Jay Jalaram Technologies Ltd Directors Report

To the Members,

Jay Jalaram Technologies Limited

The Board of Directors (“Board”) of Jay Jalaram Technologies Limited (“the Company”) have pleasure in presenting the Fourteenth (14^th) Annual Report along with the Audited Financial Statements (Standalone and Consolidated) of the Company for the financial year ended 31^st March, 2025.

1. FINANCIAL PERFORMANCE OF THE COMPANY:

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

(Rs in Lakhs)

Particulars	Standalone		Consolidated
	F.Y. 2024-25	F.Y. 2023-24	F.Y. 2024-25	F.Y. 2023-24
Revenue from operations	66,768.46	53,871.85	66,746.45	54,185.63
Other Income	104.00	81.91	104.01	85.61
Total Income	66,872.46	53,953.76	66,850.46	54,271.24
Less: Total Expenses before Depreciation, Finance Cost and Tax	65,465.69	52,876.61	65,463.56	53,221.83
Profit before Depreciation, Finance Cost and Tax	1,406.77	1,077.15	1,386.90	1,049.41
Less: Depreciation	148.29	106.65	152.37	109.97
Less: Finance Cost	352.72	326.93	379.50	375.74
Less: Exceptional items	0.00	11.43	0.00	11.43
Profit Before Tax	905.76	632.14	855.03	552.27
Less: Total Net Tax Expense	229.68	145.93	229.62	145.95
Profit After Tax	676.08	486.21	625.41	406.32

Previous year figures have been regrouped/re-arranged wherever necessary.

The Audited Standalone and Consolidated Financial Statements of the Company for the financial year ended 31^st March, 2025, forming part of this Report, have been prepared in accordance with the applicable Accounting Standards as notified by the Ministry of Corporate Affairs.

2. BUSINESS OPERATIONS / STATE OF THE COMPANYS AFFAIRS:

The Company is engaged in multi-brand retail selling of smartphones and allied accessories and also engaged in multi-brand retail selling of consumer durable electronics goods like Smart TVs, Air Conditioners, Fridges, Coolers etc.

The state of Companys affairs has been fully described in detail in the Management Discussion and Analysis Report under the heading “Overview of the Company Jay Jalaram Technologies Limited” attached as Annexure - A.

During the financial year 2024-25, the Company achieved total Standalone Operating Revenue of Rs 66,768.46 lakhs compared to Rs 53,871.85 lakhs during the previous financial year, thereby registered an increase of 23.94% from previous financial year due to rise in sales volume of existing retail stores of the Company. The Company registered the Standalone Net Profit After Tax of Rs 676.08 lakhs during the year under review compared to Rs 486.21 lakhs during the previous year, thereby registered an increase of 39.05% from previous year due to rise in sales volume of existing retail stores of the Company.

3. HIGHLIGHTS OF PERFORMANCE OF SUBSIDIARY COMPANIES AND THEIR CONTRIBUTION TO THE OVERALL PERFORMANCE OF THE COMPANY:

M/s. Hear More Techlife Pvt. Ltd, a subsidiary company, achieved total Operating Revenue of Rs 100.57 lakhs during the financial year 2024-25 compared to Rs 716.61 lakhs during the previous financial year and incurred Net Loss After Tax of Rs 53.23 lakhs during the financial year 2024-25 compared to Net Loss After Tax of Rs 64.96 lakhs during the previous financial year. Further, M/s. Techgrind Solutions Pvt. Ltd, a subsidiary company, has not generated revenue till 31^st March, 2025 since its incorporation and incurred Net Loss After Tax of Rs 0.40 lakhs during the financial year 2024-25.

Further, during the financial year 2024-25, the Company has achieved total Consolidated Operating Revenue of Rs 66,746.45 lakhs compared to Rs 54,185.63 lakhs during the previous financial year and also earned Consolidated Net Profit After Tax of Rs 625.41 lakhs during the year under review compared to Rs 406.32 lakhs during the previous financial year.

4. MATERIAL CHANGES AND COMMITMENTS:

The Board of Directors of the Company at their meeting held on 29^th May, 2025 has approved the proposal to sale 5,900 (59.00%) equity shares held by the Company in M/s. Hear More TechLife Private Limited (“Subsidiary”) subject to completion of all the legal and regulatory formalities and also subject to post execution of Share Sale Agreement. Post completion of this proposed transaction, M/s. Hear More Techlife Private Limited would no longer be Subsidiary of the Company.

Except as mentioned above, there are no other material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which the financial statements relate and the date of this report.

5. CHANGE IN NATURE OF BUSINESS:

During the year under review, there has been no change in the nature of business of the Company.

6. DIVIDEND:

During the year under review, the Board of Directors of the Company has not recommended any dividend on equity shares of the Company for the financial year ended 31^st March, 2025 for conserving the resources for future operations and growth of the Company. Further, the Company has never declared dividend on its shares since its incorporation. Hence, no amount is required to be transferred to Investor Education and Protection Fund (“IEPF”).

7. TRANSFER TO RESERVES:

The Board of Directors of the Company has decided not to transfer any amount to the reserves of the Company for the year under review.

8. PUBLIC DEPOSITS:

There were no outstanding deposits within the meaning of Sections 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014, as amended from time to time as on 31^st March, 2025 or in the previous financial years. The Company has neither accepted nor invited nor renewed any deposits during the year under review.

9. DEMATERIALISATION OF EQUITY SHARES:

As on 31^st March, 2025, the entire shareholding of the Company is in demat form. The ISIN No. allotted to the Company for the Equity Shares is INE0J6801010.

10. ALTERATION IN MEMORANDUM OF ASSOCIATION:

During the year under review, the Company has made alteration in the Capital Clause of the Memorandum of Association of the Company in accordance with the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 by passing Ordinary Resolution at the Extra-Ordinary General Meeting of the Company held on 05^th June, 2024 for increase in Authorised Equity Share Capital of the Company from Rs 12.00. 00.000/- (Rupees Twelve Crore only) divided into 1.20.00. 000 (One Crore Twenty Lakh) Equity Shares of Rs 10/- each to Rs 17,00,00,000/- (Rupees Seventeen Crore only) divided into 1,70,00,000 (One Crore Seventy Lakh) Equity Shares of Rs 10/- each.

