eMudhra Ltd Directors Report

To,

The Members, eMudhra Limited

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 speci ed, 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 benef its 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)	270.45	286.48	1,073.98	926.62
VIII Tax expense
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	- 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)	-	-	-0.66	-
Items that will be reclassified subsequently to profit or loss
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 Companys 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:

Account Opening Product Activation Re KYC

b) Digital Lending

Home Mortgage Loan Personal Loan Auto Loan

c) Broking

Account Opening Power of Attorney Trade Confirmations

d) eStamping

Revenue Stamps Judicial Stamps

e) Procurement

Vendor Agreements Purchase Orders Service Level Agreements

f) HR, Legal and Sales

Employee Agreements NDAs 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 identities—bridging 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. GenerativeAI 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 Trust 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 years 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.

Ratio	Numerator	Denominator	For the year ended March 31, 2025	For the year ended March 31, 2024	Variance %	Reason for major variance
Current Ratio	Current Assets	Current Liabilities	5.40	7.90	(32)	During the year the company has utilized the QIP fund for the objects of QIP
Return on Equity Ratio	Net Income	Average Shareholder Equity	0.03	0.05	(28)	Due to QIP in last quarter of pervious year the equity base has increased hence reduction in ratio
Inventory Turnover Ratio	COGS	Average Inventory	13.05	13.41	(3)	No major variance
Trade Receivables turnover ratio	Revenue from operations	Avg Accounts Receivable	4.10	4.51	(9)	No major variance
Trade Payables turnover ratio	Purchases of hardware	Avg Accounts payables	1.65	1.81	(9)	No Major Variance during the year.
Net capital turnover ratio*	Revenue from operations	Working Capital	3.55	3.04	17	No major variance
Net profit ratio	Net Profit	Revenue from operations	0.09	0.11	(21)	No major variance
Return on Capital employed	EBIT (Earnings before interest and tax)	Capital Employed (Total Assets - Current Liabilities)	0.05	0.06	(18)	no major Variance
Return on investment**	Net income	Cost of investment	0.08	0.03	212	During the year, the company has invested in debt funds more compare the FD hence the ratio is improved.

* The Working capital considered as denominator does not include cash and cash equivalents and current investments.

** Cost of investment considered as denominator includes fixed deposit made with banks and Net income considered as numerator includes interest earned on fixed deposits

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

1 2. 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 managements objective of the efficient conduct of business, which includes:

• Adherence to policies

• Safeguarding of assets

• Prevention and detection of fraud and error

• Accuracy and completeness of accounting records

• Timely preparation of reliable financial information

The internal financial control system also comprises the following procedures:

• Authorisation matrix for approval of expenses and revenue pricing

• Internal check and control – finance approval for issuance of P.O., vendor invoice approval, online payment approval, etc.

• Upgraded accounting package

• Cost centre-wise data recording

• Weekly reconciliation of bank accounts

• Monthly closure of books of accounts

• Yearly physical verification of assets

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

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

• 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

• Several daily, weekly, and monthly reports for analysis

Reporting:

• Daily sales and operating MIS

• Weekly reporting of fund position

• Monthly MIS report

• Cost centre reporting – branch/vertical-wise

• Other reports on a need basis

• Daily collection report

• Fortnightly receivables report

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

Monitoring:

• Online access to all operating bank accounts for continuous monitoring

• Monthly financial review

• Quarterly internal audit

• Quarterly review of accounts by the statutory auditors

• Yearly audit by statutory auditors

• Monitoring of all statutory compliances

• CCA internal audit and yearly CCA external audit

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

• 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 Trust.

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

1 6. 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.

1 7. 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.

1 8. 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.

1 9. 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.

2 0. 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.

2 2. 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.

2 3. 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.

2 4. Secretarial Standards

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

2 5. 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:

Name	Ratio of Remuneration of each Director to median remuneration of Employees	% Increase in remuneration in the 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:

Name	Remuneration for FY 2024-25 (INR in Million)	% Increase in remuneration in the financial year
Executive Directors:
V. Srinivasan	-	-
Executive Chairman and Director
Venu Madhava	6.33	9.8%
Whole Time Director
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.

2 7. 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.

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. Sr. No SUBSIDIARY	COMPANY PROFILE
1 eMudhra Technologies Limited	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	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	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	The company is a marketing company for eMudhra products and allied services in Middle East Africa [MEA] region. it has also built its own Certifying Authority product. eMudhra DMCC owns 100% share capital of eMudhra Kenya Limited which is a marketing company for eMudhra products and allied services in Kenya and is also a certifying authority in Kenya.
5 eMudhra INC	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. It has also built its own Certifying Authority product.
	eMudhra Inc owns 51% interest in Ikon Tech Services LLC engaged in Technology Services business. It also owned 86.8% of TWO95 International Inc, which is engaged in Technology Services. Sendrcrypt Technologies Inc which was acquired by eMudhra Inc has been amalgamated with eMudhra Inc. Recently, it has incorporated a new subsidiary by name CertiNext Inc. for selling digital certificate related products.
6 eMudhra PTE Ltd	The company is a marketing company for eMudhra products and allied services in Asia -Pacific [APAC] region.
7 eMudhra B. V	The company is a marketing company for eMudhra products and allied services in Europe region
8 PT eMudhra Technologies Indonesia	The company is a marketing company for eMudhra products and allied services in Indonesia.

2 8. 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. Auditors

1 . 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 2024–25. 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.

3 3. 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.

3 4. 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.

3 5. 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.

3 6. 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) times—on April 29, 2024; July 30, 2024; October 29, 2024; and January 28, 2025—during 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. Shares

a. 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.

4 1. 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 processes—eliminating 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.