Jay Jalaram Technologies Ltd Directors Report

To,

The Members,

Your Directors are pleased to present the Thirteenth (13th) Annual Report along with the Audited Financial Statements (standalone and consolidated) of Jay Jalaram Technologies Limited ("the Company") for the financial year ended 31st March, 2024.

1. FINANCIAL PERFORMANCE OF THE COMPANY:

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

(Rs. in Lakhs)

Particulars	Standalone Results
	F.Y. 2023-24	F.Y. 2022-23
Revenue from operations	53,871.85	24,920.48
Other Income	81.91	99.54
Total Income	53,953.76	25,020.02
Less: Total Expenses before Depreciation, Finance Cost and Tax	52,876.60	24,389.56
Profit before Depreciation, Finance Cost and Tax	1,077.16	630.46
Less: Finance Cost	106.65	97.63
Less: Depreciation	326.94	106.82
Less: Exceptional items	11.43	62.06
Profit Before Tax	632.14	363.95
Less: Current Tax	160.00	110.00
(Add) / Less: Deferred Tax Liability / (Asset)	(14.07)	3.00
Profit After Tax	486.21	250.95

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

The Audited Financial Statements (Standalone and Consolidated) for the financial year ended 31st March, 2024, forming part of this Report, have been prepared in accordance with the applicable Accounting Standards as notified by the Ministry of Corporate Affairs.

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

During the financial year 2023-24, M/s. Hear More Techlife Pvt. Ltd, a subsidiary company, achieved total Operating Revenue of 716.61 lakh and incurred Net Loss After Tax of Rs. 64.96 lakh. Further, M/s. Techgrind Solutions Pvt. Ltd, a subsidiary company, has not generated revenue till 31st March, 2024 and incurred Net Loss After Tax of Rs. 0.50 lakh.

During the financial year 2023-24, the Company has achieved total Consolidated Operating Revenue of Rs. 54,185.63 lakh and also earned Consolidated Net Profit After Tax of Rs. 406.32 lakh.

3. STATE OF COMPANYS AFFAIRS:

The Company is engaged in multi-brand retail selling of Smart Phones 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 2023-24, the Company achieved total Standalone Operating Revenue of Rs. 53,871.85 lakh against Rs. 24,920.48 lakh in the previous year, thereby registered an increase of 116.17% as compared to the previous year due to much increase in numbers of retail stores of the Company across the India. The Company registered the Standalone Net Profit After Tax of Rs. 486.21 lakh in the current year against Rs. 250.95 Lakh in the previous year, thereby registered an increase of 93.75% in the Net Profit as compared to the previous year due to due to much increase in numbers of retail stores of the Company across the India.

4. MATERIAL CHANGES AND COMMITMENTS:

The Board of Directors of the Company ("the Board") at its meeting held on 09th May, 2024, subject to the approval of members of the Company at their Extra Ordinary General Meeting scheduled to be held on 05th June, 2024 and such other approvals as may be required, have approved:

a.) the increase in Authorised Share Capital of the Company 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,

b.) the issue of upto 7,50,000 (Seven Lakh Fifty Thousand) Equity Shares of face value of Rs. 10/- each ("Equity Shares") at a price of Rs. 399/- (Rupees Three Hundred Ninety Nine) including a premium of Rs. 389/- (Rupees Three Hundred Eighty Nine) each payable in cash aggregating to Rs. 29,92,50,000/- (Rupees Twenty Nine Crore Ninety Two Lakh Fifty Thousand only), on preferential allotment basis in such manner and on such other terms and conditions, as the Board may, in its absolute discretion, think fit and

c.) the issue of upto 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 a 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 in cash aggregating to Rs. 9,97,50,000/- (Rupees Nine Crore Ninety Seven Lakh Fifty Thousand only), on preferential allotment basis in such manner and on such other terms and conditions, as the Board may, in its absolute discretion, think fit.

Further pursuant to the Requirement Letter bearing No. NSE/LIST/41615 dtd. 16th May, 2024 received from National Stock Exchange of India Limited, the Board at their meeting held on 22nd May, 2024, subject to the approval of members of the Company ("Members") and such other approvals as may be required, has approved the revised the number of equity shares to be issued upto 7,45,000 (Seven Lakh Forty Five Thousand). There has been no change in number of fully convertible warrants to be issued upto 2,50,000 (Two Lakh Fifty Thousand).

Further, the Company has shifted its Registered Office from Office No. 103, Shail Mall, B/h Girish Cold Rink, Shilp Char Rasta, C. G. Road, Navrangpura, Ahmedabad - 380009 to Showroom 6, Videocon Arizona, Opp. Gujarat Vidyapith, Near Navgujarat College, Usmanpura, Ahmedabad, Gujarat - 380014 with effect from 03rd May, 2024.

