To,

The Members, eMudhra Limited

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

1. Results of our Operations:

Financial Performance

(Extracts from statement of profit and loss)

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

Financial Position

(Extracts from statement of assets and liabilities)

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

2. Dividend

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

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

3. Retained Earnings

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

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

4. Company's Structure

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

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

5. Management Discussion and Analysis

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 Annual Report.

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

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

7. Review of Business operations including its subsidiaries

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

Our Solutions:

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

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

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

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

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

International Positioning:

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

Certifications, Accreditations and Membership in International Bodies:

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

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

Revenue Growth Enterprise Solution- India

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

Enterprise Solution- Rest of the world

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

Trust Services

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

8. General:

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

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

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

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

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

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

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

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

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

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

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

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

Key Financial Ratios

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

9. Events occurring after Balance Sheet date

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

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

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

13.Internal Financial Control Systems and their Adequacy

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

• 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:

• Authorization 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 Account ng Package

• Cost centre wise data recording

• Weekly reconciliat on of bank accounts

• Monthly closure of books of accounts

• Yearly physical verificat on of assets

• Ensuring statutory payments and returns are filed within respect ve 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 (Protecton of personal informat on in cloud), GDPR and CMMI L5

• Several daily, weekly and monthly reports for analysis

Reporting:

• Daily sales and operatng MIS

• Weekly reporting of fund positon

• Monthly MIS report

• Cost centre reportng - branch/vert cal wise

• Other reports on need basis

• Daily collecton report

• Fortnightly receivables report

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

Monitoring:

• Online Access of all operatng bank accounts for contnuous 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 certficaton surveillance audits

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

14.Particulars of loans, guarantees or investments

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

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

15.Board of Directors and Key Managerial Personnel

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

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

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

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

16. Committees of the Board

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

17. Board Meetings

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

18. Board Evaluation

The Board of Directors has carried out an annual evaluation of its own performance, board committees, and individual directors pursuant to the provisions of the Act and SEBI Listing Regulations. The performance of

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

Performance of individual directors on the basis of criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. 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 2022-23

22. Declaration by independent directors

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

, reimbursement of expenses, if any. commission and

23. Annual Return

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

24. Secretarial Standards

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

25. Particulars of Employees

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

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

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

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

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

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

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

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

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

26.Directors' responsibility statement

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

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

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 2022- 23.

27.Subsidiaries, joint ventures and associate companies

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

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

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

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

28. Related Party Transactions

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

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

29. Deposits from Public

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

30. Auditors

1. Statutory Auditor

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

Statutory Auditor's report:

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

Secretarial Auditor

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

Internal Auditor

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

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

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

32. Disclosure relating to maintenance of cost records

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

33. Audit Committee

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

34. Disclosure Requirements

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

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

35. Risk Management policy

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

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

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 reaffirmed long-term rating at [ICRA] BBB+ (pronounced ICRA Triple B plus) to the captioned Bank Facilities ("Rating") and short-term rating at [ICRA]A2 (pronounced ICRA A two). The Outlook on the long-term Rating is revised to Positive from Stable. These ratings are valid till September 28, 2023.

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

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

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

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

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

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

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

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

40. Share capital

a) Equity share capital

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

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

b ) Redemption of preference shares capital

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

c) Employee stock option plan

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

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

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

41. Business Responsibility and Sustainability Report

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

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

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

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

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

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

Acknowledgements

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

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

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