit before tax and before appropriations in the consolidated financial Statement for the year is Rs 926.62 million as compared to a profit before tax of Rs. 733.79 million during the previous financial year showing a growth of 26.3%.

The Profit after tax and before appropriations in the consolidated financial Statement for the year is Rs 763.52 million compared to a profit of Rs. 611.98 million during the previous financial year showing a growth of 24.8%.

The basic earnings per share on a consolidated basis increased to Rs.9.74 per equity share with a face value of Rs.5 per share from Rs 8.35 per share in the last financial year.

Key Financial Ratios

The Return on Equity ratio and Return on Capital employed ratios are lower due to IPO and QIP made by the company in 2022-23 and 2023-24, the benefits of which will accrue over future years.

9. Events occurring after Balance Sheet date

There are no significant events after the balance sheet date which is likely to affect financial position/results of the Company in a significant way.

There are no material changes and commitments affecting the financial position of the company other than the matters disclosed under "events occurring after the balance sheet date".

11. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

The provisions of Section 134(m) of the Companies Act, 2013 relating to conservation of energy and technology absorption do not apply to our company.

The disclosure of foreign exchange earnings and outgo for eMudhra Limited, in terms of provisions of Section 134 (3)(m) read with Rule 8 of the Companies (Accounts) Rules,2014 are given hereunder:

Foreign Exchange	2023-2024	2022-2023
Earnings	211.34	47.76
Outgo	9.69	9.58

12. Corporate Social Responsibility (CSR) initiatives

CSR initiatives and activities are aligned to the requirements of Section 135 of the Act. The brief outline of the CSR policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure A of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014.

The vision of our CSR initiatives is for eMudhra to be a socially and environmentally responsive organisation committed to improve quality of life within and outside. We at eMudhra focus on imparting education for employment by enhancing the vocation skills especially women skilling and empowerment, skilling and empowerment of health workers, and socio-economic development through training and student empowerment programs relating to various areas including environment and sustainability. The Annual Report on our CSR activities is appended as Annexure A to the Board''s report.

The company''s CSR Policy is available on the Company''s website at www.emudhra.com

13. Internal Financial Control Systems and their Adequacy

eMudhra has an effective Internal Financial Control System where policies and internal controls adopted, assist in achieving management''s objective of efficient conduct of business -which includes:

â¢ Adherence to policies,

â¢ Safeguarding of assets,

â¢ Prevention and detection of fraud and error,

â¢ Accuracy and completeness of the accounting records, and

â¢ Timely preparation of reliable financial information

The internal financial control system also comprises of the below procedures:

â¢ Authorisation matrix for approval of expense and revenue Pricing

â¢ Internal Check and Control - Finance approval for issuance of P.O, Vendor Invoice approval, Online payment approval etc.

â¢ Upgraded Accounting Package

â¢ Cost centre wise data recording

â¢ Weekly reconciliation of bank accounts

â¢ Monthly closure of books of accounts

â¢ Yearly physical verification of assets

â¢ Ensuring statutory payments and returns are filled within respective due dates

â¢ Policies and procedures for DSC issuance as per approved CPS by CCA

â¢ ISO 9001 (QMS), ISO 27001 (ISMS) and ISO 20000-1 (IT Services), ISO27018 (Protection of personal information in cloud), GDPR and CMMI L5

â¢ Several daily, weekly, and monthly reports for analysis

Reporting:

â¢ Daily sales and operating MIS

â¢ Weekly reporting of fund position

â¢ Monthly MIS report

â¢ Cost centre reporting- branch/vertical wise

â¢ Other reports on need basis

â¢ Daily collection report

â¢ Fortnightly receivables report

â¢ Several reports on DSC, Retail business and lead management for enterprise division Monitoring:

â¢ Online Access of all operating bank accounts for continuous monitoring

â¢ Monthly financial review

â¢ Quarterly internal audit

â¢ Quarterly review of accounts by the statutory auditors

â¢ Yearly audit by statutory auditors

â¢ Monitoring of all statutory compliances

â¢ CCA internal audit and yearly CCA external audit

â¢ emSign internal audit and yearly external audit by M/s BDO Malaysia

â¢ ISO and other quality certification surveillance audits

These financial control systems are considered adequate for the size of the company and nature of its business

14. Particulars of loans, guarantees or investments

Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 form part of the Notes to the audited financial statements and the same is disclosed in note no. 6 and note no 16 of consolidated audited financial statements.

The company has an outstanding investment of Rs 1159.79 million [2023: 524.02 million] in equity shares of various subsidiary/associate companies and has a loan outstanding of INR 2.81 million [2023: INR 10.81 million] from eMudhra Limited to eMudhra employees Stock Stock Options Trust.

15. Board of Directors and Key Managerial Personnel

Composition of the Board of Directors ("Board") is in terms of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. As on March 31,2024, the Board of Directors of your Company comprised of six Directors, viz., two Executive Directors and four Independent Directors including one woman Director. In accordance with the provisions of Section 152 of the Companies Act, 2013, Mr. Venu Madhava will retire by rotation at the ensuing AGM and being eligible, offer himself for re-election. The Board has recommended his re-election.

As on March 31,2024, the Company had designated the following as Key Managerial Personnel:

Sl. No.	Name	Designation
1.	Venkatraman Srinivasan	Executive Chairman
2.	Venu Madhava	Whole-Time Director
3.	Ritesh Raj Pariyani	Chief Financial Officer
4.	Johnson Xavier	Company Secretary

*Mr. Saji K Louiz, Chief Financial Officer of the Company has resigned from the company due to personal reasons w.e.f. November 17, 2023, and subsequently Mr. Ritesh Raj Pariyani was appointed as Chief Financial Officer w.e.f. February 05, 2024.

16. Committees of the Board

17. Board Meetings

The Board of Directors of the Company met seven times during the year under review. The details of these Board Meetings are provided in the Report on Corporate Governance section forming part of the Annual Report. The necessary quorum was present for all the meetings. The maximum interval between any two meetings did not exceed 120 days.

18. Board Evaluation

The Board of Directors has carried out an annual evaluation of its own performance and performance of board committees, and individual directors pursuant to the provisions of the companies Act and SEBI Listing Regulations. The performance of the board was evaluated by the Board after seeking inputs from all the directors based on criteria such as the board composition and structure, effectiveness of board processes, information, and functioning, etc. The performance of the committees was evaluated by the Board after seeking inputs from the committee members based on criteria such as the composition of committees, effectiveness of committee meetings, etc. The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India (SEBI) on January 5, 2017. In a separate meeting of independent directors, performance of non-independent directors, the Board as a whole and Chairman of the Company were evaluated, considering the views of executive directors and non-executive directors.

Performance of individual directors based on criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. was also carried out. At the board meeting that followed the meeting of the independent directors and meeting of Nomination and Remuneration Committee, the performance of the Board, its committees, and individual directors were also discussed. Performance evaluation of independent directors was done by the entire Board, excluding the independent director being evaluated.

19. Policy on Directors'' Appointment and Remuneration and Other Details

The company appoints directors based on need. They are selected based on merit and their appointment, remuneration and other eligibility parameters are vetted by the Nomination and Remuneration Committee. The nomination and remuneration committee currently consists of Dr N. L. Sarda, chairman, Mr Manoj Kunkalienkar and Ms. Chandra Iyer.

The Company''s policy on appointment of directors is available on the Company''s website at www.emudhra.com. The policy on remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the Corporate Governance Report, which is a part of this report and is also available on the Company''s website at www.emudhra.com.

20. Corporate Governance

Your Company has taken adequate steps to adhere to all the stipulations laid down in the Listing Regulations. A report on Corporate Governance is disclosed separately in the Annual Report.

21. Internal complaints committee

The Company has constituted an Internal Complaints Committee (IC) to consider and resolve all sexual harassment complaints reported by women. The constitution of the IC is as per the Sexual Harassment of women at workplace (Prevention Prohibition and Redressal) Act, 2013. There were no cases reported during the financial year 2023-24.

22. Declaration by independent directors

Pursuant to the provisions of Section 149 of the Companies Act, 2013 and Regulation 25(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the independent directors of the company have submitted their declarations that each of them meets the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 along with Rules framed thereunder and Regulation 16(1 )(b) of the SEBI Listing Regulations. There has been no change in the circumstances affecting their status as independent directors of the Company. During the year under review, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission, and reimbursement of expenses, if any.

23. Annual Return

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, an extract of the annual return in prescribed format is available at the Company''s website www.emudhra.com.

24. Secretarial Standards

The Company complies with all applicable mandatory secretarial standards issued by the Institute of Companies Secretaries of India.

25. Particulars of Employees

The information under Section 197 of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

I. The ratio of the remuneration of each Director to the median remuneration of the employees of the company for the financial year 2023-24:

Name	Ratio of Remuneration ofeach D irector to median remuneration of Employees	% Increase in remuneration in thefinancial year
Non-executive Directors:
Manoj Kunkalienkar	2.92	-12.12%
N L Sarda	3.19	-11.21%
Chandra Iyer	2.92	-8.39%
Chandrasekar Padmanabhan	3.46	5.6%
Executive Directors:
V. Srinivasan, Executive Chairman and
Director**	-	-
Venu Madhava, Whole Time Director	10.42	0.5 %

** Has not been paid any remuneration or commission from eMudhra Limited and subsidiary during the FY2024.

II. The percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year 2023-24:

	Remuneration for		% Increase
Name	FY2023-24		in
	(INR in Million)		Remunerati
			onin FY
			2022-23
Executive Directors:
V. Srinivasan Executive Chairman and Director
Venu Madhava Whole Time Director		5.77		0.5 %
Chief Financial Officer: Saji Louiz*		4.32
Ritesh Raj Pariyani* Company Secretary:		2.05		-
Johnson Xavier		2.90		-8.1 %

*Mr. Saji K Louiz, Chief Financial Officer of the Company has resigned from the company

due to personal reasons w.e.f. November 17, 2023 and subsequently Mr. Ritesh Raj Pariyani

was appointed as Chief Financial Officer w.e.f. February 05, 2024.

a) The percentage increase in the median remuneration of the employees of the Company for the financial year 2023-24 was 17.5%

b) The number of permanent employees on the rolls of Company: There were 733 (Seven Hundred and Thirty Three) permanent employees on the rolls of eMudhra Limited as on March 31,2024. The total number of employees on eMudhra and group companies are 817 (Eight Hundred and Seventeen)

c) It is Affirmed that the remuneration is as per the nomination and remuneration policy of the Company, which is published in www.emudhra.com

26. Directors'' responsibility statement

Pursuant to Section 134(3)(c) of the Companies Act, 2013, the Directors to the best of their knowledge hereby state and confirm that:

a) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

d) the directors had prepared the annual accounts on a going concern basis;

e) they have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;

f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

27. Subsidiaries, joint ventures, and associate companies

During this year, your company has made additional investment of INR 453.92 million by way of subscription to 5,481,000 equity shares of eMudhra INC, USA, a subsidiary company, at a face value of USD 1 per share.

