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Kore Digital Ltd. के निदेशक की रिपोर्ट

Mar 31, 2025

Your directors have pleasure in presenting this 16^th Annual Report on the affairs of the Company,
together with the audited statements of Accounts for the financial year ended March 31, 2025.

THE FINANCIAL SUMMARY OR HIGHLIGHTS:

The financial performance of the Company for the financial year ended March 31, 2025 is summarized below:

(Amount in lakhs)
PARTICULARS	Year Ended 31-03-2025	Year Ended 31-03-2025	Year Ended 31-03-2024
	Consolidated	Standalone
Revenue from operations	32,774.44	13,197.52	10,350.76
Other income	7.19	7.19	157.28
Total Revenue	32,781.63	13,204.71	10,508.04
Less: Expenses other than Finance cost and Depreciation	28,026.88	11,460.58	8,800.32
Profit before finance cost, depreciation & amortization, and tax	4,754.75	1,744.13	1,707.73
Less: Finance Costs	36.77	36.77	33.90
Less: Depreciation and amortization expenses	499.77	499.77	43.55
Profit before Tax	4,218.21	1,207.60	1,630.26
Less: Tax Expenses
Current T ax	1,053.35	295.58	457.18
Deferred Tax (Assets)/Liabilities	(50.35)	(50.35)	13.88
Excess/(Shortfall) Prov. For Tax in P.Y.	-	-	9.91
Profit for the year	3,215.20	962.36	1149.29
Earning per equity share
Basic	26.37	8.00	34.51
Diluted	26.37	8.00	34.50

THE STATE OF COMPANY''S AFFAIRS:

During the Financial Year 2024-2025, the Total Revenue (Standalone) of your Company has increased
from Rs. 10,508.04 (in lakhs) to Rs. 13,204.71 (in lakhs). The increase in total revenue is 25.66% over
the previous year.

The Profit before tax (Standalone) for the Financial Year 2024-2025 of your Company has decreased
from Rs. 1,630.26 (in lakhs) to Rs. 1,207.60 (in lakhs).

The Profit after tax stood at Rs. 962.36 (in lakhs) for Financial Year 2024-2025 as compared to Rs.
1,149.29 (in lakhs) for the Previous Year.

DIVIDEND:

The Board of Directors have not recommended any dividend on the equity shares of the Company. The
profits for the year have been retained to strengthen the financial position of the Company and to
reinvest to meet future business requirements and support the expansion and diversification plans.

TRANSFER TO RESERVES:

The Company has not transferred any amount to general reserves.

INVESTOR EDUCATION AND PROTECTION FUND:

There were no amounts, required to be transferred to the Investor Education and protection fund by the
Company during this year.

CHANGE IN THE NATURE OF BUSINESS:

During the year under review, there were no changes in the nature of business of the company.
CAPITAL STRUCTURE:

During the year under review, the Company has increased its Authorised Share Capital from Rs.
4,50,00,000 (Rupees Four Crore and Fifty Lakh Only) to Rs. 12,50,00,000/- (Rupees Twelve Crore Fifty
Lakhs Only) through resolution passed by shareholder dated 07^th January, 2025.

The Authorized Share Capital of the Company as on 31^st March, 2025 is 12,50,00,000 /- (Rupees Twelve
Crore Fifty Lakhs Only) divided into 1,25,00,000 (One Crore Twenty-Five Lakhs) Equity Shares of Rs.
10/- each.

During the year under review, the members of the Company in the general meeting held on 7^th January,
2025, approved the issue of bonus shares in the ratio of 2:1 (i.e. two bonus equity shares of Rs. 10 each
for every one fully paid equity share of Rs. 10 each) by capitalizing a sum of Rs. 12,02,40,000/- (Rupees
Twelve Crore Two Lakhs Forty Thousand) from the reserves and surplus of the Company.

Subsequently, after the receipt of in principle approval from the Stock exchange for the said bonus
issue, the Board of Directors at its meeting held on 20^th January, 2025 allotted 80,16,000 equity shares
as Bonus Shares having face value of Rs. 10/- each to the existing shareholders of the Company.

Consequent to the above allotment, the issued, Subscribed & Paid-Up Capital of the Company as on
31^stMarch, 2025 is Rs. 12,02,40,000/- (Rupees Twelve Crore Two Lakhs Forty Thousand) divided into
1,20,24,000 (One Crore Twenty Lakh Twenty-Four Thousand) Equity Shares of Rs. 10/- each.

Conversion Of Warrants into Equity Shares

The Company had issued and allotted 62900 Convertible Warrants, on preferential basis, at an issue
price of Rs. 795/- per warrant, on 27^th March, 2024, pursuant to the shareholders'' approval obtained
in the extra ordinary general meeting held on 22^nd February, 2024. Additionally, the Company received
Rs. 1,25,01,375/-, representing 25% of the amount payable upfront along with the application money
and the balance 75% shall be payable by the Proposed Allottees on the exercise of option of conversion
of the warrant(s).

It is hereby reported that the warrants allotted by the Company have not been converted into equity
shares as on date of this report.

DEMATERIALISATION OF EQUITY SHARES AND SHARE WARRANTS:

The Company''s equity shares and Share warrants are in demat through National Securities Depository
Limited and Central Depository Services India Limited.

The Equity ISIN No. allotted is: INE0O4R01018

The Share warrant ISIN No. allotted is: INE0O4R13013

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF
THE COMPANIES ACT, 2013:

The Company has made investments in companies during the year under review, which have become
its subsidiaries. The Company has not provided any loans or advances in the nature of loans, or given
any guarantee or provided any security, secured or unsecured, to companies, firms, Limited Liability
Partnerships or other parties covered in register maintained under section 189 of the Act. The details of
the aforesaid investments are as follows:

Sr. No.	Name of the Company	Amount Invested (Rs. in lakhs)	Percentage of Holding
1.	Franken Telecom Private Limited	0.49	98%
2.	KDL Realinfra Private Limited	0.98	98%
3.	Wolter Infratech Private Limited	0.49	98%
Total amount invested during the year		1.96	-

MATERIAL CHANGES AND COMMITMENTS:

There have been no material changes and commitments affecting the financial position of the Company
that have occurred between the end of the financial year to which the financial statement relates and the
date of this report.

SHARE RECONCILIATION AUDIT:

As per the requirements of the SEBI and NSE Ltd., an audit by a qualified Practicing Company Secretary
carried out on quarterly basis, to reconcile the total admitted capital with NSDL and CDSL and the total
issued and listed capital. The said audit confirms that the total issued / paid up capital tallies with the
total number of dematerialized shares held with NSDL and CDSL.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All contracts / arrangements / transactions entered by the Company during the financial year with
related parties were in the ordinary course of business and on an arm''s length basis. During the year, the
Company had not entered any contract / arrangement / transaction with related parties which could be
considered material in accordance with the policy of the Company on materiality of related party
transactions.

The transactions entered into by the Company during the financial year 2024-25 do not fall within the
purview of Section 188 of the Companies Act, 2013. Hence, the disclosure required under Section 134(3)
of the Companies Act, 2013 in Form AOC-2 is not applicable.

The details of related party transactions for the Financial Year 2024-25 are disclosed in the notes to the
standalone and consolidated financial statements, which form an integral part of this Annual Report.

The Board of Directors of the Company has, on the recommendation of the Audit Committee, adopted a
policy to regulate transactions between the Company and its Related Parties, in compliance with the
applicable provisions of the Companies Act 2013, the Rules there under and the Listing Regulations. This
Policy was considered and approved by the Board has been uploaded on the website of the Company at
www.koredigital.com under investors info.

PUBLIC DEPOSITS:

During the year under review, the Company has neither invited nor accepted any Public Deposits within
the meaning of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposit)
Rules, 2014.

NAME OF THE COMPANY, WHICH HAVE BEEN BECOME/CEASED TO BE SUBSIDIARIES, IOINT
VENTURES AND ASSOCIATE COMPANIES DURING THE YEAR:

As on March 31, 2025, the Company has made investments in companies during the year, which have
become its subsidiaries whose details are as follows:

Sr. No.	Name of the Company	Amount Invested (Rs. in lakhs)	Percentage of Holding
1.	Franken Telecom Private Limited	0.49	98%
2.	KDL Realinfra Private Limited	0.98	98%
3.	Wolter Infratech Private Limited	0.49	98%
Total amount invested during the year		1.96	-

The Board of Directors reviewed the affairs of the subsidiaries. In accordance with Section 129(3) of the
Act, the Consolidated financial statements of the Company have been prepared, which form part of this
Annual Report.

The statement (AOC-1) pursuant to first proviso to Section 129(3) of the Companies Act, 2013 read with
Rule 5 of Companies (Accounts) Rules, 2014, containing the salient features of financial statements of
our subsidiaries is enclosed as Annexure A being part of the Annual Report.

