eMudhra Limited — AGM Information 2022

Jul 7, 2022

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EL/SEC/2022-23/ 18

July 07, 2022

Corporate Relationship Department BSE Limited 1st Floor, New Trading Ring Rotunda Building, P J Towers, Dalal Street, Fort, Mumbai - 400 001 Script Code: 543533

The Manager Listing Department National Stock Exchange of India Limited "Exchange Plaza', C-1, Block G Bandra-Kurla Complex, Bandra (E), Mumbai - 400 051 Symbol: EMUDHRA

Dear Sir/Madam,

Sub: Notice of the 14th Annual General Meeting (AGM) and Annual Report 2021-22

Pursuant to Regulation 34(1) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time, please find enclosed herewith the Notice of the 14th Annual General Meeting of shareholders scheduled to be held on Friday, August 05, 2022 at 11:00 a.m. 1ST through video conferencing (VC) / Other Audio-visual Means (OA VM) and the Annual Report for the Financial year 2021-22 which will be circulated to the shareholders through electronic mode.

The said Notice of AGM is also being made available on the Company's website i.e., www.emudhra.com.

Kindly take the same on record.

Thanking you

Yours faithfully,

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For eMudhra Limited
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Johnson Xavier
Company Secretary & l.01"'°U.H'l'C
Membership No. A28304
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eMudhra Limited

eMudhra Digital Campus, 12-Pl-A & 12-Pl-B, Hi-Tech Defence and Aerospace Park (IT sector), Jala Hobli, B.K. Palya, Bengaluru, Karnataka 562149 I Phone: +91 80 4848 4001 I Email: corporate@emudhra.comIWeb: www.emudhra.com CIN - L72900KA2008PLC060368

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54

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ANNUAL GENERAL MEETING NOTICE

No�ce is hereby given that the 14[th] Annual General Mee�ng of the members of eMudhra Limited, will be held on August 05, 2022 at 11:00 a.m. IST through Video Conferencing/Other Audio-Visual Means without the physical presence of the members at a common venue, to transact the following business. The venue of the mee�ng shall be deemed to be the registered office of the company.

Ordinary Business

1. To receive, consider and adopt:

2. a. March 31, 2022, together with the Reports of the Board of Directors and the Auditors thereon; and

3. b. ended March 31, 2022, together with the Report of the Auditors thereon.

5. To appoint a director in place of Mr. Venu Madhava (DIN: 06748204), who re�res by rota�on and, being eligible, offers himself for re-appointment.

6. Appointment of Statutory Auditors

“RESOLVED that pursuant to the provisions of Sec�ons 139, 142 and other applicable provisions, if any, of the Companies Act, 2013 (including any statutory modifica�on or re-enactment thereof for the �me being in force) and the Companies (Audit and Auditors) Rules, 2014, as amended from �me to �me, M/s. Suri & Co., Chartered Accountants, who have confirmed their eligibility for appointment of Statutory Auditors in terms of Sec�on 141 of the Companies Act, 2013 and applicable Rules, be and are hereby appointed as Statutory Auditors of the Company to hold office for a period of 5 years from the conclusion of the 14[th] Annual General Mee�ng (AGM) of the Company �ll the conclusion of the 19[th] Annual General Mee�ng to be held in the year 2027, on such terms and condi�ons including remunera�on as may be approved by the Board of Directors of the Company in addi�on to applicable taxes and reimbursement of out of pocket expenses incurred by them.”

Special Business

1. Approval of ESOP Scheme 2016

Special Resolu�on:

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“RESOLVED THAT pursuant to the applicable provisions of the Companies Act, 2013, the Securi�es and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regula�ons, 2021 (“ SEBI SBEB and SE Regula�ons 2021 ”) and other applicable laws, rules and regula�ons (including any statutory amendment, modifica�on or re-enactment to the Companies Act or the regula�ons for the �me being in force), subject to such other approvals, permissions and sanc�ons as may be necessary and subject to such condi�ons and modifica�ons as may be prescribed or imposed while gran�ng such approvals, permissions and sanc�ons, based on the recommenda�on of the nomina�on and remunera�on commi�ee (“ Nomina�on and Remunera�on Commi�ee ”) and the Board of Directors the approval of the members be and is hereby accorded to the ‘Employee Stock Op�on Scheme – 2016’ including the amendments proposed (hereina�er referred to as the “ Amended eMudhra ESOS2016 ”), the salient features of which has been given in the explanatory statement to this resolu�on.”