The financial statements together with related information and other reports of the material subsidiaries are available on the website at www.emudhra.com.

Your Company''s policy on material subsidiary is also available on the website at www.emudhra.com.

In accordance with Section 129 (3) of the Act, a separate statement containing salient features of the financial statement of the subsidiaries of the Company in Form AOC-1 is given in Annexure C.

SL.NO	SUBSIDIARY	COMPANY PROFILE
1	eMudhra Technologies Limited	â¢ The company is a WebTrust accredited global certifying authority and is also engaged in providing solutions and associated services around PKI technologies.
2	eMudhra Consumer Services Limited	â¢ The company is engaged in providing various software products, IT and IT enabled products, etc. The company''s product, emSigner, paperless office solution is attaining major traction across the globe.
3	eMudhra MU Limited	â¢ The company is a certifying authority in Mauritius and is engaged in providing digital signature and other allied services in and around PKI technologies.
4	eMudhra DMCC	â¢ The company is a marketing company for eMudhra products and allied services in Middle East Africa [MEA] region. During the year it has also built its own product.

5	eMudhra INC â¢ The company is a marketing company for eMudhra products and allied services in Americas region and is also developing technology services business in Americas region. eMudhra Inc owns 51% interest in Ikon Tech Services LLC engaged in Technology Services business. It has also built its own product.
6	eMudhra PTE Ltd â¢ The company is a marketing company for eMudhra products and allied services in Asia-Pacific [APAC] region.
7	eMudhra B.V â¢ The company is a marketing company for eMudhra products and allied services in Europe region
8	PT eMudhra Technologies â¢ The company is a marketing company for Indonesia eMudhra products and allied services in Indonesia.
9	eMudhra Kenya Limited â¢ The company is a marketing company for eMudhra products and allied services in Kenya and is also a certifying authority in Kenya.
10	eMudhra Employees Stock â¢ This trust is to manage the ESOP of employees. Option Trust

28. Related Party Transactions

The Board of directors have approved related party transactions, all of them are in the normal course of business and under arm''s length basis. The summary of related party transactions is also provided in Note no.46 of the standalone audited financial statements.

Since all related party transactions entered by the Company were in the ordinary course of business and were on an arm''s length basis and not material, Form AOC - 2 is not applicable to the Company.

29. Deposits from Public

The Company has neither accepted nor renewed any deposits during the year under review.

30. Auditors1. Statutory Auditor

M/s Suri and Co. were appointed by the shareholders at the Fourteenth AGM (AGM 2022), as Statutory Auditors of the Company for the first term of five consecutive years to hold office until the conclusion of the Nineteenth AGM (AGM 2027). The requirement for the annual ratification of auditors'' appointment has been omitted pursuant to Companies (Amendment) Act, 2017 notified on May 07, 2018, and that they are free from any disqualification specified in Section 141 of the Companies Act, 2013 and the rules made thereunder.

Statutory Auditor''s report:

The statutory auditor''s report to the members for the year ended March 31, 2024, does not contain any qualification, reservation, adverse remark or disclaimer. Further auditors have not reported any matter under Section 143 (12) of the Act and therefore no detail is required to be disclosed under Section 134(3)(ca) of the Companies Act, 2013.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. S P Nagarajan, Company Secretary in practice, to undertake the Secretarial Audit of the Company. The report on the Secretarial Audit carried out for the year 2023-24 is annexed herewith as ''Annexure -B''. The secretarial audit report does not contain any qualification, reservation, adverse remark, or disclaimer.

Internal Auditor

In the last year we had appointed CNGSN & Associates as internal auditors for FY 2023-24. We propose to continue with them as internal auditors for the FY 2024-25.

31. Details in respect of frauds reported by auditor under section 143(12) of the Companies Act, 2013

During the year under review, there were no frauds reported by the auditors to the Audit Committee or the Board under section 143(12) of the Companies Act, 2013.

32. Disclosure relating to maintenance of cost records

The Central Government has not prescribed the maintenance of cost records under Section 148 of the Companies Act, 2013 for any of the services rendered by the Company.

33. Audit Committee

The details pertaining to the composition of the Audit Committee are included in the Corporate Governance Report, which is a part of this report.

34. Disclosure Requirements

As per SEBI Listing Regulations, the Corporate Governance Report with the Secretarial Auditors'' Certificate thereon, and the integrated Management Discussion and Analysis, the Business Responsibility and Sustainability Report ("BRSR") form part of the Director''s Report.

This would enable the Members to have an insight into environmental, social and governance initiatives of the Company. The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

Company has moved to Material accounting information policies, in line with recent update in Indian Accounting standard 1 to replace significant accounting policies to material accounting information policies.

35. Risk Management policy

Risk Management and mitigation is taken care of by the Board and Executive Management by appropriate delegation, reporting and authority structure. Risk Management is also ensured by putting various checks and balances across various functions. It is integrated into management, Board, and annual reporting mechanism. The company has also constituted a risk management committee of the Board.

As part of Risk Management, the Company also has put in place an Internal Audit Mechanism commensurate with size of business and nature of its operations. Their scope of internal audit includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. Internal Auditors findings are discussed with the process owners and suitable corrective actions are taken to improve efficiency in operations. Internal audit reports are also discussed in the Audit Committee and Board meetings. The purpose of this policy is:

1. To ensure protection of shareholder value through the establishment of an integrated Risk Management framework for identifying, assessing, mitigating, monitoring, evaluating and reporting of all risks.

2. To provide clear and strong basis for informed decision making at all levels of the organization.

3. To continually strive towards strengthening the "Risk Management & Compliance System" through Continuous learning and improvement.

Risk management policy framework has been covered in detail in MD&A.

36. Credit ratings

The company has engaged the credit rating agency ICRA limited. During the year, based on a review of the latest developments, the Rating Committee of ICRA, after due consideration, has improved long-term rating at [ICRA] A- (pronounced ICRA A Minus) to the captioned Bank Facilities ("Rating") and short-term rating at [ICRA]A2 (pronounced ICRA A two). The Outlook on the long-term Rating is revised to Stable from Positive. These ratings are valid till June 18, 2024.

37. Disclosure as required under rule 5 (2) and 5 (3) of the companies (appointment and remuneration of managerial personnel) rules, 2014.

a) During the financial year, the Company has not employed any person with the aggregate remuneration for Rs. 1,02,00,000 / per annum if employed throughout the year or Rs. 8,50,000 per month if employed for part of the year.

38. Disclosure of composition of audit committee and providing vigil mechanism

During the year, the Audit Committee of the Board of Directors of the Company comprised of 3 (Three) Members namely Mr. Chandrasekar Padmanabhan, Chairman, Mr. V Srinivasan and Dr. N L Sarda.

The above composition of the Audit Committee consists of 2 (two) independent Directors, Dr. N L Sarda and Mr. Chandrasekar Padmanabhan, who form the majority.

The Board accepted the recommendations of the Audit Committee whenever made by the Committee during the year. The Audit Committee duly met Four times on April 28, 2023, July 28, 2023, November 08, 2023, and February 05, 2024, during the financial year under review and all the members were present in the said meeting.

The Company has established a vigil mechanism to oversee, the genuine concerns, if any expressed by the employees. The Company has also provided adequate safeguards against victimization of employees who express their concerns. The Company has also provided direct access to the chairman on reporting issues concerning the interests of co-employees and the Company.

The Company has a Whistle Blower Policy and has established the necessary vigil mechanism for directors and employees in conformation with Section 177(9) of the Act and Regulation 22 of SEBI Listing Regulations, to report concerns about unethical behaviour. This Policy is available on the Company''s website at www.emudhra.com.

39. Transfer to reserves

During the year, no amount has been transferred to reserves.

40. Sharesa. Equity share capital

During the year, your company allotted fresh share of 47,39,336 equity shares of INR 5.00 per share as qualified institutional placement of the Company. With the said allotment, the paid-up equity share capital has increased from Rs. 39,03,61,855.00 consisting of 7,80,72,371 Equity Shares to Rs. 41,40,58,535.00 consisting of 8,28,11,707 Equity Shares of INR 5.00 per share.

Your Company has not issued shares with differential voting rights, bonus and sweat equity shares during the year under review.

b. Employee stock option plan

During the year under review, your company has issued grant of 3,25,000 under eMudhra employee''s stock options plan. Your company has facilitated the transfer of 1,137,725 equity shares of INR 5.00 per share by eMudhra employees stock options trust to the employees who exercised their options under the said plan.

Pursuant to the requirements of the SEBI (Share Based Employee Benefits) Regulations, 2014, a certificate has been issued by the Secretarial Auditors of the Company confirming that the Plan has been implemented in accordance with the said Regulations and in accordance with the resolution passed by the Company in the General Meeting.

The unissued closing balance at the year-end is 302,176 stock options of equity share out of the 60,57,801 stock options on equity shares.

41. Business Responsibility and Sustainability Report

As a responsible corporate in India and abroad, our values at eMudhra mandate setting up sustainable processes to conduct environment friendly operations, mitigate climate change by cutting down on paper consumption and take all necessary actions and initiatives for better employee engagement, diversity, inclusion and belonging in the organization.

As organizations across the globe leverage products and services offered by eMudhra to build a business environment that is digitally secure, automated and data driven, we offer end-to- end digital trust to improve corporate resilience across industries and regions.

As we all know that climate change and other environmental concerns have become the central agenda of governments and global bodies, it is our vision at eMudhra to offer PAPERLESS solutions globally through the use of our trust services and eSignature workflow solution and reduce paper usage significantly. This will help organizations reduce carbon footprint and emissions on a global scale with better ESG compliance and social responsibility.

Our product suite revolves around securing the digital transformation initiatives with a foundational PKI layer, coupled with state-of-the art authentication engine and Digital signing solution to make business operations secure, agile, scalable and future ready. With a proven track record of enabling secure digital transformation for a number of organizations worldwide, eMudhra is well positioned to help governments and organizations ditch paper for good and adopt digital methods to carry out day-to-day operations at scale with a focus on ensuring compliance and transparency.

As ESG becomes a force that will affect all businesses and investments globally, it is paramount to digitally transform business operations and limit its infringement upon environment and climate to the bare minimum. eMudhra is a leading provider of digital platforms and solutions that not just help organizations mitigate dependence on paper and manual processes but help create a unified ecosystem for digital transformation to scale ESG goals with tailored digital solutions.

Business Responsibility and sustainability report in the prescribed format is annexed to this report.

Acknowledgements

The board places on record its appreciation for the continued co-operation and support extended to the company by its customers, vendors, investors, and business partners. The company continues to make all efforts in understanding their unique needs and deliver maximum stakeholder Satisfaction.