11. FUND RAISING - PREFERENTIAL ISSUE OF EQUITY SHARES AND FULLY CONVERTIBLE WARRANTS:

The Board of Directors of the Company (“Board”) at their meeting held on 24^th June, 2024, has issued and allotted 7,45,000 (Seven Lakh Forty Five Thousand) Equity Shares of face value of Rs 10/- each at an issue price of Rs 399/- (Rupees

Three Hundred Ninety Nine) including a premium of Rs 389/- (Rupees Three Hundred Eighty Nine) each payable under preferential allotment basis for cash consideration, aggregating to Rs 2,972.55 Lakhs, through approval accorded by the shareholders of the Company at their Extra Ordinary General Meeting held on 05^th June, 2024. These equity shares are ranking pari-passu with the existing equity shares of the Company.

Further, on 24^th June, 2024, the Board has also issued and allotted 2,50,000 (Two Lakh Fifty Thousand) Fully Convertible Warrants, each convertible into, or exchangeable for 1 (one) fully paid-up equity share of the Company of face value of Rs 10/- each (“Warrants”) at an Issue Price of Rs 399/- (Rupees Three Hundred Ninety Nine) including a premium of Rs 389/- (Rupees Three Hundred Eighty Nine) each (including the Warrants subscription price and Warrant exercise price), payable under preferential allotment basis for cash consideration through approval accorded by the shareholders of the Company at their Extra Ordinary General Meeting held on 05^th June, 2024. The Company has received 25% of the Issue Price (i.e. Rs 99.75 per warrant), aggregating to Rs 249.37 lakhs, and balance 75% of the Issue Price (i.e. balance Rs 299.25 per warrant), aggregating to Rs 748.13 Lakhs, will be received within a period of 18 months from the date allotment of Warrants in one or more tranches pursuant to exercise of conversion option against each such Warrants. The resulting equity shares shall rank pari-passu with the existing equity shares of the Company.

There has been no deviation in the utilization of proceeds of the said preferential issue of equity shares and warrants from the objects stated in the Letter of Offer. The issue proceeds of the said Issue were fully utilized for business growth & expansion (Rs 2,840.45 lakhs) and working capital requirements (Rs 381.47 lakhs). The Company has received issue proceeds of Rs 3,221.92 lakhs. Therefore, there are no details to be disclosed as per Regulations 32(7A) of the SEBI Listing Regulations.

12. SHARE CAPITAL:

AUTHORIZED SHARE CAPITAL

As on 31^st March, 2025, the Authorised Equity Share Capital of the Company stands at Rs 17,00,00,000/- (Rupees Seventeen Crore only) divided into 1,70,00,000 (One Crore Seventy Lakh) Equity Shares of Rs 10/- each.

Changes during the year under review:

The Authorised Share Capital of the Company has increased from existing Rs 12,00,00,000/- (Rupees Twelve Crore only) divided into 1,20,00,000 (One Crore Twenty Lakh) Equity Shares of Rs 10/- each to Rs 17,00,00,000 (Rupees Seventeen Crore only) divided into 1,70,00,000 (One Crore Seventy Lakh) Equity Shares of Rs 10/- each.

ISSUED, SUBSCRIBED AND PAID-UP SHARE CAPITAL

The Issued, Subscribed and Paid-Up Equity Share Capital of the Company as on 31^st March, 2025 stands at Rs 11,87,50,000/- (Rupees Eleven Crore Eighty-Seven Lakh Fifty Thousand only) divided into 1,18,75,000 (One Crore Eighteen Lakh Seventy-Five Thousand) Equity Shares of Rs 10/- each.

Changes during the year under review:

The Issued, Subscribed and Paid-Up Equity Share Capital of the Company has been increased from Rs 11,13,00,000/- (Rupees Eleven Crore Thirteen Lakh only) divided into 1,11,30,000 (One Crore Eleven Lakh Thirty Thousand) Equity

Shares of Rs 10/- each to Rs 11,87,50,000/- (Rupees Eleven Crore Eighty-Seven Lakh Fifty Thousand only) divided into 1,18,75,000 (One Crore Eighteen Lakh Seventy-Five Thousand) Equity Shares of Rs 10/- each.

Further, during the year under review, the Company has neither issued shares with differential voting rights as to dividends, voting or otherwise nor issued any Bonus shares or shares under Rights Issue (including sweat equity shares).

13. EXPANSION PLAN:

The Company is opening new retail stores in Gujarat, Uttar Pradesh, New Delhi, Haryana, Rajasthan and Maharashtra in phased manner considering various factors like customer base, political stability, government rules and regulations, standard of living, market outlook, logistic & transportation convenience and other conditions as favorable to the Company.

Further, the Company is operating its retail stores under the brand names “KORE” and “EROK” for retail business of mobile phones, its related accessories, consumer durable electronic goods, information technology products and other electronic goods etc.

14. DETAILS ABOUT HOLDING COMPANY, SUBSIDIARY COMPANY, ASSOCIATE COMPANY AND JOINT VENTURES:

As on 31^st March, 2025, the Company has two Subsidiaries i.e. M/s. Hear More Techlife Private Limited and M/s. Techgrind Solutions Private Limited. As on 31^st March, 2025, the Company do not have any holding company or associate company or joint venture. M/s. Hear More Techlife Private Limited and M/s. Techgrind Solutions Private Limited are not a Material Subsidiary of the Company in terms of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

A statement containing the salient features of the financial statements of the subsidiaries in Form AOC-1 forms an integral part of this Report and is annexed as Annexure - B.