INTER SE RELATIONSHIPS BETWEEN THE DIRECTORS:

There is no inter se relationship between Directors of the Company except the following Directors:

Name of Director	Designation	Relationship with Directors
Ravindra Doshi	Managing	Husband of Ms. Kashmira Doshi (Director) and
	Director	Father of Mr. Chaitanya Doshi (Director)
Kashmira Doshi	Director	Wife of Mr. Ravindra Doshi (Managing Director) and mother of Mr. Chaitanya Doshi (Director)
Chaitanya Doshi	Director	Son of Mr. Ravindra Doshi (Managing Director) and Ms. Kashmira Doshi (Director)

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the period under review, the Board of Directors of the Company was duly constituted as per
provisions of Companies Act, 2013.

i) COMPOSITION OF BOARD OF DIRECTORS:

The Board of Directors of Kore Digital Limited is an optimum combination of Executive and Non-Executive
Directors, as on 31^st March, 2025, The Board of Company consists of Six (6) Directors; 1 Executive Director,
1 Managing Director, 1 Women Executive Director, 3 Non- Executive Independent Directors. The Board at
present comprises of:

SN.	NAME OF DIRECTOR	DESIGNATION	DIN No/ PAN
1	Ravindra Doshi	Managing Director	02494055
2	Kashmira Ravindra Doshi	Director and Chief Financial Officer	02494279
3	Chaitanya Ravindra Doshi	Director and Chief Executive Officer	09253107
4	Hiral Shah	Non-Executive Independent Director	09810987 (resigned w.e.f. 14/12/2024)
5	Ruchi Gupta	Non-Executive Independent Director	09813986
6	Ajeet Krishna Kadam	Non-Executive Independent Director	10028213
7	Nishtha Harivanshi Pamnani	Additional Director (Non-Executive Independent Director)	10881910 (appointed w.e.f. 20/01/2025)
8	Purnima Maheshwari	Company Secretary	BRCPM0877R

ii) DETAILS OF DIRECTORS APPOINTED AND RESIGNED DURING THE YEAR:

The following Directors has been appointed and resigned during the year:

Sr.

No.

NAME OF DIRECTOR

DESIGNATION

APPOINTMENT/

RESIGNATION

DATE OF APPOINTMENT/
RESIGNATION

Hiral Shah

Non-Executive
Independent Director

Resignation

14/12/2024

Nishtha Harivanshi
Pamnani

Additional Director
(Non-Executive
Independent Director)

Appointment

20/01/2025

iii) RETIRE BYROTATION:

Pursuant to the provisions of Section 152 of the Companies Act, 2013, the office of Mr. Ravindra Doshi,
Director of the Company is liable to retire by rotation at the Annual General Meeting and being eligible
offered himself for re-appointment. Accordingly, the proposal of his re-appointment has been included
in the Notice conveying the Annual General Meeting of the company.

A brief resume of directors seeking re-appointment consisting nature of expertise in specific functional
areas and name of companies in which they hold directorship, membership, chairmanship of
committees of the respective Boards, shareholding and relationship between directors as stipulated
under Reg. 36(3) of the SEBI (LODR) Regulations, 2015, are given in the section of notice of AGM forming
part of the Annual Report.

iv) REGULARIZA TION OF DIRECTOR AS INDEPENDENT DIRECTOR:

Ms. Nishtha Harivanshi Pamnani who was appointed as an Additional Director (Non-Executive
Independent Director) in the board meeting held on 20^th January, 2025, is to be regularized in the 16^thAnnual General Meeting of the Company.

NUMBER OF MEETINGS OF THE BOARD:

As per Section 173 of the Companies Act 2013, read with the rules made thereunder, the dates for Board
Meetings are well decided in advance and communicated to the Board and the intervening gap between
the meetings was within the period prescribed under the Companies Act, 2013 and SEBI (LODR)
Regulations 2015 (as amended). The agenda and explanatory notes are sent to the Board in advance. The
Board periodically reviews compliance reports of all laws applicable to the Company.

The Board met 7 times during the financial year 2024-2025 on 07^th May, 2024, 14^th August, 2024, 13^thNovember, 2024, 03^rd December, 2024, 31^st December, 2024, 20^th January, 2025, 01^st February, 2025

Sr. No.	Name of the Director	Category/ Status of Directorship	Attendance of Board Meeting		No. of Directorship in other Public Limited Companies	No. of Committee positions held in other public limited		No. of Equity Shares held in the Company as on March 31, 2025
Sr. No.	Name of the Director	Category/ Status of Directorship	No of Meetings which directors was entitled	No of Meetings attended	No. of Directorship in other Public Limited Companies	Chairman	Member
1.	Ravindra Doshi	Managing Director	7	7	Nil	Nil	Nil	38,38,500
2.	Kashmira Doshi	Director	7	7	Nil	Nil	Nil	14,89,320
3.	Chaitanya Doshi	Director	7	7	Nil	Nil	Nil	11,34,000
4.	Hiral Shah	Non-Executive Independent Director	4	3	10	Nil	2	Nil
5.	Ruchi Gupta	Non-Executive Independent Director	7	3	Nil	Nil	Nil	Nil
6.	Ajeet Krishna Kadam	Non-Executive Independent Director	7	7	Nil	Nil	Nil	Nil
7	Nishtha Pamnani	Non-Executive Independent Director	1	1	2	2	3	Nil
8.	Purnima Maheshwari	Company Secretary	7	7	Nil	Nil	Nil	Nil

NUMBER OF GENERAL MEETINGS:

During the financial year 2024-25, Company has conducted following general meeting:

SR. No.	Particulars	Date of Meetings
1	Annual General Meeting	24-09-2024
2	Extra Ordinary General Meeting	07-01-2025

COMMITTEES OF THE BOARD:

I. The Board has constituted various committees in accordance with the provisions of the
Companies Act, 2013, the details of which are given as under:

1. Audit Committee

2. Stakeholder Relationship Committee

3. Nomination and Remuneration Committee

AUDIT COMMITTEE: The Audit Committee of the Board met Four (04) times during the financial year.
The maximum time gap between two consecutive meetings was not more than 120 days. All members
of the Audit Committee possess strong knowledge of accounting and financial management.

Composition of Audit Committee are mentioned below:

Sr. no	Name of the Director	Designation	Position in Committee	No of Meetings which directors was entitled to attend	No. of meeting attended during the year
1.	Ajeet Krishna Kadam	NEID	Chairman	4	4
2.	Ravindra Doshi	Managing Director	Member	4	4
3.	Hiral Shah (resigned w.e.f. 14/12/2024)	NEID	Member	3	3
4.	Ruchi Gupta	NEID	Member	4	3
5.	Nishtha Pamnani (appointed w.e.f. 20/01/2025)	NEID	Member	1	1

The terms of reference of the Audit Committee are in line with the provisions of Section 177 of the
Companies Act, 2013. The role of the Audit Committee is to provide oversight over the accounting
systems, financial reporting, and internal controls of the Company. The powers and role of the Audit
Committee are as set out in the SEBI (LODR) and Section 177 of the Companies Act, 2013.

The primary objective of the Audit Committee is to monitor and provide an effective supervision of the
Management''s financial reporting process.

Further, the Audit Committee is also functional as per the provision of Section 177 of Companies Act, 2013
and Rules made thereunder and as per Regulation 18 of Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015.

NOMINATION AND REMUNERATION COMMITTEE: The Nomination and Remuneration Committee of
the Company met Two (02) times during the F.Y. 2024-2025. The Composition of Committee in
Committee meeting are mentioned below:

Sr. No	Name of the Director	Designation	Position in Committee	No of Meetings which directors was entitled to attend	No. of meeting attende d during the year
1.	Ajeet Krishna Kadam	NEID	Chairman	2	2
2.	Hiral Jainesh Shah (resigned w.e.f. 14/12/2024)	NEID	Member	1	1
3.	Ruchi Gupta	NEID	Member	2	2
4.	Nishtha Pamnani (appointed w.e.f. 20/01/2025)	NEID	Member	-	-

The Nomination & Remuneration committee has been assigned to approve and settle the remuneration
package with optimum blending of monetary and non- monetary outlay.

STAKEHOLDERS RELATIONSHIP COMMITTEE: The Committee met Four (04) times the F.Y. 2024Â¬
2025 and the Composition of Committee in Committee meeting are mentioned below:

Sr. No	Name of the Director	Designation	Position in Committee	No of Meetings which directors was entitled to attend	No. of meeting attended during the year
1.	Ajeet Krishna Kadam	NEID	Chairman	4	4
2.	Hiral Jainesh Shah (resigned w.e.f. 14/12/2024)	NEID	Member	3	3
3.	Ruchi Gupta	NEID	Member	4	4
4.	Nishtha Pamnani (appointed w.e.f. 20/01/2025)	NEID	Member	-	-

Investor''s grievance status report as appearing on SCORES and as reported by the RTA during the year
under review is as follows:

Category of Complaints	No. of Complaint (S) Received	No. of Complaint (S) Resolved	No. of Complaints pending
Nil	Nil	Nil	Nil
Nil	Nil	Nil	Nil
Nil	Nil	Nil	Nil
Nil	Nil	Nil	Nil

BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and Rules made thereunder read with the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried the evaluation
of its own performance, individual Directors, its committees, including the Chairman of the Board on the
basis of attendance, contribution and various criteria as recommended by the Nomination and
Remuneration Committee of the Company.

The evaluation of the working of the Board, its committees, experience and expertise, performance of
specific duties and obligations etc. were carried out. The Directors expressed their satisfaction with the
evaluation process and outcome.

The performance of each of the non-independent directors (including the Chairman) was also evaluated
by the Independent Directors at the separate meeting held of Independent Directors of the Company.

