AI assistant
eMudhra Limited — Proxy Solicitation & Information Statement 2026
Feb 9, 2026
59109_rns_2026-02-09_f2e4d75c-dfec-48b4-9dca-26b89ae2d4e3.pdf
Proxy Solicitation & Information Statement
Open in viewerOpens in your device viewer
EL/SEC/2025-26/108
February 09, 2026
Corporate Relationship Department BSE Limited 1st Floor, New Trading Ring Rotunda Building, P J Towers, Dalal Street, Fort, Mumbai - 400 001
The Manager, Listing Department National Stock Exchange of India Limited "Exchange Plaza”, C-1, Block G, Bandra-Kurla Complex, Bandra (E) Mumbai - 400 051
Script Code: 543533
Symbol: EMUDHRA
Dear Sir/Madam,
Sub: Postal Ballot notice
In furtherance to our letter dated February 2, 2026 please find enclosed herewith the Postal Ballot Notice dated February 09, 2026 along with the Explanatory Statement ("Notice") seeking approval of Members of eMudhra Limited (“the Company”) by way of resolutions for the following matters:
| Sr No | Description of the resolutions | Type of resolutions |
|---|---|---|
| 1 | Re-appointment of Mr. Venkatraman Srinivasan (DIN:00640646) as Executive Chairman of the Company, who is attaining the age of 70 years on May26,2026 |
Special |
| 2 | Appointment of Mr. Kaushik Srinivasan (DIN: 02634925) as a Whole- Time Director |
Special |
| 3 | Appointment of Mr. Arvind Srinivasan(DIN: 02547313)as a Director | Ordinary |
The Notice is being sent today, i.e., Monday, February 09, 2026, through electronic means only, to those Members of the Company whose names appear on the Register of Members / List of Beneficial Owners as on February 06, 2026 (cut-off date) and whose e-mail IDs are registered with their Depository Participant(s) / the Company.
Further, the calendar of events in connection with the said Postal Ballot Notice is as under:
| Sr No | Particulars | Schedule |
|---|---|---|
| 1 | Cut-off date for identification of voting rights of the members |
Friday, 6thFebruary, 2026 |
| 2 | Date and time of commencement of remote e-voting | Thursday, 12thFebruary, 2026, 9:00 AM |
| 3 | Date and time of end of remote e-voting | Friday, 13thMarch, 2026, 5:00 PM |
| 4 | Submission of report by the Scrutinizer | On or before Tuesday, 17th March,2026 |
| 5 | Date of declaration of results of e-voting | On or before Tuesday, 17th March,2026 |
Copy of the said Notice can be accessed on the website of the Company i.e., www.emudhra.com.
This is for your information and records.
Thanking you
Yours faithfully, For eMudhra Limited
Digitally signed JOHNSO by JOHNSON XAVIER N XAVIER Date: 2026.02.09 18:01:46 +05'30'
Johnson Xavier Company Secretary & Compliance Officer Membership No. A28304
Encl: As Above
POSTAL BALLOT NOTICE
(Pursuant to Section(s) 108 and 110 of the Companies Act, 2013 read with Rule(s) 20 and 22 of the Companies (Management and Administration) Rules, 2014)
Dear Members,
NOTICE is hereby given, pursuant to the provisions of Section 110 and other applicable provisions, if any, of the Companies Act, 2013 (‘the Act’) read with Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014 ("the Rules"), Regulation 44 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations’), Secretarial Standard on General Meetings issued by The Institute of Company Secretaries of India (‘SS-2’), each as amended, and in accordance with the requirements prescribed by the Ministry of Corporate Affairs (‘MCA’) for holding general meetings/ conducting postal ballot process through e-Voting, vide General Circular Nos. 14/2020 dated April 8, 2020, 17/2020 dated April 13, 2020, 20/2020 dated May 5, 2020, 22/2020 dated June 15, 2020, 33/2020 dated September 28, 2020, 39/2020 dated December 31, 2020, 10/2021 dated June 23, 2021, 20/2021 dated December 8, 2021, 3/2022 dated May 5, 2022, and 09/2023 dated September 25, 2023, 09/2024 dated 19[th] September 2024 and 02/2025 dated 22[nd] September 2025 (collectively referred to as ‘MCA Circulars’), to transact the special business as set out hereunder by passing Ordinary & Special Resolutions by way of postal ballot only by voting through electronic means (‘Remote e- Voting’).
Pursuant to Section 102 and other applicable provisions of the Act, the statement pertaining to the said Resolutions setting out the material facts and reasons/ rationale thereof is annexed to this Postal Ballot Notice (‘Notice’) for your consideration and forms part of this Notice.
Pursuant to Section 110 of the Act read with Rule 22 of the Companies (Management and Administration) Rules, 2014, and MCA Circulars, and in compliance with Regulation 44 of the SEBI Listing Regulations, the Company shall send Postal Ballot Notice by e-mail to all its Members who have registered their e-mail addresses with the Company's Registrar and Transfer Agent (‘RTA’) or Depository/ Depository Participants (‘DPs’) and voting by the Members shall be allowed only through the E-voting system. The Notice shall also be available on the Company's website at www.emudhra.com and on the websites of the Stock Exchanges i.e. BSE Limited (‘BSE’) at www.bseindia.com and National Stock Exchange of India Limited (‘NSE’) at www.nseindia.com respectively, and on the website of the Company's RTA - MUFG Intime India Private Limited (Formerly Link Intime India Private Limited) (‘MIIPL’) at [email protected].
The Company has engaged the services of MIIPL, the RTA of the Company as the agency to provide remote E-voting facility.
Pursuant to Rule 22(5) of the Companies (Management and Administration) Rules, 2014, the Board of Directors of the Company have appointed Mr. S P Nagarajan (Membership No. ACS 10028 and COP No. 4738), Company Secretary in Practice (‘Scrutinizer’), as scrutinizer for conducting the postal ballot process in a fair and transparent manner.
In accordance with the provisions of the MCA Circulars, the Company has made arrangements for the shareholders to register their e-mail addresses. Therefore, those shareholders who have not yet registered their e-mail addresses are requested to register the same by following the procedure set out in the notes to this Postal Ballot Notice and the manner of voting remotely by
members holding shares in dematerialized mode is set out in the notes to this Postal Ballot Notice. The remote e-voting will commence on Thursday, February 12, 2026 at 9:00 a.m. (1ST) and ends on Friday, March 13, 2026 at 5:00 p.m. (IST).
The result of remote E-voting along with Scrutinizer's report will be published on the website of the Company at www.emudhra.com and shall also be displayed at the Registered Office of the Company and on the website of the MIIPL at [email protected] within 2 (two) working days from the end of remote E-voting and the same will also be simultaneously communicated to BSE and NSE ("hereinafter collectively referred to as the "Stock Exchanges").
Members having any queries, issues or requiring any clarifications on remote e-voting may contact MUFG Intime India Private Limited (Formerly Link Intime India Private Limited) on number 022-4918 6000 or reach by email:- [email protected].
