eMudhra Ltd Management Discussions

I. Overview

We are engaged in the business of providing Secured Digital Transformation with huge focus on embeddingcyber security as an important element. Zero trust is the new security paradigm of "never trust, always verify" and cryptographic identities form an important bedrock of future proofing security and moving towards ZERO TRUST.

We are a "one stop shop" player in secure digital transformation and provide a wide spectrum of services and solutions from offering identity, authentication and signing solutions to issuance of certificates to human, websites and devices. We are the only Indian company accredited by WebTrust and is trusted by all the renowned browsers in the world. We are also a member of Asia PKI consortium, European Cloud Signature Consortium and Certifying Authority/Browser Forum.

During the year our company has renewed/got several quality certifications and has been recognized by various global technology advisory firms.

II. Our Portfolio of Products/Services

Product	Variants	Offering
emSigner	On-premise/Cloud workflow	This product enables secure digital transformation in any industry and replaces paper which helps to save the environment.
	Signer Gateway
	Server Side - API based and Folder based
	eStamping - Online and Offline
CertiNext/ emCA	On-premise	This enables issuance of certificates to individuals, organizations, devices and their lifecycle management.
	Managed Services
SECURE PASS	Multifactor authentication [MFA] like DSC, OTP, biometric, etc.	Authentication solution enabling multi factor authentication, single sign on and full suite of identity and access management including privileged access management.
	Identity and access management [IAM]
	PAM - Privileged Access Management .
TRUST Services	Individual/organisation certificates [digital signatures]	This covers the basic needs of individuals/organizations for various compliances and caters to signing requirements. Apart from issuance of certificate, we enable creation of private certifying authorities on cloud.
	eSign V2/V3
	Device certificates in Internet of things [loT]
	Remote signing
	Website certificates [SSL/TLS]

III. Business Outlook Business Outlook

General Review of business environment

As per the IMFs October 2025 World Economic Outlook, global growth is projected to slow from 3.3 percent in 2024 to 3.2 percent in 2025 and 3.1 percent in 2026, with advanced economies growing around 1.5 percent and emerging market and developing economies just above 4 percent. These projections remain below the historical (2000-19) average of 3.7 percent. Global inflation continues to decline, reaching 4.2 percent in 2025 and 3.6 percent in 2026. Risks to the outlook are tilted to the downside. Prolonged uncertainty and escalation of protectionist measures may further hinder growth. Larger-than-expected shocks to labour supply could reduce growth, especially in economies facing ageing populations and skill shortages. Fiscal vulnerabilities and financial market fragilities may interact with rising borrowing costs and increased rollover risks for sovereigns. On the upside, breakthroughs in trade negotiations could boost confidence and structural reforms could lift long-term productivity.

The World Economic Forums Global Cybersecurity Outlook 2026, published in January 2026 in collaboration with Accenture, highlights an accelerating cyber threat environment with profound implications for organizations and nations. Cybersecurity risk in 2026 is accelerating, fuelled by advances in AI, deepening geopolitical fragmentation and the complexity of supply chains. These shifts are compounded by the enduring sovereignty dilemma and widespread cyber inequity, two factors that expose systemic vulnerabilities, resulting in a threat environment where the speed and scale of attacks are testing the limits of traditional defences. AI is anticipated to be the most significant driver of change in cybersecurity in the year ahead, according to 94% of survey respondents, while 87% identified Al-related vulnerabilities as the fastest-growing cyber risk over 2025. Phishing attacks and cyber fraud have overtaken ransomware as the top cybersecurity concern of business leaders, with 77% reporting an increase in cyber-enabled fraud overall. The report equips leaders with essential insights to navigate these challenges and strengthen cyber resilience in an increasingly Al-driven world.

Software and computing technology continue to transform businesses across every industry globally, with PKI technology playing a vital role in enabling secure digital transformation. Global cybersecurity spending reached $213 billion in 2025, up from $193 billion in 2024, reflecting a 15% increase driven by heightened cyber threats and digital transformation. Gartner projects global cybersecurity spending will reach $240 billion in 2026, a 12.5% increase over 2025, as AI- driven attacks and the steady drumbeat of ransomware incidents have made cybersecurity a board-level priority. Two-thirds of organizations across the globe are planning to increase their investment in cyber risk prevention over the next 12 months, with the top spending priorities including security technology and mitigation, incident response and preparation, and hiring. Prioritization will be critical as CIOs look to optimize spend while using digital technology to transform their organizations value proposition, revenue, and client interactions. Cybersecurity and digital transformation products will continue to see strong demand as enterprises prioritize spending to capture competitive advantages through increased productivity, automation, and software-driven transformation. As digital transformation deepens globally, the Companys trust services and paperless workflow solutions are poised for strong demand, while rising cyber threats are expected to further accelerate interest in identity and authentication management and public key infrastructure solutions.

