eMudhra Limited has issued a comprehensive postal ballot notice dated February 09, 2026, seeking member approval for significant board-level appointments and re-appointments through remote e-voting.

Proposed Resolutions

The company has put forward three key resolutions for shareholder consideration:

Voting Schedule and Process

The postal ballot process follows a structured timeline with specific dates for each phase:

Executive Chairman Re-appointment Details

Mr. Venkatraman Srinivasan, who will attain 70 years on May 26, 2026, is proposed for re-appointment as Executive Chairman for five years from May 26, 2026 to May 25, 2031. His current employment term, valid until November 02, 2026, will conclude on May 25, 2026. The proposed remuneration structure includes Re. 1 per year as salary, along with accommodation, conveyance, transportation, communication expenses, medical insurance, and other perquisites as determined by the Board.

Whole-Time Director Appointment

Mr. Kaushik Srinivasan is proposed for appointment as Whole-Time Director for five years from April 01, 2026 to March 31, 2031. His remuneration package includes salary, fixed allowances, and performance-linked incentives ranging from Rs. 75,00,000 to Rs. 2,00,00,000 per annum, plus comprehensive benefits including accommodation, medical insurance, provident fund contributions, and gratuity entitlements.

Director Appointment

Mr. Arvind Srinivasan is proposed for appointment as Director effective April 01, 2026, subject to retirement by rotation and eligible for sitting fees for Board and Committee meetings.

Family Relationships and Experience

All three proposed appointees are related, with Mr. Venkatraman Srinivasan being the father of both Mr. Kaushik Srinivasan and Mr. Arvind Srinivasan. The candidates bring substantial experience across financial services, technology, and international markets, with qualifications from prestigious institutions and proven track records in their respective domains.

Voting Instructions

Shareholders can participate in the remote e-voting process through various platforms including NSDL, CDSL, and InstaVote, depending on their shareholding mode. The company has appointed Mr. S P Nagarajan as Scrutinizer to ensure fair and transparent conduct of the postal ballot process.

eMudhra 's Executive Chairman Venkatraman Srinivasan has categorically dismissed fraud allegations made by 3I Infotech as "pure imagination and fiction," providing detailed explanations during an investor conference call held to address the accusations.

Management's Detailed Response

During the conference call, Srinivasan outlined the historical relationship between the companies and systematically addressed each allegation. The Executive Chairman emphasized that all transactions were conducted through proper procedures with appropriate valuations and board approvals.

Historical Background and Divestment Details

Srinivasan served as Managing Director and CEO of 3I Infotech from 1999 until 2012. eMudhra was originally promoted as a wholly owned subsidiary of 3I Infotech Consumer Services Limited. In 2010, the 3I Infotech Board decided to divest the company as it was primarily in retail digital signature business while the parent focused on enterprise software.

Preference Share Redemption Dispute

The second allegation concerns preference share redemption. The ₹25 crores preference shares were scheduled for redemption in 2015, but the company negotiated a structured payment plan with 3I Infotech due to insufficient accumulated profits.

Legal and Procedural Compliance

Srinivasan highlighted that the original divestment involved eminent board members including H.N. Sinor (former AMFI Chairman) and Vishakha Mulye (ICICI Bank Executive Director). The transaction was based on a Deloitte valuation report and followed all ICICI Limited procedures.

The company maintains that preference share redemption was completed according to the agreed terms, with 3I Infotech accepting the redemption and returning the shares in 2017. All necessary forms were filed with company law authorities.

Current Management Changes at 3I Infotech

The Executive Chairman attributed the current allegations to new management at 3I Infotech, which is now predominantly retail-owned with SREI Infrastructure holding 10-12%. The new management, unfamiliar with historical transactions, has raised questions about deals completed 15-17 years ago.

eMudhra expressed confidence in defending its position through legal proceedings, stating it possesses all necessary evidence including the Deloitte valuation report, preference share redemption documentation, and proof of proper board procedures.