AUDITORS:

(I) STATUTORY AUDITORS:

The Members of the Company, at the 14th Annual General Meeting, had appointed M/s. J N Gupta & Co.,
Chartered Accountants (FRN: 006569C), as the Statutory Auditors of the Company to hold office from
the conclusion of the 14th Annual General Meeting until the conclusion of the 19th Annual General
Meeting to be held in the year 2028.

The Statutory Auditors have issued their Report on the Financial Statements of the Company for the
financial year ended March 31, 2025. The Report contains an unmodified opinion and does not include
any qualification, reservation, adverse remark, or disclaimer requiring explanation from the Board of
Directors. Further, the Auditors have not reported any matter under Section 143(12) of the Companies
Act, 2013, and accordingly, no disclosure is required under Section 134(3)(ca) of the Companies Act,
2013.

(II) SECRETARIAL AUDITORS:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with rule 9 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors had
appointed M/s. Govind Jaiswal & Company, Practicing Company Secretaries (CP No. 19954) as the
Secretarial Auditor of the Company, for conducting the Secretarial Audit for financial year ended March
31, 2025.

Accordingly, the Secretarial Audit Report given by M/s. Govind Jaiswal & Company, Jaipur for the F.Y.
2024-25 is annexed herewith. The Board has duly reviewed the Secretarial Auditor''s Report and the
observations and comments, appearing in the report are self- explanatory and do not call for any further
explanation/clarification by the Board of Directors as provided under Section 134 of the Companies Act,
2013.

(III) INTERNAL AUDITORS:

Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with Rule 13 of the Companies

(Accounts) Rules, 2014, M/s. N B T and Co., Chartered Accountants (FRN: 140489W), Mumbai, were
appointed as the Internal Auditors of the Company. The Internal Auditors carry out audit assignments
covering areas as approved by the Board of Directors and the Audit Committee. The Audit Committee of
the Board of Directors reviews the findings of the Internal Auditors on a regular basis.

(IV) COST AUDITOR:

The provisions of 148 of the Companies Act, 2013 with respect to appointment of Cost auditor are not
applicable to the Company.

FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS:

The Company has a familiarization program for Independent Directors withthe objective of making the
Independent Directors of the Company accustomed to the business and operations of the Company. The
program also intends to update the Directors on a regular basis on any significant changes therein to be
in a position to make well-informed and timely decisions. The policy on familiarization program for
Independent Directors are placed on www.koredigital.com

DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received declarations from each Independent Director of the Company under Section
149(7) of the Act and Regulation 25(8) of the SEBI (LODR) confirming compliance with the criteria of
independence as stipulated under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI (LODR)
Regulations, 2015 (as amended) and there has been no change in the circumstances which may affect
their status as Independent Directors during the Financial Year 2024-25.

All Independent Directors of the Company have affirmed compliance with Schedule IV of the Companies
Act, 2013 and the Company''s Code of Conduct for Directors and Employees for the Financial Year 2024Â¬
25.

REMUNERATION POLICY:

The Board of Directors, on the recommendation of the Nomination & Remuneration Committee, has
framed a Policy for Directors, Key Managerial Personnel and other Senior Managerial Personnel of the
Company in accordance with the requirements of the provisions of Section 178 of the Companies Act,
2013 and SEBI (LODR) Regulations, 2015.

INTERNAL FINANCIAL CONTROL:

The Company has put in place an adequate system of internal financial controls with respect to the
Financial Statement and commensurate with its size and nature of business, which helps in ensuring,
the orderly and efficient conduct of business. No reportable material weakness in the operation was
observed.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE:

During the year under review, there has been no such significant and material orders passed by the

regulators or courts or tribunals impacting the going concern status and company''s operations in future.
VIGIL MECHANISM/WHISTLE BLOWER POLICY:

The Board of Directors has formulated a Vigil Mechanism/Whistle Blower Policy, which provides a robust
a framework for dealing with genuine concerns and grievances, and the policy is uploaded on the
company website i.e. www.koredigital.com

ANNUAL RETURN:

Pursuant to Section 92(3) read with the Companies (Management and Administration) Rules, 2014 of
the Act, the Annual Return of the Company for the financial year March 31, 2025 in Form MGT-7 is
available on the website of the Company i.e. www.koredigital.com

MANAGING DIRECTOR AND CFO CERTIFICATION:

Managing Director and Chief Financial Officer of the Company give annual certification on financial
reporting and internal controls to the Board in terms of Regulation 17 of SEBI (LODR) Regulations, 2015.

The Managing Director and the Chief Financial Officer also give yearly certification on financial results
while placing the financial results before the Board in terms of Regulation 33(2) of the SEBI (LODR). The
Annual Certificate given by Managing Director and the Chief Financial Officer is attached.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND
OUTGO:

Information on conservation of energy, technology absorption, foreign exchange earnings and outgo, as
required to be given pursuant to the provisions of Section 134 of the Companies Act, 2013 read with
Companies (Accounts) Rules, 2014, for the year under review is annexed to this report as Annexure - B.

STATEMENT PURSUANT TO SECTION 197(12) OF THE COMPANIES ACT, 2013 READ WITH RULE
5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL)
RULES, 2014:

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act
read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 is provided in this Report.

PREVENTION OF INSIDER TRADING:

In accordance with Schedule B of the SEBI (Prohibition of Insider Trading) Regulations, 2015, as
amended from time to time, (''Insider Trading Regulations''), the Company has put in place a Code, which
provides for procedure to be followed by Designated Persons for trading in securities of the Company
including pre- approval, reporting and restrictions on contra trading. The Code also contains processes
to ensure safeguards against leakage of Unpublished Price Sensitive Information (''UPSI'') of the
Company.

The updated Code of Practices and Procedures for Fair Disclosures of Unpublished Price Sensitive
Information is disclosed on its website of the Company i.e. www.koredigital.com

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirements under Section 134(3)(c) of the Companies Act, 2013 with respect to the
Directors'' Responsibility Statement, based on the knowledge and belief and the information and
explanations obtained, directors confirm that:

a) In the preparation of the annual accounts for the year ended 31^st March, 2025, the applicable
accounting standards have been followed along with proper explanation relating to material
departures;

b) Such accounting policies selected and applied consistently and made judgments and estimates
that are reasonable and prudent so as to give a true and fair view of the state of affairs of the
company for the financial year ended 31^st March, 2025 and of the profit and loss of the company
for that period;

c) Proper and sufficient care has been taken for the maintenance of adequate accounting records
in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the
company and for preventing and detecting fraud and other irregularities;

d) Annual accounts for the financial year ended 31^st March, 2025 have been prepared on a going
concern basis;

e) Internal financial controls have been laid down and followed by the company and that such internal
financial controls are adequate and operating effectively; and

f) Proper systems have been devised to ensure compliance with the provisions of all applicable laws
and that such systems were adequate and operating effectively.

CORPORATE GOVERNANCE:

Your Company has been complying with the principles of Good Corporate Governance over the years
and is committed to the highest standards of Compliance.

Pursuant to regulation 15(2) of the SEBI (LODR) Regulations, 2015, the Compliances with Corporate
Governance provisions as specified in Regulation 17 to 27 and Clause (b) to (i) of regulations and Para
C, D and E of Schedule V shall not apply to the listed entity which has specified securities on the SME
Exchange. Therefore, the Corporate Governance Report is not applicable on the Company. Hence, the
Corporate Governance Report does not form part of this Board Report.

CORPORATE SOCIAL RESPONSIBILITY:

The Company''s CSR Policy and the initiatives undertaken during the year under review are summarized
in the Annexure - C attached to this Report, formatted as per the prescribed guidelines in the Companies
(Corporate Social Responsibility Policy) Rules, 2014, as amended.

The CSR Policy is also accessible on the Company''s website at www.koredigital.com. In compliance with
Section 135 of the Companies Act, 2013, read with the Companies (Corporate Social Responsibility)
Rules, 2014, as amended by the CSR Amendment Rules, 2021, the Company is exempt from constituting
a separate CSR Committee, as the CSR expenditure obligation for the relevant year does not exceed Rs.
50 lakhs. Consequently, the Board has performed the functions typically undertaken by the CSR
Committee, and as of the date of this report, the Company.

COMPLIANCE OF SECRETARIAL STANDARDS-1 AND 2:

Your Directors confirms that pursuant to Section 118(10) of the Companies Act, 2013, applicable
Secretarial Standards, i. e. SS-1 and SS- 2, pertaining to Meeting of Board of Directors and General
Meetings, respectively specified by the Institute of Company Secretaries of India (ICSI) have been duly
complied by the Company.

The Directors have devised proper systems to ensure compliance with the provisions of all applicable
Secretarial Standards and that such systems are adequate and operating effectively.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report for the year under review, as stipulated under the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015 (âListing Regulationsâ) is presented in a separate section, forming part of the Annual Report.

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on
Prevention, Prohibition and Redressal of sexual harassment at workplace in line with the provisions of
the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and
the Rules thereunder. Further details are as follows:

Sr. No.	Particulars	Status
1.	No. of Complaints of Sexual Harassment received in the year	Nil
2.	No. of Complaints disposed of during the year	Nil
3.	No. of cases pending for more than Ninety days	Nil

During the year under review, the Company did not receive any complaint regarding sexual harassment.
MATERNITY BENEFIT:

The Company does not much of women workforce. During the year under review, the requirement to
extend Maternity Benefits to any woman employee, did not arise. However, the Company affirms and
ensures that it will extend all statutory benefits to eligible women employees whenever the requirement
arises in the years to come.