15. POLICY FOR DETERMINING MATERIAL SUBSIDIARY:

The Company has a Policy for determining Material Subsidiary in line with the requirements of Regulations 16(1)(c) and 24 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Further, the Board of Directors of the Company at their meeting held on 29^th May, 2025 has approved and adopted the revised Policy for determining Material Subsidiary (“said Policy”) to align the said Policy with the SEBI (Listing Obligations and Disclosure Requirements) (Third Amendment) Regulations, 2024. The said policy is available on the website of the Company and can be downloaded from the weblink

https://koremobiles.com/storage/investor_relation/Policy_for_determining_Material_Subsidiary.pdf

16. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

As required under Regulation 34(2)(e) read with Schedule V of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, the Management Discussion and Analysis Report for the financial year ended 31^st March, 2025 forms an integral part of this Report and is annexed as Annexure - A.

17. CORPORATE GOVERNANCE REPORT:

Pursuant to the exemption provided under Regulation 15(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), the Corporate Governance Report, as required under Regulation 34(3) read with Schedule V of the SEBI Listing Regulations is not applicable to the Company for the financial year ended 31^st March, 2025. The shares of the Company are listed on SME Emerge Platform of National Stock Exchange of India Limited. However, the Company strives to incorporate the appropriate standards for corporate governance.

18. ANNUAL SECRETARIAL COMPLIANCE REPORT:

Pursuant to the exemption provided under Regulation 15(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), the Annual Secretarial Compliance Report, as required under Regulation 24A of the SEBI Listing Regulations is not applicable to the Company for the financial year ended 31^st March, 2025. The shares of the Company are listed on SME Emerge Platform of National Stock Exchange of India Limited.

19. ANNUAL RETURN:

Pursuant to Sections 92(3) and 134(3)(a) of the Companies Act, 2013 read with Rule 11 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company for the financial year 2024-25, is available on the Companys website and can be downloaded from the weblink https://koremobiles.com/storage/investor_relation/Annual_R eturn_FY_2024-25.pdf

20. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

All the related party transactions are placed before the Audit Committee and the Board of Directors of the Company for review and approval on a quarterly basis and also for prior approval wherever required. The omnibus approval is obtained on yearly basis for related party transactions which are of a foreseeable and repetitive nature.

During the financial year 2024-25, all the related party transactions entered into by the Company with related parties were in the ordinary course of business and were at arms length basis in accordance with the applicable provisions of the Companies Act, 2013 read with the relevant rules made thereunder and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Further, there are no material related party transactions during the year under review. Accordingly, the disclosure in Form AOC-2 is not applicable to the Company.

The details of related party transactions as per Accounting Standards are disclosed in Note No. 33 to the standalone financial statements forming part of this Report.

The Company has a ‘Policy on Materiality of Related Party Transactions and on dealing with Related Party Transactions. Further, the Board of Directors of the Company at their meeting held on 29^th May, 2025 has approved and adopted the revised Policy on Materiality of Related Party Transactions and on dealing with Related Party Transactions (“said Policy”) to align the said Policy with the SEBI (Listing Obligations and Disclosure Requirements) (Third Amendment) Regulations, 2024 and the SEBI Circular dtd. 14^th February, 2025 with respect to Industry Standards on “Minimum information to be provided for review of the Audit Committee and Shareholders for approval of a Related Party Transaction.” The said policy is available on the website of the Company www.koremobiles.com and can be downloaded from the weblink:

https://koremobiles.com/storage/investor_relation/Policy_on_Materiality_of_RPTs_and_on_dealing_with_RPTs.pdf

21. PARTICULARS OF EMPLOYEES:

The information, required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are provided as Annexure - C, which forms part of this Report.

The statement containing particulars of employees, as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, will be provided upon request. In terms of Section 136 of the Companies Act, 2013, the Annual Report is being sent over email to those shareholders whose emails addresses are registered with the Company / MUFG Intime India Private Limited (formerly Link Intime India Private Limited), Registrar & Share Transfer Agent (RTA) of the Company / Depository Participants. A letter containing the web link including the exact path where the complete details of Annual Report of the Company for the financial year 2024-25 is available, is being sent to those shareholders whose email addresses are not registered with the Company/RTA/Depository Participants. This Annual Report is being sent excluding the information on employees particulars which is available for inspection by members at the registered office of the Company during business hours on all working days of the Company till the date of this 14^th AGM. If any member is interested in obtaining a copy of the same, such member may write to the Company Secretary in this regard.

22. PARTICULARS OF LOANS, GUARANTEES, SECURITIES OR INVESTMENTS:

For details pertaining to loans given, guarantees given, securities provided or investments made, please refer Note Nos. 13 and 19 to the standalone financial statements of the Company forming part of this Report.

23. DIRECTORS AND KEY MANAGERIAL PERSONNEL: Composition of the Board:

The Company has an appropriate mix of Executive, NonExecutive and Independent Directors including Woman Director in order to maintain its independence and to separate the functions of governance and management. All the Directors have submitted Notice of Interest under Section 184(1) of the Companies Act, 2013 (“the Act”), Intimation under Section 164(2) of the Act and declaration as to compliance with the Code of Conduct of the Company for the financial year ended 31^st March, 2025. None of the directors of the Company are disqualified under Section 164 of the Act.

The composition of Board complies with the requirements of the Act. Further, in pursuance of Regulation 15(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), the Company is exempted from complying with the requirement of having composition of Board as per Regulation 17 of SEBI Listing Regulations.

The following is the Board Composition as on 31^st March, 2025:

DIN	Name of Directors	Designation
05132275	Mr. Kamlesh Varjivandas Thakkar	Chairman & Managing Director (Promoter)
05132770	Mr. Kamlesh Hariram Lalwani	Executive Director (Promoter)
07598386	Mr. Mukeshkumar Navnitray Bhatt	Executive Director (Promoter)
07702963	Mr. Vipul Varjivandas Thakkar	Non-Executive & Non - Independent Director (Promoter Group)
06790698	Ms. Heer Dipesh Kanjani	Independent Director
05347948	Mr. Miteshkumar Harendrabhai Mehta	Independent Director

The relevant details, in terms of Regulation 36(3) of SEBI Listing Regulations, in respect of the Director who is liable to retire by rotation and proposed to be re-appointed, are provided in Annexure to the Notice convening the 14^th AGM of the Company.