IV. Our Strategy

The Company continues to follow the five-pronged strategy as under for global growth:

1. Maintain leadership in Indian Trust Services market and capitalize on industry opportunities.

2. Enhance solution offerings to tap growing needs of digital transformation and cybersecurity.

3. Grow presence in overseas markets with partnerships and acquisitions.

4. Expand share of revenues among existing customers and broaden our partner network and customer base.

5. Thrust on Converge Identity and Data Security as an important area and put R&D focus on GenAI enabled signing workflows for Document intelligence and risk assessment and Voice and Mobile authentication for signing on the go.

In line with our above strategy, the Company has implemented various technology tools for partners and end customers to consume our trust services and with aggressive retail focus has maintained leadership in the Indian trust service market. With the acquisition of Ikon Tech and Two95 International and recruitment of senior resources in the US the companys revenue in US has improved considerably over the last two years. With the growth of customer base in the USA, to cater its customers in US, the company has created Data Centers in New Jersey and Salt Lake City in USA. With the acquisition of Cryptas International Gmbh in Europe the Companys operations in Europe have considerably improved during 2025-26. As part of Cryptas acquisition the company has also got data center in Europe which is being used for European customers. In line with the objective of enhancing solution offerings, the Company has planned to develop features based on Gen AI for products like emSigner, Remote Signing and emCA/CertiNext. Further the company is developing a data and consent management platform and platform for identity management. The year 2025-26 was a very successful year for the Companys international foray and Companys revenue from international market increased by 38.7% during the year. The Company is expected to further strengthen the international markets in the coming years. The share of the existing customers in the total business of the Company is 67% in FY 2025-26.

V. R&D and Product Development

The Company has been continuously doing R&D and over the last several years has come up with various solutions towards digital transformation and cyber security. During the year, the company has considerably enhanced all its products and has also started development of data and consent management platform and platform for identity management. The Companys R&D team of over 200+ people are continuously working towards these technologies so that the Company can offer a comprehensive solution to its customers. By its R&D, the company has created a one stop shop by combining its trust service layer and the enterprise solution layer so that both the layers complement each other. In upcoming financial year company plan to develop GenerativeAI capabilities in our existing products by enabling ability of Natural Language instruction, model context protocol, LLM Application. Further by way of R&D the company proposes to enhance Remote Signing, emSigner, Certinext and develop Data Privacy and Identity management Stack.

VI. Results of our Operations Financial Results

Please refer to our Standalone and Consolidated financial statements in this Annual Report for detailed schedules and notes.

The Consolidated and Standalone Statement of Profit and Loss is as follows:

Consolidated Statement of Profit and Loss

Statement of Audited consolidated financial results for the quarter and year ended March 31,2026

Consolidated Results

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

	Quarter ended	Year ended
Particulars	March 31,2026	December 31,2025	March 31,2025	March 31,2026	March 31,2025
	(Audited)	(Unaudited)	(Audited)	(Audited)	(Audited)
	(Refer note 4)		(Refer note 4)
Income from operations
Income	1,933.96	1,880.10	1,468.77	7,015.80	5,193.85
Other income, net	31.54	30.51	23.82	115.99	84.51
Total Income from operations (Net)	1,965.50	1,910.61	1,492.59	7,131.79	5,278.36
Expenses
Operating expenses	795.17	709.08	595.70	2,769.41	2,112.33
Purchase of stock-in -trade	129.06	182.92	116.46	547.46	305.07
Changes in inventories of stock-in-trade	4.46	(0.06)	(1.41)	(25.01)	15.37
Employee benefits expense	378.32	378.95	240.31	1,388.06	929.64
Finance costs	28.74	10.85	(1.09)	50.69	11.58
Depreciation and amortisation expense	91.68	89.56	60.61	342.51	238.26
Other expenses	206.82	198.31	169.89	745.54	592.13
Total expenses	1,634.25	1,569.61	1,180.47	5,818.66	4,204.38
Profit before exceptional items, share of net profit /(loss) of associate accounted under equity method & tax	331.25	341.00	312.12	1,313.13	1,073.98
Exceptional items	-	-	-	-	-
Profit before share of net profit /(loss) of associate accounted under equity method & tax	331.25	341.00	312.12	1,313.13	1,073.98
Tax expenses (including deferred tax)	35.47	50.95	68.74	212.66	201.64
Profit before share of net profit/(loss) of associate accounted under equity method	295.78	290.05	243.38	1,100.47	872.34
Share of net profit /(loss) of associate accounted under equity method	(0.04)	(0.07)	-	(0.09)	-
Profit for the period/year	295.74	289.98	243.38	1,100.38	872.34
Other comprehensive income
Items that will not be reclassified to profit or loss (net of tax)	0.83	(1.14)	(1.81)	1.04	(1.81)
Items that will be reclassified to profit or loss (net of tax)	504.30	(18.20)	26.42	501.18	60.17
Other comprehensive income for the period/year	505.13	(19.34)	24.61	502.22	58.36
Total comprehensive income for the period/year	800.87	270.64	267.99	1,602.60	930.70
Net Profit attributable to
Owners of eMudhra Limited	289.64	286.67	238.89	1,077.92	846.38
Non-controlling interests	6.10	3.31	4.49	22.46	25.96
Other comprehensive income attributable to
Owners of eMudhra Limited	505.13	(19.34)	24.61	502.22	58.36
Non-controlling interests	-	-	-	-	-
Total comprehensive income attributable to
Owners of eMudhra Limited.	794.77	267.33	263.50	1,580.14	904.74
Non-controlling interests	6.10	3.31	4.49	22.46	25.96
Paid-up-equity share capital (Face Value of Rs. 5/- each)	410.22	409.29	406.62	410.22	406.62
Other Equity				8,701.11	7,046.64
Earnings per share (Face value of share Rs. 5/- each) (not annualised)
Basic (in Rs.)	3.53	3.50	2.94	13.14	10.41
Diluted (in Rs.)	3.50	3.46	2.88	13.02	10.22