RISK MANAGEMENT AND ANALYSIS:

A key factor in determining a Company''s capacity to create sustainable value is the risks that the
Company is willing to take strategic and operational levels and its ability to manage them effectively.

Many risks exist in a company''s operating environment and they emerge on a regular basis. The
Company''s Risk Management processes focus on ensuring that these risks are identified on a timely
basis and addressed. In our company, audit committee has an additional oversight in the area of financial
risks and its controls. The management of the Company from time to time is identifying other major

operational risks.

However, constitution of Risk Management Committee is not applicable as it is applicable to top 500
listed companies only.

DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER AN INSOLVENCY AND
BANKRUPTCY CODE 2016:

During the year under review, there were no applications made or proceedings pending in the name of
the Company under the Insolvency and Bankruptcy Code 2016.

DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND
VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS:

During the year under review, there has been no one-time settlement of Loans taken from Banks and
Financial Institutions.

ACKNOWLEDGEMENTS:

The Board of Directors wish to place on record its deep sense of appreciation for the committed services
by all the employees of the Company. The Board of Directors would also like to express their sincere
appreciation for the assistance and co- operation received from the financial institutions, banks,
government and regulatory authorities, stock exchanges, customers, vendors, members, debenture
holders and debenture trustee during the year under review.

Finally, yet importantly, your directors wish to place on record their warm appreciation to
you for your continuous support and encouragement.

For and on behalf of Board of Directors
Kore Digital Limited

Sd/- Sd/-

Ravindra Doshi Kashmira Doshi

Managing Director Director

DIN:02494055 DIN:02494279

Date: 14/08/2025
Place: Mumbai

Registered office:

B 1107-1108, Shelton Sapphire, Sector 15,

CBD Belapur, Navi Mumbai - 400614

Mar 31, 2024

Your directors have pleasure in presenting this 15^th Annual Report on the affairs of the Company''s together with the audited statement of account for the financial year ended March 31, 2024.

FINANCIAL RESULTS:

The financial performance of the Company for the financial year ended March 31, 2024 is summarized below:

(Amount in lakhs)
PARTICULARS	2023-24	2022-2023
Revenue from operations	10,350.76	2,127.45
Other income	157.28
Total Revenue	10,508.04	2127.45
Less: Expenses other than Finance cost and Depreciation	8800.32	1652.87
Profit before finance cost, depreciation & amortization, and tax	1707.73	474.58
Less: Finance Costs	33.90	17.91
Less: Depreciation and amortization expenses	43.55	25.15
Profit before Tax	1630.26	431.52
Less: Tax Expenses
Current Tax	457.18	106.74
Deferred Tax (Assets)/Liabilities	13.88	2.60
Excess/(Shortfall) Prov. For Tax in P.Y.	9.91	-
Profit for the year	1149.29	322.18
Earning per equity share
Basic	34.51	12.78
Diluted	34.50	12.78

PERFORMANCE REVIEW

During the Financial Year 2023-2024, the Company has achieved the highest ever Revenue from operations of Rs 10,508.04 (in lakhs) as compared to Rs 2127.45 (in lakhs) in Financial Year 2022-2023.

The Profit before tax for the Financial Year 2023-2024 stood at Rs 1,630.26 (in lakhs) as compared to Rs 431.52 (in lakhs) achieved in Financial Year 2022-2023.

The Profit after tax stood at Rs 1,149.29 (in lakhs) for Financial Year 2023-2024 as compared to Rs 322.18 (in lakhs) for the Previous Year.

Company was Public Limited Company till 13 ^th June, 2023 and has listed itself on NSE SME platform on 14^th June, 2023.

DIVIDEND

The Directors have retained the reserves and surplus as they have plans for expansion and diversification of Business. The Company is in the growth stage and so it is better to retain its Reserves and Surplus and reinvest to support the expansion and diversification plans.

TRANSFER TO RESERVES

The Company has not transferred any amount to general reserves.

INVESTOR EDUCATION AND PROTECTION FUND

There were no amounts, required to be transferred to the Investor Education and protection fund by the Company during this year.

LISTING OF EQUITY SHARES

The Equity Shares of the Company are presently listed at SME-Emerge Platform of National Stock Exchange Ltd. (NSE Ltd) on dated 14^th June, 2023.

CHANGE IN THE NATURE OF BUSINESS

During the year under review, there were no material changes in the nature of business of the company. CAPITAL STRUCTURE

During the year under review, the Company has increased its Authorised Share Capital from Rs. 4,00,00,000 ( Rupees Four Crore Only) to Rs. 4,50,00,000 /- (Rupees Four Crore Fifty Lakh Only) through resolution passed by shareholder dated 22^nd February, 2024.

The Authorized Share Capital of the Company as on 31^st March, 2024 is Rs. 4,50,00,000 /- (Rupees Four Crore and Fifty Lakh Only) divided into 45,00,000 Equity Shares of Rs. 10/- each.

During the year under review, the Company has issued and allotted 10,00,000 Equity Shares having face value of Rs. 10/- each fully paid up, were issued pursuant to resolution passed by the Board of Directors dated 12^th June, 2023, generating proceeds through Initial Public Offering (IPO) in SME-Emerge Platform of National Stock Exchange Ltd. (NSE Ltd) Equity Shares of the Company got listed on 14^th June, 2023.

Further the Company has issued and allotted 4,88,000 Equity Shares having face value of Rs. 10 each fully paid on a preferential basis pursuant to resolution passed by Board of Directors dated 27^th March, 2024.

Furthermore, Company has also issued and allotted 62,900 Fully Convertible Warrants into Equity Shares having face value of Rs. 10 fully paid each on a preferential basis pursuant to resolution passed by Board of Directors on 27^th March, 2024.

Consequent to above allotment, the issued, Subscribed & Paid-Up Capital of the Company as on 31^st March, 2024 is Rs. 4,00,80,000 /- divided into 40,08,000 Equity Shares of Rs. 10/- each.

DEMATERIALISATION OF EQUITY SHARES AND SHARE WARRANTS

The Company''s equity shares and Share warrants are in demat through National Securities Depository Limited and Central Depository Services India Limited.

The Equity ISIN No. allotted is: INE0O4R01018 The Share warrant ISIN No. allotted is: INE0O4R13013

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

There were no loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review and hence it is not applicable.

MATERIAL CHANGES AND COMMITMENTS

There have been no material changes and commitments affecting the financial position of the Company that have occurred between the end of the financial year to which the financial statement relates and the date of this report.

SHARE RECONCILIATION AUDIT

As per the requirements of the SEBI and NSE Ltd., an audit by a qualified Practicing Company Secretary carried out on quarterly basis, to reconcile the total admitted capital with NSDL and CDSL and the total issued and listed capital. The said audit confirms that the total issued / paid up capital tallies with the total number of shares in physical form and the total number of dematerialised shares held with NSDL and CDSL.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

Related party transactions that were entered during the financial year were on an arm''s length basis and were in the ordinary course of business. Transactions with related parties entered by the Company in the normal course of business are periodically placed before the Audit Committee for its approval and the particulars of contracts entered during the year as per Form AOC-2 is enclosed.

The Board of Directors of the Company has, on the recommendation of the Audit Committee, adopted a policy to regulate transactions between the Company and its Related Parties, in compliance with the applicable provisions of the Companies Act 2013, the Rules there under and the Listing Regulations. This Policy was considered and approved by the Board has been uploaded on the website of the Company at www.koredigital.com under investors info.

PUBLIC DEPOSITS

During the year under review, the Company has neither invited nor accepted any Public Deposits within the meaning of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposit) Rules, 2014.

NAME OF THE COMPANY, WHICH HAVE BEEN BECOME/CEASED TO BE SUBSIDIARIES, IOINT VENTURES AND ASSOCIATE COMPANIES DURING THE YEAR

The Company does not have any subsidiaries, joint ventures or associate companies during the financial year 2023-24.

INTER SE RELATIONSHIPS BETWEEN THE DIRECTORS

There is no inter se relationship between Directors of the company except Mr. Ravindra Doshi, Managing Director of the Company and his wife Mrs. Kashmira Doshi, Director of the Company and his son Mr. Chaitanya Doshi, Director of the Company.

Independent directors are not related to promoters of the company and various other directors of the company.

NUMBER OF MEETINGS OF THE BOARD:

As per Section 173 of the Companies Act 2013, read with the rules made thereunder dates for Board Meetings are well decided in advance and communicated to the Board and the intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and SEBI (LODR) Regulations 2015 (as amended). The agenda and explanatory notes are sent to the Board in advance. The Board periodically reviews compliance reports of all laws applicable to the Company.

The Board met 10 times during the financial year 2023-2024 on 29^th April, 2023, 20^th May, 2023, 27^th May, 2023, 12^th June, 2023, 22^nd July, 2023, 31^st August, 2023, 23^rd October, 2023, 22^nd January, 2024, 30^thJanuary, 2024 and 27 ^th March, 2024.