Directors appointed/resigned/regularized during the financial year 2024-25:

During the year under review, no Directors were appointed or resigned or regularized.

Retirement by rotation and subsequent re-appointment:

In accordance with the provisions of Section 152 and other applicable provisions, if any, of the Act, read with the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or reenactments) thereof for the time being in force) and the Articles of Association of the Company, Mr. Mukeshkumar Navnitray Bhatt (DIN: 07598386), Executive Director of the Company, is liable to retire by rotation at the ensuing 14^th AGM and being eligible, offers himself for re-appointment. The Board recommends his re-appointment as such.

Key Managerial Personnel:

Pursuant to Section 203 of the Act, the following are the Key Managerial Personnel of the Company as on 31^st March, 2025:

Sl. No.	Name of Key Managerial Personnel	Designation
1.	Mr. Kamlesh Varjivandas Thakkar	Chairman & Managing Director
2.	Mr. Kamlesh Hariram Lalwani	Executive Director
3.	Mr. Mukeshkumar Navnitray Bhatt	Executive Director
4.	Mr. Mukesh Dalpatram Prajapat	Company Secretary & Compliance Officer
5.	Mr. Manish Chandrakantbhai Thakkar	Chief Financial Officer

Key Managerial Personnel appointed/resigned during the financial year 2024-25:

During the year under review, no Key Managerial Personnel were appointed or resigned.

24. BOARD MEETINGS HELD DURING THE YEAR UNDER REVIEW:

Board meetings are held at regular intervals to discuss and decide the policies and strategies apart from other regular Board meetings agendas. In case of special and urgent business needs, the Boards approval is taken by passing resolutions by circulation which are noted and confirmed at the subsequent Board Meetings.

During the financial year 2024-25, the Board of Directors of the Company met Nine (9) times i.e. on 03.05.2024, 09.05.2024,22.05.2024, 29.05.2024, 24.06.2024, 19.08.2024,12.11.2024, 22.02.2025 and 01.03.2025. The maximum gap between two meetings was not more than 120 days. The requisite quorum was present at all the Board Meetings. The minutes of the Board meetings are maintained in accordance with statutory provisions.

25. DECLARATION OF INDEPENDENCE FROM INDEPENDENT DIRECTORS:

The Company has received Declarations from Ms. Heer Dipesh Kanjani (DIN: 06790698) and Mr. Miteshkumar Harendrabhai Mehta (DIN: 05347948), Independent Directors of the Company, under Section 149(7) of the Companies Act, 2013 (“Act”) confirming that they meet the criteria of Independence as prescribed under the provisions of Section 149(6) of the Act read with the Code for Independent Directors prescribed in Schedule IV of the Act and Regulations 16(1)(b) and 25(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force).

26. OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF INDEPENDENT DIRECTORS:

The Board of Directors of the Company are of the opinion that the Independent Directors of the Company are persons of integrity and possess the relevant expertise, appropriate skills, experience and knowledge in one or more fields like accounts, finance, audit, information technology, general administration, business strategy, insurance services, investment banking, real estate business and Company Law.

Pursuant to the requirements of Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, Ms. Heer Dipesh Kanjani and Mr. Miteshkumar Harendrabhai Mehta, Independent Directors of the Company, have registered their names in the Data Bank maintained by the Indian Institute of Corporate Affairs, Manesar (“MCA”) and have also cleared the online proficiency self-assessment test conducted by IICA within the prescribed time.

27. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The Company has put in place a familiarization programme for Independent Directors. At various Board meetings, the Board members are provided with information and are given the opportunity to interact with other Directors of the Company to help them to understand the Companys strategies, policies, business model, operations, products, markets, organization structure, finance, human resources, technology, risk management, changes in the regulatory environment and the industry in which it operates.

The details of the familiarization programme for Independent Directors is available on the Companys website www.koremobiles.com and can be downloaded from the weblink:

https://koremobiles.com/storage/investor_relation/Familiarization_Programme_for_Independent_Directors.pdf

28. INDEPENDENT DIRECTORS MEETING:

Meetings of Independent Directors of the Company were held on 22.02.2025 and 01.03.2025 without the attendance of NonIndependent Directors and other members of the Management. The Independent Directors of the Company took active participation in discussions.

At the said meetings, the Independent Directors reviewed the performance of Non-Independent Directors and the Board as a whole and also reviewed the performance of Chairman of the Company after taking into account views of Executive and Non-Executive Directors of the Company. They also accessed the quality, quantity, timeliness of flow of information and adequacy of information between the Companys management and the Board.

29. ANNUAL PERFORMANCE EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE AND THAT OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS:

The Nomination and Remuneration Committee has laid down the manner in which the formal performance evaluation of the Board, its Committees and individual Directors has to be done.

The Board of Directors of the Company (“Board”) and the Nomination and Remuneration Committee of the Company has carried out annual performance evaluation of Board of Directors, Committees of the Board and the individual directors in accordance with the provisions of Section 178 of the Companies Act, 2013 read with Rule 8(4) of the Companies (Accounts) Rules, 2014 and Regulation 17(10) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”).

The Board has also carried out performance evaluation of the Independent Directors and also the fulfillment of the independence criteria by the Independent Directors of the Company as specified under Section 149(6) of the Companies Act, 2013 and Regulation 25(8) of the SEBI Listing Regulations for the year under review. In the meetings of Independent Directors, performance of Non-Independent Directors, the Board as a whole and Chairman of the Company was also evaluated.

The performance evaluation of Board of Directors, Committees of the Board and the individual directors was conducted through questionnaire having qualitative parameters and feedback based on ratings assigned by respective Directors / Committee members.