Standalone statement of profit and loss

Statement of Audited standalone financial results for the quarter and year ended March 31,2026

Standalone Results

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

	Quarter ended	Year ended
Particulars	March 31,2026	December 31,2025	March 31,2025	March 31,2026	March 31,2025
	(Audited)	(Unaudited)	(Audited)	(Audited)	(Audited)
Income from operations
Income!	782.48	728.93	614.38	2,686.67	2,029.60
Other income, net	30.17	14.25	26.91	81.90	91.45
Total Income from operations (net)	812.65	743.18	641.29	2,768.57	2,121.05
Expenses
Operating expenses	243.99	210.13	157.47	771.41	492.66
Purchase of stock-in -trade	158.66	106.46	116.46	457.85	305.07
Changes in inventories of stock-in-trade	4.48	(0.33)	(1.41)	(7.80)	15.37
Employee benefits expense	138.95	152.66	136.34	595.60	578.38
Finance costs	15.63	-	(4.18)	15.69	0.27
Depreciation and amortisation expenses	39.59	40.03	36.83	159.46	152.35
Other expenses	95.77	85.78	91.70	341.50	306.50
Total expenses	697.07	594.73	533.21	2,333.71	1,850.60
Profit before exceptional items and tax for the period/year	115.58	148.45	108.08	434.86	270.45
Exceptional items		-	-	-	-
Profit before tax for the period/year	115.58	148.45	108.08	434.86	270.45
Tax expense
Tax expenses (including deferred tax)	33.62	31.71	37.53	110.94	83.80
Profit for the period/year	81.97	116.74	70.55	323.92	186.65
Other comprehensive income
Items that will not be reclassified to profit or loss (net of tax)	0.68	(0.41)	(0.91)	2.20	(3.70)
Other comprehensive income for the period/year	0.68	(0.41)	(0.91)	2.20	(3.70)
Total comprehensive income for the period/year	82.64	116.33	69.64	326.12	182.95
Paid-up-equity share capital (Face Value of Rs. 5/- each)	414.06	414.06	414.06	414.06	414.06
Other Equity	-	-	-	5,377.52	5,038.64
Earnings per share (Face value of share Rs. 5/- each) (not annualised)
Basic (in Rs.)	0.99	1.41	0.85	3.91	2.25
Diluted (in Rs.)	0.99	1.41	0.85	3.91	2.25

1. Revenue

The growth in our revenue in fiscal 2026 from 2025 is as below:

	Consolidated	Standalone
INR in million	FY 2026	FY 2025	Change	FY 2026	FY 2025	Change
Revenue from operation	7,015.80	5,193.85	35.1%	2,686.67	2,029.60	32.4%

The increase in revenues was primarily due to an increase in our solutions and services revenue in India and global markets.

The consolidated and standalone revenues from trust services and enterprises solutions for fiscal 2026 and 2025 are as follows:

	Consolidated	Standalone
INR in million	FY 2026	FY 2025	Change	FY 2026	FY 2025	Change
Trust services (India and Global)	1,400.08	1,058.53	32.3%	1,298.85	999.64	30.0%
Solutions India	1,240.00	972.11	27.6%	1,387.82*	1029.96*	34.7%
Solutions Global	4,375.72	3,163.22	38.3%	NA	NA	NA
Total:	7,015.80	5,193.85		2,686.67	2,029.60

*Include Transfer pricing revenue.

During the year under review, we have added 240 new enterprise customers.

During the year the companys Trust Services business increased by 32.3% due to higher eSignature volumes. In our enterprise solution business in India the revenue grew to 27.6%. Further our Global enterprise solution business grew very well at 38.3%. During 2025-26 the acquisition of Cryptas International also helped in growing the business.

2. Expenditure

Cost of goods sold

The cost of goods sold, comprises of commission expenses, direct personnel cost, cost of software, transfer price of proprietary solutions of the group, cost of stock in trade and repurchase of stock due to the change in business model imposed by the CCA guidelines in July 2024. In the earlier model, while we were selling stocks to large number of partners and they used to hold the stock and resell to the customers, in the new model imposed by CCA guidelines the old stock cannot be used and new invoicing has to be done for each and every end customer sale. In view of this on the effective date of the new model (15^th July, 2024) the stocks available with the partners became useless. Hence, we had to agree with the partners for repurchase of stock to the extent the partner concerned brings new sale to end customer.