Sr. No	Name ofthe Director	Category/ Status of Directorship	Attendance of Board Meeting		No. of Directorship in other Public Limited Companies	No. of Committee positions held in other public limited		No. of Equity Shares held in the Company as on March 31, 2024
Sr. No	Name ofthe Director	Category/ Status of Directorship	No of Meetings which directors was entitled attend	No of Meetings attended	No. of Directorship in other Public Limited Companies	Chairman	Member
1.	Ravindra Doshi	Managing Director	10	10	Nil	Nil	Nil	12,60,000
2.	Kashmira Doshi	Director	10	10	Nil	Nil	Nil	4,96,440
3.	Chaitanya Doshi	Director	10	10	6	Nil	Nil	3,78,000
4.	Hiral Shah	Non-Executive Independent Director	10	10	Nil	Nil	Nil	Nil
5.	Ruchi Gupta	Non-Executive Independent Director	10	6	Nil	Nil	Nil	Nil

Ajeet Krishna Kadam

Non-Executive

Independent

Director

Nil

Purnima

Maheshwari

Company

Secretary

Nil

COMMITTEES OF THE BOARD:I. The Board has constituted various committees in accordance with the provisions of the Companies Act, 2013, the details of which are given as under:

1. Audit Committee

2. Stakeholder Relationship Committee

3. Nomination and Remuneration Committee

AUDIT COMMITTEE: The Audit Committee of the Board met nine (09) times during the financial year. The maximum time gap between two consecutive meetings was not more than 120 days. All members of the Audit Committee possess strong knowledge of accounting and financial management.

Composition of Audit Committee are mentioned below:

Sr.no	Name of the Director	Designation	Position in Committee	No. of meeting held in the year	No. of meeting attended during the year
1.	Ajeet Krishna Kadam	NEID	Chairman	9	9
2.	Ravindra Doshi	Managing Director	Member	9	9
3.	Hiral Jainesh Shah	NEID	Member	9	9
4.	Ruchi Gupta	NEID	Member	9	6

The terms of reference of the Audit Committee are in line with the provisions of Section 177 of the Companies Act, 2013. The role of the Audit Committee is to provide oversight over the accounting systems, financial reporting, and internal controls ofthe Company. The powers and role ofthe Audit Committee are as set out in the SEBI (LODR) and Section 177 of the Companies Act, 2013.

The primary objective of the Audit Committee is to monitor and provide an effective supervision of the Management''s financial reporting process.

Further, the Audit Committee is also functional as per the provision of Section 177 of Companies Act, 2013 and Rules made thereunder and as per Regulation 18 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

NOMINATION AND REMUNERATION COMMITTEE: The Nomination and Remuneration Committee of the Company met three times during the F.Y. 2023-2024. The Composition of Committee in Committee meeting are mentioned below:
Sr.no	Name of the Director		Designation			Position in Committee		No. of meeting held in the year			No. of meeting attended during the year
1.	Ajeet Krishna Kadam		NEID			Chairman		3			3
2.	Hiral Jainesh Shah		NEID			Member		3			3
3.	Ruchi Gupta		NEID			Member		3			2
The Nomination & Remuneration committee has been assigned to approve and settle the remuneration package with optimum blending of monetary and non- monetary outlay. STAKEHOLDERS RELATIONSHIP COMMITTEE: The Committee met three (03) times at the registered office of the Company and the composition of the committee are mentioned below:
Sr.no	Name of the Director		Designatio n		Position in Committee		No. of meeting held in the year			No. of meeting attended during the year
1.	Ajeet Krishna Kadam		NEID		Chairman		3			3
2.	Hiral Jainesh Shah		NEID		Member		3			3
3.	Ruchi Gupta		NEID		Member		3			1
Investor''s grievance status report as appearing on SCORES and as reported by the RTA during the year under review is as follows:
Category of Complaints		No. of Complaint (S) Received		No. of Complaint (S) Resolved					No. of Complaints pending
Nil		Nil		Nil					Nil
Nil		Nil		Nil					Nil
Nil		Nil		Nil					Nil

During the period under review, the Board of Directors of the Company duly constituted as per provisions of Companies Act, 2013.

COMPOSITION OF BOARD OF DIRECTORS:

The Board of Directors of Kore Digital Limited is an optimum combination of Executive and Non-Executive Directors, as on 31^st March, 2024, The Board of Company consists of Six (6) Directors. The Board at present comprises of:

Sr. No.	NAME OF DIRECTOR	DESIGNATION	DIN No/ PAN
1	RAVINDRA DOSHI	Managing Director	02494055
2	KASHMIRA RAVINDRA DOSHI	Director and Chief Financial Officer	02494279
3	CHAITANYA RAVINDRA DOSHI	Director and Chief Executive Officer	09253107
4	HIRAL JAINESH SHAH	Independent Director	09810987
5	RUCHIGUPTA	Independent Director	09813986
6	AJEET KRISHNA KADAM	Independent Director	10028213
7	PURNIMA MAHESHWARI	Company Secretary	BRCPM0877R

RETIRE BY ROTATION:

Pursuant to the provisions of Section 152 of the Companies Act, 2013, the office of MR. Chaitanya Ravindra Doshi, Director of the Company is liable to retire by rotation at the Annual General Meeting and being eligible offered himself for re-appointment. Accordingly, the proposal of his re-appointment has been included in the Notice conveying the Annual General Meeting of the company.

A brief resume of directors seeking re-appointment consisting nature of expertise in specific functional areas and name of companies in which they hold directorship, membership, chairmanship of committees of the respective Boards, shareholding and relationship between directors as stipulated under Reg. 36(3) of the SEBI (LODR) Regulations, 2015, are given in the section of notice of AGM forming part of the Annual Report.

BOARD EVALUATION:

Pursuantto the provisions ofthe Companies Act, 2013 and Rules made thereunder read with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried the evaluation of its own performance, individual Directors, its committees, including the Chairman of the Board on the basis of attendance, contribution and various criteria as recommended by the Nomination and Remuneration Committee of the Company.

The evaluation of the working of the Board, its committees, experience and expertise, performance of specific duties and obligations etc. were carried out. The Directors expressed their satisfaction with the evaluation process and outcome.

The performance of each of the non-independent directors (including the Chairman) was also evaluated by the Independent Directors at the separate meeting held of Independent Directors of the Company.

AUDITORS:(I) STATUTORY AUDITORS

The Members at the Annual General Meeting of the Company had appointed M/s. J N Gupta & Co., Chartered Accountants (FRN: 006569C) as the Statutory Auditors of the Company to hold office from the conclusion of 14^th Annual General Meeting till the conclusion of 19^th Annual General Meeting to be held in the year 2028.

The Auditors have issued their report on the Financial Statements for the Financial Year ended March 31, 2024, with an unmodified opinion and do not contain any qualification, observation, or adverse remarks or disclaimer that may call for any explanation from the Board of Directors the Auditors have not reported any matter under Section 143(12) of the Companies Act, 2013 and therefore no detail is required to be disclosed under Section 134(3) (ca) of the Companies Act, 2013.

(II) SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors had appointed M/s. Govind Jaiswal & Company, Practicing Company Secretaries (CP No. 19954) as the Secretarial Auditor of the Company, for conducting the Secretarial Audit for financial year ended March 31, 2024.

Accordingly, the Secretarial Audit Report given by M/s. Govind Jaiswal & Company, Jaipur for the F.Y. 202324 is annexed herewith. The Board has duly reviewed the Secretarial Auditor''s Report and the observations and comments, appearing in the report are self- explanatory and do not call for any further explanation/ clarification by the Board of Directors as provided under Section 134 of the Companies Act, 2013.

(III) INTERNAL AUDITORS

Pursuant to the provisions of section 138 of the Companies Act, 2013 read with rule 13 of the Companies (Accounts) Rules, 2014 M/s. N B T and Co, Chartered Accountant Chartered Accountant (FRN: 140489W) at Mumbai Internal Auditors of the Company has conducted periodic audit of all operations of the Company. The Audit Committee of the Board of Directors has reviewed the finding of Internal Auditors regularly.

(IV) COST AUDITOR

The provisions of 148 of the Companies Act, 2013 with respect to appointment of Cost auditor are not applicable to the Company.

FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS

The Company has a familiarization program for Independent Directors with the objective of making the Independent Directors of the Company accustomed to the business and operations of the Company. The program also intends to update the Directors on a regular basis on any significant changes therein to be in a position to make well-informed and timely decisions. The policy on familiarization program for Independent Directors are placed on www.koredigital.com

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declarations from each Independent Director of the Company under Section 149(7) of the Act and Regulation 25(8) of the SEBI (LODR) confirming compliance with the criteria of independence as stipulated under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI (LODR) Regulations, 2015 (as amended) and there has been no change in the circumstances which may affect their status as Independent Directors during the Financial Year 2023-24.

All Independent Directors of the Company have affirmed compliance with Schedule IV of the Companies Act, 2013 and the Company''s Code of Conduct for Directors and Employees for the Financial Year 2023-24.

The Independent Directors of the Company have registered themselves with the Indian Institute of Corporate Affairs (''IICA'') towards the inclusion of their names in the data bank maintained with it and they are exempted from the requirements of the proficiency self-assessment test. All the Independent Directors have given their declarations stating that they meet the criteria of Independence as prescribed under Section 149(6) of the Companies Act, 2013 read with the rules made thereunder and in the opinion of the Board, the Independent Directors made the said criteria.