30. COMMITTEES OF BOARD OF DIRECTORS OF THE COMPANY (“BOARD”):

As on 31^st March, 2025, the Board has three Committees - Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee. These Board Committees meet at regular intervals and take necessary steps to perform their duties entrusted by the Board. All the recommendations made by these Committees were accepted by the Board.

A. AUDIT COMMITTEE:

The Board has constituted/re-constituted the Audit Committee in accordance with the provisions of Section 177 of the Companies Act, 2013 read with the Rules issued thereunder and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. All the Members of the Committee are well qualified, experienced and possesses required knowledge of accounts, finance and other comparable experience and background. The Company Secretary of the Company acts as the Secretary to the Committee.

Meetings of Committee:

During the financial year 2024-25, the Audit Committee met Five (05) times i.e. on 29.05.2024, 19.08.2024,12.11.2024, 22.02.2025 and 01.03.2025. The maximum gap between two meetings was not more than 120 days. The requisite quorum was present at all the Meetings except Meeting dtd. 22.02.2025 which was adjourned due to lack of quorum but duly hold and convened on 01.03.2025:

Composition of Audit Committee as on 31^st March, 2025:

Name of Committee Members	Designation	Category of Director
Ms. Heer Dipesh Kanjani	Chairman	Independent Director
Mr. Miteshkumar Harendrabhai Mehta	Member	Independent Director
Mr. Vipul Varjivandas Thakkar	Member	Non-Executive & Non-Independent Director

During the year under review, no changes have taken place in the Composition of Audit Committee of the Company.

The Terms of Reference of the Audit Committee are broadly as follows:

1) Oversight of the Companys financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;

2) Recommendation for appointment, remuneration and terms of appointment "of auditors of the Company;

3) Approval of payment to statutory auditors for any other services rendered by the statutory auditors;

4) Reviewing, with the management, the annual financial statements and auditors report thereon before submission to the Board of Directors for approval, with particular reference to:

a) Matters required to be included in the Directors Responsibility Statement to be included in the Boards Report in terms of clause (c) of sub section 3 of Section 134 of the Companies Act, 2013;

b) Changes, if any, in accounting policies and practices and reasons for the same;

c) Major accounting entries involving estimates based on the exercise of judgment by management;

d) Significant adjustments made in the financial statements arising out of audit findings;

e) Compliance with listing and other legal requirements relating to financial statements;

f) Disclosure of any related party transactions;

g) Modified opinion(s) in the draft audit report;

5) Reviewing, with the management, the quarterly/half yearly/yearly financial statements before submission to the Board of Directors for approval;

6) Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public issue or rights issue or preferential issue or qualified institutions placement, and making appropriate recommendations to the Board of Directors to take up steps in this matter;

7) Reviewing and monitoring the auditors independence and performance, and effectiveness of audit process;

8) Approval or any subsequent modification of transactions of the Company with related parties;

9) Scrutiny of inter-corporate loans and investments;

10) Valuation of undertakings or assets of the Company, wherever it is necessary;

11) Evaluation of internal financial controls and risk management systems;

12) Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems;

13) Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;

14) Discussion with internal auditors of any significant findings and follow up there on;

15) Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board of Directors;

16) Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;

17) To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors;

18) To review the functioning of the Whistle Blower mechanism;

19) Approval of appointment of chief financial officer after assessing the qualifications, experience and background, etc. of the candidate;

20) Reviewing the utilization of loans and/ or advances from/investment by the holding company in the subsidiary, if any, exceeding rupees 100 crore or 10% of the asset size of the subsidiary, whichever is lower including existing loans / advances / investments;

21) To consider and comment on rationale, cost- benefits and impact of schemes involving merger, demerger, amalgamation etc., on the Company and its shareholders;

22) To review the following Statements of deviations:

a. Quarterly/half yearly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock exchange(s) in terms of Regulation 32(1) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015;

b. Annual statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice in terms of Regulation 32(7) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015;

23) Review of Management discussion and analysis of financial condition and results of operations;

24) Reviewing the Management letters/ letters of Internal Control weaknesses issued by Statutory Auditors;

25) Review of Internal audit reports relating to internal control weaknesses;

26) Review of appointment, removal and terms of remuneration of the Chief internal auditor;

27) Approval of related party transactions and subsequent material modifications of such related party transactions of the Company;

28) To review the status of long-term (more than one year) or recurring related party transactions on an annual basis;

29) To review the information provided by the Company for the approval of the proposed related party transactions;

30) Review of compliance with the provisions of the SEBI (Prohibition of Insider Trading) Regulations, 2015 (“PIT Regulations”) and verify that the systems for internal control are adequate and are operating effectively and also review the quarterly report on compliances with the PIT Regulations, and

31) Carrying out any other function as may be required in pursuance of the decisions of the Board of Directors of the Company or any provision under the Companies Act, 2013 or SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 or any other applicable law.

B. NOMINATION AND REMUNERATION COMMITTEE:

The Board has constituted/re-constituted the Nomination and Remuneration Committee in accordance with the provisions of Section 178 of the Companies Act, 2013 read with the Rules issued thereunder and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Nomination and Remuneration Policy:

In accordance with the provisions of Section 178 of the Companies Act, 2013 and based on approval given by the Audit Committee at its meeting held on even date, the Board at its meeting held on 29^th May, 2025 has approved and adopted the revised Nomination and Remuneration Policy (“said Policy”) with a view to make the criteria for performance evaluation more clear and elaborative for individual Directors, Boards Committees and the Board as a whole and also updated the guidelines in the said policy for appointment, removal and remuneration of the Directors, Key Managerial Personnel and Senior Management Personnel of the Company.

