Ladies and gentlemen, good day and welcome to the eMudhra Limited conference call for the update on acquisition of Cryptas International. As a reminder, all participant lines will be in the listen-only mode, and there will be an opportunity for you to ask questions after the presentation concludes. Should you need assistance during the conference call, please signal an operator by pressing star, then zero on your touchtone phone. I now hand the conference over to Mr. Venkatraman Srinivasan, Executive Chairman. Thank you, and over to you, sir.
Thank you. Good afternoon to all of you. Welcome all of you to this conference call. We are very happy to announce and inform you that eMudhra BV, a subsidiary of eMudhra Limited, has entered into an agreement dated June 27, 2025, for acquisition of 51% controlling stake in Cryptas International GmbH, Vienna, Austria. Cryptas is a prominent European provider of encryption and trust services, and Cryptas International GmbH owns 100% of the following companies: Prinsheim GmbH, Austria, which is a qualified trust service provider in Europe; Cryptas IT Security GmbH, Austria, engaged in cybersecurity business in Austria; Cryptas International GmbH, a holding company. These are subsidiary companies doing business in the respective areas; and Cryptas Deutschland GmbH, Germany, which is engaged in cybersecurity business in Germany, and Cryptas Nordic CAB, Sweden, engaged in cybersecurity business in Sweden.
Cryptas International also holds 49% in another company called European Trust Services GmbH, Vienna, where the balance of 51% is owned by an Austrian government-owned company. On the acquisition of Cryptas International GmbH, we will expand eMudhra's global digital trust footprint, particularly in the European Union, because, as all of you know, we have good presence in the Middle East, good presence in Africa, and over the last two years, we have established good presence in the USA. Now, we need to establish presence in Europe, so this acquisition will complement and enable us to establish a presence there. From a consideration perspective, immediate cash consideration of $5 million is being paid, and then on the basis of 51%, then on the basis of 10 times EBITDA multiplied for 2026, the upside will be paid for the same 51%.
From 2028 to 2030, there will be a put or call option in favor of the promoters, as well as in favor of eMudhra, for the balance 10% to put or call at the same valuation multiples of 10 times EBITDA. At that valuation, this can be done. The transaction, we have already signed the agreement, and the money remittance and the closing of the transaction is expected to take three to four weeks' time. The main rationale is maintaining expansion into Europe, which I already explained to you. Then, enhance the solution portfolio. The key thing is, up to now, we are only WebTrust accredited. We are not eIDAS accredited. Our European accreditation is not there, so we are not able to provide the digital signature and other trusted signature services in the European region.
Now, with this Cryptas acquisition, because Prinsheim is already accredited, we can provide this digital services business in the European region also. This is one area of complementarity. Another area is on this certificate lifecycle management side. While we offer certificate lifecycle management from a server side, this company Cryptas offers from a client side, so that product we can take globally. This is another synergy which is there. At present, in the European region, they are selling third-party products. For example, for the CA system, they are selling another US company solution into the European region. Instead of it, they can market our solution. That way, both sides' complementarity is there.
Also, new to that, they have a very good customer base in the banking segment, financial service segment, government segment, and other enterprise segment, into which they can sell our CA solutions, authentication solutions, and all that. The paperless and signed solution also can be sold. That way, mutual complementarity is there in terms of our ability to sell their solution and their ability to sell our solutions. The third rationale is they can do everything more cost-effective. At present, they have 60 employees. Everybody is based in Europe. Now, for additional employment, they can create offshore some of this low-end work and also offshore some of the other work into India so that the cost base can be effectively reduced, so that the profitability can be improved.
On the new innovation side on cybersecurity, jointly, both companies can apply or maintain and bring out new innovative products into the market. That will be another synergy. That way, this company has very good synergy with eMudhra and eMudhra's products and services. Also, from a region perspective, they are present in the region where we are not strong. That also offers a lot of complementarity. Again, as indicated by us in the stock exchange update, though the current profitability, they are EBITDA positive, the profitability is slightly less. From there, with all these synergies, we hope that we can improve the profitability considerably over the next two to three years and also increase the top line. This is the broad picture about this Cryptas acquisition. Do you want to be?
Now, we can have question and answers. Any one of you want to ask a question, you can ask, and then we can answer.
Thank you very much. We will now begin the question and answer session. Anyone who wishes to ask a question may press star and one on their touchstone telephone. If you wish to remove yourself from the question queue, you may press star and two. Participants are requested to use handset while asking a question. Ladies and gentlemen, we will wait for a moment while the question queue assembles. Ladies and gentlemen, if you wish to ask a question to the management, you may press star and one. The first question is from the line of Surbi from Bellwether Capital. Please go ahead.