The Members are hereby requested to consider the following proposed resolutions along with explanatory statements concerning each item, as annexed to this Postal Ballot Notice and thereafter record their assent or dissent by means of remote E-Voting. The resolutions, if passed by the requisite majority, shall be deemed to have been passed on Friday, March 13, 2026 i.e. the last date specified for the remote e-voting
SPECIAL BUSINESS:
- Re-appointment of Mr. Venkatraman Srinivasan (DIN:00640646) as Executive Chairman of the Company, who is attaining the age of 70 years on May 26, 2026:
To consider, and if thought fit, to pass, the following resolution as a Special Resolution:
"RESOLVED THAT in accordance with the provisions of Sections 196, 197, 198 and 203 read with Schedule V and other applicable provisions of the Companies Act, 2013 ('the Act') and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 (including any statutory modification(s) or reenactment(s) thereof, for the time being in force), the provisions of the articles of association of the company or such other approvals and sanctions as may be necessary, approval of the members be and is hereby accorded for the re-appointment of Mr. Venkatraman Srinivasan (DIN: 00640646) , in respect of whom the Company has received a notice in writing under Section 160 of the Act from a Member proposing his candidature for the office of Director and who will attain the age of 70 (Seventy) years on May 26, 2026, as an Executive Chairman of the Company, for a period of 5 (Five) years with effect from May 26, 2026 till May 25, 2031, not subject to retirement by rotation, as recommended by the Nomination and Remuneration Committee and the Board of Directors at their Meeting held on February 02, 2026 with the following terms and conditions:
a. Term:
-
i. 5 years commencing from May 26, 2026 to May 25, 2031
-
ii. His current term of employment which is valid up to November 02, 2026 will end on May 25, 2026
-
b. Remuneration: Mr. Venkatraman Srinivasan will draw a remuneration of Re. 1 per year as proposed by him.
-
c. Allowance & Perquisites: Accommodation, conveyance, transportation will be provided by the company. He will be eligible for communication expenses, medical insurance for him and his family, leave and leave travel passage, for him and his spouse, Personal Accident Insurance and Group Term Insurance Coverage, reimbursement of expenses incurred by him for the purpose of the business of the Company and such other benefits, amenities and perquisites as the Board of Directors of the Company may determine from time to time.
RESOLVED FURTHER THAT the Board and/ or the Nomination and Remuneration Committee of the Company be and is hereby authorized to alter, vary and modify the said terms of appointment and/ or remuneration payable to him, including the monetary value thereof, as per applicable provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 or any statutory modification, clarifications or re-enactment thereof from time to time.
RESOLVED FURTHER THAT any Director and/or Company Secretary of the Company be and are hereby severally authorized to do all such acts, deeds and things and to sign all such documents and writings as may be necessary, expedient and incidental thereto to give effect to this resolution and for matters connected therewith or incidental thereto. "
- Appointment of Mr. Kaushik Srinivasan (DIN: 02634925) as a Whole-Time Director:
To consider, and if thought fit, to pass, the following resolution as a Special Resolution:
"RESOLVED THAT in accordance with the provisions of Sections 196, 197, 198 and 203 read with Schedule V and other applicable provisions of the Companies Act, 2013 ('the Act') and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), the provisions of the articles of association of the company or such other approvals and sanctions as may be necessary, approval of the members be and is hereby accorded for the appointment of Mr. Kaushik Srinivasan (DIN: 02634925) , in respect of whom the Company has received a notice in writing under Section 160 of the Act from a Member proposing his candidature for the office of Director, as a Whole-Time Director of the Company, for a period of 5 (Five) years with effect from April 01, 2026 till March 31, 2031, not subject to retirement by rotation, as recommended by the Nomination and Remuneration Committee and the Board of Directors at their Meeting held on February 02, 2026 with the following terms and conditions:
a. Term: 5 years commencing from April 01, 2026 to March 31, 2031
-
b. Remuneration : The aggregate of salary, fixed allowances and bonus/performance linked incentives payable to Mr. Kaushik Srinivasan shall be in the range of Rs. 75,00,000/- to Rs. 2,00,00,000/- per annum.
-
c. Allowance & Perquisites: Accommodation, conveyance, transportation will be provided by the company. He will be eligible for communication expenses, medical insurance for him and his family, leave and leave travel passage, for him, his spouse and children, Personal Accident Insurance and Group Term Insurance Coverage, he shall be entitled to contribution to the Company’s Provident Fund Scheme in accordance with the rules of the Scheme, he shall be entitled to Gratuity as per the rules of the Company, reimbursement of expenses incurred by
him for the purpose of the business of the Company and such other benefits, amenities and perquisites as the Board of Directors of the Company may determine from time to time.
RESOLVED FURTHER THAT the Board and/ or the Nomination and Remuneration Committee of the Company be and is hereby authorized to alter, vary and modify the said terms of appointment and/ or remuneration payable to him, including the monetary value thereof, as per applicable provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 or any statutory modification, clarifications or re-enactment thereof from time to time.
RESOLVED FURTHER THAT any Director and/or Company Secretary of the Company be and are hereby severally authorized to do all such acts, deeds and things and to sign all such documents and writings as may be necessary, expedient and incidental thereto to give effect to this resolution and for matters connected therewith or incidental thereto. "
- Appointment of Mr. Arvind Srinivasan (DIN: 02547313) as a Director:
To consider, and if thought fit, to pass, the following resolution as an Ordinary Resolution:
“RESOLVED THAT in accordance with the provisions of Sections 152, 160, and other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Qualifications of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), the provisions of the articles of association of the company or such other approvals and sanctions as may be necessary, based on the recommendation of the Nomination and Remuneration Committee and the Board at their meeting held on February 02, 2026, Mr. Arvind Srinivasan (DIN: 02547313) in respect of whom the Company has received a notice in writing under Section 160 of the Act from a Member proposing his candidature for the office of Director, be and is hereby appointed as a Director of the Company, with effect from April 01, 2026 who shall be liable to retire by rotation and eligible for sitting fees for the Board and Committee meetings.
RESOLVED FURTHER THAT any Director and/or Company Secretary of the Company be and are hereby severally authorized to do all such acts, deeds and things and to sign all such documents and writings as may be necessary, expedient and incidental thereto to give effect to this resolution and for matters connected therewith or incidental thereto. "
By the order of the Board of Directors CIN: L72900KA2008PLC060368 For eMudhra Limited Email ID: [email protected] Website : www.emudhra.com Tel: +91 8048484001 Johnson Xavier Company Secretary & Compliance Officer Membership No.: A28304 Date: February 09, 2026 Registered Office: eMudhra Digital Campus No. 12-P1-A & 12- P1-B, IT Park Industrial Area, B K Palaya, North Jala Hobli, Bengaluru, Karnataka 562149
NOTES
- The explanatory statement pursuant to Section 102(1) and Section 110 of the Act read together
with Rule 22 of the Companies (Management and Administration) Rules, 2014, setting out the material facts is annexed thereto and forms part of this Notice.
-
In accordance with the MCA Circulars, this Notice is being sent in electronic form only by email to those members whose names appear in the Register of Members/ List of Beneficial Owners as received from Depositories i.e. National Securities Depository Limited ('NSDL') / Central Depository Services (India) Limited ("CDSL") and Company's RTA, i.e. MIIPL as on Friday, February 06, 2026 ('Cut Off Date') and who have or will register their email address with the DPs or with MIIPL in accordance with the process outlined in this Postal Ballot Notice.
-
Only those Members whose names are appearing in the Register of Members I Owners as on the Cut-off Date shall be eligible to cast their votes through postal ballot. A person who is not a Member on the Cut-Off Date should treat this Notice for information purposes only. The voting rights of the Members shall be in proportion to their share of the paid-up equity share capital of the Company as on the Cut-Off Date. It is however, clarified that all Members of the Company as on the Cut-Off Date (including those Members who may not have received this Notice due to non-registration of their e-mail address with the Company/RT A/Depositories) shall be entitled to vote in relation to aforementioned Resolution in accordance with the process specified in this Notice.
