eMudhra

Largest licensed Certifying Authority in India.

The Company is a one stop shop solution provider in secure digital transformation and are well-positioned to capture the favourable industry dynamics in India and globally,

Technology certifications, accreditations and membership in international bodies.

Technology backed infrastructure to support quality and security of services and solutions.

Diverse, longstanding and growing customer base.

Partnerships with leading Indian and global channel partners and enterprise solution partners.

Experienced promoter, board of directors and senior management team.

Its commercial success is largely dependent upon the company`s ability to successfully anticipate market needs and utilize and manage its research and development resources to upgrade and enhance existing solutions and develop and introduce new solutions that meet the end users` needs on a timely basis. Any failure to do so, might impact its ability to compete effectively and could make,its products obsolete, thereby adversely affecting the company revenue, reputation, financial conditions, results of operations and cash flows.

As part of its growth strategy, the company intend to expand its business operations to geographical areas in which the company have limited operation history. Its cannot assure you that its expansion plans will be profitable or that such expansion will not adversely affect its business, results of operations and financial condition.

One of its objects of the Offer is to invest in eMudhra INC one of its Subsidiaries, incorporated in United States of America to augment its business development, sales, marketing and other related costs for future growth. The expenditure proposed to be incurred is subject to external factors and uncertainty of the outcome of such expenditure.

The company propose to use Rs. 46.36 crores of the Net Proceeds of the Offer towards purchase of equipments and funding of other related costs for data centers proposed to be set up in India and overseas locations. For the data centers proposed to be set up in overseas locations, the company are yet to identify locations, purchase real estate or enter into long-term leasehold arrangements or rental agreements at locations suitable for setting up and operating its proposed data centers. In case the company are unable to set-up the data centers in a timely manner as mentioned in the chapter "Objects of the Offer", Its may face delay in deploying Net Proceeds towards purchase of equipments for these data centers to be set up in India and overseas locations which could have an adverse effect on its business, financial condition, results of operations and growth prospects.

The company is highly dependent on technology in carrying out its business activities and it forms an integral part of the company business. If its face failure of the company technology platform, its may not be able to compete effectively which may result in lower revenue, higher costs and would adversely affect its business and results of operations.

Its security measures may in the future be, compromised. Consequently, its services and solutions may be perceived as not being secure. This may result in customers curtailing or ceasing their use of its solutions, its reputation being harmed and incurring of significant liabilities and lead to an adverse effect on its results and growth prospects.

The company is dependent on one channel partner for a significant portion of its revenues and a loss of such partner could adversely affect its business, financial condition and results of operations.

If its solutions fail to perform properly due to defects, delays or similar problems, and if the company fail to develop enhancements to resolve any defect or other problems, its could lose customers, become subject to service performance or warranty claims or incur significant costs.

The company face significant competition from both established and new companies offering trust services, digital security and paperless transformation solutions, which may have a negative effect on its ability to add new customers, retain existing customers and grow its business.

Its expansion into new product categories and an increase in the number of products offered by its may expose it to new challenges and more risks.

The company relies on its data centers for efficient functioning of its technology platform, and any interruption or delay in service from these facilities could impair the delivery of its technology platform and digital products and adversely impact its business and results of operations.

If the company is unable to maintain successful relationships with its partners, its business, results of operations and financial condition could be harmed.

The company has not placed 100% orders for the capital equipment to be purchased for its existing and proposed data centers from the proceeds of this Offer.

The company could incur substantial costs in protecting or defending its proprietary rights, and any failure to adequately protect its rights could impair its competitive position and its may lose valuable assets, experience reduced revenue and incur costly litigation to protect its rights. Further, the Company vide a deed of assignment has assigned one of its trademarks to its Subsidiary, eMudhra Consumer Services Limited, and breach of any of the clauses of this deed, could have a material impact on its goodwill, business operations, financial condition and results of operations.

Its may be accused of infringing or misappropriating intellectual property rights or confidential know how of third parties.