Hi, sir. Congratulations on the acquisition. I wanted to understand the importance and the advantage of being a qualified trust service provider given the eIDAS regulations. I believe that there are a few non-qualified trust service providers also in that region. What significance or what added advantage does being a qualified trust service provider provide?
Yeah. No, thank you for that question. To quickly answer, there is no concept of non-qualified trust service provider. Anybody that has to basically issue digital signatures that are in legal compliance with the European Identity Law, which is eIDAS, essentially has to be a qualified trust service provider. This company, one of the subsidiaries called Prinsheim, is a qualified trust service provider serving the Austrian-German market, where they have a lot of customers, both the enterprise segment as well as the small and medium business segment. Over time, the plan is to obviously take it to the other parts of the European Union. That's number one. Number two, Europe has been somewhat of a forefront in terms of global standardization as far as many things are concerned.
A lot of the standards that today we are dealing with in telecom, internet, etc., are a consequence of European standards. eIDAS, as a framework, is being adopted by many countries globally in the Middle East, in Africa, in Latin America, and many other geographies that we operate. Even here, sort of the importance of having a trust service provider that we own is quite significant because to many of these markets now, we are able to position that we are not only accredited, for instance, in India and WebTrust, but also in Europe. In essence, the coverage will be significant. We will be accredited in India, we will be accredited in the Middle East, we will be accredited in Europe. We'll also be WebTrust accredited, which allows us to offer certificates in many other parts of the world.
As a player, that puts us in a very unique spot when we sell digital signatures in many markets, and we also sell solutions that are largely backed on European-driven standards.
Got it. Got it. Just a follow-up on the CLM side, sir mentioned that Cryptas offers from a client side. Could you just broadly explain that a bit in detail? What do you mean by client- side on the CLM front? Yeah.
Yeah. Yeah. In Europe, there is a heavy, or rather a huge, market for digital signature certificates to even authenticate into your laptops, desktops, and those kind of, even for instance, mobile devices and stuff, right, which is what we call clients, as against servers, which are typically devices that are used or machines that are used to host websites. A lot of the customers that Cryptas deals with are fairly large banks, sort of energy companies, etc., who use their solution and the associated digital signature certificates to log in to such devices. There is heavy usage of digital signature certificates driven both by voluntary adoption as well as compliance mandates.
Now, when you're looking at a large workforce that are using digital signature certificates on, let's say, thousands or hundreds of thousands of laptops, etc., you need the ability to also manage the certificate lifecycle, similar to what we do on the server side with the websites. That's the solution that they have in terms of managing the clients, not only being able to issue these client certificates for enterprise authentication but also to manage their lifecycle.
Got it.
It is very complementary to what we do because we are more on the server, they are more on the client. Now we will have a much more comprehensive offering.
Got it. Got it. Could you also give some more flavor on the client profile of Cryptas and the length of relationship you have had with them?
Yeah. Broad client segments are only the DFSA, government is there, then the energy sector, and other enterprises. A lot of them are very large clients. In the retail, they have almost 55,000-60,000 clients who use that digital signature. These clients have been there almost for the last 8 to 10 years, mainly in Austria, Germany, and also a little bit of clients in Switzerland, some clients, and also in Sweden.
Got it. Got it. I have one more question.
Yeah. Bank.
Okay. Got it, sir. I believe Cryptas is using Keyfactor to acquire PKI solution, e.g., DCA, and we have our own PKI solution as well. Is there a possibility to replace that solution with ours? In that process, what would be the complexity involved? How would the transition take place at the customer end? Over what length of period of time would you be able to do that, if that is a possibility in the first place?
Yes, it is a possibility. That's right. Wherever already they have sold, immediate replacement may not come. Wherever new sales are happening in that, instead of pitching the other people's product, they can pitch eMudhra product. Whenever the replacement comes for the existing product where that Keyfactor CA solution is there, there again, they can propose the eMudhra solution. That way, over time, this replacement can happen. We have also estimated in a year what can happen. In a year, whatever they sell, one is this and the other, including our other what Kaushik explained, certificate lifecycle management and all that, almost $1 million of saving plus incremental revenue will be possible as of now immediately.
Understood. One last bookkeeping question. Is there a debt in the books of Cryptas?
Debt is not there. Small debt is there. Otherwise, the promoter himself has funded by way of a mezzanine capital. That mezzanine capital is there. That mezzanine capital is being counted as part of the overall equity of the promoter, which, when we buy, within the valuation, it will subsume. Other than that, the other debts are not so high.
Okay, sir. Okay. I'll get back in the question queue. Thank you.
Yeah.
