To,
The Members, eMudhra Limited
Your directors take pleasure in presenting the 18th 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, 2026. Unless expressly specified, all references in this report pertain to the
consolidated performance of the Company.
1. Results of our Operations
(All amounts are in INR million, unless otherwise specified)
|
Standalone |
Consolidated |
| Particulars |
FY 2026 |
FY 2025 |
FY 2026 |
FY 2025 |
| Income from operations |
|
|
|
|
| Income from operations |
2,686.67 |
2,029.60 |
7,015.80 |
5,193.85 |
| Other income, net |
81.9 |
91.45 |
115.99 |
84.51 |
| Total Income from operations (Net) |
2,768.57 |
2,121.05 |
7,131.79 |
5,278.36 |
| Expenses |
|
|
|
|
| Operating expenses |
771.41 |
492.66 |
2,769.41 |
2,112.33 |
| Purchase of stock-in -trade |
457.85 |
305.07 |
547.46 |
305.07 |
| Changes in inventories of stock-in-trade |
-7.8 |
15.37 |
-25.01 |
15.37 |
| Employee benefits expense |
595.6 |
578.38 |
1,388.06 |
929.64 |
| Finance costs |
15.69 |
0.27 |
50.69 |
11.58 |
| Depreciation and amortisation expense |
159.46 |
152.35 |
342.51 |
238.26 |
| Other expenses |
341.5 |
306.5 |
745.54 |
592.13 |
| Total expenses |
2,333.71 |
1,850.60 |
5,818.66 |
4,204.38 |
| Profit before exceptional items and tax for the
period/year |
434.86 |
270.45 |
1,313.13 |
1,073.98 |
| Exceptional items |
|
|
1,313.13 |
1,073.98 |
| Profit before tax for the period/year |
434.86 |
270.45 |
- |
- |
| Tax expense |
|
|
|
|
| Tax expenses (including deferred tax) |
110.94 |
83.8 |
1,313.13 |
1,073.98 |
| Profit for the period/year |
323.92 |
186.65 |
212.66 |
201.64 |
| Other comprehensive income |
|
|
|
|
|
|
|
1,100.47 |
872.34 |
| Items that will not be reclassified to profit or loss (net of
tax) |
|
|
-0.09 |
- |
| Other comprehensive income for the period/year |
2.2 |
-3.7 |
1,100.38 |
872.34 |
| Total comprehensive income for the period/year |
|
|
|
|
| Paid-up-equity share capital (Face Value of Rs. 5/- each) |
2.2 |
-3.7 |
1.04 |
-1.81 |
| Other Equity |
- |
- |
501.18 |
60.17 |
| Earnings per share (Face value of share Rs. 5/- each) (not
annualised) |
|
|
502.22 |
58.36 |
|
326.12 |
182.95 |
1,602.60 |
930.7 |
|
414.06 |
414.06 |
|
|
|
5,377.52 |
5,038.64 |
1,077.92 |
846.38 |
| Non-controlling interests |
|
|
22.46 |
25.96 |
| Owners of eMudhra Limited |
|
|
502.22 |
58.36 |
| Total comprehensive income attributable to |
|
|
|
|
| Owners of eMudhra Limited. |
|
|
|
|
| Non-controlling interests |
- |
- |
1,580.14 |
904.74 |
|
3.91 |
2.25 |
13.14 |
10.41 |
| Paid-up-equity share capital (Face Value of Rs. 5/- each) |
3.91 |
2.25 |
13.02 |
10.22 |
| Other Equity |
|
|
|
|
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://drive.google.com/file/d/17cToU-Y9Nd3oS8nZSpqjK-jIyABpRGoL/view. The
Dividend distribution policy provides for declaration of dividend upto
25% of the annual consolidated profits after tax of the Company and gives flexibility to
the Board of Directors to declare any dividend within the above limit having regard to
past dividend history and several factors outlined in the policy. Taking into account all
the above factors, your board proposes to recommend a final equity dividend of 25% on the
paid-up equity share capital.
3. Retained Earnings
The closing balance of the retained earnings of the Company for FY
2026, after all appropriations and adjustments, was INR 3,660.47 million and INR 1082.04
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 13 subsidiaries as on March 31, 2026, out of which 2
are Indian subsidiaries and the rest are foreign subsidiaries (list of subsidiaries are
provided in point no. 27 with description of activities performed by each). In PT eMudhra
Technologies Indonesia, the Company owns 60% and the remaining 40% is held by outsiders
who are 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
93.4% 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. The company's European
subsidiary eMudhra BV holds 51% interest in Cryptas International GmbH. All other
subsidiaries are directly or indirectly owned 100% by eMudhra Limited. AI Cyber Forge 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. The Company also acquired 51% of Cryptas International GmbH as
indicated above during the year.