The said policy can be downloaded from the weblink:

https://koremobiles.com/storage/investor_relation/Nomination_and_Remuneration_Policy.pdf

Board Diversity:

The Company recognises and embraces the importance of a diverse Board Composition in its success. The Board has adopted the Policy on Diversity of Board of Directors which sets out the approach to the diversity of Board of Directors of the Company. The said policy can be downloaded from the weblink:

https://koremobiles.com/storage/investor_relation/Poli cy_on_Diversity_of_Board_of_Directors.pdf

Meetings of Committee:

During the financial year 2024-25, the Nomination and Remuneration Committee met one (1) time i.e. on 29.05.2024. The requisite quorum was present at the Meeting:

Composition of Nomination and Remuneration Committee as on 31^st March, 2025:

Name of Committee Members	Designation	Category of Director
Ms. Heer Dipesh Kanjani	Chairman	Independent Director
Mr. Miteshkumar Harendrabhai Mehta	Member	Independent Director
Mr. Vipul Varjivandas Thakkar	Member	Non-Executive & Non-Independent Director

During the year under review, no changes have taken place in the Composition of Nomination and Remuneration Committee of the Company.

The Nomination and Remuneration Committee is responsible for evaluating the balance of skills, experience, independence, diversity and knowledge on the Board and for drawing up selection criteria, ongoing succession planning and appointment procedures for both internal and external appointments.

The role of Nomination and Remuneration Committee, inter alia, includes:

1) To recommend to the Board of Directors of the Company the appointment and removal of Directors, Key Managerial Personnel and Senior Management Personnel;

2) To recommend to the Board of Directors of the Company the Remuneration payable to the Directors, Key Managerial Personnel and Senior Management Personnel;

3) To specify the manner for effective evaluation of performance of Board, its Committees and individual directors to be carried out either by the

Board, by the Nomination and Remuneration Committee or by an independent external agency, if any and also to review its implementation and compliance;

4) To formulate the criteria for determining qualifications, positive attributes and independence of a Director and recommend to the Board of Directors of the Company the Policy relating to remuneration for Directors, Key Managerial Personnel and other employees;

5) For every appointment of an Independent Director, the Committee shall evaluate the balance of skills, knowledge and experience on the Board and on the basis of such evaluation, prepare a description of the role and capabilities required of an independent director. The person recommended to the Board of Directors of the Company for appointment as an Independent Director shall have the capabilities identified in such description. For the purpose of identifying suitable candidates, the Committee may:

a. use the services of an external agencies, if required;

b. consider candidates from a wide range of backgrounds, having due regard to diversity; and

c. consider the time commitments of the candidates.

6) To formulate the criteria for evaluation of performance of Independent Directors and the Board of Directors of the Company;

7) To devise a policy on diversity of Board of Directors;

8) Ensure that the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors of the quality required to run the Company successfully;

9) Ensure that the relationship of remuneration to performance is clear and meets appropriate performance benchmarks;

10) Ensure that the remuneration to directors, key managerial personnel and senior management involves a balance between fixed and incentive pay, if any, reflecting short and long-term performance objectives appropriate to the working of the Company and its goals;

11) To identify persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the Board of Directors their appointment and removal;

12) To ensure that as per the prevailing HR Policy of the Company, there is an appropriate induction program for newly appointed Key Managerial Personnel and Senior Management personnel;

13) To determine whether to extend or continue the term of appointment of the Independent Director on the basis of the report of performance evaluation of Independent Directors;

14) To recommend to the Board of Directors of the Company, all remuneration, in whatever form, payable to Senior Management Personnel;

15) Carrying out any other function as may be required in pursuance of the decision of the Board of Directors of the Company or any provision under the Companies Act, 2013 or SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 or any other applicable law.

C. STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Board has constituted/re-constituted the Stakeholders Relationship Committee in accordance with the provisions of Section 178 of the Companies Act, 2013 read with the Rules issued thereunder and Regulation 20 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Meetings of Committee:

During the financial year 2024-25, the Stakeholders Relationship Committee met one (1) time on 22.02.2025 and the requisite quorum was present at the said Meeting:

Composition of Stakeholders Relationship Committee as on 31^st March, 2025:

Name of Committee Members	Designation	Category of Director
Mr. Miteshkumar Harendrabhai Mehta	Chairman	Independent Director
Ms. Heer Dipesh Kanjani	Member	Independent Director
Mr. Vipul Varjivandas Thakkar	Member	Non-Executive & Non-Independent Director

During the year under review, no changes have taken place in the Composition of Stakeholders Relationship Committee of the Company.

The Terms of Reference of the Stakeholders Relationship Committee are broadly as follows:

1) To consider and resolve grievances of the security holders of the Company, including complaints related to the transfer / transmission of shares, nonreceipt of annual report, non-receipt of declared dividends, general meetings etc.;

2) To review the measures taken for effective exercise of voting rights by shareholders;

3) To review adherence to the service standards adopted by the Company in respect of various services being rendered by the Registrar & Share Transfer Agent;

4) To review various measures and initiatives taken by the Company for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of the Company;

5) To allot the Equity Shares of the Company and to supervise the same as and when applicable;

6) To attend to matters relating to dematerialization / rematerialization of shares and issue of duplicate / new certificates on split / consolidation / renewal and all matters incidental or related thereto;

7) To advise the Board of Directors of the Company on matters incidental or relating to issue of Bonus Shares and Rights Shares, etc.;

8) To attend to matters relating to compliance with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Companies Act, 2013 and other statutory requirements concerning the interests of shareholders; and 9) To carry out any other function as may be required in pursuance of the decision of the Board of Directors of the Company or any provision under the Companies Act, 2013 or SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 or any other applicable law.