We place on record our appreciation of the contribution made by the employees at all levels, whose hard work, co-operation and support helped us face all challenges and deliver results.

We acknowledge the support of our vendors, the regulators, the esteemed league of bankers, financial institutions, rating agencies, government agencies, auditors, legal and secretarial advisors, consultants, business associates, investment bankers, lawyers, registrars, public relationship agency and other stakeholders for their continued support.

Mar 31, 2023

Your directors take pleasure in presenting the 15^th Annual Report on the business and operations of your company ("the company" or "eMudhra") along with the audited financial statements for the year ended March 31, 2023. Unless it is expressly specified, all references in this report pertains to consolidated performance of the Company.

1. Results of our Operations:

Financial Performance

(Extracts from statement of profit and loss)

(All amounts are in INR million, unless otherwise specified)
Particulars	Standalone		Consolidated
	FY 2023	FY 2022	FY 2023	FY 2022
Total Income	1,696.72	1,537.38	2,540.54	1,837.35
Profit before interest and depreciation/amortization	733.79	504.59	926.01	680.89
Profit before tax	269.77	390.47	733.79	504.58
Profit after tax	199.74	300.37	611.98	411.36
Total of other comprehensive income/(loss), net of tax	(4.00)	7.38	(48.61)	7.98
Total comprehensive income for the year attributable to owners of the company	195.74	307.75	563.38	419.35
Profit attributable to owners of the company	199.74	300.37	616.77	414.04
Non- controlling interests Earnings per share (EPS) [face value: INR 5.00 per share]:			(4.79)	(2.68)
Basic	2.60	4.28	8.35	5.86
Diluted	2.60	4.28	8.01	5.86

Financial Position (Extracts from statement of assets and liabilities) (All amounts are in INR million, unless otherwise specified)
Particulars	Standalone		Consolidated
	FY 2023	FY 2022	FY 2023	FY 2022
Non-current assets	2,232.71	1,568.01	2,116.28	1,682.74
Current assets	1,439.52	656.15	2,483.17	908.66
Total Assets	3,672.23	2,224.16	4,599.45	2,591.40
Non-current liabilities	103.28	342.50	115.28	349.35
Current liabilities Retained earnings:	371.52	610.83	560.03	701.03
Opening balance Add:	657.32	359.68	860.02	447.29
Profit for the year Other consolidation adjustments Less: Dividends [of which INR2.58 (2022: INR2.72) is preference	199.74	300.36	616.77	414.05 1.40
dividend] Transfer to capital redemption	102.00	2.72	94.83	2.72
reserve	86.00	-	86.00	-
Closing balance	669.06	657.31	1,295.96	860.02
Equity share capital	390.36	350.90	374.87	350.90
Other reserves and surplus	2,134.63	255.24	2,241.75	308.50
Other comprehensive income	3.38	7.38	3.38	8.64
Non-controlling interest	-	-	8.18	12.96
Total Equity	3,197.43	1,270.83	3,924.14	1,541.03
Total equity and liabilities	3,672.23	2,224.16	4,599.45	2,591.40

2. Dividend

During the year, your directors declared an interim dividend of 3% on Redeemable preference shares of INR 86 million for the period April 01, 2022, to December 15, 2022 amounting to Rs. 18.30 lakhs (date of redemption December 15, 2022). They propose to recommend the same as final preference dividend. They also propose to recommend final equity dividend at 25% on the paid-up equity share capital.

Though the standalone net profit has declined, as consolidated net profit has considerably increased, your directors have decided to maintain the equity dividend at 25% on the paid-up equity share capital though it may be somewhat in excess of the percentage given in the dividend distribution policy.

3. Retained Earnings

The closing balance of the retained earnings of the Company for FY 2023, after all appropriations and adjustments was INR 1,295.96 million and INR 669.06 million on consolidated and standalone basis

respectively. The company has not transferred any amount to any specific reserves during the fiscal other than capital redemption reserves.

4. Company''s Structure

The company has 8 subsidiaries as on March 31, 2023, out of which 2 are Indian subsidiaries and the rest are foreign subsidiaries (list of subsidiaries are provided in point no. 53 with description of activities performed by each). While all of the subsidiaries except PT eMudhra Technologies Indonesia are 100% subsidiaries, in PT eMudhra Technologies Indonesia, the Company owns 60% and the remaining 40% is held by outsiders who are local residents in Indonesia and/or who know the local business in Indonesia. We have also consolidated the employees stock option trust as per SEBI listing guidelines.

In terms of section 136 of the Companies Act, 2013 the company has not attached the financial statements of the subsidiary companies. The financial information about the foreign and Indian subsidiary companies have been duly audited by the respective qualified auditors wherever required. For consolidation under Ind AS these are audited by Company''s statutory auditors. The consolidated financial statements presented by the company, which form part of this annual report are also based on the financial statements of its subsidiary companies. Out of which the financial statements of material subsidiaries are available in our website in the link www.emudhra.com

5. Management Discussion and Analysis

6. Transfer of Unpaid Dividend to Investor Education and Protection Fund

7. Review of Business operations including its subsidiaries

The consolidated financial statement of the company represents audited financials of eMudhra Limited with its 100% subsidiaries, eMudhra Consumer Services Limited, India, eMudhra Technologies Limited, India, eMudhra (MU) Ltd, Mauritius, eMudhra DMCC, UAE, eMudhra PTE LTD, Singapore, eMudhra INC, USA, eMudhra B.V, The Netherlands and 60% subsidiary - PT eMudhra Technologies Indonesia, Indonesia. During the year under review there has been a considerable improvement in our operations and positioning.

Our Solutions:

Our enterprise solution business saw a considerable growth of about 25.9% in India and 141.4% globally during the year 2022-23. During the year we further strengthened our "one stop shop" positioning on cyber security and paperless transformation. Zero Trust or in other words never trust always verify has become the name of the game in view of the global increase in cyber frauds and crimes. The company has become one stop shop towards this Zero Trust by offering Trust Services (emSign) as one of the layers and solution for secure online access (emAS), public key infrastructure (emCA), paperless workflow (emSigner) and certificate life cycle management (emDiscovery). Our products and solutions have international reach and very few competitors globally. Even those competition are on one specific segment and none of the competitors have one stop shop positioning as eMudhra. This puts us in a unique positioning in the global markets.

Coming to emAS, the product has become a complete identity and access management suite with multifactor authentication, single sign on, mobile enabled, covering data at rest and data in transit and is being used by several major banks.

Our PKI product emCA has been considerably strengthened to take care of Root PKI, enterprise PKI and managed PKI with ability to issue user certificates, device certificates and trusted SSL/TLS and other certificates. emCA is a one stop shop PKI solution encompassing certificate issuances, certificate management and other crypto operations such as signing encryption and decryption. It is platform agnostic with multi environment and database support. It supports various protocols such as ACME, SCEP, CMP and EST. And it has the capability to issue EMV and TLV type of certificates apart from x509 V3 to address certificate requirements in IoT and card payment industries. This product is being used by certifying authorities, defense, banking and telecom establishments globally.

Our paperless workflow product emSigner caters to digital signature workflow management, global digital signature, stamping support, server-side signing, remote signing and client-side signing. This product has also been verticalized for banking industry, pharma industry and few other industries so that the specific nuances of the industry are taken care of in the product. emSigner offers comprehensive product capability, features and depth in eliminating paper using eSignatures across range of scenarios cuffing across various sectors and customer segments. It is not just a signing platform but can act as a source system to allow origination of any signed document into an enterprise. It has comprehensive audit trails, predefined connectors and integration with host of third-party trust service providers. For Indian market it is specifically integrated with eSign and eStamping framework. It is being offered in on-prem, private cloud and public cloud model. It is being listed in other market places. emSigner is used as a paperless transformation tool in major banks, financial and other enterprises in India, UAE and other countries including the USA.

Our certificate lifecycle management product emDiscovery caters to discovery and lifecycle management, key/certificate management, auto provisioning of certificates and DevSecOps/container-based security. This product is being solutioned to offer a comprehensive discovery plus certificates plus PKI capability so that the entire certificate life cycle with automatic provisioning can be taken care of. This is a new product and has been selected by one of the large banks.

International Positioning:

During the year we have established a foothold in most major markets in Middle East and Africa. Fortunately, we have been able to solidify our brand and involvement in the mid-large to large-cap sector in the region. We have now a good reference in North America where we have been able to replace a major North American product. We are being treated as a vendor of choice by a major system integrator across Europe and imminently North America for PKI and emSigner. We have rolled out most variants of Managed PKI use cases across geographies to serve as a reference and knowledge base for further re-selling along similar models. In South America, one of the country''s central banks has become our customer which is leading to many other conversations in the region. On Trust Services we have aligned with a Trust Service Provider in Chile and one in Peru to set up issuing CA based on our emSign root CA and issue certificates locally. In Indonesia we have won our first large deal from a large public sector corporate for our emSigner with eStamping and mobile application. This has paved the way for many other conversations in the region. With all these, our international revenue increased by 141.4% during 2022-23.

Certifications, Accreditations and Membership in International Bodies:

We have obtained a variety of accreditations, security and compliance certifications which we maintain on an ongoing basis. For example, WebTrust Accreditation to provide services as a public certifying authority globally and have listed our digital signature certificate roots with renowned browsers. We have received certifications of compliance with the standards prescribed under CMMI Level 5 - Software Development

Lifecycle Maturity, ISO 27001:2013, ISO 27018:2014, ISO9000-2015, ISO20000-1:2018, SOC2 Type 2 - Cloud Information Security, ISO 22031:2019 and certification for EAL 4 Common Criteria by the Cyber Security Agency of Singapore.

Revenue Growth Enterprise Solution- India

The enterprise business division of India region has shown a strong growth across Government, Enterprise and BFSI segment by achieving 25.9% growth on a consolidated basis. During the year 2022-23, we have won large orders in Government sector with some of them over and above INR 100.00 million. Banking and Enterprise segment also saw significant penetration with new and existing customer renewals for all our products.

Enterprise Solution- Rest of the world

During 2022-23, the enterprise business division of rest of the world region has grown by 141.4% as compared to year 2021-22. The growth was driven by deeper penetration for our solutions in the Middle East and Africa region and the USA. The company also scored good wins in the Europe and Asia Pacific region. With several marquee reference customers in global markets, the company is in a good position to capture the growth opportunity available for its solutions.

Trust Services

On a consolidated basis, the revenue from Trust Services was more or less flat as compared to the last year 2021-22. While the sales through channel partner network in India declined during the year due to pricing pressure, the decline was compensated by increase in retail sales, eSign sales and SSL sales.