In terms of Section 136 of the Companies Act, 2013, the company has not
attached the financial statements of its subsidiary companies. The financial information
about the foreign and Indian subsidiary companies has been duly audited by the respective
qualified auditors wherever required. For consolidation under Ind AS, these have been
audited by the company's statutory auditors.
The consolidated financial statements presented by the company, which
form part of this annual report, are also based on the financial statements of its
subsidiary companies.
The financial statements of the subsidiaries are available on our
website at www.emudhra.com. in accordance with Regulation 46 of the SEBI (LODR)
Regulations, 2015.
5. Management Discussion and Analysis
Management Discussion and Analysis as required under Schedule V of the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations. 2015 ("Listing Regulations") is provided separately in the Report.
6. Transfer of Unpaid Dividend to Investor Education and Protection
Fund
The Company has paid all the dividends declared by it to the
beneficiaries within 30 days. However. there are a few unpaid dividends as on the balance
sheet date. and the list of unpaid dividends has been uploaded on the Company's website.
Since the prescribed period has not yet lapsed in respect of these unpaid dividends. no
amount has been transferred to the Investor Education and Protection Fund.
7. Review of Business operations including its subsidiaries
The consolidated financial statements of the Company represent the
audited financials of eMudhra Limited along with its 100% subsidiaries: eMudhra Consumer
Services Limited. India; eMudhra Technologies Limited. India; eMudhra (MU) Ltd. Mauritius;
eMudhra DMCC. UAE; eMudhra PTE LTD. Singapore; eMudhra INC. USA; eMudhra B.V.. The
Netherlands; eMudhra Kenya Limited. Kenya; and its 60% subsidiary. PT eMudhra Technologies
Indonesia. Indonesia. The financials of Ikon Tech Services LLC. Two95 international Inc
and Certinext Inc are consolidated with those of eMudhra Inc.. as eMudhra Inc. holds a 51%
partnership interest in Ikon Tech Services LLC. 93.4% shareholding in Two95 International
Inc and 100% in Certinext Inc. AI Cyberforge Inc which was acquired by eMudhra Inc during
the year has been amalgamated with eMudhra Inc. The financials of Cryptas International
GmbH and its subsidiaries are consolidated with those of eMudhra BV as eMudhra BV holds
51% shareholding in Cryptas International GmbH.
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 38.7%
globally during the year 2025-26. The enterprise solutions business in India increased by
27.6%. 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. SecurePass 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
(a) 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. 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.
(b) SecurePass
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 Securepass (Identity and
Authentication Management Solution) provide solution to this problem by combining customer
IAM, workforce IAM and device IAM. Securepass in conjunction with certinext powers zero
trust at application and data layer. Adaptive authentication capabilities have also been
provided in securepass. We are further strengthening this product in the areas of
converged identity, privileged access management and ability to provide access graphs.
(c) 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 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
(d) 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
(e) Generative AI 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:
During the year 2025-26 we entered European Region in a big way with
the acquisition of Cryptas International GmbH. This has paved way for our entry into
German Speaking countries such as Austria, Germany, Switzerland and Liechtenstein. With
more synergies falling in place due to IKON and Two 95 acquisition and with recruitment of
senior resources our positioning in USA strengthened further. We had deeper penetration in
African and Middle east markets. Further our penetration in Philippines and Malaysia
improved further during the year. We also opened our presence in Central Asian Region
through our office in Kazakhstan. With the improvement in the features for our products,
improvement in the range of products and deepening our international partnership and our
reach, our international positioning strengthened considerably during the year. With all
this, our international revenue increased by 38.7 % during 2025-26.
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 27.6% Enterprise Solution- Rest of the world
During 2025-26, the enterprise business division in the Rest of the
World grew by 38.3% (including IKON, Two95, Cryptas) compared to the year 2024-25. The
growth was driven by deeper penetration of our solutions in the Middle East, Africa, USA
and entry in Europe. 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 32.3% compared to the previous
year.