Cost of goods sold on a consolidated basis remained almost flat and was 46.1% in FY 2025 and 46.2% in FY 2026. The standalone cost increased from 38.3% to 44.1% as a percentage to the total income mainly due to repurchase of DSC stock as mentioned above. Third party items bought for service delivery is also included in cost of goods sold.

The purchase cost of stock in trade has increased as a percentage of total revenue from 6.1% to 7.3% in the fiscal 2026 on consolidated basis and increased from 15.1% to 16.26% on standalone basis, in line with the increased sale of third-party components.

Employee benefit expenses

Our employee benefit expenses consist of salary, wages, bonus, insurance, contribution to provident fund, share-based payments and other funds and staff welfare expenses. Our employee costs have increased as a percentage of total revenue from 17.6% to 19.46% in the fiscal 2026 on consolidated basis due to addition of senior management resources in overseas geographies and decreased from 27.3% to 21.5% on standalone basis due to improvement in employee efficiency in India.

During the year under review, we have incurred Staff welfare costs including employee transportation which is 0.7% and 1.5% on consolidated and standalone basis respectively as a percentage of total income. Further the share-based payment expenses increased from 1.4% to 1.5% on a consolidated basis and decreased from 1.8% to 1.1 % on a standalone basis.

Our number of employees increased to 861 employees as of March 31,2026 from 851 employees as of March31,2025.

Financial costs

Our financial cost consists of interest expenses on term loans, overdraft accounts and interest on lease liabilities. Our financial costs increased as a percentage of total income from 0.2% to

0.6% in the fiscal 2026 on a consolidated basis and increased from 0.01 % to 0.2% on standalone basis.

Other expenses

Other expenses comprise of selling expenses, office maintenance expenses, rental expenses, travel expenses, boarding expenses, communication, technology expenses and all other indirect expenses. During the year under review other expenses as a percentage of total income have decreased from 11.2% to 10.5% on a consolidated basis and decreased from 14.5% to 12.3% on a standalone basis due to operational efficiencies.

During the year under review, we have held various product or brand awareness events in India as well as overseas locations and have been part of global information technology research coverage. However, the marketing expenses as a percentage of total income decreased from 2.5% to 2% in fiscal 2026 on consolidated basis and it decreased from 2.5% to 2.0% on standalone basis in fiscal 2026. The travel, boarding and lodging expenses as a percentage of total income increased from 1.2% to 1.3% on consolidated basis and have decreased from 1.7% to 1.5% on standalone basis.

Other income

Other income primarily includes foreign exchange gains on consolidation, interest income of fixed deposits, profit on sale/ Mark to Market of assets/investments, write back of provisions no longer required and miscellaneous income.

The other income as a percentage of total income marginally increased from 1.60% to 1.63% on a consolidated basis and has decreased from 4.3% to 3.0% in the fiscal 2026 on standalone basis.

Depreciation and amortization expenses

Our depreciation/amortization expense as a percentage of total income has increased from 4.5% to 4.8% on consolidated basis and has decreased from 7.2% to 5.8% in the fiscal 2026 on standalone basis.

Provision for tax

During the year under review the company has provided effective tax rates as below.

	Consolidated	Standalone
INR in million	FY 2026	FY 2025	FY 2026	FY 2025
Income tax expenses	212.66	201.64	110.94	83.80
Effective tax rate	16.2%	18.8%	25.5%	31.0%

The company has provided Indian income tax at the rate of 22% along with applicable surcharge and educational cess. All other regions are coming under income taxes, which vary between 9% to 30%.

I. Financial condition:

Equity share capital

The paid-up equity share capital is at INR 41,40,58,535 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.

Other equity comprises mainly of reserves and surplus and other comprehensive income

The movement in retained earnings was on account of profit earned during the year, payment of dividend, share based payment reserve and due to foreign exchange translation reserve.

Capital work-in-progress/Intangible assets under development

During the year under review, we have capital work-in-progress of INR 185.84 million and INR 1.38 million on consolidated and standalone basis respectively. This predominately pertains to one data center in UAE which is being created to comply with the regulations imposed by UAE authorities for continuing our certifying business in UAE.

The intangible asset under development is INR 105.92 million on consolidated and INR 100.88 million on standalone basis. This is towards continuous development of our core products.

Inventory

The inventory of the company stood at INR 39.00 million for FY 2026 as against INR 13.99 million forFY 2025 on consolidated and INR 21.80 million for FY 2026 as against INR 13.99 million for FY 2025 on standalone basis which are convertible in the normal course of business.