REMUNERATION POLICY

The Board of Directors on their re-commendation of the Nomination & Remuneration Committee has framed a Policy for Directors, Key Managerial Personnel and other Senior Managerial Personnel of the Company in accordance with the requirements of the provisions of Section 178 of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015.

INTERNAL FINANCIAL CONTROL

The Company has put in place an adequate system of internal financial controls with respect to the Financial Statement and commensurate with its size and nature of business, which helps in ensuring, the orderly and efficient conduct of business. No reportable material weakness in the operation was observed.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE:

During the year under review, there has been no such significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company''s operations in future.

VIGIL MECHANISM/WHISTLE BOWLER POLICY

The Board of Directors has formulated a Vigil Mechanism/Whistle Blower Policy, which provides a robust a framework for dealing with genuine concerns and grievances, and the policy is uploaded on the company website i.e. www.koredigital.com

ANNUAL RETURN

Pursuant to Section 92(3) read with the Companies (Management and Administration) Rules, 2014 of the Act, the Annual Return of the Company for the financial year March 31, 2024 in Form MGT-7 is made available on the website of the Company i.e. www.koredigital.com

Managing Director and Chief Financial Officer of the Company give annual certification on financial reporting and internal controls to the Board in terms of Regulation 17 of SEBI (LODR) Regulations, 2015.

The Managing Director and the Chief Financial Officer also give yearly certification on financial results while placing the financial results before the Board in terms of Regulation 33(2) of the SEBI (LODR). The Annual Certificate given by Managing Director and the Chief Financial Officer is attached.

ENERGY CONSERVATION, TECHNOLOGY, ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under the Act forms part of this report.

STATEMENT PURSUANT TO SECTION 197(12) OF THE COMPANIES ACT, 2013 READ WITH RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in this Report.

PREVENTION OF INSIDER TRADING

In accordance with Schedule B of the SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time, (''Insider Trading Regulations''), the Company has put in place a Code, which provides for procedure to be followed by Designated Persons for trading in securities of the Company including preapproval, reporting and restrictions on contra trading. The Code also contains processes to ensure safeguards against leakage of Unpublished Price Sensitive Information (''UPSI'') of the Company.

The updated Code of Practices and Procedures for Fair Disclosures of Unpublished Price Sensitive Information is disclosed on its website of the Company i.e. www.koredigital.com

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 134(3)(c) of the Companies Act, 2013 with respect to the Directors'' Responsibility Statement, based on the knowledge and belief and the information and explanations obtained, directors confirm that:

a) In the preparation of the annual accounts for the year ended 31^st March, 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) Such accounting policies selected and applied consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company for the financial year ended 31^st March, 2024 and of the profit and loss of the company for that period;

c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) Annual accounts for the financial year ended 31^st March, 2024 have been prepared on a going concern basis;

e) Internal financial controls have been laid down and followed by the company and that such internal financial controls are adequate and operating effectively; and

f) Proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

CORPORATE GOVERNANCE

Your Company has been complying with the principles of Good Corporate Governance over the years and is committed to the highest standards of Compliance.

Pursuant to regulation 15(2) of the SEBI (LODR) Regulations, 2015, the Compliances with Corporate Governance provisions as specified in Regulation 17 to 27 and Clause (b) to (i) of regulations and Para C, D and E of Schedule V shall not apply to the listed entity which has specified securities on the SME Exchange. Therefore, the Corporate Governance Report is not applicable on the Company. Hence, the Corporate Governance Report does not form part of this Board Report.

CORPORATE SOCIAL RESPONSIBILITY

Under Section 135(1) & (2) of the Companies Act, 2013 and rules made thereunder, the requirement of developing a policy on CSR activity and implementing the same is not applicable to the Company since the Company does not meet the criteria for F.Y. 2022-23. Accordingly, the Company has not taken steps relating to CSR activity.

During the F.Y. 2023-24 Company met the criteria of CSR applicability (i.e. Profit Before Tax: 1,630.26 Lakhs) hence need to comply with the requirement as per Section 135 of Companies Act, 2013 and rules made thereunder during F.Y. 2024-25. Company under the process of forming CSR Committee, CSR Policy and Compliance as per section 135 of Companies Act, 2013.

COMPLIANCE OF SECRETARIAL STANDARDS-1 AND 2:

Your Directors confirms that pursuant to Section 118(10) of the Companies Act, 2013, applicable Secretarial Standards, i. e. SS-1 and SS- 2, pertaining to Meeting of Board of Directors and General Meetings, respectively specified by the Institute of Company Secretaries of India (ICSI) have been duly complied by the Company.

The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards and that such systems are adequate and operating effectively.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âListing Regulationsâ) is presented in a separate section, forming part of the Annual Report.

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition and Redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder.

During the year under review, the Company did not receive any complaint regarding sexual harassment. RISK MANAGEMENT AND ANALYSIS

A key factor in determining a Company''s capacity to create sustainable value is the risks that the Company is willing to take strategic and operational levels and its ability to manage them effectively.

Many risks exist in a company''s operating environment and they emerge on a regular basis. The Company''s Risk Management processes focus on ensuring that these risks are identified on a timely basis and addressed. In our company, audit committee has an additional oversight in the area of financial risks and its controls. The management of the Company from time to time is identifying other major operational risks.

However, constitution of Risk Management Committee is not applicable as it is applicable to top 500 listed companies only.

DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER AN INSOLVENCY AND BANKRUPTCY CODE 2016

During the year under review, there were no applications made or proceedings pending in the name of the Company under the Insolvency and Bankruptcy Code 2016.

DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS

During the year under review, there has been no one-time settlement of Loans taken from Banks and Financial Institutions.

ACKNOWLEDGEMENTS

The Board of Directors wish to place on record its deep sense of appreciation for the committed services by all the employees of the Company. The Board of Directors would also like to express their sincere appreciation for the assistance and co- operation received from the financial institutions, banks, government and regulatory authorities, stock exchanges, customers, vendors, members, debenture holders and debenture trustee during the year under re

Finally, yet importantly, your directors wish to place on record their warm appreciation to you for your continuous support and encouragement.

Mar 31, 2023

The directors have pleasure in presenting this 14^th Annual Report on the affairs of the Company''s together with the audited statement of account for the financial year ended March 31, 2023.

FINANCIAL RESULTS:

The financial performance of the Company for the financial year ended March 31, 2023 is summarized below:

(Amount in Lakhs)
PARTICULARS	2022-2023	2021-2022
Total Revenue	2127.45	1694.95
Total Expense	1695.93	1392.19
PROFIT BEFORE TAXATION	431.52	302.26
Less: Current Year Tax	(106.74)	(84.29)
Less: Deferred Tax	(2.60)	0.00
PROFIT AFTER TAX	322.18	217.97

PERFORMANCE REVIEW

During the Financial Year 2022-23, the Company has achieved the highest ever Revenue from operations of Rs 2127.45 (in lakhs) as compared to Rs 1694.95 (in lakhs) in Financial Year 2021-22. The Profit before tax for the Financial Year 2022-23 stood at Rs 431.52 (in lakhs) as compared to Rs 302.26 (in lakhs) achieved in Financial Year 2021-22.

The Profit after tax stood at Rs 322.18 (in lakhs) for Financial Year 2022-23 as compared to Rs 217.97 (in lakhs) for the Previous Year.

Company was Public Limited Company till 13^th June 2023 and has listed itself on NSE SME platform on 14th June'' 2023.

DIVIDEND:

TRANSFER TO RESERVES

The Company has not transferred any amount to general reserves.

INVESTOR EDUCATION AND PROTECTION FUND

There were no amounts, required to be transferred to the Investor Education and protection fund by the Company during this year.

CHANGE IN THE NATURE OF BUSINESS

During the year under review, there were no material changes in the nature of business of the company. CAPITAL STRUCTURE

During the year under review, the Company has increased its Authorized Share Capital from Rs. 1,00,000 (Rupees One Lakh Only) to Rs. 1,00,00,000 (Rupees One Crore Only) through resolution passed by shareholder dated 08^th July, 2022 and Subsequent increased in authorized Share Capital from Rs. 1,00,00,000 (Rupees One Crore Only) to Rs. 4,00,00,000 (Rupees Four Crore Only) through resolution passed by shareholder dated 12^th January, 2023.

The Authorized Share Capital of the Company as on 31^st March, 2023 is Rs. 4,00,00,000/- (Rupees Four Crore Only) divided into 40,00,000 Equity Shares of Rs. 10/- each.

During the year under review, the Company has issued and allotted 25,10,000 Equity Shares of Rs. 10/-each fully paid up, were issued pursuant to resolution passed by the Board of Directors dated 17^thDecember, 2022, generating proceeds through Bonus Issue of Rs. 2,51,00,000.

Consequent to above allotment, the issued, Subscribed & Paid-Up Capital of the Company as on 31^st March, 2023 is Rs. 2,52,00,000/- divided into 25,20,000 Equity Shares of Rs. 10/- each.

A. BUY BACK OF SECURITIES:

The Company has not bought back any of its securities during the year under review.

B. SWEAT EQUITY:

The Company has not issued any Sweat Equity Shares during the year under review.