Thank you. Participants who wish to ask a question may press star and one. Ladies and gentlemen, if you wish to ask a question, you may press star and one. The next question is from the line of Santosh from Vianus Ventures. Please go ahead.
Hi sir. Good afternoon. My question is regarding the services which Cryptas is providing, getting they have trust services and cybersecurity. What is the percentage between them? The second part of the question is that in the previous calls also, we have said because of the increase in the service business, the margin has come down a little bit. Will this be a margin equator, or will it impact the margin?
No. That service business— what we are saying is not this trust service business. That service business was for doing the cybersecurity and digital transformation related people-based services. Trust services is similar to eMudhra. In eMudhra also, if you see, almost 20% of our business comes from the trust services where we issue digital signatures. Like that, for them also, almost, if you see, 18-20% come from their trust service business. Other thing is more solution business. It is not a services in the sense services of providing people relating to digital transformation. It is a service of third-party implementation and then consulting and those kind of services. Today, the profitability is lower. Predominantly, they operate fully from high-cost region.
Now, with taking our product and then pushing some of the operation back to India for the growth purposes and all that, the profitability can again be back to our at least some 20% EBITDA kind of margins.
Okay. Okay. Understood, sir.
Yeah.
Okay. What is the size of opportunity we're looking for in Europe with the creation of Cryptas and all? Like in long term, when the integration happens between both eMudhra and Cryptas in long term, two, three years, what is the kind of opportunity we're looking at in Europe?
Currently, they are doing around EUR 9.7-9.8 million revenue. So we wrote and made optimistic projection and then reasonable, very conservative projection. On the conservative projection in four years, we are thinking of $15-16 million. On the optimistic projection, $20 million, EUR 20 million.
Okay.
Only euro, not dollar.
Yes. Yes, sir. Yeah. Understood. Sir, last question. We can expect the similar kind of margin profile, like eMudhra, the combination which you have trust services and cybersecurity, similar to the Cryptas also, or it's a better margin profile?
Similar margin profile, but not currently. That will take maybe another two years to come to that because of the cost saving and all that.
Sure. Understood. Thank you, sir. Thank you.
Yeah.
Thank you. Ladies and gentlemen, if you wish to ask a question, you may press star and one. Participants who wish to ask a question may press star and one. The next question is from the line of Surbi from Bellwether Capital. Please go ahead.
Yeah. Hi. Thank you again for the opportunity. From a positioning point of view of Cryptas, could you give us an overview of the competitive landscape there in terms of the other players that are there that they're competing with, their size and scale, some sense around, from a capability perspective, how are we competitively positioned in this geography?
In the trust service space, they operate again in two segments. One is trust service and then the solutions. In the trust service space, there are only two of them in the Austrian market, right? Cryptas and the other players pretty much have an equal share, right? On the solution side, Cryptas is fairly niche because they solve a unique need in the German, Austrian, and the Swiss market in terms of the client-side authentication using PKI, where there are not a lot of competitors that are basically having capability set that they have, which is why the client profiles are all very large banks, including some key, for instance, energy utilities companies and so many other sort of large names in that market, right?
On the trust service, while there is a local competitor on the enterprise solution, we feel they are somewhat uniquely positioned in those because they are also, the focus is not pan-Europe. They are largely restricted today to the German, Austrian, Swiss, and the Swedish market, right? Predominant revenue coming from Germany, Austria.
Understood. What would be the broad revenue split between trust and the services business?
of EUR 9.7 million, trust will be around EUR 1.8 million-EUR 1.9 million. The balance will be the other solutions.
Got it. Got it. Just wanted to understand the cost structure of Cryptas better. How much of that would be, just ballpark, the employee cost? How much of that would be sales and marketing? How much would that be for the product or the platform cost? Just if you can give a broad cost structure of Cryptas, and like you mentioned that there is an opportunity to outsource some of the work to India and improve the margins, how do you see that playing out in the next two, three years?
Out of almost 55-60% is the employee cost. That is where a lot of scope is there to outsource something. One is on that. The second thing is whatever they are buying, the third-party component, like the other CA solution they are buying, that can be replaced with eMudhra solution. There also, cost can be saved. Both ways, cost can be saved. The main thing is the 55-60% is employee cost on the total cost.
Got it. Got it. All right. Thank you.
Thank you. A reminder to all participants that you may press star and one to ask a question. As there are no further questions from the participants, I now hand the conference over to the management for their closing comments.
I once again thank all of you for joining this conference. I hope we have answered your questions satisfactorily. Even if you have any more questions later on, you can contact us so that we can answer you. With that remark, I would like to close the meeting and thank you once again.
Thank you. On behalf of eMudhra Limited, that concludes this conference. Thank you for joining us, and you may now disconnect your lines. Thank you.