Financial assets

a. Trade receivables

The days sales outstanding was at 92 days for FY 2026 as against the 96 days in the previous year on a consolidated basis. However, management does not foresee any threat to the collection despite an increase in high value billing.

b. Cash and cash equivalents

Our cash and cash equivalents comprise of balance with current account, deposit accounts and overnight funds with mutual fund houses. The closing cash and cash equivalents as on March 31, 2026 are INR 1,268.48 million and INR 883.50 million on a consolidated and standalone basis respectively.

c. Loans

The Companys loans and advances on a consolidated basis increased from INR 46.40 million as on March 31,2025 to INR 53.98 million as on March 31,2026. On standalone basis, the loans and advances increased from INR 0.35 million as on March 31, 2025 to INR 0.36 million as on March 31,2026.

Deferred tax assets / liabilities

Net deferred tax liabilities comprising deferred tax liabilities less deferred tax assets. It has increased during the fiscal 2026 primarily on account of temporary difference on depreciation/amortization expenses of the company while comparing with income tax depreciation/amortization. The net increase is INR 51.93 million and INR 45.3 million on consolidated and standalone basis in fiscal 2026.

Contingent liabilities

The Contingent liabilities on a consolidated and standalone basis as on March 31,2026 stood at INR 32.29 million as against INR 210.58 million as on March 31, 2025. The decrease of INR 177.50 million pertains to contingent liability towards repurchase of DSC stock available with the partners, based on sale of DSC to be made to their customers, which has been fully repurchased during the year. The balance decrease of INR 0.79 million pertains to Income Tax notice relating to tax deduction at source which the company has received favorable order.

II. Liquidity

Our principal source of liquidity is cash and cash equivalents and cash flow that we generate from operations. Our consolidated total cash and cash equivalents including overnight funds stood at INR 1,268.48 million as at March 31,2026. The cash and cash equivalents decreased from INR 1,885.54 million to INR 1,268.48 Million (decrease of INR 617.06 Million). This decrease was only INR 617.06 million inspite of acquisitions and capital expenditure aggregating to INR 2,482.71 Million as the balance was met out of operating cash flow.

Our current ratio in the fiscal stood at 2.9 times (average basis) consolidated, which measures our ability to pay short- term obligation or those dues within one year. This way, we can satisfy current debts as well as other payables.

III. Related party transactions

These have been given in detail in note no. 44 to the consolidated financial statements of the company.

IV. 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.

V. 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 immediately previous financial year) in key sector-specific financial ratios for standalone and consolidated in Directors Report which has been provided.

VI. Profit for the year

Net profit for the year has increased from INR 872.34 million to INR 1,100.38 million on a consolidated basis and increased from INR 186.65 million to INR 323.92 million on a standalone basis. The increase in net profit on a consolidated and standalone basis was due to growth in enterprise and trust business.

VII. Liquidity and Capital Resources

Our primary sources of liquidity have historically been cash generated from operations. We expect that cash generated from operations will be our primary source of liquidity. We believe that after taking into account cash generated from our business operations, we will have sufficient working capital for both our present and anticipated future requirements for capital expenditures and for our normal operations for the 12 months following the end of Fiscal 2026.

The following table sets out a condensed summary of our cash flows for the periods indicated:

	Consolidated	Standalone
INR in million	FY 2026	FY 2025	FY 2026	FY 2025
Net cash flows from operating activities	1,328.49	1,016.16	530.70	379.69
Net cash flows used in investing activities	(2,250.53)	(2,113.40)	(423.98)	(1,639.21)
Net cash flows from/(used) in financing activities	218.86	(213.48)	(103.49)	(105.15)
Foreign exchange differences on translation of foreign
Operations	272.98	70.59	-	-
Cash and cash equivalents at the beginning of the year	1,012.52	2,252.65	200.24	1,564.91
Cash and cash equivalents at the end of the year	582.33	1,012.52	203.47	200.24
Liquid investment & fixed deposit with maturity period of over 3 months and more	686.15	873.02	680.03	868.01
Total Cash and cash equivalents	1,268.48	1,885.54	883.50	1,068.25

Operating activities

Our net cash flow from operating activities before taxes stood at 112.78% of the profit before tax on a consolidated basis for FY 2026 as against 105.38 % for FY 2025. Net cash flow from operating activities before taxes on a standalone basis stood at 137.42% of profit before tax for FY 2026 as against 162.73% for FY 2025.

Investing activities

Net cash flow used in investing activities is INR 2,250.53 million on a consolidated basis and INR 423.98 million on a standalone basis for FY 2026. Investment in the current year mainly includes investment into further development of existing products (INR 124.62 million), new product development (INR 476.38 million) and Data Center and Server (INR 213.21 million).

Other outflows are on account of investment in Cryptas International GmbH, TWO95 International Inc., and AI Cyber Forge Inc (INR 1,101.35 million) net of asset acquired.

Financing activities

During the year under review, net cash inflow from financing activities was INR 218.86 million on a consolidated basis due to loans provided by the promoters and on standalone basis net cash outflow of INR 103.49 million for FY 2026, this is mainly due to payment of dividend.