Redressal of Investor Grievances:

The Company and M/s. MUFG Intime India Private Limited (formerly M/s. Link Intime India Private Limited), Registrar and Share Transfer Agent of the Company, addresses the complaints and grievances of its shareholders expeditiously and replies are sent within reasonable/prescribed time. SEBI has also established a common Online Dispute Resolution Portal (“ODR Portal”) for resolution of disputes arising in the Indian Securities Market. Post using the option to resolve their grievance with the RTA or Company, directly and through existing SCORES platform, the investors can initiate dispute resolution through the ODR Portal at https://smartodr.in/login and the same can also be accessed through the Companys website, the path of which is www.koremobiles.com > Investors > Investors Contact > Smart ODR

31. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013, the Board of Directors of the Company confirms that-

a) in the preparation of annual accounts for the financial year ended 31^st March, 2025, the applicable accounting standards have been followed and there are no material departures;

b) they have selected such accounting policies and applied them 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 as at 31^st March, 2025 and of the profit and loss of the Company for financial year ended 31^st March, 2025;

c) they have taken proper and sufficient care 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) they have prepared the annual accounts of the Company for the financial year ended 31^st March, 2025 on a going concern basis;

e) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

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

32. AUDIT REPORTS AND AUDITORS:

A. STATUTORY AUDITORS AND AUDITORS REPORT:

At the 12^th AGM of the Company held on 29^th September, 2023, the members approved the appointment of M/s. V C A N & Co., Chartered Accountants, (FRN: 125172W), Ahmedabad as the Statutory Auditors of the Company to hold office for a period of five consecutive years commencing from the conclusion of 12^th AGM till the conclusion of 17^th AGM to be held for the financial year 2027-28.

The Statutory Auditors have expressed their unmodified opinion on the Standalone and Consolidated Financial Statements of the Company for the financial year ended 31^st March, 2025 and their reports do not contain any qualifications or adverse remarks. As regards the comments made in the Auditors Reports, the Board is of the opinion that they are self-explanatory and does not require further clarification. The Auditors Reports are enclosed with the standalone and consolidated financial statements forming part of this Report.

B. SECRETARIAL AUDITOR AND AUDITORS REPORT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 (“the Act”) and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Hitarth S Shah & Associates (Proprietor - Mr. Hitarth S Shah; Membership No. 50728 & Certificate of Practice No. 23616), a Peer Reviewed Practicing Company Secretary, as Secretarial Auditor to conduct secretarial audit of the Company for the financial year 2024-25. The Secretarial Audit Report in Form No. MR-3 for the financial year 2024-25 forms an integral part of this report and is annexed as Annexure - D. The Secretarial Audit Report does not contain any qualification or adverse remark.

Further, pursuant to the amended provisions of Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) and 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 of the Company at their meeting held on 29^th May, 2025, have recommended to shareholders the appointment of M/s. Hitarth S Shah & Associates (Proprietor - Mr. Hitarth S Shah; Membership No. 50728 & Certificate of Practice No. 23616), a Peer Reviewed Practicing Company Secretary, as the Secretarial Auditor of the Company for a term of 5 (five) consecutive financial years commencing from the financial year 2025-26 to 2029-30, to hold the office from the conclusion of this 14^th AGM till the conclusion of 19^th AGM of the Company to be held for the financial year 2029-30. The appointment will be subject to shareholders approval at the ensuing 14^th AGM. Brief resume and other details of M/s. Hitarth S Shah & Associates, are separately disclosed in the Notice of ensuing 14^th AGM.

M/s. Hitarth S Shah & Associates have given their consent to act as Secretarial Auditor of the Company and confirmed that their aforesaid appointment (if made) would be within the prescribed limits under the Act and Rules made thereunder and the SEBI Listing Regulations. They have also confirmed that they are not disqualified to be appointed as Secretarial Auditor in terms of provisions of the Act and Rules made thereunder and the SEBI Listing Regulations.

C. INTERNAL AUDITORS AND AUDITORS REPORTS:

Pursuant to the provisions of Section 138 of the Companies Act, 2013 and the Companies (Accounts) Rules, 2014, the Board of Directors of the Company at their Meeting held on 29^th May, 2024 have appointed M/s.P N G & Associates (FRN: 142473W), Chartered Accountants (“said Firm”), as the Internal Auditor of the Company for the financial year ended 31^st March, 2025 to conduct the internal audit of the Company. But due to staff constraints and health issues of one of the senior most partner of the said firm, M/s. P N G & Associates resigned as the Internal Auditor of the Company with effect from the close of business hours on 30^th June, 2024 and necessary intimation were given in this regard to National Stock Exchange of India Limited.

Thereafter, in accordance with the provisions of Section 138 of the Companies Act, 2013 and the Companies (Accounts) Rules, 2014, the Board of Directors of the Company at their meeting held on 19^th August, 2024 have appointed M/s. Patel Vaghasiya & Associates, Chartered Accountants (FRN: 143187W), as the Internal Auditors of the Company for the period from 01^st July, 2024 to 31^st March, 2025 to conduct the internal audit of the Company.

The Internal Audit Reports, submitted by the Internal Auditors during the year under review to the Audit Committee and Board of Directors of the Company, do not contain any adverse remark or qualification and hence, do not call for any further explanations by the Company.

33. INSTANCES OF FRAUD, IF ANY REPORTED BY THE AUDITORS:

During the year under review, the Statutory Auditors, Internal Auditors and Secretarial Auditor of the Company have not reported any instances of fraud committed in the Company by Companys directors, officers or employees to the Audit Committee or to the Board of Directors of the Company under Section 143(12) of the Companies Act, 2013 including rules made thereunder.

34. CORPORATE SOCIAL RESPONSIBILITY:

The provisions of Section 135 of the Companies Act, 2013 and Rules made thereunder are not applicable to the Company for the financial year ended 31^st March, 2025.

35. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information, as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, forms an integral part of this report and is annexed as Annexure - E.

36. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS / TRIBUNALS:

During the year under review, no significant and material orders passed by the regulators/courts/tribunals which would impact the going concern status of the Company and its future operations.

37. INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY:

The Company has an adequate internal control system, which ensures that all the assets of the Company are safeguarded and protected against any loss from unauthorized use.

The Internal Auditor of the Company has carried out review of internal control systems and procedures. The internal audit reports are reviewed by Audit Committee and Board of Directors on quarterly basis. The Company has also put in place adequate internal financial controls with reference to the financial statements commensurate with the size and nature of operations of the Company.

