Kore Digital Ltd

To

The Members,

KORE DIGITAL LIMITED

Your directors have pleasure in presenting this 15th 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)

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 14th 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 14th 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 22nd February, 2024.

The Authorized Share Capital of the Company as on 31st 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 12th 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 14th 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 27th 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 27th March, 2024.

Consequent to above allotment, the issued, Subscribed & Paid-Up Capital of the Company as on 31st 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 29th April, 2023, 20th May, 2023, 27th May, 2023, 12th June, 2023, 22nd July, 2023, 31st August, 2023, 23rd October, 2023, 22nd January, 2024, 30th January, 2024 and 27 th March, 2024.

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:

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 three times during the F.Y. 2023-2024. The Composition of Committee in Committee meeting are mentioned below:

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:

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

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 31st March, 2024, The Board of Company consists of Six (6) Directors. The Board at present comprises of:

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:

Pursuant o 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 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 14th Annual General Meeting till the conclusion of 19th 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 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

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 31st 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 31st 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 31st 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 ("Listing Regulations") 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.