8. General:

The revenue from operations of the company on standalone basis for the year ended 31st March 2023 was INR 1,640.22 million showing an overall increase of 7.2%, as compared to previous year revenue of INR 1,530.21 million.

The EBITDA on standalone basis has declined by 22.1% from INR 548.09 million to INR 426.90 million during the reporting period. EBITDA for the financial year is 25.2% of total income as compared to 35.7% in the last financial year.

The profit before tax and appropriations, PBT, for the year under review is INR 269.78 million as compared to INR 390.46 million during the previous year showing a decrease of 30.9%. The PBT margin for the year under review is 15.9% as compared to 25.4% in the previous financial year.

The Profit after tax and before appropriations, PAT, in the financial Statement for the year is INR 199.74 million compared to a profit of INR 300.36 million during the previous financial year showing a decrease of 33.5%. The PAT margin for the year under review is 11.8% as compared to 19.5% in the previous financial year.

The basic and diluted earnings per share on a standalone basis decreased from Rs.4.28 per equity share with a face value of Rs.5 per share to Rs.2.60 per equity share, showing a decrease of 39.4%.

Intellectual property of emSigner and emSign are owned by two of the Indian subsidiaries and certain other intellectual properties are also owned by some of the foreign subsidiaries. In view of this, the revenue from

operation on standalone basis are not showing the full solution revenue. Further, overall brand building and certain related expenditures are incurred in India affecting the profitability on standalone basis.

The consolidated revenue from operations of the company for the reporting period was INR 2,487.57 million as against INR 1,826.37 million in FY 2022 showing growth of 36.2%.

The consolidated EBITDA for the year under review is INR 926.01 million as compared to INR 680.89 million during the previous year showing a growth of 36.0%. The EBITDA margin for the year stood at 36.4% as against 37.1% in the previous financial year

The Profit before tax and before appropriations in the consolidated financial Statement for the year is INR733.79 million as compared to a profit of INR 504.59 million during the previous financial year showing a growth of 45.4%. The PBT margin for the year under review is 28.9% as against 27.5% in the previous year.

The Profit after tax and before appropriations, PAT in the consolidated financial Statement for the year is INR 611.98 million as against INR 411.37 million during the previous financial year showing a growth of 48.8%. The PAT margin for the year under review stood at 24.1% as against 22.4% in the previous year.

The basic and diluted earnings per share on a consolidated basis increased to INR 8.35 and INR 8.01 respectively per equity share with a face value of Rs.5 per share from Rs. 5.86 per equity share in the last financial year.

Key Financial Ratios

In accordance with the SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018, the Company is required to give details of significant changes (change of 25% or more as compared to the immediate previous financial year) in key sector-specific financial ratios. The key financial ratios (as identified by the Company) on standalone basis for the year ended March 3 1, 2023 is given below:

9. Events occurring after Balance Sheet date

There are no significant events after the balance sheet date which is likely to affect financial posifi''on/results of the Company in a significant way.

There are no material changes and commitments affecting the financial position of the company other than the matters disclosed under "events occurring after the balance sheet date"

11. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

The provisions of Section 134(m) of the Companies Act, 2013 relating to conservation of energy and technology absorption do not apply to our company.

The disclosure of foreign exchange earnings and outgo for eMudhra Limited, in terms of provisions of Section 134 (3)(m) read with Rule 8 of the Companies (Accounts) Rules, 2014 are given hereunder:

Foreign Exchange	2023	21-2022
Earnings	47.76	64.01
Outgo	9.58	4.93

12.Corporate Social Responsibility (CSR) initiatives

The vision of our CSR initiatives is for eMudhra to be a socially and environmentally responsive organization committed to improve quality of life within and outside. We at eMudhra focus on imparting education for employment by enhancing the vocation skills, especially women skilling and empowerment, skilling and empowerment of health workers, skilling of rural artisans and socio-economic development through training and student empowerment programs. The Annual Report on our CSR activities is appended as Annexure A to the Board''s report.

This Policy is available on the Company''s website at www.emudhra.com

13.Internal Financial Control Systems and their Adequacy

eMudhra has an effective Internal Financial Control System where policies and internal controls adopted, assist in achieving management''s objective of efficient conduct of business - which includes:

â¢ Adherence to policies,

â¢ Safeguarding of assets,

â¢ Prevention and detection of fraud and error,

â¢ Accuracy and completeness of the accounting records, and

â¢ Timely preparation of reliable financial information

The internal financial control system also comprises of the below procedures:

â¢ Authorization matrix for approval of expense and revenue Pricing

â¢ Internal Check and Control - Finance approval for issuance of P.O, Vendor Invoice approval, Online payment approval, etc.

â¢ Upgraded Account ng Package

â¢ Cost centre wise data recording

â¢ Weekly reconciliat on of bank accounts

â¢ Monthly closure of books of accounts

â¢ Yearly physical verificat on of assets

â¢ Ensuring statutory payments and returns are filed within respect ve due dates

â¢ Policies and procedures for DSC issuance as per approved CPS by CCA

â¢ ISO 9001 (QMS), ISO 27001 (ISMS) and ISO 20000-1 (IT Services), ISO27018 (Protecton of personal informat on in cloud), GDPR and CMMI L5

â¢ Several daily, weekly and monthly reports for analysis

Reporting:

â¢ Daily sales and operatng MIS

â¢ Weekly reporting of fund positon

â¢ Monthly MIS report

â¢ Cost centre reportng - branch/vert cal wise

â¢ Other reports on need basis

â¢ Daily collecton report

â¢ Fortnightly receivables report

â¢ Several reports on DSC, Retail business and lead management for enterprise division

Monitoring:

â¢ Online Access of all operatng bank accounts for contnuous monitoring

â¢ Monthly financial review

â¢ Quarterly internal audit

â¢ Quarterly review of accounts by the statutory auditors

â¢ Yearly audit by statutory auditors

â¢ Monitoring of all statutory compliances

â¢ CCA internal audit and yearly CCA external audit

â¢ emSign internal audit and yearly external audit by M/s BDO Malaysia

â¢ ISO and other quality certficaton surveillance audits

These financial control systems are considered adequate for the size of the company and nature of its business

14.Particulars of loans, guarantees or investments

Loans, guarantees and investments covered under Secton 186 of the Companies Act, 2013 form part of the Notes to the audited standalone financial statements and the same is disclosed in note no. 6 and note no. 14 of the consolidated audited financial statements.

The company has an outstanding investment of INR 524.02 million [2022:224.99 million] in equity shares of various subsidiary companies and also has a loan outstanding of INR 10.81 million [2022:30.17 million] from eMudhra employees Stock Optons Trust.

15.Board of Directors and Key Managerial Personnel

Composition of the Board of Directors ("Board") is in terms of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. As on March 31, 2023, the Board of Directors of your Company comprised of six Directors, viz., two Executive Directors and four Independent Directors including one woman Director. In accordance with the provisions of Section 152 of the Companies Act, 2013, Mr. Venu Madhava will retire by rotation at the ensuing AGM and being eligible, offer himself for re-election. The Board has recommended his re-election.

As on March 31, 2023, the Company had designated the following as Key Managerial Personnel:

Sl. No.	Name	Designation
1.	Venkatraman Srinivasan	Executive Chairman
2.	Venu Madhava	Whole-Time Director
3.	Saji K Louiz	Chief Financial Officer
4.	Johnson Xavier	Company Secretary & Compliance Officer
5.	Kaushik Srinivasan*	Senior vice president & head - Product and delivery
6.	Arvind Srinivasan*	Senior vice president & Head -International Business
7.	Ashwin Jansale**	Senior vice president & head - channel sales
8.	Biju Varghese	Senior vice president & sales head - India and APAC
9.	Janarthanan S	Senior vice president & head - customer success
10.	Vijay Kumar	Senior vice president & chief technology officer
11.	Kiran A M	Vice president & head - customer operations

* As on March 31, 2023, employed in eMudhra DMCC, Dubai. They are related to Mr. V Srinivasan, Executive Chairman and are employed in the normal course of business on an arm''s length basis.

** Retired from the company with effect from April 15, 2023

16. Committees of the Board

The details of the powers, functions, composition and meetings of the Committees of the Board held during the year are given in the Report on Corporate Governance section forming part of the Annual Report.

17. Board Meetings

The Board of Directors of the Company met ten times during the year under review. The details of these Board Meetings are provided in the Report on Corporate Governance section forming part of the Annual Report. The necessary quorum was present for all the meetings. The maximum interval between any two meetings did not exceed 120 days.

18. Board Evaluation

the board was evaluated by the Board after seeking inputs from all the directors on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc. The performance of the committees was evaluated by the Board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc. The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India (SEBI) on January 5, 2017. In a separate meeting of independent directors, performance of non-independent directors, the Board as a whole and Chairman of the Company were evaluated, taking into account the views of executive directors and non-executive directors.

Performance of individual directors on the basis of criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. was also carried out. At the board meeting that followed the meeting of the independent directors and meeting of Nomination and Remuneration Committee, the performance of the Board, its committees, and individual directors were also discussed. Performance evaluation of independent directors was done by the entire Board, excluding the independent director being evaluated.

19. Policy on Directors'' Appointment and Remuneration and Other Details

20. Corporate Governance

Your Company has taken adequate steps to adhere to all the stipulations laid down in the Listing Regulations. A report on Corporate Governance is disclosed separately in the Annual Report.

21. Internal complaints committee

The Company has constituted an Internal Complaints Committee (IC) to consider and resolve all sexual harassment complaints reported by women. The constitution of the IC is as per the Sexual Harassment of women at workplace (Prevention Prohibition and Redressal) Act, 2013. There were no cases reported during the financial year 2022-23

22. Declaration by independent directors

Pursuant to the provisions of Section 149 of the Companies Act, 2013 and Regulation 25(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the independent directors of the company have submitted their declarations that each of them meets the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 along with Rules framed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations. There has been no change in the circumstances affecting their status as independent directors of the Company. During the year under review, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees,

, reimbursement of expenses, if any. commission and

23. Annual Return

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, an extract of the annual return in prescribed format is available at the Company''s website www.emudhra.com.

24. Secretarial Standards

The Company complies with all applicable mandatory secretarial standards issued by the Institute of Companies Secretaries of India.

25. Particulars of Employees

The information under Section 197 of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

I. The ratio of the remuneration of each Director to the median remuneration of the employees of the company for the financial year 2022-23:

Name	Ratio of Remuneration of each Director to median remuneration of Employees	% Increase in remuneration in the financial year
Non-executive Directors:
Manoj Kunkalienkar	3.90	4.8%
N LSarda	4.22	13.4%
Chandra Iyer*	3.74	370.90%
Chandrasekar Padmanabhan*	3.85	626.4%
Executive Directors:
V. Srinivasan, Executive Chairman and
Director**	11.13	-
Venu Madhava, Whole Time Director	12.17	22.6%

Appointed as non-executive directors during FY 2022 (Chandra Iyer on August 13,2021 and Chandrasekar Padmanabhan on November 03,2011)

** Has not paid any remuneration or commission from eMudhra Limited during the FY2023. However, he is entitled to rent free accommodation at Bangalore by eMudhra Limited. Further he has drawn a yearly remuneration of AED 240,000 (INR 5.25 million) from eMudhra DMCC.