During the year under review, such controls were tested and no material discrepancy or weakness in the Companys internal controls over financial reporting was observed by the Statutory Auditors and Internal Auditors of the Company.

38. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:

The Business Responsibility and Sustainability Report as required under Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is not applicable to the Company as the Company does not fall under top 1000 listed Companies on the basis of market capitalization as of 31^st March, 2025.

39. DIVIDEND DISTRIBUTION POLICY:

The requirements of formulation of Dividend Distribution Policy as required under Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not applicable to the Company as the Company does not fall under top 1000 listed Companies based on market capitalization as of 31^st March, 2025.

40. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has zero tolerance for sexual harassment at the workplace and has adopted a Policy on Prevention of Sexual Harassment of Women at Workplace as required under the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and Rules made thereunder. The Company has constituted/re- constituted an Internal Complaints Committee to redress complaints relating to sexual harassment. During the year under review, no complaints with allegations of sexual harassment were received by the Company.

41. PROCEEDING(S) UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016:

During the year under review, neither any application was made nor any proceeding is pending under the Insolvency and Bankruptcy Code, 2016.

42. INSTANCE(S) OF ONE-TIME SETTLEMENT WITH ANY BANK OR FINANCIAL INSTITUTION:

During the year under review, the Company has not entered into any one-time settlement with any Bank or Financial Institution and hence, this disclosure is not applicable to the Company.

43. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

Pursuant to Section 177(9) and 177(10) of the Companies Act, 2013 read with Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has established vigil mechanism for employees, directors, senior management personnel and other stakeholders of the Company to raise concerns of suspected frauds, any violations of legal/regulatory requirements or Code of Conduct, incorrect or misrepresentation of any financial statements and reports or any instance(s) of leakage/suspected leakage of UPSI etc.

This vigil mechanism also provides for adequate safeguards against victimization of employees, directors, senior management personnel and other stakeholders who avail this mechanism and also provide for direct access to the chairperson of the audit committee of the Company in appropriate or exceptional cases. No person has been denied access to the Chairman of the Audit Committee of the Company and that no complaints were received during the year under review.

Further, the Board of Directors of the Company, at their meeting held on 29^th May, 2025, have approved the updated Vigil Mechanism / Whistle Blower Policy (“this Policy”) considering the changes triggered due to the SEBI (Prohibition of Insider Trading) (Third Amendment) Regulations, 2024 and SEBI (Prohibition of Insider Trading) (Second Amendment) Regulations, 2024. The said policy is available on the website of the Company i.e. www.koremobiles.com and can be downloaded from the weblink:

https://koremobiles.com/storage/investor_relation/Whistle_Blower_Policy.pdf

44. MAINTENANCE OF COST RECORDS:

The Company is not statutorily required to maintain Cost Records as specified under Section 148(1) of the Companies Act, 2013 and therefore, maintenance of cost records and the appointment of Cost Auditor for undertaking audit of cost records of the Company was not applicable for the financial year 2024-25. However, the Company is maintaining cost records of its business activities for its internal purposes only.

45. RISK MANAGEMENT POLICY:

The Company has framed and adopted the Risk Management Policy which, inter alia, provides the procedures for identification, assessment, management, minimization & monitoring of risks and also laid down the procedure to inform the Board members about the risk assessment and minimization procedures. The Company is periodically reviewing the risks and their identification, assessment, monitoring and mitigation procedures. Further, the Board of Directors of the Company at their meeting held on 29^th May, 2025 has approved and adopted the revised Risk Management Policy considering the present market dynamics, industry scenario, risks factors etc. The said Policy may be accessed on the Companys website at the weblink: https://koremobiles.com/storage/investor_relation/Risk_Management_Policy.pdf

46. LICENSES / CERTIFICATES:

During the year under review, the Company has received the following Licenses/Certificates:

a. Import Export License (“IEC Code”) for import-export of mobile phones and its related accessories,

b. Certificate of Registration under the Legal Metrology (Packaged Commodities) Rules, 2011 (“LMPCR”) for registration of Company as an Importer for importing mobile phones for sale and distribution in India,

c. Extended Producer Responsibility (“EPR”) Registration Certificate of the Company for disposal of waste/used batteries and

d. EPR Registration Certificate of the Company for disposal of electricals and electronics waste.

47. AFFIRMATION AND DISCLOSURE:

All the Board Members and Senior Management Personnel of the Company have affirmed their compliance with the Code of Conduct for the financial year ended 31^st March, 2025 and a declaration to that effect, signed by the Chairman & Managing Director, forms an integral part of this report and is annexed as Annexure - F.

48. CERTIFICATION FROM MANAGING DIRECTOR AND CFO:

In terms of Regulation 17(8) read with Part B of Schedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Certificate jointly signed by the Managing Director and Chief Financial Officer of the Company has been obtained.

49. LISTING FEE:

The Companys equity shares are listed on SME Emerge Platform of National Stock Exchange of India Limited (“NSE”). The Company has paid the annual listing fees for the financial year 2025-26 to NSE within the prescribed time.

50. OTHER DISCLOSURES:

a. ) The Company has complied with the mandatorily applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

b. ) There was no revision of financial statements and Boards Report of the Company.

c. ) The Company does not have Employee Stock Option Scheme.

d. ) The Company has not resorted to any buy back of its

Equity Shares during the year under review.

51. APPRECIATION:

The Board of Directors of the Company place on record sincere gratitude and appreciation for all the employees at all levels for their hard work, solidarity, cooperation and dedication during the year under review.

The Board conveys its appreciation for its customers, shareholders, suppliers as well as vendors, bankers, franchise partners, business associates, regulatory and government authorities for their continued support.

	For and on behalf of the Board
	Kamlesh Varjivandas Thakkar
Place : Ahmedabad	Chairman & Managing Director
Date : 29th May, 2025	DIN:05132275