C. BONUS SHARES:

The Company has issued Bonus Shares 25,10,000 Equity Shares during the year.

D. EMPLOYEES STOCK OPTION PLAN:

The Company has not provided any Stock Option Scheme to the employees.

E. FRESH ISSUE OF SHARES:

The Company has not issued any shares in the financial year 2022-2023.

DEPOSITORY SYSTEM:

The Company''s equity shares are in demat through National Securities Depository Limited and Central Depository Services India Limited.

ISIN: INE0O4R01018

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

There were no loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review and hence it is not applicable.

MATERIAL CHANGES AND COMMITMENTS

There have been no material changes and commitments affecting the financial position of the Company that have occurred between the end of the financial year to which the financial statement relates and the date of this report.

SHARE RECONCILIATION AUDIT

As on 31^st March, 2023 Share Reconciliation Audit was not applicable to Company. Post listing of company on NSE SME platform, Reconciliation of Share Capital Audit has been carried out every quarter and the report thereon are submitted to the NSE (India).

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

Related party transactions that were entered during the financial year were on an arm''s length basis and were in the ordinary course of business. Transactions with related parties entered by the Company in the normal course of business are periodically placed before the Audit Committee for its omnibus approval and the particulars of contracts entered during the year as per Form AOC-2 is enclosed.

The Board of Directors of the Company has, on the recommendation of the Audit Committee, adopted a policy to regulate transactions between the Company and its Related Parties, in compliance with the applicable provisions of the Companies Act 2013, the Rules there under and the Listing Regulations. This Policy was considered and approved by the Board has been uploaded on the website of the Company at www.koredigital.com under investors info.

PUBLIC DEPOSITS

During the year under review, the Company has neither invited nor accepted any Public Deposits within the meaning of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposit) Rules, 2014.

NAME OF THE COMPANY, WHICH HAVE BEEN BECOME/CEASED TO BE SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES DURING THE YEAR

The Company does not have any subsidiaries, joint ventures or associate companies during the financial year 2022-2023.

INTER SE RELATIONSHIPS BETWEEN THE DIRECTORS

There is no inter se relationship between Directors of the company except Mr. RAVINDRA DOSHI, Chairman & Managing Director of the Company and his wife Mrs. KASHMIRA DOSHI, Director of the Company and his son Mr. CHAITANYA DOSHI, Director of the Company.

Independent directors are not related to promoters of the company and various other directors of the company.

NUMBER OF MEETINGS OF THE BOARD:

As per Section 173 ofthe Companies Act 2013, read with the rules made thereunder dates for Board Meetings are well decided in advance and communicated to the Board and the intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and SEBI (LODR) Regulations 2015 (as amended). The agenda and explanatory notes are sent to the Board in advance. The Board periodically reviews compliance reports of all laws applicable to the Company.

The Board met 11 times during the financial year 2022-23 on 2nd June, 2022, 10th June, 2022, 20th June, 2022, 13^th July, 2022, 25^th September, 2022, 28^th November, 2022, 10^th December, 2022, 17^th December, 2022, 21^st January, 2023, 9^th March, 2023 and 25^th March, 2023.

Sr. no	Name ofthe Director	Category/ Status of Directorship	Attendance of Board Meeting		No. of Directorship in other Public Limited Companies	No. of Committee positions held in other public limited companies		No. of Equity Shares held in the Company as on March 31, 2023
Sr. no	Name ofthe Director	Category/ Status of Directorship	No of Meetings which directors was entitled attend	No of Meetings attended	No. of Directorship in other Public Limited Companies	Chairman	Member
1.	Ravindra Doshi	Managing Director	11	11	Nil	Nil	Nil	12,60,000
2.	Kashmira Doshi	Director	11	11	Nil	Nil	Nil	4,96,440
3.	Chaitanya Doshi	Director	10	10	Nil	Nil	Nil	3,78,000
4.	Hiral Shah	Non Executive Independent Director	4	4	Nil	Nil	Nil	Nil
5.	Ruchi Gupta	Non Executive Independent Director	4	4	Nil	Nil	Nil	Nil
6.	Ajeet Krishna Kadam	Non Executive Independent Director	4	4	Nil	Nil	Nil	Nil

COMMITTEES OF THE BOARD:I. The Board has constituted various committees in accordance with the provisions of the Companies Act, 2013, the details of which are given as under:

1. Audit Committee

2. Stakeholder Relationship Committee

3. Nomination and Remuneration Committee

AUDIT COMMITTEE: The Audit Committee of the Board met One (01) times during the financial year. The maximum time gap between two consecutive meetings was not more than 120 days. All members of the Audit Committee possess strong knowledge of accounting and financial management.

Composition of Audit Committee are mentioned below:

Sr.no	Name of the Director	Designation	Position in Committee	No. of meeting held in the year	No. of meeting attended during the year
1.	Ajeet Krishna Kadam	NEID	Chairman	1	1
2.	Ravindra Doshi	Managing Director	Member	1	1
3.	Hiral Jainesh Shah	NEID	Member	1	1
4.	Ruchi Gupta	NEID	Member	1	1

The terms of reference of the Audit Committee are in line with the provisions of Section 177 of the Companies Act, 2013. The role of the Audit Committee is to provide oversight over the accounting systems, financial reporting, and internal controls ofthe Company. The powers and role ofthe Audit Committee are as set out in the SEBI (LODR) and Section 177 of the Companies Act, 2013.

The primary objective of the Audit Committee is to monitor and provide an effective supervision of the Management''s financial reporting process.

Further, the Audit Committee is also functional as per the provision of Section 177 of Companies Act, 2013 and Rules made thereunder and as per Regulation 18 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

NOMINATION AND REMUNERATION COMMITTEE: The Nomination and Remuneration Committee of the Company met three times during the F.Y. 2022-23. The Composition of Committee in Committee meeting are mentioned below:

Sr.no	Name of the Director	Designation	Position in Committee	No. of meeting held in the year	No. of meeting attende d during the year
1.	Ajeet Krishna Kadam	NEID	Chairman	1	1
2.	Hiral Jainesh Shah	NEID	Member	1	1
3.	Ruchi Gupta	NEID	Member	1	1

The Nomination & Remuneration committee has been assigned to approve and settle the remuneration package with optimum blending of monetary and non- monetary outlay.

STAKEHOLDERS RELATIONSHIP COMMITTEE: The Committee met one (01) times atthe registered office of the Company and the composition of the committee are mentioned below:

Sr.no	Name of the Director	Designatio n	Position in Committee	No. of meeting held in the year	No. of meeting attended during the year
1.	Ajeet Krishna Kadam	NEID	Chairman	1	1
2.	Hiral Jainesh Shah	NEID	Member	1	1
3.	Ruchi Gupta	NEID	Member	1	1

Investor''s grievance status report as appearing on SCORES and as reported by the RTA during the year under review is as follows:

Category of Complaints	No. of Complaint (S) Received	No. of Complaint (S) Resolved	No. of Complaints pending
Nil	Nil	Nil	Nil
Nil	Nil	Nil	Nil
Nil	Nil	Nil	Nil

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the period under review, the Board of Directors of the Company duly constituted as per provisions of Companies Act, 2013.

COMPOSITION OF BOARD OF DIRECTORS:

The Board of Directors of Kore Digital Limited is an optimum combination of Executive and Non-Executive Directors. As on 31^st March, 2023, The Board of Company consists of Six (6) Directors. The Board at present comprises of:

SR.NO.	NAME OF DIRECTOR	DESIGNATION	DIN NO
1	RAVINDRA DOSHI	Managing Director	02494055
2	KASHMIRA RAVINDRA DOSHI	Director and Chief Financial Officer	02494279
3	CHAITANYA RAVINDRA DOSHI	Director and Chief Executive Officer	09253107
4	HIRAL JAINESH SHAH	Independent Director	09810987
5	RUCHIGUPTA	Independent Director	09813986
6	AJEET KRISHNA KADAM	Independent Director	10028213
7	PURNIMA MAHESHWARI	Company Secretary	BRCPM0877R

The following changes occurred in the composition of Board during the Financial Year 2022-23:

â¢ Mr. Chaitanya Ravindra Doshi was appointed as Additional Director on the board of the Company w.e.f. 02^nd June, 2022 and in the AGM held on 30^th September, 2022 he was regularized.

â¢ Designation of Mr. Ravindra Doshi changed from Director to Managing Director w.e.f. 10^th June, 2022.

â¢ Mrs. Kashmira Ravindra Doshi and Mr. Chaitanya Ravindra Doshi appointed as Chief Financial Officer (CFO) and Chief Executive Officer (CEO) on the Board of the Company w.e.f. 20^th June, 2022.

â¢ Ms. Purnima Maheshwari appointed as Company Secretary on the Board of the Company w.e.f. 28^thNovember, 2022.

â¢ Ms. Hiral Jainesh Shah, Ms. Ruchi Gupta and Mr. Ajeet Krishna Kadam appointed as independent Directors w.e.f. 10^th December, 2022.

RETIRE BY ROTATION:

Pursuant to the provisions of Section 152 of the Companies Act, 2013, the office of MRS. KASHMIRA RAVINDRA DOSHI, Director of the Company is liable to retire by rotation at the Annual General Meeting and being eligible offered herself for re-appointment. Accordingly, the proposal of his re-appointment has been included in the Notice conveying the Annual General Meeting of the company.