RESOLVED FURTHER THAT the Board be and are hereby authorized on behalf of the Company to make and carry out any modifica�ons, changes, varia�ons, altera�ons or revisions in the eMudhra ESOS2016 or to suspend, withdraw or revive the eMudhra ESOS-2016, in accordance with applicable laws prevailing from �me to �me, as it may deem fit, to give effect to this resolu�on.

RESOLVED FURTHER THAT , Mr. Venkatraman Srinivasan, Chairman and Mr. Venu Madhava, WholeTime Director be and are hereby jointly or severally authorized authorised to issue cer�fied true copies of these resolu�ons to various authori�es and to file necessary forms with the Registrar of Companies, Karnataka, situated at Bengaluru, and do all such acts, deeds, ma�ers and things as may be required to be done to give effect to the above resolu�ons.

RESOLVED FURTHER THAT the hands of a Director or the Company Secretary wherever required.”

Date and Place: July 01, 2022, Bangalore CIN : L72900KA2008PLC060368

By the Order of the Board of Directors of EMUDHRA LIMITED

Plot No 12-P1-A & 12-P1-B, Hi-Tech Defence and Aerospace Park (IT sector), Jala Hobli, BK Palya Bangalore Bangalore KA 562149 IN Email Id: corporate@emudhra.com Website: www.emudhra.com Tel No: 080 48484001

Sd/[Johnson Xavier] [Company Secretary & Compliance Officer] [Membership No. A28304]

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NOTES

1. AGM of the Company is being conducted through VC in compliance with General Circular No. 02/2022 dated May 05, 2022 and General Circular 21/2021 dated December 12, 2021 read with General Circular Nos. 14/2020, 17/2020, 20/2020, No. 02/2021 and No. 19/2021 issued by Ministry of Corporate Affairs and Circular dated January 15, 2021 read with Circular dated May 12, 2020 issued by the Securi�es and Exchange Board of India (collec�vely referred to as “Circulars”), which details the procedure and manner of holding AGM through VC and provide certain relaxa�ons from compliance with Lis�ng obliga�ons in view of COVID 19 pandemic.

2. Company situated at eMudhra Digital Campus, No. 12-P1-A & 12-P1-B, Bangalore IT Park Industrial Area, B K Palaya, North, Jala Hobli, Bengaluru, Karnataka 562149 India, which shall be the deemed Venue of the AGM. Since the AGM will be held through VC, the Route Map is not annexed to this No�ce.

3. Since this AGM is being held through VC, physical a�endance of members has been dispensed with. Accordingly, the facility for appointment of proxies by the members will not be available for the AGM and hence the Proxy Form and A�endance Slip are not annexed to this No�ce.

4. Details of the Director seeking appointment/re-appointment at the 14th AGM is provided in Annexure A of this No�ce. The Company has received the requisite consents/declara�ons for the appointment/re-appointment under the Companies Act, 2013 and the rules made thereunder.

5. M/s. Link In�me India Private Limited , Registrar & Transfer Agent of the Company (“RTA”), shall be providing the facility for vo�ng and a�ending the AGM through VC. Members may note that the VC facility provided by RTA allows par�cipa�on of upto 1,000 members on a first-come-first-served basis. The members (holding 2% or more shareholding), promoters, ins�tu�onal investors, directors, key managerial personnel, the Chairpersons of the Audit Commi�ee, Nomina�on, Remunera�on and Board Governance Commi�ee and Stakeholders Rela�onship Commi�ee, auditors, scru�nizers, etc. can a�end the AGM without any restric�on on account of first-come-first-served principle. Members can login and join 15 (fi�een) minutes prior to the scheduled �me of mee�ng and the window for joining shall be kept open �ll the expiry of 15 (fi�een) minutes a�er the scheduled �me. The detailed instruc�ons for remote e-vo�ng, par�cipa�on in the AGM through VC and for e-vo�ng during the AGM are provided in Annexure B a�ached to this No�ce