VII. Enterprise risk Management

Listed below are some of the key risks, anticipated impact on the company and mitigation strategies:

Key Risk	Impact on the company	Mitigation
Business risk	eMudhra operates in two business segments: Trust Services comprising of:	• As our revenue from global markets including trust service and SSL business grows, concentration risk associated with revenues from a single geography or regulator, or type of certificate will reduce.
	• Issuing digital signature certificates for individuals, organizations under license from Government of India.
	The operations are audited yearly and license is renewed every 5 years
	• Individual, Organization under emSign Root (accredited under WebTrust) and empaneled/licensed by various Governments (UAE, Kenya, Mauritius etc.)
	• SSL/TLS certificates under emSign Root (governed by CA
	Browser Forum)	• Newer areas of certificate issuance for IoT devices while classified under Trust Services are not subject to regulation.
	WebTrust Audits are conducted every year
	Enterprise Solutions comprising of:
	• emSigner - eSignature Workflow Platform
	• Secure Pass - Authentication and Access Management
	• emCA/Certinext - PKI solution
		• Over time, we anticipate enterprise solutions to grow faster and this will change the revenue mix in favor of Enterprise Solutions.
	The revenue split between Trust Services and Enterprise Solutions is 20% : 80% for the year ended March 31,2026.
	The revenue split between India and International is 36% :64% for the year ended March 31,2026.
	• The trust services business is a licensed business and is predominantly generated from India. This exposes 20% of our yearly revenue of fiscal 2026 to risks
	inherent with operating a licensed activity in a single geography.
	• Enterprise Solutions are not operated under or subject to licensing requirements and to this extent are directly correlated to the demand for cybersecurity and digital transformation solutions.

Competition risk

We are faced with competition from global payers as listed below:

Type of Service	Global Player
Digital Trust Services
SSL/TLS Certificates	DigiCert (USA), Entrust (USA), Sectigo (USA) GlobalSign (Belgium)
Digital Signature Certificates	DigiCert (USA), Entrust (USA), GlobalSign (Belgium)
IoT Device Certificates	DigiCert (USA), Entrust (USA), GlobalSign (Belgium)
Digital Security Solutions
Identity and Access Management	Microsoft (USA), IBM (USA), Ping Identity (USA), Okta (USA), Sailpoint (USA), Ilantus technologies (USA), Saviynt (USA), Thales (France), Broadcom (USA)
Public Key Infrastructure	Hardware: Thales (France), HID Global (USA), Keyfactor (USA) Software: Entrust (USA), Nexus Group (Sweden), Key Factor, Digicert
Certificate Discovery	DigiCert (USA), Sectigo (USA), AppViewX (USA), Venafi (USA)
Cloud Infrastructure	Google (USA), AWS (USA)

 

• In terms of global competition, we are the Only Indian player to have the range of capabilities in our space.

• In Trust Services in India, we continue to maintain market leadership.

• Our product suite and trust services position us as a One Stop Shop giving us a unique positioning.

• Our products have several marquee reference customers and feature in many global market research reports.

• Our technology is fully in-house and proprietary allowing us to be flexible and nimble both from a delivery and pricing standpoint.

• Our delivery centers are in Bangalore at lower cost as compared to global players who have a substantially higher cost of delivery.

 

Key Risk	Impact on the company	Mitigation
	Paperless Transformation Solutions
	Paperless Transformation/ Workflow Solutions	Adobe (USA), OneSpan (USA), DocuSign (USA), Alpha Trust (USA), WISeKey (Switzerland)

In the digital signature certificate/CA market, we are faced with the following competition in Indian markets:

Licensed CAs	Class 1-3 DSCs	eSign	SSL and Code Signing Certificates	Time Stamping
eMudhra	Yes	Yes	Yes**	Yes
Safecrypt	Yes	Yes	No	Yes
IDRBT	YesA	No	YesA	YesA
(n)Code Solutions	Yes	Yes	Yes*	Yes
CDAC	No	Yes	No	No
Capricorn	Yes	Yes	No	Yes
Protean	No	Yes	No	No
V Sign (Verasys)	Yes	Yes	No	No
Indian Air Force	YesA	YesA	No	YesA
CSC	No	Yes	No	No
RISL (RajComp)	Yes	Yes	Yes*	Yes
Indian Army	YesA	YesA	YesA	YesA
ID Sign	Yes	Yes	No	Yes
CDSL Ventures	No	Yes	No	No
Pantasign	Yes	No	No	No
Xtra Trust	Yes	No	No	No
ProDigiSign	Yes	No	No	No
Sign X	Yes	No	No	No
Care 4 sign	Yes	No	No	No
IGCAR	Yes	No	No	No

*The Root CA Certificate of India is listed only in Microsoft products (including IE)