If its existing clients do not renew their agreements with it, or expand the scope of services the company provide to them, or if its long-term relationships with some of its largest clients are impaired or terminated, its revenue could decline, and its results of operations would be adversely impacted.

If its third-party service providers and key vendors are not able to or do not fulfil their service obligations, its operations could be disrupted and its operating results could be harmed.

The company use open-source software in its products, which could subject it to litigation or other action.

If the company do not set optimal prices for its platform and offerings, its business, financial condition, and results of operations could be adversely affected.

The company is subject to various Indian and international laws and regulations regarding privacy and data security, and its or the company clients may be subject to regulations related to the handling and transfer of certain types of sensitive and confidential information. Any failure to comply with these laws and regulations could impose significant civil, criminal or monetary liability.

The Company has experienced negative cash flow in the past and may continue to do so in the future, which could have a material adverse effect on its business, prospects, financial condition, cash flows and results of operations.

If the company is unable to attract new customers, retain customers at existing levels or sell additional functionality and services to its existing customers, its revenue growth will be adversely affected.

Its inability to receive or renew the necessary licenses, approvals and registrations in a timely manner or at all may lead to interruption of its Company`s operations. Further, the company have obtained various international certifications or accreditations, the cancellation of which could adversely impact its business and financial condition.

The commercial success of its digital products and solutions depends to a large extent on the success of its end use customers. Prolonged volatility or downturns affecting the industries in which its end use customers operate, may impact its business and financial condition.

Its recent rapid growth may not be indicative of the company future growth, and, if its continue to grow rapidly, its may not be able to manage the company growth effectively.

Any international expansion efforts may expose it to complex management, legal, tax and economic risks, which could adversely affect its business, financial condition, cash flows and results of operations.

The market for its Digital Trust Services and Enterprise Solutions is relatively new and evolving. If the market does not develop further, develops more slowly, or in a way that the company do not expect, its business will be adversely affected.

The continuing impact of the COVID-19 pandemic on its business and operations is uncertain and it may be significant and continue to have an adverse effect on its business, operations and its future financial performance.

The company relies on telecommunications and information technology systems to provide continued and unimpeded access to its platform to the company customers.

If the company is unable to continue to innovate or if its fail to adapt to changes in its industry, its business, financial condition, cash flows and results of operations would be adversely affected.

If the company is not successful in executing its strategy to increase its sales to enterprise customers or new age industries, its results of operations may suffer.

The implementation process of its platform and products may in some cases be time consuming, and any failure of its products to satisfy its customers or perform as desired could harm its business, results of operations, and financial condition.

The Company proposes to utilize part of the Net Proceeds for repayment or pre-payment, in full or in part, of all or certain borrowings availed by the Company from Kotak Mahindra Bank Limited and accordingly, the utilization of that portion of the Net Proceeds will not result in creation of any tangible assets.

If the company fail to offer high quality support, its business and reputation could suffer.

The company may not be able to scale its business quickly enough to meet its customers` growing needs and if the company is not able to grow efficiently, its operating results could be harmed.

Future partnerships could be difficult to identify and integrate, divert the attention of management, disrupt its business and adversely affect its operating results and financial condition.

The company may not be able to successfully manage the growth of its business if the company is unable to maintain adequate internal systems, processes and controls.

The company may need to seek additional financing in the future to support its growth strategies. Any failure to raise additional financing could have an adverse effect on its business, results of operations, financial condition and cash flows.

The company is currently, and may in the future be, subject to legal proceedings and litigation, including intellectual property disputes, which are costly and may subject it to significant liability and increased costs of doing business.

Some of its Subsidiaries and Bluesky Infotech, an entity forming part of its Promoter Group and one of its Group Companies may have conflict of interest as they are engaged in similar business or industry segments and may compete with the company.

Its business is seasonal in nature.

Its registered office and data centres through which the company operate have been taken on lease and its cannot assure you if such lease will be renewed from time to time.

