Ladies and gentlemen, good day and welcome to the eMudhra Conference Call with the management in response to certain disclosures made by 3i Infotech Limited on February 4 2026. 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 a touch-tone phone. Please note that this conference is being recorded. I now hand the conference over to Mr. Venkataraman Srinivasan, Executive Chairman. Thank you, and over to you, sir.
Yeah, thank you. Welcome all of you to this conference. So what we thought, because they have made some allegations and we have made some reply, I thought it may be appropriate to brief all of you about this whole thing so that you are also clear. So if you see 3i Infotech, I will give a little background and then brief about the allegation. So in 3i Infotech, I was the managing director of 3i Infotech from almost 1999 until 2012, June or so. Up to that time, I was the managing director and CEO of 3i Infotech Limited. This company, eMudhra, was originally promoted as 3i Infotech Consumer Services Limited as a wholly owned subsidiary of 3i Infotech. So at the time I was managing director of 3i Infotech, this company was promoted as a wholly owned subsidiary.
Then in 2010, the 3i Infotech board felt, because this was initially only issuing the digital signature, so more in sort of retail business, but 3i Infotech Limited was predominantly in the enterprise software segment. So the board felt that this company should be hived off. So when that was there, then in December 2010, we hived off the company. And another person by name Ravi Jagannathan, who promoted a company called Indus Innovest Holdings Private Limited, they acquired this company. So that is how it went to Indus Innovest, promoted by Ravi Jagannathan. Then though Indus Innovest promoted by Ravi Jagannathan, I continued as a chairman of this company, non-executive chairman, not as an executive chairman. So I continued only in that capacity. And actually, day-to-day working and the managing director of the company was Ravi Jagannathan.
Then in 2012, I exited 3i Infotech, and around that time I made some investment into this company. Then even at that time, I was not managing the company. So Ravi Jagannathan was managing the company. Then in 2013 end, when Ravi Jagannathan felt he is not able to manage and the company is not progressing much and all that, and it was supported by Wolters Kluwer from Netherlands. And Wolters Kluwer also stopped their support. Then at that time, we did a business bifurcation, and then this eMudhra part came to me and a lot of other part of business went into Ravi Jagannathan. Then from January 2014, I started actively managing the company. So this is the history. So in this history, they are alleging. The 3i Infotech is now making two allegations.
So the first allegation is that when I was the Managing Director of the company in 2010, I sold this division, this 3i Infotech Consumer Services, to this Indus Innovest group at a very cheap price by making some fraud and not properly disclosing and not properly educating the board of directors prevailing at that time. So this is one of the allegations. So that I had misrepresented the value and I sold the company at a very cheap value. So this allegation is being made after almost 16 years. So the divestment was made in 2010, and now in 2026, they are making this allegation. So but from this point, if you see at that time 3i Infotech Limited, it was still a predominantly ICICI-owned company. I was not the promoter of that company and I was not holding any share.
I was a purely salaried CEO of the company at that time. Then the company's board consisted of eminent people like Mr. H.N. Sinor, who was the AMFI Chairman, and he was the Central Bank of India Executive Director, and then Vishakha Mulye, who was the Executive Director in ICICI Bank currently in some Aditya Birla Group CEO. So like that, a lot of eminent people were on the board. And then the hive off also was made after taking Deloitte valuation report. So Deloitte valuation report valued the company around INR 30 crore-INR 35 crore, but actually we divested at a value of INR 55 crore. So that way, from my perspective, I do not think that there is any misleading of the board or defrauding the board or anything like that was involved at all. Because the people in the board were not such a people. They were all eminent people.
Also, divestment was made based on this Deloitte valuation report. Also, it was owned by ICICI Limited, who followed all the procedures. So that way, making allegation after 16 years that you, when you were MD, you divested it for a cheap value, and there was conflict of interest and all. It's a pure imagination and fiction only. I will tell you why these are coming at the end of this presentation. So it's a pure fiction only. This is our opinion. So we will based on this, we will if at all, whatever necessary, we will fight appropriately under the legal procedures. And another thing, what they are alleging is at that time itself, you had conflict of interest in this company, which was again not true. Because I was there in 3i Infotech until 2012, I was not the owner of Indus Innovest.
Ravi Jagannathan, who is an owner who was the owner, he is not at all related with me also. So there is no relationship. There is no nothing. So there was no conflict of interest. And also everything was done as per the valuation report made by Deloitte. So in my opinion, there is no misrepresentation or fraud or anything involved and no conflict of interest involved in this. And we have all the whatever most of the records we have, which we can prove. Otherwise, we have to seek some record from 3i Infotech itself, from the board minutes and all that. So this is the first point of allegation. Then the second point of allegation is regarding the redemption of preferred shares.
So on the redemption of preferred share, when this company was hived off, it was almost having only a INR 10 crore kind of revenue and there was almost no profit. But the value at which it was hived off was INR 55 crore because at that time 3i Infotech had invested INR 55 crore. So on that, the INR 30 crore equity was to be paid immediately. Then there was a INR 25 crore preference capital, which was earlier there. And the preference in the company itself, it was invested by 3i Infotech Limited, invested INR 25 crore by way of preference capital into 3i Consumer. So the preference was allowed to expire in its course. Normally, it had to be redeemed in 2015.