** Accredited to all leading browsers like Microsoft, Mozilla and Apple

A only for private use

Technology Risk	• eMudhra is heavily dependent on technology for the delivery of services to its customers.	• Our technology teams are constantly upgrading the
Key Risk	Impact on the company	Mitigation
	• eMudhra develops proprietary IP for the delivery of trust services and enterprise solutions and manages:	products with release roadmaps planned well in advance.
	• Application Development Lifecycle
	• Product Customization, Maintenance and Upgrades	• Use of open-source software is studied with respect to the usage rights and only those software which are usable without redistribution of our source code is used. All other software is distributed only through commercial redistributable licenses.
	• Product Security
	• The technology delivery also can be broadly categorized into:
	• Delivery of services through eMudhras data centers
	- Thisincludes trust service applications, eSign service and portals for partner, customer management.
	• Delivery of services through Cloud hosting providers
	- Thisincludes eSignature workflow offerings.
	• Applications hosted on customer data centers
	- Thisincludes emSigner, emAS and emCA.
	• This presents us with the following risks:	• Our infrastructure is setup for High Availability and Redundancy and continuously being upgraded in line with recommendations from Board Technology Committee,
	• Technology Obsolescence
	• Talent Risk
	• Risk of using open-source software
	• Physical infrastructure management (in the context of applications hosted and offered by us through a Softwareas Subscription)
	• Product, Infra security and Cyber Risks
		• All products and infrastructure undergo regular internal and external VAPT assessments.
		• Key members of the technology team are retained through a combination of salary, incentives and ESOPs. For the other members, we have a strong lateral/fresher hiring system combined with adequate training for them to get upto speed quickly.
Legal/Regulatory Risk	eMudhras Trust Service and Enterprise Solutions business is reliant on:	• Digital Signature acceptance is driven by UNCITRAL Model Law on eSignatures 2000, which has been incorporated into most countries
	• Licenses being obtained from regulators for the issuance of digital signature certificates for individuals/organizations, Ongoing Webtrust accreditation, compliance with CA/Browser Forum requirements and acceptance of our Root Certificate by the Browsers for thecontinued issuance of SSL certificates.
	• Verification, storage and processing of identity data of individuals/organizations and therefore compliance withrelevant privacy regulations	Electronic Transactions Act or Information
	• Acceptance of digital signature certificates by relyingparties such as Governments, Banks etc. for authentication, signing and other use cases	Technology Act. Thus, the acceptance of technology has been there for > 20 years.
	• Signing of contracts with customers with potentially stringent clauses including liability and indemnity
		• eMudhra maintains strong document archival/retrieval system coupled with audit trails to be able to respond to information requests in an expedited manner. eMudhra has had clean audits from the beginning of its operations.
	In the above context, eMudhra faces the following legal/regulatory risks:
	• Inability to comply with changes in guidelines, audit requirements or maintain its license in India or othergeographies.
	• Being subject to request for evidence, litigation in case ofdigital signature mis-use.
	• Insufficient regulatory push, adverse changes to ElectronicTransactions Act or lack of relying party adoption.
		• eMudhra continuously maintains various ISO certifications for Information Security, privacy certifications for GDPR and HIPAA.
	• Local data storage requirements for operation of trust services in geographies such as European Union, Indonesiaetc.
	• Inability to comply on an ongoing basis with privacyguidelines such as GDPR.
	eMudhra is bound by contractual obligations for timely delivery, support, fulfillment of SLA obligations, IP infringement protection, confidentiality and other clauses. Material breach of these clauses typically triggers service credits, liability and indemnity cover that we provide to our customers.	• Being an early mover in the space, eMudhra regularly conducts/participates in global bodies that drive digital signature adoption. eMudhra works with global regulators to build awareness and use cases for technology adoption.
		• Generally, in our agreements, we limit our liabilities to actual damages only and an indemnity cap of previous 12 months fee received from the client. The only exclusions include IP infringement, confidentiality, gross negligence and willful misconduct.
Operations Risk	eMudhras operations are broadly split into the following areas:	• Identity verification personnel form part of a Trusted Personnel List who undergo onboarding training, skill assessment and periodic reassessment to ensure they are fully aware of guidelines.
	• Identity Verification or Validation Operations
	• Customer Support
	• IT Operations
	In the above context, eMudhra faces the following risks:
	• In terms of identity verification, eMudhra is responsible for following appropriate guidelines for identity verification for issuance of digital signature certificates. Incorrect interpretation of guidelines or inaccurate vetting could result in potential audit violations.
		• In terms of customer support, eMudhra has a strong training program to ensure customer support agents for both trust service/enterprise solutions are adequately trained and are able to support customers effectively. This is further enhanced to quality and audit initiatives to assess and recalibrate support effectiveness and resolution.
	• In terms of customer support, eMudhra deals with a large set of retail customers and partners for trust services business and supporting them requires a dedicated team of experts. Continuous poor experience in delivering support could result in brand and reputation risk and risk of renewal.
	• eMudhra also deals with several large and mid-size Enterprise customers who demand timely delivery and support for products supplied. Poor support experience could result in reputation risk.
	• eMudhra runs internal IT Operations teams for managing user infrastructure, source code systems, secure network connections etc. Improper management could result in service disruptions that affects our ability to deliver services effectively to our clients.
		• eMudhra maintains redundancy/backups for critical internal systems ensuring minimal service disruption for internal IT systems.
Financial and Compliance Risk	The following financial risks could typically affect eMudhras ability to maintain profitability and cash flows:	• eMudhra follows a robust mechanism for collection of receivables and extends credit only to trustworthy parties or parties with whom eMudhra has a history of association.
	• Receivables Risk, eMudhra provides credit period to its partners and customers for sale of its products. These are unsecured credit and typically based on history of association of customer with eMudhra.
	• eMudhra also deals with certain sectors in certain countries across emerging markets which may be considered risky from a payment recoverability standpoint.
		• eMudhra regularly transfer prices foreign exchange collections and brings the money to India to minimize the impact of currency movements from time of receipt.
	• Any non-recoverability of amounts could result in provisioning in P/L and consequent reduction in profitability and cash flows.
	• Foreign Exchange risk, eMudhra derives 64% of its FY 2025-26 revenues from international operations where realization happens in USD, EUR, AED and other currencies. Adverse
	movements in currencies as compared to INR could result lower realization in INR where substantial costs are incurred.
	The following financial risks could typically affect eMudhras ability to maintain profitability and cash flows:	• eMudhra has a strong compliance team with oversight through secretarial audit, internal audit, external audit and committees of the Board for supervisory duty.
	• Compliance Risk, as a public company, eMudhra is subject to various laws and guidelines such as SEBI guidelines, Income Tax Act, Companies Act, FEMA guidelines etc. which involve several monthly, quarterly and annual compliance and reporting. Lack of timely compliance could involve penalties, tax notices etc.
Human Resource Risk	Being a technology focussed company, eMudhra is dependent heavily on its people for:	• eMudhras key employees at management level, 2nd and 3rd level from Chairman are incentivized through a combination of healthy salary, bonus and ESOP and a conducive working environment creating a high level of stickiness.
	• Building innovative products
	• Delivering these products as services or solutions to its customers
	• Supporting them
	• Like other IT companies, eMudhra faces the risk of continuously being able to attract and retain talent and cost pressures as a result of high compensation hikes.
		• As a player operating in a niche but growing space, eMudhra provides a strong career path for those associated with the company.
		• eMudhra maintains a robust fresher hiring and training program helping us mitigate effects of employees leaving the company.
		• eMudhra also continues to invest in automation of various processes through tools reducing the dependence on manpower for certain processes to a significant extent.