8. General
(a) Standalone:
The revenue from operations of the Company on a standalone basis for
the year ended 31st March 2026, was INR 2,686.67 million, showing an overall increase of
32.4% as compared to the previous year's revenue of INR 2,029.60 million. As indicated
earlier, the Trust Services business and enterprise business grew by 30.0% and 34.7%
respectively
The EBITDA increased by 44.2% to INR 609.99 million during the
reporting period from INR 423.07 million in the previous year. EBITDA for the financial
year is 22.0% of total revenue, as compared to 19.9% in the last financial year.
The profit before tax and appropriations for the year under review is
INR 434.86 million, as compared to INR 270.45 million in the previous year, showing an
increase of 60.8%.
The profit after tax and before appropriations in the financial
statements for the year is INR 323.92 million, as compared to INR 186.65 million in the
previous financial year.
The basic and diluted earnings per share on a standalone basis
increased to INR 3.91 per equity share (face value of INR 5 per share) from INR 2.25 per
share, showing an increase of 73.5%.
(b) Consolidated:
The consolidated revenue of the Company for the reporting period was
INR 7,015.80 million, as compared to INR 5,193.85 million in FY 2025, showing a growth of
35.1% in consolidated revenue.
The consolidated EBITDA for the year under review is INR 1,654.26
million as compared to INR 1,248.02 million during the previous year showing a growth of
28.9% as compared to previous year.
The Profit before tax and before appropriations in the consolidated
financial Statement for the year is INR 1,313.13 million as compared to a profit before
tax of INR 1,073.98 million during the previous financial year showing a growth of 22.3%.
The Profit after tax and before appropriations in the consolidated
financial Statement for the year is INR 1,100.38 million compared to a profit of INR
872.34 million during the previous financial year showing a growth of 26.1 %.
The basic earnings per share on a consolidated basis increased to INR
13.14 per equity share with a face value of INR 5 per share from INR 10.41 per share in
the last financial year.
(c) 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, 2026 |
For the year ended March
31, 2025 |
Variance % |
Reason for major variance |
| Current Ratio |
Current Assets |
Current Liabilities |
2.90 |
5.40 |
(46) |
Decrease is on account of increase in liabilities (trade
payables) |
| Return on Equity Ratio |
Net Income |
Average Shareholder Equity |
0.06 |
0.03 |
66 |
Improved in profitability due to increased business
operations and related profitability. |
| Inventory Turnover Ratio |
COGS |
Average Inventory |
24.33 |
13.05 |
86 |
Increase due to improved sales performance in crypto tokens
and hardware. |
| Trade Receivables turnover ratio |
Revenue from operations |
Avg Accounts Receivable |
4.70 |
4.10 |
14 |
No major variance |
| Trade Payables turnover ratio |
Purchases of hardware |
Avg Accounts payables |
1.45 |
1.65 |
(12) |
No Major Variance during the year. |
| Net capital turnover ratio* |
Revenue from operations |
Working Capital |
4.73 |
3.55 |
33 |
Increase due to increased business operations and effective
utilisation of working capital |
| Net profit ratio |
Net Profit |
Revenue from operations |
0.12 |
0.09 |
31 |
Increase due to increased business of higher margin products |
| Return on Capital employed |
EBIT (Earnings before interest and tax) |
Capital Employed (Total Assets - Current Liabilities) |
0.07 |
0.05 |
55 |
Increase due to increased business operations and higher
margin products |
| Return on investment* * |
Net income |
Cost of investment |
0.07 |
0.08 |
(14) |
No Major Variance |
* 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
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 |
2025-26 |
2024-25 |
| Earnings |
54.20 |
22.95 |
| Outgo |
7.09 |
8.09 |
12. Corporate Social Responsibility (CSR) initiatives
CSR initiatives and activities are aligned with the requirements of
Section 135 of the Act. A brief outline of the CSR policy of the Company and the
initiatives undertaken by the Company during the year are set out in Annexure A of this
report, in the format prescribed under the Companies (Corporate Social Responsibility
Policy) Rules, 2014.
The vision of our CSR initiatives is for eMudhra to be a socially and
environmentally responsive organisation committed to improving the quality of life both
within and outside the organisation. At eMudhra we are looking to integrate social and
environmental concerns into our operations and interactions with stakeholders, where we go
beyond profit-making to contribute positively to society and the environment. The CSR
activities of eMudhra focuses on enhancing and building the skills including in the field
of IT and look at unlocking the potential that is available with the people in our
society. The Annual Report on our CSR activities is appended as Annexure A to the Board's
Report.