-
In compliance with provisions of Section 108 and Section 110 and other applicable provisions, as amended read together with Rule 20 and 22 of Companies (Management and Administration) Rules, 2014 and Regulation 44 of the SEBI Listing Regulations, SS 2 and MCA Circulars, the Company is pleased to offer e-voting facility to all the Members of the Company. For this purpose, the Company has engaged MIIPL for facilitating e-voting to enable the members to cast their votes through Remote e-voting.
-
In accordance with the MCA Circulars and SEBI Circulars, physical copy of the Notice along with Postal Ballot Form and pre-paid business reply envelope will not be sent to the members for this Postal Ballot. The communication of the assent or dissent of the members would take place through the process of Remote e-voting only.
-
www.emudhra.com and the website of Notice is also placed on the website of the Company i.e. and shall be available on the websites of the
MIIPL i.e. www. https://instavote.linkintime.co.in stock exchanges on which the shares of the Company are listed i.e. BSE at www.bseindia.com and NSE at www.nseindia.com. Members who have not received the Notice may download the same from the aforesaid websites.
-
The remote e-voting period commences on Thursday, February 12, 2026 at 9:00 a.m. 1ST and ends on Friday, March 13, 2026 at 5:00 p.m. 1ST. The remote e-voting module shall be disabled for voting thereafter. During this period, the members of the Company holding shares in physical or electronic form, as on Cut-Off Date may cast their vote by electronic means in the manner and the process mentioned in Note No. 15 of this Notice. Once the vote on a resolution(s) is cast by the member, the members shall not be allowed to change it subsequently.
-
Documents referred to in the Notice/ Explanatory Statement shall be made available for electronic inspection without any fee to the members from the date of circulation of this Notice upto the
date of closure of remote e-voting i.e. Friday, March 13, 2026 at 5:00 p.m. IST. Members who wish to inspect such documents are requested to send an email to [email protected] mentioning their name, folio no./client ID and DP ID and the documents they wish to inspect, with a selfattested copy of their PAN card attached to the email.
-
The Board of Directors ("Board") of the Company at its meeting held on Monday, February 02, 2026 has appointed Shri S.P Nagarajan, Company Secretary in Practice (PCS: 10028 and CP No: 4738), to act as Scrutinizer for conducting the Postal ballot through remote e-voting process in a fair and transparent manner, who has communicated his willingness to be appointed and will be available for the said purpose.
-
The Scrutinizer will submit his report, after the completion of scrutiny, to the Chairman of the
Company or any person authorized by him within 2 working days from the end of the remote e- voting period. The Scrutinizer’s decision on the validity of the Votes cast shall be final. The result of the Postal Ballot will be announced by the Chairman of the company, or any other person authorized by him not later than 2 working days from the conclusion of remote e-voting.
- The result of Postal Ballot along with the Scrutinizer's Report will also be placed on the Company's Website at www.emudhra.com and shall also be displayed at the Registered Office of the Company
and also on the MIIPL's website at https://instavote.linkintime.co.in and shall be communicated to the stock exchanges where the Company's shares are listed.
-
Resolutions passed by the members through Postal Ballot are deemed to have been passed as if the same have been passed at general meeting of the members convened in that behalf. The resolutions, if approved by the requisite majority by means of Postal Ballot, shall be deemed to have been passed on the last date of remote e-voting i.e. Friday, March 13, 2026.
-
13.The vote in this Postal Ballot cannot be exercised through proxy.
-
Procedure for registering the e-mail addresses for obtaining the Notice of Postal ballot and
remote e-voting instructions by the Members whose e-mail addresses are not registered with the DPs (in case of Members holding shares in de-mat form) or with MIIPL (in case of Members holding shares in physical form)
Those persons who are Members of the Company as on Cut-off date i.e. Friday, February 06, 2026 and who have not yet registered their e-mail addresses are requested to get their e-mail addresses registered by following the procedure given below:
-
a. In case shares are held in physical mode please provide folio no., name of Member, scanned copy of the share certificate (front and back), PAN (self-attested scanned copy of PAN card), Aadhaar (self-attested scanned copy of Aadhaar card) by e-mail to [email protected].
-
b. In case shares are held in demat mode, please provide DP ID & Client ID (16-digit DP ID & Client ID or 16-digit beneficiary ID), name, client master or copy of consolidated account statement, PAN (self- attested scanned copy of PAN card), Aadhaar (self-attested scanned copy of Aadhaar card) to [email protected]. If you are an individual member holding securities in demat mode, you are requested to refer to the login method explained above i.e., login method for e-voting for individual Member/shareholder holding securities in demat mode.
-
c. Alternatively, members may send a request to [email protected] for procuring User ID and Password fore-voting by providing above mentioned documents.
In terms of SEBI circular dated December 9, 2020 on e-voting facility provided by listed companies, individual Members holding securities in demat mode are allowed to vote through their demat account maintained with depositories and depository participants. Members are required to update their mobile number and e-mail ID correctly in their demat account in order to access e- voting facility.
- The instructions and other information relating to remote e-voting are as under:
In terms of SEBI circular no. SEBI/HO/CFD/PoD2/CIR/P/0155 dated November 11, 2024. Individual shareholders holding securities in de-mat mode are allowed to vote through their de-mat account maintained with Depositories and Depository Participants.
Shareholders are advised to update their mobile number and email Id correctly in their de-mat
accounts to access remote e-Voting facility.
The instructions for e-voting are given herein below:
The remote e-voting facility is available at the following link: https://instavote.linkintime.co.in.
The e-voting event number (EVENT) and period of remote e- voting are set out below:
| Event No. | Commencement of e-voting | End of remote e-voting |
|---|---|---|
| Thursday, February 12, 2026 at 9:00 a.m. 1ST |
Friday, March 13, 2026 at 5:00p.m. 1ST |
E-voting will not be allowed beyond the aforesaid date and time and the e-voting module shall be forthwith disabled by MIIPL upon the expiry of the aforesaid period.
Login method for Individual shareholders holding securities in demat mode:
Individual Shareholders holding securities in demat mode with NSDL
METHOD 1 - NSDL OTP based login
-
a. Visit URL : https://eservices.nsdl.com/SecureWeb/evoting/evotinglogin.jsp
-
b. Enter your 8 - character DP ID, 8 - digit Client Id, PAN, Verification code and generate OTP.
-
c. Enter the OTP received on your registered email ID/ mobile number and click on login.
-
d. Post successful authentication, you will be re-directed to NSDL depository website wherein you will be able to see e-Voting services under Value added services. Click on "Access to e-Voting" under e-Voting services.
-
e. Click on "MUFG InTime" or "e-voting link displayed alongside Company's Name" and you will be redirected to Insta-Vote website for casting the vote during the remote e- voting period.
METHOD 2- NSDL IDeAS Facility
Shareholders registered for IDeAS facility:
-
a. Visit URL: htps://eservices.nsdl.com and click on "Beneficial Owner" icon under "IDeAS Login Section".
-
b. Enter IDeAS User ID, Password, Verification code & click on “Log-in”.
-
c. Post successful authentication, you will be able to see e-Voting services under Value . .
-
added services section Click on "Access to e-Voting" under e-Voting services
-
d. Click on "MUFG In-Time" or "e-voting link displayed alongside Company's Name" and you will be redirected to InstaVote website for casting the vote during the remote .
-
e-voting period
Shareholders not registered for IDeAS facility:
-
a. To register, visit URL: htps://eservices.nsdl.com and select "Register Online for IDeAS Portal" or click on htps://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp
-
b. Enter 8-character DP ID, 8-digit Client ID, Mobile no, Verification code & click on "Submit".