II. The percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year 2022-23:

Name	Remuneration for FY 2022-23 (INR in Million)	% Increase in Remuneration in FY 2022-23
Executive Directors: V. Srinivasan Executive Chairman and Director	5.25
Venu Madhava Whole Time Director	5.74	22.6%
Chief Financial Officer: Saji K Louiz	5.91	45.2%
Company Secretary: Johnson Xavier	3.15	66.5%

a. The percentage increase in the median remuneration of the employees of the Company for the financial year 2022-23 was 21.5%

b. The number of permanent employees on the rolls of Company:

There were 707 (Seven Hundred and Seven) permanent employees on the rolls of eMudhra Limited as on March 31,2023. The total number of employees on eMudhra and group companies are 763 (Seven Hundred and Sixty Three)

c. It is Affirmed that the remuneration is as per the nomination and remuneration policy of the Company, which is published in www.emudhra.com

26.Directors'' responsibility statement

Pursuant to Section 134(3)(c) of the Companies Act, 2013, the Directors to the best of their knowledge hereby state and confirm that:

a) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

d) the directors had prepared the annual accounts on a going concern basis;

e) they have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;

f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

27.Subsidiaries, joint ventures and associate companies

During this year, your company has made additional investment of INR 295.48 million by way of subscription to 3,620,000 equity shares of eMudhra INC, USA, a subsidiary company, at a face value of USD 1 per share.

The financial statements together with related information and other reports of the material subsidiaries are available on the website at www.emudhra.com

Your Company''s policy on material subsidiary is also available on the website at www.emudhra.com

In accordance with Section 129 (3) of the Act, a separate statement containing salient features of the financial statement of the subsidiaries of the Company in Form AOC-1 is given in Annexure C.

Sl.no	SUBSIDIARY	Company profile
1	eMudhra Technologies Limited	â¢ The company is a WebTrust accredited global certifying authority and is also engaged in providing solutions and associated services around PKI technologies.
2	eMudhra Consumer Services Limited	â¢ The company is engaged in providing various software products, IT and IT enabled products, etc. The company''s product, emSigner, paperless office solution is attaining major traction across the globe.
3	eMudhra MU Limited	â¢ The company is a certifying authority in Mauritius and is engaged in providing digital signature and other allied services in and around PKI technologies.
4	eMudhra DMCC	â¢ The company is a marketing company for eMudhra products and their own products and allied services in Middle East Africa [MEA] region. During the year it has also built its own product.
5	eMudhra INC	â¢ The company is a marketing company for eMudhra products and their own products and allied services in Americas region and is also developing technology services business in Americas region.
6	eMudhra PTE Ltd	â¢ The company is a marketing company for eMudhra products and allied services in Asia -Pacific [APAC] region.
7	eMudhra B. V	â¢ The company is a marketing company for eMudhra products and allied services in Europe region
8	PT eMudhra Technologies Indonesia	â¢ The company is a marketing company for eMudhra products and allied services in Indonesia.
9	eMudhra Employees Stock Option Trust	â¢ This trust is to manage the ESOP of employees

28. Related Party Transactions

The Board of directors have approved related party transactions, all of them are in the normal course of business and on an arm''s length basis. The summary of related party transactions is also provided in Note no.53 of the audited financial statements.

Since all related party transactions entered into by the Company were in the ordinary course of business and were on an arm''s length basis, Form AOC-2 is not applicable to the Company.

29. Deposits from Public

The Company has neither accepted nor renewed any deposits during the year under review.

30. Auditors1. Statutory Auditor

M/s Suri and Co, (ICAI registration number 004283S) were appointed by the shareholders at the Fourteenth AGM (AGM 2022), as Statutory Auditors of the Company for the first term of five consecutive years to hold office until the conclusion of the Nineteenth AGM (AGM 2027). The requirement for the annual ratification of auditors'' appointment has been omitted pursuant to Companies (Amendment) Act, 2017 notified on May 07, 2018 and that they are free from any disqualification specified in Section 141 of the Companies Act, 2013 and the rules made thereunder.

Statutory Auditor''s report:

The statutory auditor''s report to the members for the year ended March 31, 2023 does not contain any qualification, reservation, adverse remark or disclaimer. Further auditors have not reported any matter under Section 143 (12) of the Act and therefore no detail is required to be disclosed under Section 134(3) (ca) of the Companies Act,2013.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. S P Nagarajan, Company Secretary in practice, to undertake the Secretarial Audit of the Company. The report on the Secretarial Audit carried out for the year 2022-23 is annexed herewith as ''Annexure -B''. The secretarial audit report does not contain any qualification, reservation, adverse remark or disclaimer.

Internal Auditor

In the last year we had appointed M/s Manohar Chowdhry and Associates ("MCA") as internal auditors for FY 2022-23. The audit team in MCA who have been involved in our audit has joined CNGSN & Associates LLP, Chartered Accountants and now the said team forms the Bangalore office of CNGSN & Associates LLP. Since the team has been associated with us and are familiar with the business process and environment in which we operate, we have appointed CNGSN & Associates LLP Chartered Accountants as internal auditor for the year ending March 31, 2024.

31. Details in respect of frauds reported by auditor under section 143(12) of the Companies Act, 2013

During the year under review, there were no frauds reported by the auditors to the Audit Committee or the Board under section 143(12) of the Companies Act, 2013.

32. Disclosure relating to maintenance of cost records

The Central Government has not prescribed the maintenance of cost records under Section 148 of the Companies Act, 2013 for any of the services rendered by the Company.

33. Audit Committee

The details pertaining to the composition of the Audit Committee are included in the Corporate Governance Report, which is a part of this report.

34. Disclosure Requirements

35. Risk Management policy

Risk Management and mitigation is taken care of by the Board and Executive Management by appropriate delegation, reporting and authority structure. Risk Management is also ensured by puffing various checks and balances across various functions. It is integrated into management, Board and annual reporting mechanism. The company has also constituted a risk management committee of the Board.

As part of Risk Management, the Company has also put in place an Internal Audit Mechanism commensurate with size of business and nature of its operations. Their scope of internal audit includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effec tiveness of systems and processes, and assessing the internal control strengths in all areas. Internal Auditors findings are discussed with the process owners and suitable corrective actions are taken to improve efficiency in operations. Internal audit reports are also discussed in the Audit Committee and Board meetings. The purpose of this policy is:

2. To provide clear and strong basis for informed decision making at all levels of the organization.

3. To continually strive towards strengthening the "Risk Management & Compliance System" through Continuous learning and improvement.

Risk management policy framework has been covered in detail in MD&A.

36. Credit ratings

The company has engaged the credit rating agency ICRA limited. During the year, based on a review of the latest developments, the Rating Committee of ICRA, after due consideration, has reaffirmed long-term rating at [ICRA] BBB (pronounced ICRA Triple B plus) to the captioned Bank Facilities ("Rating") and short-term rating at [ICRA]A2 (pronounced ICRA A two). The Outlook on the long-term Rating is revised to Positive from Stable. These ratings are valid till September 28, 2023.

37. Disclosure as required under rule 5 (2) and 5 (3) of the companies (appointment and remuneration of managerial personnel) rules, 2014.

b) During the financial year, the company has not employed anyone, who was in receipt of remuneration (Refer note 61 in the standalone audited financials) in that year which, in the aggregate, or as the case may be, at a rate which, in the aggregate, is in excess of that drawn by the managing director or whole-time director or manager and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the company.

38. Disclosure of composition of audit committee and providing vigil mechanism

During the year, the Audit Committee of the Board of Directors of the Company comprised of 3 (Three) Members namely Mr. Chandrasekar Padmanabhan, Chairman, Mr. V Srinivasan and Dr. N L Sarda.

The above composition of the Audit Committee consists of 2 (two) independent Directors, Dr. N L Sarda and Mr. Chandrasekar Padmanabhan, who form the majority.

The Board accepted the recommendations of the Audit Committee whenever made by the Committee during the year. The Audit Committee duly met Four times on June 11, 2022, July 23, 2022, October 19, 2022 and January 25, 2023, during the financial year under review and all the members were present in the said meeting.

39. Transfer to reserves

During the year, the company has transferred INR 86.00 million to the capital redemption reserve.

40. Share capitala) Equity share capital

During the year, your company allotted fresh share of 6,289,062 equity shares of INR 5.00 per share as fresh issue of shares as part of IPO of the Company. In addition to this, your company has also made preferential allotment of 1,603,617 equity shares. With the said allotment, the paid-up equity share capital has increased to INR 390.36 million as on March 31, 2023 consisting of 78,072,371 equity shares of INR 5.00 per share

Your Company has not issued shares with differential voting rights, bonus and sweat equity shares during the year under review.

b ) Redemption of preference shares capital

During the year, the company has redeemed 86,00,000 preference shares at the rate of Rs.10 [face value] per share amounting to INR 86.00 million on December 15, 2022 which was the due date for redemption as per the terms of issue of these shares. These shares were held by:

Name	No. of shares
Venkatraman Srinivasan	6,653,438
Lakshmi Kaushik	973,281
Aishwarya Arvind	973,281
Total:	8,600,000

c) Employee stock option plan

During the year under review, your company has issued grant of 138,500 under eMudhra employees stock options plan. Your company has facilitated the transfer of 2,959,250 equity shares of INR 5.00 per share by eMudhra employees stock options trust to the employees who exercised their options under the said plan.

Pursuant to the requirements of the SEBI (Share Based Employee Benefits) Regulations, 2014, a certificate has been issued by the Secretarial Auditors of the Company confirming that the Plan has been implemented in accordance with the said Regulations and in accordance with the resolution passed by the Company in the General Meeting.

The unissued closing balance at the year-end is 513,426 stock options of equity shares out of the 60,57,801 stock options on equity shares.

41. Business Responsibility and Sustainability Report

As a responsible corporate in India and abroad, our values at eMudhra mandate seffing up sustainable processes to conduct environment friendly operations, mitigate climate change by cuffing down on paper consumption and take all necessary actions and initiatives for better employee engagement, diversity, inclusion and belonging in the organization.

As ESG becomes a force that will affect all businesses and investments globally, it is paramount to digitally transform business operations and limit its infringement upon environment and climate to the bare minimum. eMudhra is a leading provider of digital platforms and solutions that not just help organizations mitigate dependence on paper and manual processes, but help create a unified ecosystem for digital transformation to scale ESG goals with tailored digital solutions.