VIII. Internal Financial Control Systems and their Adequacy

eMudhra Limited has aligned its current systems of internal financial control with the requirement of Companies Act 2013. The Internal Control - Integrated Framework (the 2013 framework) is intended to increase transparency and accountability in an organizations process of designing and implementing a system of internal control. The framework requires a company to identify and analyze risks and manage appropriate responses. The company has successfully laid down the framework and ensured its effectiveness. Our internal controls are commensurate with its size and the nature of its operations. These have been designed to provide reasonable assurance with regard to recording and providing reliable financial and operational information, complying with applicable statutes, safeguarding assets from unauthorized use, executing transactions with proper authorization and ensuring compliance with corporate policies. eMudhra has a well-defined delegation of power with authority limits for approving contracts as well as expenditure. Processes for formulating and reviewing annual and long-term business plans have been laid down. eMudhra uses centralized Microsoft Business Central to record data for accounting, consolidation and management informationpurposes.

eMudhras management assessed the effectiveness of the companys internal control over financial reporting (as defined in Regulation 17 of SEBI LODR Regulations 2015) as of March 31, 2026. M/s Suri and Co, the statutory auditors of eMudhra have audited the financial statements included in this annual report and have issued an attestation report on the companys internal control over financial reporting (as defined in section 143 of the Companies Act 2013).

We have appointed M/s CNGSN Associates and LLP to carry out internal audit of its activities. The audit is based on an internal audit plan, which is reviewed each year in consultation with the statutory auditors and approved by the audit committee. In line with this, the conduct of internal audit is oriented towards the review of internal controls and risks in the companys operations such as software delivery, accounting and finance, procurement, employee engagement, travel and insurance.

eMudhra also undergoes periodic audit by specialized third party consultants and professionals for business specific compliances such as quality management, service management, information security, etc.

The audit committee reviews reports submitted by the management and audit reports submitted by internalauditors and statutory auditors. Suggestions for improvement are considered and the audit committee follows up on corrective action. The audit committee also meets the statutory auditors to ascertain, inter alia, their views on the adequacy of internal control systems and keeps the board of directors informed of its major observations periodically.

Based on its evaluation (as defined in section 177 of the Companies Act 2013 and Regulation 18 of SEBI LODR Regulations 2015), the audit committee has concluded that, as of March 31, 2026, the companys internal financial controls were adequate and operating effectively.

IX. Conclusion

eMudhra continuously evaluates risks applicable to its business on an ongoing basis and takescorrective measures to mitigate the effect of such risks. At a high level, the key focus of the company from a derisking standpoint would be on:

• Product Innovation

• Geographical Diversification

• Segment Diversification

• Strong Financial/Operational MIS with highlight on exceptions on a real time basis

• Compliance Management

• Talent acquisition and retention through Strong HR/Recruitment program