The Company's CSR Policy is available on the Company's website at
https://drive.google.com/file/d/1bdy56br5rvpsMbuRiy1b93GrFtc2aSu6/view
13. Internal Financial Control Systems and their Adequacy
eMudhra has an effective Internal Financial Control System, wherein the
policies and internal controls adopted assist in achieving management's objective of the
efficient conduct of business, which includes:
• 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. 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.
On standalone basis, company has an outstanding investment of INR
2,612.37 million [2025: INR 2,056.26 million] in equity shares of various
subsidiary/associate companies and has a loan outstanding of Nil [2025: Nil].
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 31,2026, the Board of Directors of your
Company comprised seven Directors, viz., two Executive Directors and five 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.
The Board of Directors approved the appointment of Mr. Kaushik
Srinivasan as Wholetime Director and Mr. Arvind Srinivasan as Director of the Company,
subject to Members' approval. The approval of the Members was obtained through Postal
Ballot in accordance with the provisions of the Companies Act, 2013. Accordingly, the said
appointments became effective from April 01,2026.
As of March 31, 2026, the Company had designated the following as Key
Managerial Personnel:
| 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 |
With effect from April 01, 2026, Mr. Kaushik Srinivasan has also been
designated as Key Managerial Personnel.
16. Committees of the Board
The details of the powers, functions, composition, and meetings of the
Committees of the Board held during the year are given in the Report on Corporate
Governance section forming part of the Annual Report.
17. Board Meetings
The Board of Directors of the Company met five times during the year
under review. The details of these Board Meetings are provided in the Report on Corporate
Governance section forming part of the Annual Report. The necessary quorum was present for
all the meetings. The maximum interval between any two meetings did not exceed 120 days.
18. Board Evaluation
The Board of Directors has carried out an annual evaluation of its own
performance, the performance of board committees, and individual directors pursuant to the
provisions of the Companies Act and SEBI Listing Regulations. The performance of the Board
was evaluated by the Board after seeking inputs from all the directors based on 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 based on criteria such as the composition of
committees, effectiveness of committee meetings, etc. The above criteria are broadly based
on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of
India (SEBI) on January 5, 2017. In a separate meeting of Independent Directors, the
performance of Non-Independent Directors, the Board as a whole, and the Chairman of the
Company were evaluated, considering the views of Executive Directors and NonExecutive
Directors.
The performance of individual directors, based on criteria such as the
contribution of the individual director to the Board and committee meetings, preparedness
on the issues to be discussed, meaningful and constructive contribution, and inputs in
meetings, etc., was also carried out. At the Board meeting that followed the meeting of
the Independent Directors and the meeting of the Nomination and Remuneration Committee,
the performance of the Board, its committees, and individual directors was also discussed.
Performance evaluation of Independent Directors was done by the entire Board, excluding
the Independent Director being evaluated.
19. Policy on Directors' Appointment and Remuneration and Other Details
The Company appoints directors based on need. They are selected based
on merit, and their appointment, remuneration, and other eligibility parameters are vetted
by the Nomination and Remuneration Committee. The Nomination and Remuneration Committee
for the year 2025-26 consisted of Dr. N. L. Sarda, Chairman, Mr. Venkatadri Chandrasekaran
and Ms. Chandra Iyer.
The Company's policy on the appointment of directors is available on
the Company's website at www.emudhra.com. The policy on remuneration and other matters
provided in Section 178(3) of the Act has been disclosed in the Corporate Governance
Report, which is a part of this report and is also available on the Company's website at
www.emudhra.com.
20. Corporate Governance
Your Company has taken adequate steps to adhere to all the stipulations
laid down in the Listing Regulations. A report on Corporate Governance is disclosed
separately in the Annual Report
21. Internal complaints committee
The Company has constituted an Internal Complaints Committee (IC) to
consider and resolve all sexual harassment complaints reported by women. The constitution
of the IC is as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013. There was one such case reported during the year, and the
committee found that there was no merit in the case.
22. Declaration by independent directors
Pursuant to the provisions of Section 149 of the Companies Act, 2013
and Regulation 25(8) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Independent Directors of the Company have submitted their
declarations that each of them meets the criteria of independence as provided in Section
149(6) of the Companies Act, 2013, along with the rules framed thereunder and Regulation
16(1)(b) of the SEBI Listing Regulations. There has been no change in the circumstances
affecting their status as Independent Directors of the Company. During the year under
review, the NonExecutive Directors of the Company had no pecuniary relationship or
transactions with the Company, other than sitting fees, commission, and reimbursement of
expenses, if any.