Business Responsibility and sustainability report in the prescribed format is annexed to this report.

Acknowledgements

The board places on record its appreciation for the continued co-operation and support extended to the company by its customers, vendors, investors and business partners. The company continues to make all efforts in understanding their unique needs and deliver maximum stakeholder Satisfaction.

We place on record our appreciation of the contribution made by the employees at all levels, whose hard work, co-operation and support helped us face all challenges and deliver results.

For and on behalf of the board of directors Of eMudhra LimitedSd:/- V Sriniva s a n Sd:/- Venu Madhava

Exec utive Chai rm a n Whole Time Director

DIN:00640646 D IN:06748204

Date: April 28, 2023 Place: Bangalore

Mar 31, 2022

Your directors take pleasure in presenting the 14^th Annual Report on the business and operations of your company ("the company" or "eMudhra) along with the audited financial statements for the year ended March 31, 2022. The consolidated performance of the company and its subsidiaries has been referred to wherever required.

1. Results of our Operations

(All amounts are in INR million, unless otherwise stated)
	Standalone		Consolidated
Particulars	FY 2022	FY 2021	FY 2022	FY 2021
Revenue from operations	1,530.21	1,093.67	1,826.37	1,315.93
Other income, net	7.18	3.90	10.98	8.61
Total revenue	1,537.39	1,097.57	1,837.35	1,324.54
Expenses Operating expenses	139.55	162.01	119.93	129.12
Purchase of stock-in -trade	302.28	180.52	311.32	179.56
Changes in stock of finished goods	(14.25)	3.37	(14.26)	7.50
Employee benefit expenses	373.33	328.09	468.15	417.11
Finance costs	52.56	8.41	52.72	8.41
Depreciation and amortisation expense	105.06	66.66	130.70	87.67
Other expenses	188.39	142.24	264.20	183.37
Total expenses	1,146.92	891.30	1,332.76	1,012.74
Profit/(Loss) before exceptional items and tax	390.47	206.27	504.59	311.80
Exceptional items	-	-	-	-
Profit/(Loss) before tax	390.47	206.27	504.59	311.80
Tax expense Current tax	86.99	50.77	88.94	52.15
Deferred tax	3.11	3.93	4.28	6.06
Total tax expenses	90.10	54.70	93.22	58.21
Profit/(Loss) for the year	300.37	151.57	411.37	253.59
Other comprehensive income Items that will not be reclassified to profit or loss: Remeasurement (loss)/gain on defined benefit plan	7.38	(3.86)	7.98	(3.31)
Other comprehensive income/(loss) for the year	7.38	(3.86)	7.98	(3.31)
Total comprehensive income for the year	307.75	147.71	419.35	250.28
Profit is attributable to Owners of eMudhra Limited	300.37	151.57	414.05	174.60
Non-controlling interests	-	-	(2.68)	78.99
Other comprehensive income attributable to Owners of eMudhra Limited	7.38	(3.86)	7.98	(3.35)
Non-controlling interests	-	-	-	0.04
Total comprehensive income attributable to Owners of eMudhra Limited	307.75	147.71	422.03	171.25
Non-controlling interests	-		(2.68)	79.03
Earnings per share (Nominal value of share INR 5/- each) Basic	4.28	2.16	5.86	3.61
Diluted	4.28	2.16	5.86	3.61

2. COVID 19 Pandemic

COVID- 19 pandemic still continues to be a global challenge, with lockdowns and other restrictions being imposed in the country as well as rest of the world. During the pandemic, company had launched vaccination drive for its employees and family members to ensure safety. The business continuity plan introduced by the company in the first year of pandemic continues to be robust in ensuring that there are no disruptions to business operations and commitments given to clients.

As referred in our previous report, COVID has also been a catalyst in driving enterprise transformation from physical to paperless way of doing business to support remote fulfilment. This transition has brought many business opportunities to eMudhra as we continue to deliver on our mission of enabling secure digital transformation of enterprises.

3. Dividend

During the year, your directors recommend a dividend of 3% on Redeemable preference shares of INR 86 million for the period ended March 31, 2022; they propose to recommend an equity dividend at 25% on the paid up equity share capital.

https://emudhra.com/Docs/DIVIDEND-DISTRIBUTION-POLICY.pdf.

4. Retained Earnings

The closing balance of the retained earnings of the Company for FY 2022, after all appropriations and adjustments was INR 860.02 million and INR 657.32 million on consolidated and standalone basis respectively. The company has not transferred any amount to any specific reserves during the fiscal.

5. Company''s Structure

The company has 9 subsidiaries as on March 31, 2022 out of which 2 are Indian subsidiaries and the rest are foreign subsidiaries (list of subsidiaries are provided in point no. 31 with description of activities performed by each). This year as part of the public issue process, we have brought all the companies under Ind AS with effective date as April 01, 2017 during the course of IPO process.

During the year, our company has acquired the remaining stake in all the subsidiary companies held by promoter group directly or through our 100% subsidiary. This has brought 8 companies as fully owned subsidiaries and one company, PT eMudhra Technologies

Indonesia as 59.5% owned subsidiary, the remaining 40.5% is held by outsiders who are local residents in Indonesia and/or who know the local business in Indonesia.

In terms of section 136 of the Companies Act, 2013 the company has not attached the financial statements of the subsidiary companies. The financial information about the foreign and Indian subsidiary companies have been duly audited by the respective qualified auditors. The consolidated financial statements presented by the company, which form part of this annual report are also based on the financial statements of its subsidiary companies. Out of which the financial statements of material subsidiaries are available in our website in the link www.emudhra.com

6. Management Discussion and Analysis

7. Transfer of Unclaimed Dividend to Investor Education and Protection Fund

The company has paid all the dividends declared by the company to the beneficiaries within 30 days and there are no unpaid dividends as on the balance sheet date.

8. Review of Business Operations including its Subsidiaries

During the year under review there has been a considerable improvement in our operations and positioning.

Our Solutions:

As indicated in the last year report our emAS IAM solution was repositioned last year as an Analytics driven Identity and Access Management solution. This strategy has worked well and has provided necessary differentiation. In view of this our emAS IAM product continues to penetrate well in the market and we had several new sales for this product.

emSigner, our eSignature workflow management solution has become our flagship product both in the domestic and international markets. During the year several large Banking customers in India and Middle East have chosen this solution against international competition. The solution has been ranked as an "Enterprise, Global and Full Service"solution in Gartner''s Market guide on eSignatures. Further during the year several new features have been introduced in the product to make it feature rich with a special version introduced for

Banking customers. The product was also implemented in DevOps environment in one of the large banks in the Middle East. The customer base of this product has crossed 1000 during the financial year. COVID 19 has also acted as a catalyst to drive demand for this product as enterprises looked towards adoption of eSignatures and Digital Signatures to sign and execute documents remotely.

As members are already aware our Certifying Authority/Core PKI solution, emCA has been successfully implemented in large installations in Banking industry in India and in Telecom companies in Saudi Arabia and Malaysia. This product has also been selected by large defence establishments in India and Middle East as part of their cyber security initiatives for their own closed user group PKI implementation. This product is also offered as a managed PKI offering on Cloud, allowing easy adoption for various use cases including IoT.

Apart from offering these solutions, during the year we have done several enhancements to our eSign services. Several large organisations in India have signed up for our eSign services for gettng documents digitally signed. Last year we launched and started offering emSign (global digital signatures, SSL/TLS certificates and timestamping service) to various international markets which is starting to see good response from customers and potential partners.

International Positioning:

The company''s international positioning has improved considerably during the year. During the year about 19.1% of consolidated revenue was achieved from international operations. In several countries in the Middle East, Asia Pacific and Americas the company has been able to win large deals. The orderbook and lead pipeline has strengthened considerably during the year. Further a large system integrator in Europe has also selected our emCA product for taking it to the European markets. This is expected to give good penetration in the European market in the coming years.

Global Root Accreditation:

During the year, eMudhra became the only Indian company with WebTrust accreditation and recognition by all the renowned browsers like, Microsoft, Google, Mozilla, Apple and document processing software such as Adobe. In January 2022, we have launched the SSL services under the brand name as emSign for selling SSL/TLS certificates in India and other markets.

Certifications, Accreditations and Membership in International Bodies:

1) Devanahalli Digital Signature Campus, Bangalore

During the year, we inaugurated our digital signature campus during March 2022 and started our operations from this new campus from April 04,2022. Our Devanahalli campus is an environmental friendly building with focus on sustainability. The building uses double glazed reflective glass to reflect infrared rays while transmiffing visible light rays to ensure ample lighting during day time while reducing cooling loads. Solar Panels are fitted on the terrace to power operations through renewable energy. The building also has water treatment plant to recycle water.

2) ELCOT SEZ Campus, Salem:

The Company acquired land from ELCOT, Salem on a long term lease for the construction of its office in Salem. Though the Company got all the approvals to commence construction in 2019, due to COVID 19 pandemic, the company could not construct and activities were stopped. In the meanwhile, 3 year period stipulated by ELCOT for completion of construction got over during the last year. The company has applied extension for another 3 years for completi ng the construction. The decision about restarting the construction will be taken upon approval by the competent authority.

10. Trust Services

On a consolidated basis, the revenue from Trust Services has increased by 25.7% as compared to the last Fiscal 2021. This growth has been achieved by increase in the Channel partner network and increase in directly selling to customers through eMudhra''s online presence.

Enterprise Solution- India

The enterprise business division of India region has shown a strong growth across Government, Enterprise and BFSI segment by achieving 62.6% growth on a consolidated basis. During the Fiscal 2022, we have won large orders in Government sector with some of them over and above INR 100.00 million. Banking and Enterprise segment also saw significant penetration with new and existing customer renewals for all our products.

Enterprise Solution- Rest of the world

The enterprise business division of rest of the world region has grown by 36.9% as compared to Fiscal 2021. The growth was driven by deeper penetration for our solutions in the Middle East and Africa region. The company also scored good wins in the Americas, Europe and Asia Pacific region. With several marquee reference customers in global markets, the company is in a good position to capture the growth opportunity available for its solutions.

On a consolidated basis, the revenue from operations for FY 2022 was INR 1,826.37 million, higher by 38.8% over the previous year''s revenue from operations of INR 1,315.93 million.

The EBITDA has grown by 68.7% from INR 407.88 million to INR 688.00 million during the reporting period on a consolidated basis. EBITDA for the financial year is 37.4% of total revenue as compared to 30.8% in the last financial year.

The profit after tax ("PAT") attributable to shareholders and non -controlling interests for FY 2022 and FY 2021 was INR 411.37 million and INR 253.59 million respectively. The PAT attributable to shareholders for FY 2022 was INR 414.05 million registering a growth of 137.4% over INR 174.60 million in FY 2021.