-
c. Enter the last 4 digits of your bank account/ generate 'OTP'
-
d. Post successful registration, user will be provided with Login ID and password.
-
e. Follow steps given above in points (a-d) above.
Shareholders/Members can also download NSDL Mobile App “NSDL Speede” facility by scanning the QR code mentioned below for seamless voting experience.
==> picture [132 x 97] intentionally omitted <==
METHOD 3 - NSDL e-voting website
-
a. Visit URL: https://www.evoting.nsdl.com
-
b. Click on the "Login" tab available under' Shareholder/Member' section.
-
c. Enter User ID (i.e., your 16-digit demat account no. held with NSDL), Password/OTP and a Verification Code as shown on the screen & click on “Login”.
-
d. Post successful authentication, you will be re-directed to NSDL depository website wherein you will be able to see e-Voting services under Value added services. Click on "Access to e-Voting" under e-Voting services.
-
e. Click on "MUFG InTime" or "e-voting link displayed alongside Company’s Name” and you will be redirected to InstaVote website for casting the vote during the remote e- voting period.
Individual Shareholders holding securities in demat mode with CDSL
METHOD 1 - CDSL e-voting page
-
a. Visit URL: www.cdslindia.com
-
b. Go to e-voting tab.
-
c. Enter 16-digit De-mat Account Number (BO ID) and PAN No. and click on "Submit".
-
d. System will authenticate the user by sending OTP on registered Mobile and Email as recorded in Demat Account
-
e. Post successful authentication, user will be able to see e-voting option. The e-voting option will have links of e-voting service providers i.e., MUFG In-Time. Click on "MUFG InTime" or "e-voting link displayed alongside Company's Name" and you will be redirected to InstaVote website for casting the vote during the remote e-voting period.
METHOD 2 - CDSL Easi/ Easiest facility:
Shareholders registered for Easi/ Easiest facility
-
a. Visit URL:htps://web.cdslindia.com/myeasitoken/Home/Login or Visit URL: www.cdslindia.com, click on “Login” and select “My Easi New (Token)”.
-
"
-
b. . Enter existing username, Password & click on "Login
-
c. . Post successful authentication, user will be able to see e-voting option The e-voting option will have links of e-voting service providers i.e., MUFG InTime. Click on "MUFG InTime" or "evoting link displayed alongside Company's Name" and you will be redirected to InstaVote website for casting the vote during the remote e-voting period.
Shareholders not registered for Easi/ Easiest facility:
-
a. To register, visit URL: htps://web.cdslindia.com/myeasitoken/Home/EasiRegistraton/ https://web.cdslindia.com/myeasitoken/Home/EasiestRegistration
-
b. Proceed with updating the required fields for registration.
-
c. Post successful registration, user will be provided username and password on the registered email id. Follow steps given above in points (a-c) above.
Individual Shareholders holding securities in demat mode with Depository Participant
Individual shareholders can also login using the login credentials of your demat account through your depository participant registered with NSDL I CDSL fore-voting facility.
-
a. Login to DP website
-
b. After Successful login, user shall navigate through "e-voting" option.
-
c. Click on e-voting option, user will be redirected to NSDL/CDSL Depository website after successful authentication, wherein user can see e-voting feature.
-
d. Post successful authentication, click on "MUFG InTime" or "evoting link displayed alongside Company's Name" and you will be redirected to InstaVote website for casting the vote during the remote e-voting period.
Login method for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode.
Shareholders holding shares in physical mode/ Non-Individual Shareholders holding securities in demat mode as on the cut-off date for e-voting may register and vote on InstaVote as under:
STEP 1: LOGIN / SIGNUP on Insta-Vote
Shareholders registered for INSTAVOTE facility:
-
a. Visit URL: https://instavote.linkintime.co.in & click on "Login" under 'SHARE HOLDER' tab
-
b. Enter details as under:
-
i.User ID: Enter User ID
-
ii.Password : Enter existing Password
==> picture [238 x 80] intentionally omitted <==
-
iii.Enter Image Verification (CAPTCHA) Code
-
iv.Click “Submit”. (Home page of e-voting will open. Follow the process given under “Steps
-
to cast vote for Resolutions”)
Shareholders not registered for INSTAVOTE facility:
- a. Visit URL: https://instavote.linkintime.co.in & click on "Sign Up" under 'SHARE HOLDER' tab & register with details as under:
i.User ID: Enter User ID
ii.PAN: Enter your 10-digit Permanent
Account Number (PAN) (Shareholders who have not updated their PAN with the Depository Participant (DP)/ Company shall use the sequence number provided to you, if applicable.
==> picture [227 x 103] intentionally omitted <==
-
iii.DOB /DOI: Enter the Date of Birth (DOB)/ Date of Incorporation (DOI) (As recorded with
-
your DP/Company - in DD/MM/YYYY format)
-
iv.Bank Account Number: Enter your Bank Account Number (last four digits), as recorded with your DP/Company.
-
Shareholders, holding shares in NSDL form, shall provide ‘point iv’ above.
-
Shareholders, holding shares in CDSL form , shall provide ‘point iii’ or ‘point iv’ above.
-
• Shareholders, holding shares in physical form , but have not recorded point iii’ and ‘point iv’, shall provide their Folio number in 'iv' above
-
v.Set the password of your choice:
(The password should contain minimum 8 characters, atleast one special Character (!*$#) at least one numeral, at least one alphabet and at least one capital letter).
- vi. Enter Image Verification (CAPTCH) Code.
vii.Click "Submit" (You have now registered on InstaVote).
- Post successful registration, click on "Login" under 'SHARE HOLDER' tab & follow steps given above in points a.
STEP 2: Steps to cast vote for Resolutions through InstaVote
-
a. Post successful authentication and redirection to InstaVote inbox page, you will be able to see the "Notification for e-voting".
-
b. Select 'View' icon. E-voting page will appear.
-
c. Refer the Resolution description and cast your vote by selecting your desired option 'Favour/ Against' (If you wish to view the entire Resolution details, click on the 'View Resolution' file link).
-
d. After selecting the desired option i.e. Favour/ Against, click on 'Submit'.
-
e. A confirmation box 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.
NOTE: Shareholders may click on "Vote as per Proxy Advisor's Recommendation" option and view proxy advisor recommendations for each resolution before casting vote. "Vote as per Proxy Advisor's Recommendation" option provides access to expert insights during the e-Voting process. Shareholders may modify their vote before final submission.
Once you cast your vote on the resolution, you will not be allowed to modify or change it subsequently.
Non- Individual Body corporate shareholders shall send a scanned copy of the board resolution authorising its representative to vote, to the scrutinizer at registered email address with a copy marked to RTA at [email protected] and the company at registered email address.
Guidelines for Institutional shareholders ("Custodian/ Corporate Body/ Mutual Fund")
STEP 1 - Custodian/ Corporate Body/ Mutual Fund Registration
-
a. Visit URL: https://instavote.linkintime.co.in
-
b. Click on "Sign Up" under "Custodian/ Corporate Body/ Mutual Fund"
-
c. Fill up your entity details and submit the form.
-
d. A declaration form and organization ID is generated and sent to the Primary contact person email ID (which is filled at the time of sign up). The said form is to be signed by the Authorised Signatory, Director, Company Secretary of the entity & stamped and sent to [email protected].