A brief resume of directors seeking re-appointment consisting nature of expertise in specific functional areas and name of companies in which they hold directorship, membership, chairmanship of committees of the respective Boards, shareholding and relationship between directors as stipulated under Reg. 36(3) of the SEBI (LODR) Regulations, 2015, are given in the section of notice of AGM forming part of the Annual Report.

BOARD EVALUATION:

Pursuantto the provisions ofthe Companies Act, 2013 and Rules made thereunder read with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried the evaluation of its own performance, individual Directors, its Committees, including the Chairman of the Board on the basis of attendance, contribution and various criteria as recommended by the Nomination and Remuneration Committee of the Company.

The evaluation of the working of the Board, its committees, experience and expertise, performance of specific duties and obligations etc. were carried out. The Directors expressed their satisfaction with the evaluation process and outcome.

The performance of each of the non-independent directors (including the Chairman) was also evaluated by the Independent Directors at the separate meeting held of Independent Directors of the Company.

AUDITORS:(I) STATUTORY AUDITORS

The Members at the Extra Ordinary General Meeting of the Company had appointed M/s. J N Gupta & Co., Chartered Accountants (FRN: 006569C) as the Statutory Auditors of the Company to hold till the conclusion of 14th Annual General Meeting to be held in the year 2023.

The Auditors have issued their report on the Financial Statements for the Financial Year ended March 31, 2023, with an unmodified opinion and do not contain any qualification, observation, or adverse remarks or disclaimer that may call for any explanation from the Board of Directors The Auditors have not reported any matter under Section 143(12) of the Companies Act, 2013 and therefore no detail is required to be disclosed under Section 134(3)(ca) of the Companies Act, 2013.

As per section 143 of the Companies Act 2013, Company wants to appoint with the consent of members of the Company âM/s J N Gupta & Coâ, Chartered Accountants (FRN: 006569C) as the Statutory Auditors of the Company to hold office from the conclusion of the said Annual General Meeting till the conclusion of 19^th Annual General Meeting to be held in the year 2028.

(II) SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Company is required to annex the Secretarial Audit report with the Board report. Accordingly, the appointment of M/s Govind Jaiswal & Company, Jaipur has been made by the Board in their meeting held on July 22, 2023 to conduct Secretarial Audit and report thereon for F.Y 2022-23.

Accordingly, the Secretarial Audit Report given by M/s Govind Jaiswal & Company, Jaipur for the F.Y. 202223 is annexed herewith. The Board has duly reviewed the Secretarial Auditor''s Report and the observations and comments, appearing in the report are self- explanatory and do not call for any further explanation/ clarification by the Board of Directors as provided under Section 134 of the Companies Act, 2013.

(III) INTERNAL AUDITORS

The provisions of section 138 of the Companies Act, 2013 with respect to appointment of Internal auditor was not applicable to the Company during 2022-23. For F.Y.2023-24 Company has made necessary provision for appointment of Internal Auditor under Section 138 of the Companies Act, 2013 read with rules made there under.

(IV) COST AUDITOR

The provisions of 148 of the Companies Act, 2013 with respect to appointment of Cost auditor are not applicable to the Company.

FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS

The Company has a familiarization program for Independent Directors with the objective of making the Independent Directors of the Company accustomed to the business and operations of the Company. The program also intends to update the Directors on a regular basis on any significant changes therein to be in a position to make well-informed and timely decisions. The policy on familiarization program for Independent Directors are placed on www.koredigital.com

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declarations from each Independent Director of the Company under Section 149(7) of the Act and Regulation 25(8) of the SEBI (LODR) confirming compliance with the criteria of independence as stipulated under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI (LODR) Regulations, 2015 (as amended) and there has been no change in the circumstances which may affect their status as Independent Directors during the Financial Year 2022-23.

All Independent Directors of the Company have affirmed compliance with Schedule IV of the Companies Act, 2013 and the Company''s Code of Conduct for Directors and Employees for the Financial Year 202223.

REMUNERATION POLICY

INTERNAL FINANCIAL CONTROL

The Company has put in place an adequate system of internal financial controls with respect to the Financial Statement and commensurate with its size and nature of business, which helps in ensuring, the orderly and efficient conduct of business. No reportable material weakness in the operation was observed.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE:

VIGIL MECHANISM/WHISTLE BOWLER POLICY

The Board of Directors has formulated a Vigil Mechanism/Whistle Blower Policy, which provides a robust a framework for dealing with genuine concerns and grievances, and the policy is uploaded on the company website.

ANNUAL RETURN

The Annual Return referred to in sub-section (3) of Section 92 of the Companies Act, 2013 for the financial year 2022-2023 in Form MGT-9 will available on the website of the company i.e. www.koredigital.com

MANAGING DIRECTOR AND CFO CERTIFICATION

Managing Director and Chief Financial Officer of the Company give annual certification on financial reporting and internal controls to the Board in terms of Regulation 17 of SEBI (LODR) Regulations, 2015.

The Managing Director and the Chief Financial Officer also give yearly certification on financial results while placing the financial results before the Board in terms of Regulation 33(2) of the SEBI (LODR). The Annual Certificate given by Managing Director and the Chief Financial Officer is attached.

ENERGY CONSERVATION, TECHNOLOGY, ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under the Act forms part of this report.

STATEMENT PURSUANT TO SECTION 197(12) OF THE COMPANIES ACT, 2013 READ WITH RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in this Report.

PREVENTION OF INSIDER TRADING

As on 31^st March, 2023, the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 ("the PIT Regulations") was not applicable to Company.

Post listing of company on NSE SME platform, in compliance with the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 ("the PIT Regulations") and amendments thereto on prevention of Insider Trading. The Company has a comprehensive Code of Conduct for Regulating, monitoring and reporting of trading by Insiders along with policy on legitimate purpose. The Company also has a Code of Practices and Procedures of fair disclosures of unpublished price and these code(s) are in line with the PIT regulations.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 134(3)(c) of the Companies Act, 2013 with respect to the Directors'' Responsibility Statement, based on the knowledge and belief and the information and explanations obtained, directors confirm that:

a) In the preparation of the annual accounts for the year ended 31^st March, 2023, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) such accounting policies selected and applied consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company for the financial year ended 31^st March, 2023 and of the profit and loss of the company for that period;

c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) Annual accounts for the financial year ended 31^st March, 2023 have been prepared on a going concern basis;

e) Internal financial controls have been laid down and followed by the company and that such internal financial controls are adequate and operating effectively; and

f) Proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

CORPORATE GOVERNANCE

Your Company has been complying with the principles of Good Corporate Governance over the years and is committed to the highest standards of Compliance.

Pursuant to regulation 15(2) of the SEBI (LODR) Regulations, 2015, the Compliances with Corporate Governance provisions as specified in Regulation 17 to 27 and Clause (b) to (i) of regulations and Para C, D and E of Schedule V shall not apply to the listed entity which has specified securities on the SME Exchange. Therefore, the Corporate Governance Report is not applicable on the Company. Hence, the Corporate Governance Report does not form part of this Board Report.

CORPORATE SOCIAL RESPONSIBILITY

Under Section 135 of the Companies Act, 2013 and rules made thereunder, the requirement of developing a policy on CSR activity and implementing the same is not applicable to the Company since the Company does not meet the criteria. Accordingly, the Company has not taken steps relating to CSR activity.

COMPLIANCE OF SECRETARIAL STANDARDS-1 AND 2:

Your Directors confirms that pursuant to Section 118(10) of the Companies Act, 2013, applicable Secretarial Standards, i. e. SS-1 and SS- 2, pertaining to Meeting of Board of Directors and General Meetings, respectively specified by the Institute of Company Secretaries of India (ICSI) have been duly complied by the Company.

The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards and that such systems are adequate and operating effectively.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âListing Regulationsâ) is presented in a separate section, forming part of the Annual Report.

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition and Redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder.

During the year under review, the Company did not receive any complaint regarding sexual harassment. RISK MANAGEMENT AND ANALYSIS

A key factor in determining a Company''s capacity to create sustainable value is the risks that the Company is willing to take strategic and operational levels and its ability to manage them effectively.

Many risks exist in a company''s operating environment and they emerge on a regular basis. The Company''s Risk Management processes focuses on ensuring that these risks are identified on a timely basis and addressed. In our company, audit committee has an additional oversight in the area of financial risks and its controls. The management of the Company from time to time is identifying other major operational risks.

However, constitution of Risk Management Committee is not applicable as it is applicable to top 500 listed companies only.

DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER AN INSOLVENCY AND BANKRUPTCY CODE 2016

During the year under review, there were no applications made or proceedings pending in the name of the Company under the Insolvency and Bankruptcy Code 2016.

DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS

During the year under review, there has been no one-time settlement of Loans taken from Banks and Financial Institutions.

ACKNOWLEDGEMENTS

The Board of Directors wish to place on record its deep sense of appreciation for the committed services by all the employees of the Company. The Board of Directors would also like to express their sincere appreciation for the assistance and co- operation received from the financial institutions, banks, government and regulatory authorities, stock exchanges, customers, vendors, members, debenture holders and debenture trustee during the year under review.

Finally, yet importantly, your directors wish to place on record their warm appreciation to you for your continuous support and encouragement.

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