The basic and diluted earnings per share on a consolidated basis increased from Rs.3.61 per equity share (with a face value of Rs 5/- per share) to Rs.5.86 per equity share, showing an increase of 62.3%.

On a standalone basis, the revenue for FY 2022 was INR 1530.21 million, higher by 39.9% over the previous year''s revenue of INR 1093.67 million.

On a standalone basis, The EBITDA has grown by 94.8% from INR 281.34 million to INR 548.09 million during the reporting period. EBITDA for the financial year is 35.7% of total revenue as compared to 25.6% in the last financial year.

The PAT, on a standalone basis, attributable to shareholders in FY 2022 was INR 300.37 million registering a growth of 98.2% of INR 151.57 million in FY 2021.

The basic and diluted earnings per share on a standalone basis increased from Rs.2.16 per equity share (with a face value of Rs.5 per share) to Rs.4.28 per share, showing an increase of 98.1%.

Key Financial Ratios

Particulars	March 31,2022	March 31, 2021
(a) Current ratio [times]	1.33	1.32
(b) Total Debt-Equity Ratio	18.7%	23.3%
(c) Debt Service Coverage Ratio [times]	8.55	10.91
(d) Return on Equity Ratio	30.4%	24.2%
(e) Inventory turnover ratio [times]	20.83	17.18
(f) Trade receivables turnover ratio	24.2%	11.3%
(g) Trade payables turnover ratio	4.9%	2.7%
(h) Net capital turnover ratio	1.35	1.26
(i) Net profit ratio	22.5%	19.3%
(j) Return on Capital employed	34.1%	24.1%

12. Events occurring after Balance Sheet date

The company has completed its Initial Public Offering of shares during May 2022 and has been listed in BSE and NSE on June 01,2022. The company has raised INR 1610.00 million through IPO and has also made a preferential allotment of INR 390.00 million through pre-IPO in the same month. The promoter and the promoter group including their family members of the company have also made offer for sale in the IPO worth INR 2517.86 million and have diluted the stake from 91.37% to 69.44%. This transaction has increased the paid-up equity share capital of the company from INR 350.90 million to INR 390.36 million and will increase the securities premium by INR 1861.98 million. We have also made application to our, monitoring agency, Kotak Mahindra Bank Limited, to close our term loans and overdraft facilities amounting to INR 350 million. This will considerably strengthen the company''s financial position and make it into zero debt company. Other than this, there are no significant events after the balance sheet date which is likely to affect financial position/result of the company.

13. Material changes and commitment if any affecting the financial position of the company occurred between the end of the financial year to which these financial statements relate and the date of the report

There are no material changes and commitments affecting the financial position of the company other than the matters disclosed under "events occurring after the balance sheet date"

14. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

The provisions of Section 134(m) of the Companies Act, 2013 relating to conservation of energy and technology absorption do not apply to our company.

The disclosure of foreign exchange earnings and outgo, in terms of provisions of Section 134 (3)(m) read with Rule 8 of the Companies (Accounts) Rules, 2014 are given hereunder:

All amounts are in INR million
Foreign Exchange	2021-2022	2020-2021
Foreign exchange earned	64.01	12.46
Foreign exchange used	4.93	72.41

15. Corporate Social Responsibility (CSR) initiatives

CSR initiatives and activities are aligned to the requirements of Section 135 of the Act. The brief outline of the CSR policy of the Company and the initiatives undertaken by the Com pany on CSR activities during the year are set out in Annexure A of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014.

The vision of our CSR initiatives is for eMudhra to be a socially and environmentally responsive organisation committed to improve quality of life within and outside. We at eMudhra focus on imparting education for employment by enhancing the vocation skills especially in the area of information technology, women skilling and empowerment and socio-economic development through training and student empowerment programs. The Annual Report on our CSR activities is appended as Annexure A to the Board''s report.

This Policy is available on the Company''s website at www.emudhra.com

16. Internal Financial Control Systems and their Adequacy

â¢ eMudhra has an effective Internal Financial Control System where policies and internal controls adopted, assist in achieving management''s objective of efficient conduct of business - which includes:

â¢ Adherence to policies,

â¢ Safeguarding of assets,

â¢ Prevention and detection of fraud and error,

â¢ Accuracy and completeness of the accounting records, and

â¢ Timely preparation of reliable financial information

The internal financial control system also comprises of the below procedures:

â¢ Authorisation matrix for approval of expense and revenue Pricing

â¢ Internal Check and Control - DSC/eSign finance approval for issuance of P.O, Vendor Invoice approval, Online payment approval

â¢ Upgraded Accounting Package

â¢ Cost center wise data recording

â¢ Weekly reconciliation of bank accounts

â¢ Monthly closure of books of accounts

â¢ Yearly physical verification of assets

â¢ Ensuring statutory payments and returns are filled within respective due dates

â¢ Policies and procedures for DSC issuance as per approved CPS by CCA

â¢ ISO 9001 (QMS), ISO 27001 (ISMS) and ISO 20000-1 (IT Services), ISO 27018 (Protection of personal information in cloud), GDPR and CMMI L5

â¢ Several daily, weekly and monthly reports for analysis

Reporting:

â¢ Daily sales and operating MIS

â¢ Weekly reporting of fund position

â¢ Monthly MIS report

â¢ Cost center reporting- branch/vertical wise

â¢ Other reports on need basis

â¢ Daily collection report

â¢ Fortnightly receivables report

â¢ Several reports on DSC, Retail business and lead management for enterprise division Monitoring:

â¢ Online Access of all operating bank accounts for continuous monitoring

â¢ Monthly financial review

â¢ Quarterly internal audit

â¢ Quarterly review of accounts by the statutory auditors

â¢ Yearly audit by statutory auditors

â¢ Monitoring of all statutory compliances

â¢ CCA internal audit and yearly CCA external audit

â¢ emSign internal audit and yearly external audit by M/s BDO Malaysia

â¢ ISO certification surveillance audits

17. Particulars of Loans, Guarantees or Investments

Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 form part of the Notes to the audited financial statements and the same is disclosed in note no. 16, 21 and note no. 41 of consolidated audited financial statements.

The company has an outstanding investment of INR 224.99 million [2021: INR 191.44 million] in equity shares of various subsidiary/associate companies and also has a loan outstanding of INR 4.40 million and INR 30.17 million [2021: INR NIL and INR 30.36 million] from eMudhra Technologies Limited and from eMudhra employees Stock Options Trust.

18. Board of Directors and Key Managerial Personnel

As on March 31, 2022, the Board of Directors of your Company comprised of six Directors, viz., two Executive Directors and four Independent Directors including one woman Director. In accordance with the provisions of Section 152 of the Companies Act, 2013, Mr. Venu Madhava will retire by rotation at the ensuing AGM and being eligible, offer himself for reelection. The Board has recommended his re-election.

During the year, we have appointed two independent directors including one women director, Ms. Chandra Laxminarayan and Mr. Chandrasekar Padmanabhan.

The Board at its meeting held on October 14, 2022 designated the following as Key Managerial Personnel of the Company based on the recommendations of Nomination and Remuneration Committee at their meeting held on October 14, 2021:

Sl. No.	Name	Designation
1	Venkatraman Srinivasan	Chairman
2	Venu Madhava	Whole-Time Director
3	Saji K Louiz	Chief Financial Officer
4	Johnson Xavier	Company Secretary
5	Ashwin Jansale	Sr. VP & Head Channel Sales
6	Biju Varghese	Sr. VP & Sales Head India and APAC
7	Kaushik Srinivasan	Sr. VP & Head Product and Delivery
8	Arvind Srinivasan	Sr. VP & Head International Business
9	Janarthanan S	Sr. VP & Head Customer Success
10	Vijay Kumar	Sr. VP & CTO
11	Kiran A M	VP & Head Customer Operations

19. Committees of the Board

20. Board Meetings

The Board of Directors of the Company met fourteen times during the year under review. The details of these Board Meetings are provided in the Report on Corporate Governance section forming part of the Annual Report. The necessary quorum was present for all the meetings. The maximum interval between any two meetings did not exceed 120 days.

21. Board Evaluation

The Board of Directors has carried out an annual evaluation of its own performance, board committees, and individual directors pursuant to the provisions of the Act and SEBI Listing Regulations. The performance of the board was evaluated by the Board after seeking inputs from all the directors on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc. The performance of the committees was evaluated by the Board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc. The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India (SEBI) on January 5, 2017. In a separate meeting of independent directors, performance of non-independent directors, the Board as

a whole and Chairman of the Company were evaluated, taking into account the views of executive directors and non-executive directors.

Performance of individual directors on the basis of criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. At the board meeting that followed the meeting of the independent directors and meeting of Nomination and Remuneration Committee, the performance of the Board, its committees, and individual directors were also discussed. Performance evaluation of independent directors was done by the entire Board, excluding the independent director being evaluated.

22. Policy on Directors'' Appointment and Remuneration and Other Details

23. Corporate Governance

Your Company has taken adequate steps to adhere to all the stipulations laid down in the Listing Regulations. A report on Corporate Governance is disclosed separately in the Annual Report.

24. Internal Complaints Committee

The Company has constituted an Internal Complaints Committee (IC) to consider and resolve all sexual harassment complaints reported by women. The constitution of the IC is as per the Sexual Harassment of women at workplace (Prevention Prohibition and Redressal) Act, 2013. There were no cases reported during the financial year 2021-22.

25. Company''s Policy relating to Director''s Appointment, Payment of Remuneration and Discharge of their Duties

The company appoints directors based on need. They are selected based on merit and their appointment, remuneration and other eligibility parameters are vetted by the Nomination and Remuneration Committee. The nomination and remuneration committee currently consists of Dr N.L.Sarda, Chairman, Mr Manoj Kunkalienkar and Ms. Chandra Iyer.

26. Declaration by Independent Directors

Pursuant to the provisions of Section 149 of the Act, the independent directors of the company have submitted their declarations that each of them meets the criteria of independence as provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations. There has been no change in the

circumstances affecting their status as independent directors of the Company. During the year under review, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company, other than sittng fees, commission and reimbursement of expenses, if any.

27. Annual Return

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, an extract of the annual return in prescribed format is available at the Company''s website www.emudhra.com.

28. Secretarial Standards

The Company complies with all applicable mandatory secretarial standards issued by the Institute of Companies Secretaries of India.

29. Particulars of Employees

The information under Section 197 of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

I. The ratio of the remuneration of each Director to the median remuneration of the

employees of the company for the financial year 2021-22:

Name	Ratio of Remuneration of each Director to median remuneration of Employees	% Increase in remuneration in the financial year
Non-executive Directors:
Manoj Kunkalienkar	4.52	76.5%
N LSarda	4.52	76.5%
Chandra Iyer*	0.97	-
Chandrasekar Padmanabhan*	0.64	-
Executive Directors:
V. Srinivasan, Executive Chairman and
Director**	-	-
Venu Madhava, Whole Time Director	12.06	7.1%

*Appointed as non-executive directors in FY 2022 and hence increase in remuneration was not provided.