-
e. Thereafter, Login credentials (User ID; Organization ID; Password) is sent to Primary contact person's email ID. (You have now registered on Insta-Vote)
STEP 2 - Investor Mapping
-
a. Visit URL: htps://instavote.linkintme.co.in and login with Insta-Vote Login credentials.
-
b. Click on "Investor Mapping" tab under the Menu Section
-
c. Map the Investor with the following details:
-
i. 'Investor ID' - Investor ID for NSDL demat account is 8 Character DP ID followed by 8 Digit Client ID i.e., IN00000012345678; Investor ID for CDSL demat account is 16 Digit Benefciary ID.
-
ii. 'Investor's Name - Enter Investor's Name as updated with DP
-
iii. 'Investor PAN' - Enter your 10-digit PAN.
-
iv. 'Power of Attorney' - Attach Board resolution or Power of Attorney.
NOTE: File Name for the Board resolution/ Power of Attorney shall be - DP ID and Client ID or 16 Digit Beneficiary ID.
Further Custodians and Mutual Funds shall also upload specimen signatures.
- d. Click on Submit button. (The investor is now mapped with the Custodian/ Corporate Body/ Mutual Fund Entity). The same can be viewed under the "Report Section".
STEP 3 - Steps to cast vote for Resolutions through InstaVote
The corporate shareholder can vote by two methods, during the remote e-voting period.
METHOD-1: VOTES ENTRY
-
a. Visit URL: htps://instavote.linkintme.co.in and login with InstaVote Login credentials.
-
b. Click on "Votes Entry" tab under the Menu section.
-
c. Enter the "Event No." for which you want to cast vote.
-
Event No. can be viewed on the home page of Insta Vote under "On-going Events".
-
d. Enter "16-digit De-mat Account No.".
-
e. Refer the Resolution description and cast your vote by selecting your desired option 'Favour/ Against' (If you wish to view the entire Resolution details, click on the 'View Resolution' file link). After selecting the desired option i.e. Favour/ Against, click on 'Submit'.
-
f. A confirmation box 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.
-
(Once you cast your vote on the resolution, you will not be allowed to modify or change it subsequently).
METHOD-2: VOTES UPLOAD
-
a. Visit URL: htps://instavote.linkintme.co.in and login with Insta-Vote Login credentials.
-
b. After successful login, you will see "Notification fore-voting".
-
c. Select "View" icon for "Company's Name/ Event number".
-
d. E-voting page will appear.
-
e.
-
f. Cast your vote by selecting your desired option 'Favour/ Against' in the sample vote file and upload the same under "Upload Vote File" option.
-
g. Click on 'Submit'. 'Data uploaded successfully' message will be displayed. (Once you cast your vote on the resolution, you will not be allowed to modify or change it subsequently).
NOTE: Non- Individual Body corporate shareholders shall send a scanned copy of the board resolution authorizing its representative to vote, to the scrutinizer at registered email address with a copy marked to RTA at [email protected] and the company at registered email address.
Helpdesk:
Shareholders holding securities in physical mode/ Non-Individual Shareholders holding securities in demat mode:
Shareholders holding securities in physical mode/ Non-Individual Shareholders holding securities in demat mode facing any technical issue in login may contact INSTAVOTE helpdesk by sending a request at [email protected] or contact on:- Tel: 022- 4918 6000.
Individual Shareholders holding securities in demat mode:
Individual Shareholders holding securities in demat mode may contact the respective helpdesk for any technical issues related to login through Depository i.e., NSDL and CDSL.
| **Login Type ** | Helpdesk Details |
|---|---|
| Individual shareholders holding securities in demat mode with NSDL |
Members facing any technical issue in login can contact NSDL helpdesk by sending request at [email protected] or call at: 022 - 4886 7000 |
| Individual shareholders holding securities in demat mode with CSDL |
Members facing any technical issue in login can contact CSDL helpdesk by sending request at [email protected] call at toll free no. 1800-21-09911 |
Forgot Password:
Individual Shareholders holding securities in physical mode / Non-Individual Shareholders holding securities in demat mode:
Individual Shareholders holding securities in physical mode/ Non-Individual Shareholders holding securities in demat mode have forgotten the USER ID [Login ID ] or Password or both then the shareholder can use the "Forgot Password" option available on: https://instavote.linkintime.co.in
-
Click on "Login" under 'SHARE HOLDER' tab.
-
Click "forgot password?"
-
Enter User ID, select Mode and Enter Image Verification code (CAPTCHA).
-
Click on "SUBMIT".
==> picture [189 x 75] intentionally omitted <==
In case Custodian / Corporate Body/ Mutual Fund has forgotten the USER ID [Login ID] or Password or both then the shareholder can use the "Forgot Password" option available on: https://instavote.linkintime.co.in
-
Click on “Login” under "Custodian/ Corporate Body/ Mutual Fund" tab
-
Click "forgot password?"
-
Enter User ID, Organization ID and Enter Image Verification code (CAPTCHA).
-
Click on "SUBMIT".
In case shareholders have a valid email address, Password will be sent to his/her registered e-mail address. Shareholders can set the password of his/her choice by providing information about the particulars of the Security Question and Answer, PAN, DOB/DOI etc. The password should contain a minimum of 8 characters, at least one special character (! #$&*), at least one numeral, at least one alphabet and at least one capital letter.
Individual Shareholders holding securities in de-mat mode with NSDL/ CDSL has forgotten the password:
Individual Shareholders holding securities in demat mode have forgotten the USER ID [Login ID] or Password or both, then the Shareholders are advised to use Forget User ID and Forget Password option available at above mentioned depository/ depository participants website.
General Instructions – Shareholders
-
a. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.
-
b. For shareholders/ members holding shares in physical form, the details can be used only for voting on the resolutions contained in this Notice.
-
c. During the voting period, shareholders/ members can login any number of time till they have voted on the resolution(s) for a particular "Event".
.
By the order of the Board of Directors CIN: L72900KA2008PLC060368 For eMudhra Limited Email ID: [email protected] Website : www.emudhra.com Tel: +91 8048484001
Johnson Xavier Company Secretary & Compliance Officer Membership No.: A28304
Date : February 09, 2026 Registered Office : 12-P1-A & P1-B, Hi TechDefence and Aerospace Park (IT sector), JalaHobli, B.K. Palya, Bengaluru-562149
EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013
Item No.1
Re-appointment of Mr. Venkatraman Srinivasan (DIN:00640646) as Executive Chairman of the Company, who is attaining the age of 70 years on May 26, 2026:
The Board of Directors, based on the recommendation of the Nomination and Remuneration Committee (“NRC”), at its meeting held on February 02, 2026, approved the continuation of Mr. V Srinivasan (DIN:00640646) as Executive Chairman of the company beyond the age of 70 years and re-appointment as an Executive Chairman of the Company for a period of five years commencing from May 26, 2026, subject to the approval of shareholders by way of a special resolution through Postal Ballot.
Mr. Venkatraman Srinivasan (DIN: 00640646), Promoter, was appointed as a Chairman of the Company on June 16, 2008. He was appointed as an Executive Chairman for period of 5 years commencing from November 03, 2021, up to November 02, 2026. He has been instrumental in contributing to the growth and development of the Company since its incorporation.
Mr. Venkatraman Srinivasan has over 40 years of experience in senior positions in financial services and IT industry. Having travelled widely around the world, he has a deep understanding of global business issues.
Mr. Venkatraman Srinivasan combines a comprehensive mix of academic qualifications and professional experience. He is a graduate in Mathematics from Madras University and secured the First Rank in the university. Apart from being a rank holder in the Chartered Accountancy examination, he is also a qualified Cost and Works accountant and a Company Secretary. He had also attended the Executive Development Programme at the Kellogg School of Management in Chicago, USA.