23. Annual Return
Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies
Act, 2013, an extract of the annual return in the prescribed format is available on the
Company's website at www.emudhra.com.
24. Secretarial Standards
The Company complies with all applicable mandatory secretarial
standards issued by the Institute of Company Secretaries of India.
25. Particulars of Employees
The information under Section 197 of the Act read with Rule 5 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are as under:
I. The ratio of the remuneration of each Director to the median
remuneration of the employees of the company for the financial year 2025-26:
| Name |
Ratio of Remuneration of each Director to
median remuneration of Employees |
% Increase in remuneration in thefinancial
year |
| Non-executive Directors: |
|
|
| N L Sarda |
2.94 |
9.02% |
| Chandra Iyer |
2.71 |
14.06% |
| Chandrasekar Padmanabhan |
2.83 |
11.38% |
| V Chandrasekaran |
2.78 |
NA |
| Shivanand Shettigar |
2.32 |
NA |
| Executive Directors: |
|
|
| V. Srinivasan, Executive Chairman and Director* |
- |
- |
| Venu Madhava, Whole Time |
10.90 |
5.20% |
| Director** |
|
|
* Has not paid any remuneration from eMudhra Limited and subsidiary
during the FY 2025.
** Does not consider 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 2025-26:
| Name |
Remuneration for FY 2025-26 |
% Increase in remuneration in the financial
year |
|
(INR in Million) |
|
| Executive Directors: |
|
|
| V. Srinivasan |
- |
- |
| Executive Chairman and Director |
|
|
| Venu Madhava |
7.14 |
12.8% |
| Whole Time Director |
|
|
| Chief Financial Officer: |
|
|
| Ritesh Raj Pariyani |
5.31 |
42.4% |
| Company Secretary: |
|
|
| Johnson Xavier |
3.68 |
12.2% |
a) The percentage increase in the median remuneration of the employees
of the Company for the financial year 2025-26 was 7.1%
b) The number of permanent employees on the rolls of Company: There
were 604 (Six Hundred and Four) permanent employees on the rolls of eMudhra Limited as on
March 31, 2026. The total number of employees on eMudhra and group companies are 861
(Eight Hundred and Sixty-one).
c) It is affirmed that the remuneration is as per the nomination and
remuneration policy of the Company, which is published on the company website at
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 2025-26.
27. Subsidiaries, joint ventures and associate companies
During this year, your company has made additional investment of INR
14.32 million, INR 75.63 million and INR 390.55 million by way of subscription to equity
shares of eMudhra INC, eMudhra PTE Ltd and eMudhra BV.
The financial statements together with related information and other
reports of the material subsidiaries are available on the website at www.emudhra.com.
Your Company's policy on material subsidiary is also available on the
website at www.emudhra.com.
| In accordance with Section 129 (3) of the
Act, a separate statement containing salient features of the financial statement of the
subsidiaries of the company in Form AOC-1 is given in Annexure C. Sl. No |
SUBSIDIARY |
COMPANY PROFILE |
| 1 |
eMudhra Technologies Limited |
• 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 in the market. |
| 3 |
eMudhra MU Limited |
• The company 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 93.4% of TWO95 International
Inc, which is engaged in Technology |
|
|
Services. AI Cyberforge Inc which was acquired by eMudhra Inc
has been amalgamated with eMudhra Inc. It also owns 100% interest in CertiNext Inc. for
selling digital certificate, certificate life cycle management and 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. • eMudhra
BV owns 51% interest in Cryptas International GmbH which is engaged in cyber security
related business in Europe |
| 8 |
PT eMudhra Technologies Indonesia |
• The company is a marketing company for eMudhra
products and allied services in Indonesia. |
28. Related Party Transactions
The Board of Directors has approved related party transactions, all of
which are in the normal course of business and on an arm's length basis. A summary of the
related party transactions is also provided in Note No. 44 of the audited financial
statements.
Since all related party transactions entered 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
(a) 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, 2026, 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.
(b) 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 2025-2026, 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.
(c) Internal Auditor
In the last year, we appointed CNGSN & Associates as Internal
Auditors for FY 202526. We propose to continue with them as Internal Auditors for FY
2026-27.
31. Details in respect of frauds reported by auditor under section
143(12) of the Companies Act, 2013
During the year under review, there were no frauds reported by the
auditors to the Audit Committee or the Board under Section 143(12) of the Companies Act,
2013.
32. Disclosure relating to maintenance of cost records
The Central Government has not prescribed the maintenance of cost
records under Section 148 of the Companies Act, 2013, for any of the services rendered by
the Company.