** Was not paid any remuneration or commission from eMudhra Limited during the FY2022. However, he is entitled to rent free accommodation in Bangalore by eMudhra Limited. Further he has drawn a yearly remuneration of AED 240,000 (INR 4.87 million) from eMudhra DMCC Which works out to 12.54 times the median remuneration of the employees.

II. The percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year 2021-22:

	Remuneration for FY	% Increase in
	2021-22	Remuneration
Name	(INR in Million)	in FY 2021-22
Executive Directors:
V. Srinivasan Executive Chairman and Director	0.00*	0.0%
Venu Madhava Whole Time Director	4.68	7.1%
Chief Financial Officer: Saji K Louiz Company Secretary:	4.07	3.1%
Johnson Xavier	1.89	27.4%

I II. The percentage decrease in the median remuneration of the employees of the Company for

the financial year 2021-22 was 0.54%

IV. The number of permanent employees on the roll of Company:

There were 560 (Five hundred and Sixty) permanent employees on the rolls of eMudhra Limited as on March 31,2022.

V. Affirmation that the remuneration is as per the nomination and remuneration policy of the Company, which is published in www.emudhra.com

*Was not paid any remuneration or commission from eMudhra Limited during the FY2022. However, he is entitled to rent free accommodation in Bangalore by eMudhra Limited. Further he has drawn a yearly remuneration of AED 240,000 (INR 4.87 million) from eMudhra DMCC.

30. Directors'' Responsibility Statement

Pursuant to Section 134(3)(c) of the Companies Act, 2013, the Directors to the best of their knowledge hereby state and confirm that:

a) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

d) the directors had prepared the annual accounts on a going concern basis;

e) they have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;

f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

31. Subsidiaries, Joint Ventures and Associate Companies

During this year, the company has acquired the minority interests in all the subsidiary companies jointly with its 100% owned subsidiary eMudhra (MU) Limited. In line with this, eMudhra Limited has acquired 14,45,776 and 12,00,000 equity shares in eMudhra Technologies Limited and eMudhra Consumer Services Limited respectively. Likewise, eMudhra (MU) Limited has acquired 949 (fresh issue of 900 shares), 122500, 49,000 and 100,000 equity shares in eMudhra DMCC, eMudhra PTE Limited, eMudhra BV and eMudhra INC respectively. It is also to be noted that, during the year, eMudhra DMCC has made a fresh issue of 900 equity shares which was purchased by eMudhra (MU) Limited as indicated above. The additional shares were issued to enable the company to obtain trading licence in UAE as per the statutory regulation.

In accordance with Section 129 (3) of the Act, a separate statement containing salient features of the financial statement of the subsidiaries of the Company in Form AOC-1 is given in Annexure C.

Further, pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited financial statements in respect of material subsidiaries, are available on the Company''s website at www.eMudhra.com

32. Related Party Transactions

The Board of directors have approved related party transactions, all of them are under arm''s length basis in the normal course of business. The summary of related party transactions is also provided in Note No.37 of the consolidated financial statements.

Particulars of Contracts or arrangements with related parties referred to Section 188(1) of the Companies Act, 2013, in the prescribed Form AOC-2, is appended as ''Annexure D'' to the Board''s Report.

33. Deposits from Public

The Company has neither accepted nor renewed any deposits during the year under review.

34. Auditors1. Statutory Auditor

Our existing statutory auditor M/s Manohar Chowdhry & Associates Firm Registration number: 001997S) have served for 10 years as statutory auditors of eMudhra Limited.

In line with provisions mentioned in section 139(2) of the Companies Act,2013, it is compulsory to rotate the statutory auditor every 10/5 years depending on the structure of the audit firm.

To comply with the above regulation, we have to rotate the existing auditors, Manohar Chowdhry and associates and appoint new auditors. We have shortlisted, subject to the approval of the audit committee, Board and the shareholders, M/s Suri and Co., chartered accountants, as our statutory auditors for a term of 5 years commencing from FY 2022-23. Previously Suri & Co. were our internal auditor and hence they are very familiar with our business environment and are knowledgeable.

Statutory Auditor''s report:

The statutory auditor''s report to the members for the year ended March 31, 2022 does not contain any qualification, reservation, adverse remark or disclaimer. Further auditors have not reported any matter under Section 143 (12) of the Act and therefore no detail is required to be disclosed under Section 134(3)(ca) of the Companies Act, 2013.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. S P Nagarajan, Company Secretary in practice, to undertake the Secretarial Audit of the Company. The report on the Secretarial Audit carried out for the year 2021-22 is annexed herewith as ''Annexure B''. The secretarial audit report does not contain any qualification, reservation, adverse remark or disclaimer.

Internal Auditor

Since we are appointing our existing internal auditor, M/s Suri and Co. as our statutory auditor, we propose to appoint M/s Manohar Chowdhry and Associates ("MCA") as our internal auditors subject to approval by Audit Committee and Board. Since we have associated with them for more than a decade and hence, we are of the view that, they are familiar with the business processes and environment in which we operate.

35. Details in respect of Frauds Reported by Auditor under Section 143(12) of the Companies Act, 2013

During the year under review, there were no frauds reported by the auditors to the Audit Committee or the Board under section 143(12) of the Companies Act, 2013.

36. Disclosure Relating to Maintenance of Cost Records

The Central Government has not prescribed the maintenance of cost records under Section 148 of the Companies Act, 2013 for any of the services rendered by the Company.

37. Audit Committee

The details pertaining to the composition of the Audit Committee are included in the Corporate Governance Report, which is a part of this report.

38. Disclosure Requirements

39. Risk Management Policy

Risk Management and mitigation is taken care of by the Board and Executive Management by appropriate delegation, reporting and authority structure. Risk Management is also ensured by puffing various checks and balances across various functions. It is integrated into management, Board and annual reporting mechanism. The company has also constituted a risk management committee of the Board.

As part of Risk Management, the Company also has put in place an Internal Audit Mechanism commensurate with size of business and nature of its operations. As part of this exercise, the Company continues to engage M/s Suri & Company, Chartered Accountants, as Internal Auditors of the Company. Their scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. Internal Auditors findings are discussed with the process owners and suitable corrective actions are taken to improve efficiency in operations. Internal audit reports are also discussed in the Audit Committee and Board meetings. The purpose of this policy is:

2. To provide clear and strong basis for informed decision making at all levels of the organization.

3. To continually strive towards strengthening the "Risk Management & Compliance System" through Continuous learning and improvement.

Risk management policy framework has been covered in detail in MD&A.

40. Credit Ratings

The company has engaged the credit rating agency ICRA limited. During the year, the credit rating of our term loans as well as cash credit has been upgraded from "ICRA BBB" to "ICRA BBB "As per ICRA". In line with this, the company was awarded long-term rating of [ICRA] BBB (pronounced as ICRA triple B plus). The outlook on the long-term rating is ''stable''. The ICRA also assigned short-term rating of [ICRA] A3 (pronounced as ICRA A three plus). These ratings are valid till August 24, 2022.

41. Disclosure as Required under Rule 5 (2) and 5 (3) of the Companies (appointment and

Remuneration of Managerial Personnel) Rules, 2014.

a) During the financial year, the Company has not employed any person with the aggregate remuneration for Rs. 1,02,00,000 per annum if employed throughout the year or Rs. 8,50,000 per month if employed for part of the year.

b) During the financial year, the company has employed Mr. Kaushik Srinivasan, who was in receipt of remuneration (Refer note 37(2) in the standalone audited financials) in that year which, in the aggregate, or as the case may be, at a rate which, in the aggregate, is in excess of that drawn by the managing director or whole-time director or manager and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the company.

42. Disclosure of Composition of Audit Committee and Providing Vigil Mechanism

During the year, the Audit Committee of the Board of Directors of the Company comprised of 3 (Three) Members, namely Mr. Manoj Kunkalienkar, Chairman, Mr. V Srinivasan and Dr. N L Sarda.

The above composition of the Audit Committee consists of 2 (two) independent Directors, Dr. N L Sarda and Mr. Manoj Kunkalienkar, who form the majority.

The Board accepted the recommendations of the Audit Committee whenever made by the Committee during the year. The Audit Committee duly met thrice on May 21,2021, October 14, 2021, and March 18, 2022, during the financial year under review and all the members were present in the said meeting.

The Company has established a vigil mechanism to oversee the genuine concerns, if any expressed by the employees. The Company has also provided adequate safeguards against victimization of employees who express their concerns. The Compa ny has also provided direct access to the chairman on reporting issues concerning the interests of co-employees and the Compa ny.

The Company has a Whistle Blower Policy and has established the necessary vigil mechanism for directors and employees in conformation with Section 177(9) of the Act and Regulation 22 of SEBI Listing Regulations, to report concerns about unethical behavior. This Policy is available on the Company''s website at www.emudhra.com

43. Transfer to Reserves

During the year, no amount has been transferred to reserves.

44. Sharesa. Buy back of shares

There is no buy back of shares during the reporting period.

b. Sweat equity

The company has not issued any sweat equity shares during the year under review.

c. Bonus shares

No bonus shares were issued during the year under review.

d. Employee stock option plan

During the year, the company has issued stock options relating to 784,000 equity shares at par value through the eMudhra employees'' stock option trust and has cancelled 110,000 stock options relating to equity shares.

During the year, one ex-employee of the company has exercised the vested stock options for 37,500 equity shares pursuant to the employee stock option scheme against a payment of Rs.1,87,500/- to the said trust.

The unissued closing balance at the year end is 603,801 stock options of equity shares out of the 60,57,801 stock options on equity shares at the year end.

45. Business Responsibility and Sustainability Report

As a responsible corporate in India and abroad, our values at eMudhra mandate is to setup sustainable processes to conduct environment friendly operations, mitigate climate change by cuffing down on paper consumption and take all necessary actions and ini tiatives for better employee engagement, diversity, inclusion and belonging in the organization.

As organizations across the globe leverage products and services offered by eMudhra to build a business environment that is digitally secure, automated and data driven, we offer end-to-end digital trust to improve corporate resilience across industries and regions.

As ESG becomes a force that will affect all businesses and investments globally, it is paramount to digitally transform business operations and limit its infringement upon environment and climate to the bare minimum. eMudhra is a leading provider of digital platforms and solutions that not just help organizations mitigate dependence on paper and manual processes, but help create a unified ecosystem for digital transformation to scale ESG goals with tailored digital solutions.

46. Acknowledgements

We place on record our appreciation of the contributi on made by the employees at all levels, whose hard work, co-operation and support helped us face all challenges and deliver results.

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