Mr. Srinivasan had also authored a book titled "New Age Management Philosophy from Ancient Indian Wisdom" based on his learning from the Thirukural, a 2000-year-old Indian poetry. Mr. Srinivasan was also a guest speaker in various reputed management schools.
Mr. Venkatraman Srinivasan was Chairman of Asia PKI Consortium and a Board Member at the European Cloud Signature Consortium bodies which propose and are instrumental in setting standards around the usage and adoption of digital signatures in several countries.
Mr. Venkatraman Srinivasan is eligible for the re-appointment as an Executive Chairman under the provisions of the Companies Act, 2013 and rules made thereunder. In terms of Section 152 of the Companies Act, 2013, Mr. Venkatraman Srinivasan has consented to act as the Executive Chairman of the Company, if so appointed. Requisite notice as per Section 160 of the Companies Act, 2013 is received from a member proposing the appointment of Mr. Venkatraman Srinivasan as the Executive Chairman.
The terms and conditions regarding the appointment and remuneration are mentioned below:
- a. Term:
i.5 years commencing from May 26, 2026 to May 25, 2031
ii.His current term of employment which is valid up to November 02, 2026 will end on May 25, 2026
-
b. Remuneration: Mr. Venkatraman Srinivasan will draw a remuneration of Re. 1 per year as proposed by him.
-
c. Allowance & Perquisites: Accommodation, conveyance, transportation will be provided by the company. He will be eligible for communication expenses, medical insurance for him and his family, leave and leave travel passage, for him and his spouse, Personal Accident Insurance and Group Term Insurance Coverage, reimbursement of expenses incurred by him for the purpose of the business of the Company and such other benefits, amenities and perquisites as the Board of Directors of the Company may determine from time to time.
The Board and/ or the Nomination and Remuneration Committee of the Company be and is hereby authorized to alter, vary and modify the said terms of appointment and/ or remuneration payable to him, including the monetary value thereof, as per applicable provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 or any statutory modification, clarifications or re-enactment thereof from time to time.
The Board in view of the Company’s best interest recommends the Special Resolution set out at Item No. 1 of the Notice for approval of the Members. Mr. Venkatraman Srinivasan, being appointee and his relatives are deemed to be interested in the said resolution.
Except Mr. Venkatraman Srinivasan, none of the other Directors of the Company are in any way, concerned or interested, financially or otherwise in the resolution set out at Item No. 1 of the Notice.
Except Mr. Venkatraman Srinivasan, Kaushik Srinivasan and Arvind Srinivasan none of the Key Managerial Personnel are in any way, concerned or interested, financially or otherwise in the resolution set out at Item No. 1 of the Notice.
Mr. Venkatraman Srinivasan is father of Mr. Kaushik Srinivasan and Mr. Arvind Srinivasan, Executive Vice Presidents of the Company
Item No. 2
Appointment of Mr. Kaushik Srinivasan (DIN: 02634925) as a Whole-Time Director:
The Board of Directors of the Company, based on the recommendation of the Nomination and Remuneration Committee (“NRC”), at its meeting held on February 02, 2026, recommends the appointment of Mr. Kaushik Srinivasan (DIN: 02634925) as a Whole-time Director of the company for a period of 5 (five) years, with effect from April 01, 2026, on the terms and conditions including remuneration as recommended by the Nomination and Remuneration Committee of the Board, subject to the approval of shareholders by way of a special resolution through Postal Ballot.
Mr. Kaushik Srinivasan, who is part of Promoter Group, joined eMudhra in 2015 as a head of the Technology Solutions Group. Currently as EVP of the Company, he leads product innovation and development, engineering, and professional services for the company’s identity, authentication, and eSignature solutions. Currently, apart from heading Technology Solutions Group, he also takes care of India geography sales. Prior to eMudhra, he worked in the U.S. financial sector—first with UBS Wealth Management and then at Trafelet Delta Funds (a hedge fund) as a Quantitative Analyst. Kaushik holds a Bachelor’s Degree in Computer Engineering and a Master’s Degree in Computer Engineering with a focus on Networking from Stevens Institute of Technology, New Jersey, U.S.A. He is a CFA Charterholder and member of the CFA Institute. Kaushik is also a Business world 40 under 40 winner for 2024.
Mr. Kaushik Srinivasan is neither disqualified from being appointed as a Director in terms of Section 164(2) of the Act, nor debarred from holding the office of director by virtue of any SEBI order or any other such authority and has given all the necessary declarations and confirmation including his consent to be appointed on the Board of the Company.
The terms and conditions regarding the appointment and remuneration are mentioned below:
-
a. Term: 5 years commencing from April 01, 2026 to March 31, 2031
-
b. Remuneration : The aggregate of salary, fixed allowances and bonus/performance linked incentives payable to Mr. Kaushik Srinivasan shall be in the range of Rs. 75,00,000/- to Rs. 2,00,00,000/- per annum.
-
c. Allowance & Perquisites: Accommodation, conveyance, transportation will be provided by the company. He will be eligible for communication expenses, medical insurance for him and his family, leave and leave travel passage, for him, his spouse and children, Personal Accident Insurance and Group Term Insurance Coverage, he shall be entitled to contribution to the Company’s Provident Fund Scheme in accordance with the rules of the Scheme, he shall be entitled to Gratuity as per the rules of the Company, reimbursement of expenses incurred by him for the purpose of the business of the Company and such other benefits, amenities and perquisites as the Board of Directors of the Company may determine from time to time.
The Board and/ or the Nomination and Remuneration Committee of the Company be and is hereby authorized to alter, vary and modify the said terms of appointment and/ or remuneration payable to him, including the monetary value thereof, as per applicable provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 or any statutory modification, clarifications or re-enactment thereof from time to time.
The Board in view of the Company’s best interest recommends the Special Resolution set out at Item No. 2 of the Notice for approval of the Members. Mr. Kaushik Srinivasan, being appointee and his relatives are deemed to be interested in the said resolution.
Except Mr. Venkatraman Srinivasan, none of the other Directors of the Company are in any way, concerned or interested, financially or otherwise in the resolution set out at Item No. 2 of the Notice.
Except Mr. Kaushik Srinivasan, Mr. Venkatraman Srinivasan and Mr. Arvind Srinivasan none of the Key Managerial Personnel are in any way, concerned or interested, financially or otherwise in the resolution set out at Item No. 2 of the Notice.
Mr. Venkatraman Srinivasan, Executive Chairman is father of Mr. Kaushik Srinivasan and Mr. Arvind Srinivasan, EVP of the Company is brother of Kaushik Srinivasan.
Item No. 3
Appointment of Mr. Arvind Srinivasan (DIN: 02547313) as a Director:
The Board of Directors of the Company, based on the recommendation of the Nomination and Remuneration Committee (“NRC”), at its meeting held on February 02, 2026, recommends the appointment of Mr. Arvind Srinivasan (DIN: 02547313) as a Director of the Company, with effect from April 01, 2026, who is liable to retire by rotation, subject to the approval of shareholders.
Arvind Srinivasan is the EVP, International Markets at eMudhra. He holds a master’s degree in finance from the University of Michigan and an MBA from Saïd Business School, University of Oxford (UK). Arvind began his career at Barclays Capital, where he worked in the Treasury function before moving to the Commodities desk in New York, gaining extensive exposure to global financial markets. He is currently based in Dubai, from where he oversees eMudhra’s international business.
