eMudhra Ltd

To,

The Members, eMudhra Limited

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

1. Results of our Operations:

2. Dividend

During the year, your directors propose to recommend nal equity dividend at 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. Though the dividend proposed to be given works out to more than that envisaged in the policy based on parent company's pro ts , considering the consolidated net pro ts the dividend proposed is considered reasonable.

3. Retained Earnings

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

4. Company's Structure

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

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

5. Management Discussion and Analysis

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

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

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

7. Review of Business operations including its subsidiaries

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

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

Our Solutions:

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

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

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

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

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

International Positioning:

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

Certi cations, Accreditations and Membership in International Bodies:

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

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

Revenue Growth

Enterprise Solution- India

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

Enterprise Solution- Rest of the world

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

Trust Services

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

8. General:

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

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

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

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

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

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

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

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

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

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

Key Financial Ratios

In accordance with the SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018, the Company is required to give details of signi cant changes (change of 25% or more as compared to the immediate previous financial year) in key sector-speci c financial ratios. The Company has identi ed the following ratios as key financial ratios; on a stand alone.

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

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

** Cost of i nvestment 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 signi cant events after the balance sheet date which is likely to a ect financial position/results of the Company in a signi cant 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 a ecting the financial position of the company other than the matters disclosed under "events occurring after the balance sheet date".

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

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

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

12 . Corporate Social Responsibility (CSR) initiatives

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

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

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

13 . Internal Financial Control Systems and their Adequacy

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

• Adherence to policies,

• Safeguarding of assets,

• Prevention and detection of fraud and error,

• Accuracy and completeness of the accounting records, and

• Timely preparation of reliable financial information

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

• Authorisation matrix for approval of expense 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 veri cation of assets

• Ensuring statutory payments and returns are lled within respective due dates

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

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

• 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 need basis

• Daily collection report

• Fortnightly receivables report

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

Monitoring:

• Online Access of 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 certi cation surveillance audits

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

14. Particulars of loans, guarantees or investments

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

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

15. Board of Directors and Key Managerial Personnel

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

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

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

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

18. Board Evaluation

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

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

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

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

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

20. Corporate Governance

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

21. Internal complaints committee

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

22. Declaration by independent directors

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

23. Annual Return

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

24 . Secretarial Standards

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

25. Particulars of Employees

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

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

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

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

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

a) The percentage increase in the median remuneration of the employees of the Company for the financial year 2023-24 was 17.5% b) The number of permanent employees on the rolls of Company: There were 733 (Seven Hundred and Thirty Three) permanent employees on the rolls of eMudhra Limited as on March 31,2024. The total number of employees on eMudhra and group companies are

817 (Eight Hundred and Seventeen) c) It is A rmed 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 con rm 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 a airs of the company at the end of the financial year and of the pro t and loss of the company for that period; c) the directors had taken proper and su cient 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 e ectively; 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 e ectively.

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 e ective during FY 2023- 24.

27. Subsidiaries, joint ventures, and associate companies

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

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

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

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

28. Related Party Transactions

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

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

29. Deposits from Public

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

30. 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 the rst term of ve consecutive years to hold o ce until the conclusion of the Nineteenth AGM (AGM 2027). The requirement for the annual rati cation of auditors' appointment has been omitted pursuant to Companies (Amendment) Act, 2017 noti ed on May 07, 2018, and that they are free from any disquali cation speci ed in Section 141 of the Companies Act, 2013 and the rules made thereunder.

Statutory Auditor's report:

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

Secretarial Auditor

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

Internal Auditor

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

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

Companies Act, 2013

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

32. Disclosure relating to maintenance of cost records

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

33. Audit Committee

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

34. Disclosure Requirements

As per SEBI Listing Regulations, the Corporate Governance Report with the Secretarial Auditors' Certi cate thereon, and the integrated Management Discussion and Analysis, the Business Responsibility and Sustainability Report ("BRSR") form part of the Director's Report. ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating e ectively.

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

35. Risk Management policy

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

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

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

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

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

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

36. Credit ratings

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

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

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

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

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

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

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

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

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

39. Transfer to reserves

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

40. Shares

a. Equity share capital

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

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

b. Employee stock option plan

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

Pursuant to the requirements of the SEBI (Share Based Employee Bene ts) Regulations, 2014, a certi cate has been issued by the Secretarial Auditors of the Company con rming that the Plan has been implemented in accordance with the said Regulations and in accordance with the resolution passed by the Company in the General Meeting.

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

41. Business Responsibility and Sustainability Report

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

eMudhra to build a business environment that is digitally secure, automated and -to- end digital trust to improve corporate resilience across industries and regions.

As we all know that climate change and other environmental concerns have become the central agenda of governments and global bodies, it is our vision at eMudhra to

i cantly. This will help organizations reduce carbon footprint and emissions on a global scale with better ESG compliance and social responsibility.

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

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

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

Acknowledgements

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

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

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

For and on behalf of the board of directors Of eMudhra Limited