Its funding requirements and proposed deployment of the Net Proceeds have not been appraised by a bank or a financial institution and if there are any delays or cost overruns, its may have to incur additional cost to fund the objects of the Offer because of which its business, financial condition and results of operations may be adversely affected.

Its Subsidiaries have availed certain unsecured loans which are recallable in nature.

Any delays and/or defaults in customer payments could result in increase of working capital investment and/or reduction of the Company`s profits, thereby affecting its operation and financial condition.

The Company requires significant amount of working capital for a continuing growth. its inability to meet its working capital requirements may adversely affect its results of operations.

The company has certain contingent liabilities and its financial condition and profitability may be adversely affected if any of these contingent liabilities materialize.

Its Subsidiaries have incurred losses in the past.

One of its Subsidiaries, eMudhra INC had a negative Net Worth.

The Company has been unable to make relevant contribution towards the employees provident fund of certain workers due to technical difficulties.

The company has in past entered into related party transactions and its may continue to do so in the future.

The agreements executed by the Company and its Subsidiaries with lenders for financial arrangements contain restrictive covenants for certain activities and if the company or its Subsidiaries are unable to get their approval, it might restrict its scope of activities and impede its growth plans.

In addition to the existing indebtedness the Company or its Subsidiaries, may incur further indebtedness during the course of business. the company cannot assure that the Company or its Subsidiaries would be able to service the existing and/ or additional indebtedness.

One of its Promoters, namely, Venkatraman Srinivasan, has provided personal guarantee for loans availed by it. In event of default of the debt obligations, the personal guarantees may be invoked thereby adversely affecting its Promoter`s ability to manage the affairs of the Company and the Company`s profitability and consequently this may impact its business, prospects, financial condition and results of operations.

Increases in operational costs could adversely affect its results of operations.

Employee fraud or misconduct could harm it by impairing its ability to attract and retain clients and subject it to significant legal liability and reputational harm.

The company has not made any alternate arrangements for meeting its capital requirements for the Objects of the Offer. Further, the company has not identified any alternate source of financing the "Objects of the Offer. Any shortfall in raising / meeting the same could adversely affect ots growth plans, operations and financial performance.

Its Promoters, Directors, Key Managerial Personnel and one of its Group Companies have interests in the Company other than reimbursement of expenses incurred or normal remuneration or benefits.

The company is dependent on its Promoters, management team and a number of Key Managerial Personnel and the loss of, or its inability to hire, retain, train, and motivate qualified personnel could adversely affect its business, results of operations and financial condition.

Its industry is competitive and its inability to compete effectively will adversely affect its business, results of operations, financial condition and cash flows.

Changing laws, rules and regulations and legal uncertainties, may adversely affect its business, results of operations, cash flows and financial condition.

Its international operations may expose it to complex management, foreign currency, legal, tax and economic risks. These risks may have a material adverse effect on its business, prospects, financial condition, results of operations and cash flows.

An inability to maintain adequate insurance cover in connection with its business may adversely affect its operations and profitability.

The Company will not receive any proceeds from the Offer for Sale portion, and the Selling Shareholders shall be entitled to the Offer Proceeds to the extent of the Equity Shares offered by them in the Offer for Sale. Its Promoters are therefore interested in the Offer in connection with the Equity Shares offered by them in the Offer for Sale.

The Company is subject to foreign exchange control regulations which can pose a risk of currency fluctuations.

Its ability to pay dividends in the future may be affected by any material adverse effect on its future earnings, financial condition or cash flows.

The company has commissioned an industry report for the disclosures made in the chapter titled "Industry Overview" and made disclosures on the basis of the data provided in the same.

Its Promoters and members of the Promoter Group have significant control over the Company and have the ability to direct its business and affairs; their interests may conflict with your interests as a shareholder.

Its future fund requirements, in the form of further issue of capital or securities and/or loans taken by it, may be prejudicial to the interest of the Shareholders depending upon the terms on which they are eventually raised.

The Company does not have any listed peer companies for comparison of performance and therefore, investors must rely on their own examinations of accounting ratios of the Company for the purposes of investment in this Offer.