33. Audit Committee
The details pertaining to the composition of the Audit Committee are
included in the Corporate Governance Report, which forms a part of this report.
34. Disclosure Requirements
As per SEBI Listing Regulations, the Corporate Governance Report with
the Secretarial Auditors' Certificate thereon, the Integrated Management Discussion and
Analysis, and the Business Responsibility and Sustainability Report ("BRSR")
form part of the Directors' Report.
This would enable the members to have insight into the environmental,
social, and governance initiatives of the Company. The Company has devised proper systems
to ensure compliance with the provisions of all applicable Secretarial Standards issued by
the Institute of Company Secretaries of India, and such systems are adequate and operating
effectively.
The Company has transitioned to material accounting information
policies, in line with the recent update in Indian Accounting Standard I, replacing
significant accounting policies with material accounting information policies.
35. Risk Management policy
Risk management and mitigation are overseen by the Board and Executive
Management through appropriate delegation, reporting, and an authority structure. Risk
management is also ensured by implementing various checks and balances across functions.
It is integrated into management, Board, and annual reporting mechanisms. The Company has
also constituted a Risk Management Committee of the Board.
As part of its risk management, the Company has implemented an internal
audit mechanism commensurate with the size of the business and the nature of its
operations. The scope of the internal audit includes the review of processes for
safeguarding the Company's assets, operational efficiency, the effectiveness of systems
and processes, and assessing the strength of internal controls in all areas. Internal
auditors' findings are discussed with process owners, and suitable corrective actions are
taken to improve operational efficiency. Internal audit reports are also discussed in the
Audit Committee and Board meetings.
The purpose of this policy is:
1. To ensure the protection of shareholder value through the
establishment of an integrated Risk Management framework for identifying, assessing,
mitigating, monitoring, evaluating, and reporting all risks.
2. To provide a clear and strong basis for informed decision-making at
all levels of the organization.
3. To continually strive toward strengthening the "Risk Management
& Compliance System" through continuous learning and improvement.
The risk management policy framework is covered in detail in the
MD&A.
36. Credit ratings
The Company has engaged the credit rating agency ICRA Limited. During
the year, based on a review of the latest developments, the Rating Committee of ICRA,
after due consideration, reaffirmed the long-term rating at [ICRA]A (Stable)/ [ICRA]A1;
Outstanding upgraded from [ICRA]A- (Positive)/ [ICRA]A2+ and outlook revised to Stable
from Positive. The outlook on the long-term rating was revised to "Stable" from
"Positive." These ratings are valid until May 30, 2026.
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 INR 1,02,00,000 per annum if employed throughout the year,
or INR 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 Mr. Venkatadri Chandrasekaran.
The above composition of the Audit Committee includes two (2)
Independent Directors, Mr. Venkatadri Chandrasekaran 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 five (5) times—on May 06, 2025; July
24, 2025; November 04, 2025; February 02, 2026 and March 17, 2026 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 27,500 stock options
under the eMudhra Employee's Stock Option Plan 2016. Your Company facilitated the transfer
of 7,19,875 equity shares of INR 5 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 1,31,426 stock options
of equity shares out of the 61,32,801 stock options on equity shares.
41. Business Responsibility and Sustainability Report
As a responsible corporate entity operating both in India and globally,
eMudhra is guided by values that prioritize sustainable practices, environmentally
conscious operations, and meaningful actions to foster employee engagement, diversity,
inclusion, and a sense of belonging across the organization.
With our suite of digital trust solutions, we empower organizations
worldwide to build secure, automated, and data-driven environments. Our offerings play a
pivotal role in enabling digital transformation while enhancing corporate resilience
across industries and geographies.
In an era where climate change and environmental sustainability are
global priorities, eMudhra is committed to promoting paperless operations through our
trust services and eSignature workflow solutions. By significantly reducing paper
consumption, we help organizations lower their carbon footprint, achieve better ESG
compliance, and fulfil social responsibility goals.
Our solutions are built on a robust Public Key Infrastructure (PKI)
framework, complemented by advanced authentication and digital signing technologies. This
empowers businesses and governments to scale secure, compliant, and transparent digital
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.
| For and on behalf of the board of directors of eMudhra
Limited |
|
| Sd:/- V Srinivasan |
Sd:/- Venu Madhava |
| Director |
Director |
| DIN:00640646 |
DIN: 06748204 |
| Date: May 06, 2026 |
|
| Place: Bengaluru |
|
|