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ANNEXURE A

Name of the Director	Venu Madhava
DIN	06748204
Date of Birth(Age)	20-07-1974(47years)
Date of frst Appointment	January10,2014 as Director
Qualifca�on	Bachelor's degree in commerce and a Bachelor's degree in law
Experience & exper�se in specifc func�onal areas	Venu Madhava is a Whole-�me Director of our Company, and the Senior Vice - President, Legal. He holds a bachelor's degree in commerce and a bachelor's degree in law, both from Kuvempu University. He has over 13 years of experience as Manager - Legal at Adecco India.
Directorships held in other Companies in India	eMudhra Technologies Limited eMudhra Consumer Services Limited
Chairmanship/Membership of Commi�ees held in other Companies in India	Nil
Rela�onshipwith other Directors and KMP	None
No. of Shares held in the Company (% to total capital)	Nil
No. of Board Mee�ngs a�ended duringFY’22	9

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ANNEXURE B

Remote e-Vo�ng Instruc�ons for Shareholders:

As per the SEBI circular dated December 9, 2020, individual shareholders holding securi�es in demat mode can register directly with the depository or will have the op�on of accessing various ESP portals directly from their demat accounts.

Login method for Individual Shareholders holding securi�es in demat mode is given below:

1. Individual Shareholders holding securi�es in demat mode with NSDL

2. Exis�ng IDeAS user can visit the e-Services website of NSDL viz. h�ps://eservices.nsdl.com either on a personal computer or on a mobile. On the e- Services home page click on the "Beneficial Owner" icon under “Login” which is available under ‘IDeAS’ sec�on, this will prompt you to enter your exis�ng User ID and Password. A�er successful authen�ca�on, you will be able to see e-Vo�ng services under Value added services. Click on "Access to e-Vo�ng" under e-Vo�ng services and you will be able to see e-Vo�ng page. Click on company name or e-Vo�ng service provider name i.e. LINK INTIME and you will be re-directed to “InstaVote” website for cas�ng your vote during the remote e-Vo�ng period.

3. If you are not registered for IDeAS e-Services, op�on to register is available at h�ps://eservices.nsdl.com Select “Register Online for IDeAS Portal” or click at h�ps://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp

4. Visit the e-Vo�ng website of NSDL. Open web browser by typing the following URL: h�ps://eservices.nsdl.com either on a personal computer or on a mobile. Once the home page of e-Vo�ng system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ sec�on. A new screen will open. You will have to enter your User ID (i.e. your sixteen-digit demat account number held with NSDL), Password/OTP and a Verifica�on Code as shown on the screen. A�er successful authen�ca�on, you will be redirected to NSDL Depository site wherein you can see e- Vo�ng page. Click on company name or e-Vo�ng service provider name i.e., LINK INTIME and you will be redirected to “InstaVote” website for cas�ng your vote during the remote e-Voting period.

5. Individual Shareholders holding securi�es in demat mode with CDSL

6. Exis�ng users who have opted for Easi / Easiest, can login through their user Id and password. Op�on will be made available to reach e-Vo�ng page without any further authen�ca�on. The URLs for users to login are: h�ps://web.cdslindia.com/myeasi/home/login or www.cdslindia.com and click on New System Myeasi.

7. A�er successful login of Easi/Easiest the user will be able to see the E Vo�ng Menu. The Menu will have links of e-Vo�ng service provider i.e., LINK INTIME. Click on LINK INTIME and you will be redirected to “InstaVote” website for cas�ng your vote during the remote e-Vo�ng period.

8. If the user is not registered for Easi/Easiest, op�on to register is available at h�ps://web.cdslindia.com/myeasi/Registra�on/EasiRegistra�on.

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1. Alterna�vely, the user can directly access e-Vo�ng page by providing demat account number and PAN No. from a link in www.cdslindia.com home page. The system will authen�cate the user by sending OTP on registered Mobile & Email as recorded in the demat Account. A�er successful authen�ca�on, user will be provided links for the respec�ve ESP i.e., LINK INTIME. Click on LINK INTIME and user will be redirected to “InstaVote” website for cas�ng the vote during the remote e-Vo�ng period.

2. Individual Shareholders (holding securi�es in demat mode) login through their depository par�cipants

You can also login using the login creden�als of your demat account through your Depository Par�cipant registered with NSDL/CDSL for e-Vo�ng facility. Upon logging in, you will be able to see e-Vo�ng op�on. Click on e-Vo�ng op�on, you will be redirected to NSDL/CDSL Depository site a�er successful authen�ca�on, wherein you can see e-Vo�ng feature. Click on company name or e-Vo�ng service provider name i.e. LINK INTIME and you will be redirected to “InstaVote” website for cas�ng your vote during the remote e-Vo�ng period.