In his role at eMudhra, Arvind has been instrumental in leading the company’s expansion beyond India and established its presence across more than 40 countries spanning five continents, including North America, Europe, the Middle East, Africa, and the Far East. Over the past seven years, he has built the systems, structures, and operating mechanisms required for sustained global scale and has consistently driven strong growth & momentum for the Global Markets business. He works closely with governments, regulators, financial institutions, and large enterprises to deploy trusted digital identity, PKI, and electronic signature solutions across diverse regulatory and commercial environments.
Mr. Arvind Srinivasan is neither disqualified from being appointed as a Director in terms of Section 164(2) of the Act, nor debarred from holding the office of director by virtue of any SEBI order or any other such authority and has given all the necessary declarations and confirmation including his consent to be appointed on the Board of the Company. He will be entitled to the sitting fee paid for the Board and Committee Meetings.
He is a Director in the Company’s Wholly-Owned Subsidiary in Dubai and draws his remuneration from the Dubai subsidiary viz. eMudhra DMCC as he is based in Dubai and looking after international business. He is also a Director in some of the other foreign subsidiaries of eMudhra Limited where he does not draw any remuneration. His current remuneration is AED 40,000 per month (INR 9,98,508 per month) drawn from eMudhra DMCC and he is also eligible for other allowances and perquisites given for senior executives in international markets. His salary, other allowances and perquisites will be decided by Nomination and Remuneration Committee from time to time.
The Board recommends the Ordinary Resolution set out at Item No. 3 of the Notice for approval of the Members. Mr. Arvind Srinivasan, being appointee and his relatives are deemed to be interested in the said resolution.
Except Mr. Venkatraman Srinivasan, none of the other Directors of the Company are in any way, concerned or interested, financially or otherwise in the resolution set out at Item No. 3 of the Notice.
Except Mr. Arvind Srinivasan, Mr. Venkatraman Srinivasan and Mr. Kaushik Srinivasan none of the Key Managerial Personnel are in any way, concerned or interested, financially or otherwise in the resolution set out at Item No.3 of the Notice.
Mr. Venkatraman Srinivasan, Executive Chairman is father of Mr. Arvind Srinivasan and Mr. Kaushik Srinivasan, EVP is brother of Mr. Arvind Srinivasan.
DETAILS OF DIRECTOR SEEKING RE- APPOINTMENT
Pursuant to Regulation 36(3) of the SEBI Listing Regulations and Secretarial Standard-2 on General Meetings)
| Name of the Director | Mr. Venkatraman Srinivasan |
|---|---|
| DIN | 00640646 |
| Date of Birth | May 26, 1956 |
| Age | 69 years |
| Date of first appointment on the Board | 16.06.2008 |
| Qualification | Mr. Venkatraman Srinivasan has a bachelor's degree of science in mathematics from the University of Madras. He is an associate member of the Institute of Chartered Accountants of India and Institute of Cost and Works Accountants of India. He is a qualified company secretary from the Institute of Company Secretaries of India. He did Executive Development Programme at Kellogg Graduate School of Management. |
| Experience | Over 40 years |
| Nature of expertise in specific functional areas |
Mr. Venkatraman Srinivasan (DIN: 00640646), Promoter, was appointed as a Chairman of the Company on June 16 2008. He was appointed as an Executive Chairman for period of 5 years commencing from November 03, 2021 up to November 02, 2026. He has been instrumental in contributing to the growth and development of the Company since its incorporation. Mr. Venkatraman Srinivasan has over 40 years of experience in senior positions in Financial services and IT industry. Having travelled widely around the world, he has a deep understanding of global business issues. Mr. Srinivasan had also authored a book titled "New Age Management Philosophy from Ancient Indian Wisdom" based on his learning from the Thirukural, a 2000-year-old Indian poetry. Mr. Srinivasan was also a guest speaker in various reputed management schools. Mr. Venkatraman Srinivasan was Chairman of Asia PKI Consortium and a Board Member at the European Cloud Signature Consortium bodies which propose and are instrumental in setting standards around the usage and adoption of digital signatures in several countries. |
| Terms and conditions of appointment | Continuation as the Executive Chairman of the Company after attaining the age of 70 years and re-appointment for another term of 5years. |
| Details of remuneration last drawn | In the Extra-Ordinary General meeting held on November 05, 2021 the following remuneration was approved for Mr. Venkatraman Srinivasan: a. Term:5 years commencing from November 03, 2021 to November 02, 2026 |
| b. Remuneraton:Mr. Venkatraman Srinivasan will not draw any remuneraton from the Company but contnue to receive remuneraton from eMudhra DMCC, Dubai, a wholly owned subsidiary of the company, within the range AED 20,000 to AED 40,000 per month c. Allowance & Perquisites:Accommodaton and transportaton will be provided by the company. He will be eligible for other benefts, if any provided to the Key Managerial personnel of the company. He will also be eligible for reimbursement of travel and out of pocket expenses in respect of ofcial dutes. While Mr. V Srinivasan was drawing a salary of AED 20000 per month (INR 4,99,254 per month) up to fnancial year 2023. Afer that he has not been drawing any salary. |
|
| Details of remuneration sought to be paid |
a. Remuneraton: Mr. Venkatraman Srinivasan will draw a remuneraton of Re. 1 per year as proposed by him. b. Allowance & Perquisites: Accommodaton, conveyance, transportaton will be provided by the company. He will be eligible for communicaton expenses, medical insurance for him and his family, leave and leave travel passage, for him and his spouse, Personal Accident Insurance and Group Term Insurance Coverage, reimbursement of expenses incurred by him for the purpose of the business of the Company and such other benefts, amenites and perquisites as the Board of Directors of the Company may determine from tme to tme. The Board and/ or the Nomination and Remuneration Committee of the Company be and is hereby authorized to alter, vary and modify the said terms of appointment and/ or remuneration payable to him, including the monetary value thereof, as per applicable provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 or any statutory modification, clarification or re-enactment thereof from time to time. |
| Directorships in other listed Companies (excluding foreign companies) |
Nil |
| Membership/ Chairpersonship of Committees in other listed companies (excluding foreign companies) |
Nil |
| Listed entities from which the Director has resigned from Directorship in last 3(three) years |
Nil |
|---|---|
| No. of Board Meetings attended during 2025-26 (up to the date of this Notice) |
4 |
| lnter-se relationship with other Directors and Key Managerial Personnel of the Company |
Mr. Venkatraman Srinivasan is father of Mr. Kaushik Srinivasan and Mr. Arvind Srinivasan, Executive Vice Presidents of the Company who are proposed to be appointed as Directors of the company through this postal ballot. |
| No. of shares held (as on the date of this Notice): |
|
| (a) Own | 1,43,72,543 |
| (b) For other persons on a beneficial basis |
DETAILS OF DIRECTOR SEEKING APPOINTMENT
Pursuant to Regulation 36(3) of the SEBI Listing Regulations and Secretarial Standard-2 on General Meetings)
| Name of the Director | Mr. Kaushik Srinivasan |
|---|---|
| DIN | 02634925 |
| Date of Birth | January 22, 1985 |
| Age | 41 years |
| Date of first appointment on the Board | Proposed to be appointed w.e.f. April 01, 2026 |
| Qualification | Mr. Kaushik Srinivasan holds a Bachelor’s in Computer Engineering a Master’s in Computer Engineering with a focus on Networking from Stevens Institute of Technology, NJ, U.S.A He is a CFA charter holder and member of the CFA Institute |
| Experience | Over 15 years |
| Nature of expertise in specific functional areas |