So the new buyer, Indus Innovest, who took over company, they took over subject to the liability not liability, subject to the redemption of the preference shares, which had to be done in 2015. So subject to that, they had taken over. Then in 2015, these preference shares of INR 25 crore was to be redeemed to 3i Infotech Limited. So at that time, there was no profit in the book of the company. Accumulated profits were not there. So we approached 3i Infotech that preference shares can be only redeemed out of the accumulated profit. So we are not in a position to redeem the same. So we need some extension of time and all that. By the time I had taken over the company, I took over from January December 2013 or January 2014. So I only negotiated with the 3i Infotech on the other side.
What they felt is they put a chartered accountant firm called Shashank Desai & Company, and then they only negotiated with me. They said, "Somehow, even if you are not able to redeem out of profits, you buy over INR 12.5 crore before October 2016, INR 7.8 crore by March and INR 4.5 crore by October 2016, and balance INR 12.5 crore, they will defer." Based on that, there was a detailed term sheet and a detailed agreement between me and the 3i Infotech regarding this redemption of preferred shares. This INR 12.5 crore was redeemed before October 2016. On the balance INR 12.5 crore, the INR 7.5 crore, they gave time up to December 2020. The other INR 5 crore was in a different terms and condition.
Condition was that maximum redemption date will be December 2023. But before that redemption date, if they prescribed three different kind of events, if those kind of events happened, then these shares have to be redeemed before we do any of those events. So those events were, if I sell any of the shares of eMudhra Limited, then before selling my share, I have to redeem these preferred shares. This is number one. Then if company raises any money from anybody, then at that time, before raising this money, it has to be redeemed. If nothing happens before December 2023, then in December 2023, it has to be redeemed. If before that December 2023, the IPO happens, at the IPO valuation, it has to be redeemed.
So but in all these situations, they equated this INR 5 crore preference capital based on a valuation of something to 8% on a valuation of INR 50 crore valuation. They equated this to 8% of equity. So this was the thing. Then in 2017, the first case triggered whatever was mentioned in the agreement, the first case triggered. Because the first case triggered, we informed the 3i Infotech. So then what they did was they said, "Okay, you redeem this INR 5 crore. We have a letter from them also." We redeemed, then they returned the preference shares and the preference shares are redeemed and all the returns and forms filed with the company law. And as long as the old management was there, they are aware of all this, so they didn't raise any objection. So then in 2023, 2024, now it is no more ICICI company, no more.
Earlier, ICICI and other banks were owning a lot of stocks. Now it is predominantly some 10%, 12% is owned by the Srei Infrastructure, which is into some problem or some something else, which is there. Srei Infrastructure, which is owning 10%-12%. And others are all heavily retail-owned. So predominantly, though technically they do not own 20% or 25%, they are only controlling the company. And they have put a chairman by name Mr. Uttam Agarwal, who was also a director earlier in his bank and several other entities. So he is the chairman of the company. So after and under them, they have put completely changed the management. So a lot of new management people are there, who are not aware of all the matter which happened prior to 2023, 2024.
So this new management is only raising whatever was done by the old management. This new management put some committee to examine all these things and raising all these matters after 15-17 years. So this is where it is happening. So based on that, initially they wrote a letter in January 2024. Then once they wrote, then in I think in February 2024, I made a detailed reply on both these allegations about the conflict of interest and my hiving of the company at a lower valuation, that one. And also about this preference share redemption and explained why the first case is triggered and not the IPO case. Because at that time, 2017 IPO didn't happen. IPO happened in 2022. So so that is why that is not at all relevant. That also we explained everything.
Then I personally met them in March 2024, almost two years back, and again explained everything. Then they almost 6 months, they didn't do anything. Then in September 2024, they wrote again on the same matter, they wrote letters to me. Then we said that we want to inspect certain board minutes and other things, that Deloitte valuation report and various things in 3i Infotech thing. Then they after a lot of time, they gave appointment to us on January 9th 2025. Then January, 8th our team and myself reached Mumbai. Then late evening on January 8th , they suddenly cancelled the meeting on January 9th and did not want to share any record from their side. Then we wrote another letter dated January 27th 2025, explaining why we feel what we are correct. And we said that we are having evidences for whatever we are saying.
If they want to come and inspect, they can come and inspect. This letter is written almost more than 1 year back, but they did not do any inspection. They did not ask for anything. So last one year, nothing happened. But suddenly after one year, they have chosen to file this complaint with the Economic Offences Wing. So this is where we will take up all these things and we will produce all the evidence of they have themselves accepted the redemption of preferred share and they have only returned the share and we have paid the money. All these evidence in 2017 itself, all these evidences are there. Then the valuation report of Deloitte for hive-off of the company is also available.
And the matter that there was no conflict of interest, the relationship of Ravi Jagannathan or I was not the owner of Indus Innovest at that time. So all these details are there. With all those details, we feel we are very confident that we can we can come victorious in the in the process of law and court. But it may take some time and prolong. So we have to take it in our straight and fight with all these details. So this is where we are today. And and if any of you have any questions, then I can explain for them.
Thank you very much, sir. We will now begin the question and answer session. Anyone who wishes to ask a question may press star and one on the touch-tone telephone. If you wish to withdraw 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'll wait for a moment while the question queue assembles. Participants to ask a question, you may press star and one. Ladies and gentlemen, anyone who wishes to ask a question may press star and one now. Ladies and gentlemen, to ask a question, you may press star and one. Participants, if you wish to ask a question, you may press star and one on your touch-tone telephone. Sir, we have no questions.
Okay. Then it's good. And I thank every one of you for understanding the situation and supporting it. Thank you very much.
Thank you, sir. On behalf of eMudhra Limited, that concludes this conference. Thank you all for joining us. And you may now disconnect your lines.