Login method for Individual Shareholders holding securi�es in physical form is given below: There are no shareholders in our Company holding shares in physical form.

Cast your Vote Electronically:

1. ‘View’ icon 2. E-vo�ng page will appear

2. Refer the Resolu�on descrip�on and cast your vote by selec�ng your desired op�on ‘Favour/Against’ (If you wish to view the en�re Resolu�on details, click on the ‘View Resolu�on’ file link)

3. A�er selec�ng the desired op�on i.e., Favour / Against, click on ‘Submit’. will be displayed. If you wish to confirm your vote, click on ‘Yes’, else to change your vote, click on ‘No’ and accordingly modify your vote

Guidelines for Ins�tu�onal shareholders:

Ins�tu�onal shareholders (i.e., other than Individuals, HUF, NRI etc.) and Custodians are required to log on the e-vo�ng system of LIIPL at h�ps://instavote.linkin�me.co.in and register themselves as ‘Custodian/Mutual Fund/Corporate Body’ . They are also required to upload a scanned cer�fied true copy of the board resolu�on /authority le�er/power of a�orney etc. together with a�ested specimen signature of the duly authorised representa�ve(s) in PDF format in the ‘Custodian/Mutual Fund/Corporate Body’ login for the Scru�nizer to verify the same.

Helpdesk for Individual Shareholders holding securi�es in physical mode/Ins�tu�onal shareholders:

Shareholders facing any technical issue in login may contact Link In�me INSTAVOTE helpdesk by sending a request at eno�ces@linkin�me.co.in or contact on: - Tel: 022 – 4918 6000.

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Helpdesk for Individual Shareholders holding securi�es in demat mode:

Individual Shareholders holding securi�es in demat mode may contact the respec�ve helpdesk for any technical issues related to login through Depository i.e., NSDL and CDSL.

**Login type **	Helpdesk details
Individual Shareholders holding securi�es in demat mode with NSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request at evo�ng@nsdl.co.in or call toll free no.: 1800 1020 990 and 1800 22 44 30
Individual Shareholders holding securi�es in demat mode with CDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request at helpdesk.evo�ng@cdslindia.com or contact at 022- 23058738 or 22- 23058542-43.

Individual Shareholders holding securi�es in Physical mode has forgo�en the password:

There are no shareholders in our Company holding shares in physical form.

Individual Shareholders holding securi�es in demat mode with NSDL/CDSL has forgo�en the password:

Shareholders who are unable to retrieve User ID/Password are advised to use Forget User ID and Forget Password op�on available at above men�oned depository/depository par�cipants website.

• It is strongly recommended not to share your password with any other person and take utmost care to keep your password confiden�al.

• For shareholders/members holding shares in physical form, the details can be used only for vo�ng on the resolu�ons contained in this No�ce.

• During the vo�ng period, shareholders/members can login any number of �me �ll they have voted on the resolu�on(s) for a par�cular “Event”.

EXPLANATORY STATEMENT PURSUANT TO THE PROVISIONS OF SECTION 102 OF THE COMPANIES

ACT, 2013.

Item No. 1 of Special Business

In 2016, eMudhra Limited (“Company”) implemented the eMudhra Employees Stock Op�on Scheme 2016 (“ESOP”). Under the scheme, eMudhra Employee Stock Op�on Trust (Trust) has been created and 61,32,801 number of equity shares of Rs. 5 each has been allo�ed to the trust for the benefit of the employees. Of these 61,32,801 numbers of equity shares, ESOPs in respect of 1,12,500 shares have been exercised and 54,16,500 op�ons are granted and outstanding. Thus, there is a balance of 6,03,801 op�ons available for grant as on March 31, 2022.

The scheme has been amended from �me to �me and has been amended in the Extra-Ordinary General Mee�ng held on October 26, 2021 to comply with SEBI guidelines prior to our lis�ng. Further, M/s. KP Corporate Solu�ons Limited has been appointed as trustee for the employee stock op�on trust.

ESOPs available under the scheme for grant from �me to �me, can be granted to the employees only

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subject to prior approval of the members in a general mee�ng held a�er lis�ng. Further as under the current scheme the exercise period is too long (10 years from the date of grant), it is proposed to amend the scheme by providing for a lesser exercise period (6 month from the respec�ve date of ves�ng) in respect of new op�ons granted. Hence, the amendment will not affect the exis�ng grants. This amendment also needs the approval of the members as per the above said SEBI regula�ons 2021.