Mr. Kaushik Srinivasan has been working with eMudhra Limited from 2015. Mr. Kaushik Srinivasan as EVP currently leads product innovation and development, engineering, and professional services for the company’s identity, authentication, Certification Authority and eSignature solutions. He is also taking care of the sales function for the Indian market. Prior to eMudhra, he worked in the U.S. financial sector—first with UBS Wealth Management and then at Trafelet Delta Funds (a hedge fund) as a Quantitative Analyst. Kaushik is also a Business world 40 under 40 winner for 2024. |
| Terms and conditions of appointment | a. Term:5 years commencing from April 01, 2026 to March 31, 2031 b. Remuneraton: The aggregate of salary, fxed allowances and bonus/performance linked incentves payable to Mr. Kaushik Srinivasan shall be in the range of Rs. 75,00,000/- to Rs. 2,00,00,000/- per annum. c. Allowance & Perquisites: Accommodaton, conveyance, transportaton will be provided by the company. He will be eligible for communicaton expenses, medical insurance for him and his family, leave and leave travel passage, for him, his spouse and children, Personal Accident Insurance and Group Term Insurance Coverage, he shall be enttled to contributon to the Company’s Provident Fund Scheme in accordance with the rules of the Scheme, he shall be enttled to Gratuity as per the rules of the Company, reimbursement of expenses incurred by him for the purpose of the business of the Company and such other benefts, amenites and perquisites as the Board of Directors of the Company may determine from tme to tme. The Board and/ or the Nomination and Remuneration Committee of the Company be and is hereby authorized to alter, vary and modify the said terms of appointment and/or remunerationpayable to him, |
| including the monetary value thereof, as per applicable provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 or any statutory modification, clarifications or re-enactment thereof from time to time. |
|
| Details of remuneration last drawn | In the Nomination and Remuneration Committee Meeting held on April 29, 2024, the following remuneration was approved for the financial year 2024-2025: Salary of AED 36,300 per month (INR 9,06,146 per month) to be paid from eMudhra DMCC (a wholly owned subsidiary of the company) plus variable pay and other perquisites in line with other senior executives employed in eMudhra DMCC However, while he drew remuneration upto March 2024, he did not draw any remuneration from April 2024 to till date. |
| Details of remuneration sought to be paid |
a. Term:5 years commencing from April 01, 2026 to March 31, 2031 b. Remuneraton: The aggregate of salary, fxed allowances and bonus/performance linked incentves payable to Mr. Kaushik Srinivasan shall be in the range of Rs. 75,00,000/- to Rs. 2,00,00,000/- per annum. c. Allowance & Perquisites: Accommodaton, conveyance, transportaton will be provided by the company. He will be eligible for communicaton expenses, medical insurance for him and his family, leave and leave travel passage, for him, his spouse and children, Personal Accident Insurance and Group Term Insurance Coverage, he shall be enttled to contributon to the Company’s Provident Fund Scheme in accordance with the rules of the Scheme, he shall be enttled to Gratuity as per the rules of the Company, reimbursement of expenses incurred by him for the purpose of the business of the Company and such other benefts, amenites and perquisites as the Board of Directors of the Company may determine from tme to tme. The Board and/ or the Nomination and Remuneration Committee of the Company be and is hereby authorized to alter, vary and modify the said terms of appointment and/ or remuneration payable to him, including the monetary value thereof, as per applicable provisions of the Companies Act,2013 and SEBI(Listing |
| Obligations and Disclosure Requirements) Regulations 2015 or any statutory modification, clarifications or re- enactment thereof from time to time. |
|
|---|---|
| Directorships in other listed Companies (excluding foreign companies) |
Nil |
| Membership/ Chairpersonship of Committees in other listed companies (excluding foreign companies) |
Nil |
| Listed entities from which the Director has resigned from Directorship in last 3(three) years |
None |
| No. of Board Meetings attended during 2025-26 (upto the date of this Notice) |
Not applicable |
| lnter-se relationship with other Directors and Key Managerial Personnel of the Company |
Mr. Venkatraman Srinivasan, Executive Chairman is his father and Mr. Arvind Srinivasan, EVP of the Company, who is proposed to be appointed as director through postal ballot,is his brother. |
| No. of shares held (as on the date of this Notice): |
|
| (a) Own | 9,25,880 |
| (b) For other persons on a beneficial basis |
Nil |
DETAILS OF DIRECTOR SEEKING APPOINTMENT
(Pursuant to Regulation 36(3) of the SEBI Listing Regulations and Secretarial Standard-2 on General Meetings)
Name of the Director Mr. Arvind Srinivasan
| DIN | 02547313 |
| Date of Birth | August 22, 1988 |
| Age | 37years |
| Date of first appointment on the Board | Proposed to be appointed w.e.f. April 01, 2026 |
| Qualification | Mr. Arvind Srinivasan holds a Master’s degree in finance from the University of Michigan and an MBA from Saïd Business School, University of Oxford (UK). |
| Experience | Over 15 years |
| Nature of expertise in specific functional areas |
Mr. Arvind Srinivasan has been working in eMudhra DMCC, Dubai since 2017 overseeing the international markets for eMudhra’s products and services. In his role as EVP at eMudhra, Arvind has been instrumental in leading the company’s expansion beyond India in international markets and establishing its presence across more than 40 countries spanning five continents, including North America, Europe, the Middle East, Africa, and the Far East. Over the past seven years, he has built the systems, structures, and operating mechanisms required for sustained global scale and has consistently driven strong growth & momentum for the Global Markets business. He works closely with governments, regulators, financial institutions, and large enterprises to deploy trusted digital identity, PKI, and electronic signature solutions across diverse regulatory and commercial environments. Arvind began his career at Barclays Capital, where he worked in the Treasury function before moving to the Commodities desk in New York, gaining extensive exposure to global financial markets. |
| Terms and conditions of appointment | Appointment as Director of the company, with effect from April 01,2026 |
| Details of remuneration last drawn | In the Nomination and Remuneration Committee Meeting held on May 06, 2025, the following remuneration was approved for the financial year 2025-2026: Salary of AED 40,000 per month (INR 9,98,508 per month) to be paid from eMudhra DMCC (a wholly owned subsidiary of the company) plus variable pay and other perquisites in line with other senior executives employed in eMudhra DMCC. He is currently drawing this salary. He will continue to receive salary from eMudhra DMCC as EVP. |
| Details of remuneration sought to be paid |
For his role as Director of the Company, he will be eligible for sitting fee as paid to other non-executive directors. |
| Directorships in other listed Companies (excluding foreign companies) |
Nil |
| Membership/Chairpersonship | of | Nil | |||
| Committees in other listed companies | |||||
| **(excluding ** | foreign companies) | ||||
| Listed entities from which |
the | None | |||
| Director | has resigned |
from | |||
| Directorship in last 3(three) years | |||||
| No. of | Board Meetings attended |
Not applicable. | |||
| during 2025-26 (up to the date of this | |||||
| Notice) | |||||
| lnter-se | relationship with |
other | Mr. Venkatraman Srinivasan, Executive Chairman is his father | ||
| Directors | and Key Managerial |
and Mr. Kaushik Srinivasan, EVP of the Company, who is | |||
| Personnel | of the Company | proposed to be appointed as whole-time director through | |||
| postal ballot,is his brother. | |||||
| No. of shares held (as on the date of this | |||||
| Notice): | |||||
| (a) Own | 31,54,646 | ||||
| (b) For other persons on a beneficial | Nil | ||||
| basis | |||||