It may also be noted that since the shares under the scheme are already transferred to the Trust, the further grant of op�ons which are available will not cause any further dilu�on to the exis�ng shareholders.

The dra� copies of the amended eMudhra Employees Stock Op�on Scheme 2016 are available for inspec�on during the office hours �ll the date of ensuing Annual General Mee�ng.

The Nomina�on and Remunera�on Commi�ee and the Board on their mee�ngs held on June 11, 2022 have recommended the ESOP with the amendment as above for the approval of the Members in the ensuing Annual General Mee�ng.

In view of above, approval of Members is sought by way of a Special Resolu�on for Item No. 1 of the special business in the accompanying No�ce.

Other details of the ESOP are as under:

a. Brief descrip�on of the scheme(s);

eMudhra Limited (hereina�er referred to as “eMudhra” or “the Company”) wishes to bring Employee par�cipa�on in the growth and prospects of the Company. The Company has , therefore , decided to introduce an Employee Stock Op�on Scheme, 2016 , hereina�er referred to as “ESOP” or “the Scheme”) that would encourage a long term and commi�ed involvement of the Employees in the management and future of the Company.

scheme(s);

d. Requirements of ves�ng and period of ves�ng;

Ves�ng over 4 years from the end of the 1[st] year a�er the grant to the end of the 4[th] year at 25% in each year.

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e. Maximum period (subject to regula�on 18(1) and 24(1) of these regula�ons, as the case may be) within which the op�ons / SARs / benefits shall be vested;

4 years from the end of the grant.

f. Exercise price;

As may be decided by the Nomina�on and Remunera�on Commi�ee in respect of each grant. For all the past grants made prior to lis�ng, the exercise price was fixed at Rs. 5/- per share.

Hitherto exercise period was 10 years from the date of grant. As indicated earlier in this explanatory statement, for the future grants, it is proposed to amend the exercise period to six months from the date of ves�ng.

To exercise, the concerned employee needs to no�fy the HR department.

h. The appraisal process for determining the eligibility of employees for the scheme(s);

The regular process adopted by the HR department for the employee appraisal is taken into account for stock op�on purpose.

employee and in aggregate, if any;

There is no such limit prescribed in the scheme.

No such limits prescribed in the scheme

k. Whether the scheme(s) is to be implemented and administered directly by the company or through a trust;

The Scheme is implemented through eMudhra Employee Stock Op�on Trust.

l. Whether the scheme(s) involves new issue of shares by the company or secondary acquisi�on by the trust or both;

The Scheme involved new allotment of shares by the Company in 2016. No further allotment of shares is contemplated as of now.

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m. The amount of loan to be provided for implementa�on of the scheme(s) by the company to the trust, its tenure, u�liza�on, repayment terms, etc.;

A loan of Rs. 3,06,64,005/- was provided by the Company to the Trust towards allotment of the shares to the Trust. This amount has been u�lised by the Trust towards allotment of the above said shares of eMudhra Limited. The amount is repayable out of the exercise price receivable from the employees upon exercise of their respec�ve shares.

regula�ons) that can be made by the trust for the purposes of the scheme(s);

Not applicable

specified in regula�on 15;

The Company shall follow ‘IND AS 102-Accoun�ng for Share Based Payment and/or any relevant Accoun�ng Standards as may be prescribed by the competent authori�es from �me to �me, including the disclosure requirements prescribed therein in compliance of Regula�on 15 of the SEBI (SBEB) Regula�ons.

p. The method which the company shall use to value its op�ons;

Black Scholes model

q. Period of lock-in.

No lock-in

The Directors (other than the Independent Directors and promoter director) and other Key Managerial Personnel of the Company (other than promoters/promoter group) and its subsidiary(ies), are deemed to be concerned or interested, to the extent of Op�ons granted pursuant to the ESOS Scheme and to the extent of their shareholding in the Company, if any.

Date and Place: July 01, 2022, Bangalore CIN : L72900KA2008PLC060368

By the Order of the Board of Directors of EMUDHRA LIMITED

Plot No 12-P1-A & 12-P1-B, Hi-Tech Defence and Aerospace Park (IT sector), Jala Hobli, BK Palya Bangalore Bangalore KA 562149 IN

Email Id: corporate@emudhra.com Website: www.emudhra.com Tel No: 080 48484001

Sd/[Johnson Xavier] [Company Secretary & Compliance Officer] [Membership No. A28304]

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