Except above, there are no any 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 31st March, 2024 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 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 31st March, 2024 or 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 31st March, 2024, the entire shareholding of the Company is in demat form. The ISIN No. allotted to the Company is INE0J6801010.

10. SHARE CAPITAL:

There has been no change in the Authorised Share Capital, Issued, Subscribed and Paid-up Share Capital of the Company during the year under review.

AUTHORIZED SHARE CAPITAL

As on 31st March, 2024, the Authorised Equity Share Capital of the Company stands at Rs. 12,00,00,000/- divided into 1,20,00,000 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 31st March, 2024 stands at Rs. 11,13,00,000/- divided into 1,11,30,000 Equity Shares of Rs. 10/- each.

During the year under review, the Company has neither issued shares with differential voting rights as to dividends, voting or otherwise nor issued shares (including sweat equity shares) under any scheme like bonus, right issue, private placement, preferential allotment or by any other mode as per the Companies Act, 2013. As on 31st March, 2024, none of the Directors of the Company hold instruments convertible into equity shares of the Company

11. EXPANSION PLAN:

The Company is opening new retail stores in Gujarat, Uttar Pradesh, New Delhi, Haryana, Rajasthan, Diu 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. The Company is regularly making required disclosures, from time to time, in this regard to National Stock Exchange of India Limited ("NSE") where the shares of the Company are listed.

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

12. DETAILS ABOUT HOLDING, SUBSIDIARY & ASSOCIATE COMPANIES / JOINT VENTURES:

During the year under review, the Company has acquired 5,900 equity shares of Rs. 10/- each constituting 59% of the total paid-up equity share capital of Hear More Techlife Private Limited, a subsidiary company, on 26th April, 2023 and also subscribed 5,100 equity shares of Rs. 10/- each constituting 51% of the total paid-up equity share capital of Techgrind Solutions Private Limited, on 05th June, 2023. Both the subsidiaries are registered with the Registrar of Companies, Ahmedabad, Gujarat.

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.

As on 31st March, 2024, the Company do not have any holding company / associate company / joint venture.

13. 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, as amended. The said policy is available on the website of the Company and can be downloaded from the weblink https://koremobiles.com/storage/app/public/investor_relation/Policy_for_determining_Material_Subsidiary.pdf

14. 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 31st March, 2024 forms an integral part of this Report and is annexed as Annexure - A.

15. 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 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.

16. 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 read with Schedule V of the SEBI Listing Regulations is not applicable to the Company The shares of the Company are listed on SME Emerge Platform of National Stock Exchange of India Limited.

17. ANNUAL RETURN:

Pursuant to Sections 92(3) and 134(3)(a) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the draft Annual Return of the Company for the financial year ended 31st March, 2024, is available on the Companys website and can be downloaded from the weblink

https://koremobiles.com/storage/app/public/investor_relation/Annual_Return_FY_2023-24.pdf

18. 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. All the related party transactions were in compliance 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.

During the financial year 2023-24, 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. Further, there are no material related party transactions during the year under review with any related parties. 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. 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/app/public/investor_relation/

Policy_on_Materiality_of_Related_Party_Transactions_and_on_dealing_with_Related_Party_Transactions.pdf

19. 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) & 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 Report and accounts are being sent to the members and others entitled thereto, excluding the information on employees particulars which is available for inspection by members at the registered office of the Company during business hours on working days of the Company. If any member is interested in obtaining a copy of the same, such member may write to the Company Secretary in this regard.

20. PARTICULARS OF LOANS, GUARANTEES, SECURITIES OR INVESTMENTS MADE BY THE COMPANY:

The Company has not granted any loans under the provisions of Section 186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 during the year under review. However, during the year under review, the Company has given Bank Guarantee / LC Discounting for which FDR margin money has been given to the Bank as Security for an Amount of Rs. 200 Lakhs.

For details of investments made by the Company in the shares of Hear More Techlife Private Limited and Techgrind Solutions Private Limited, please refer Note No. 13 to the standalone financial statements forming part of this Report.

21. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Composition of the Board:

The Company has an appropriate mix of Executive, Non-Executive 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, Intimation under Section 164(2) of the Companies Act, 2013 and declaration as to compliance with the Code of Conduct of the Company for the year ended 31st March, 2024. None of the directors of the Company are disqualified under Section 164 of the Companies Act, 2013.

The composition of Board complies with the requirements of the Companies Act, 2013. Further, in pursuance of Regulation 15(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Company is exempted from the requirement of having composition of Board as per Regulation 17 of Listing Regulations.

The following is the Board Composition as on 31st March, 2024:

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 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 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 13th AGM

of the Company.

Directors appointed / regularized during the financial year 2023-24:

During the year under review, no changes have been taken place in the composition of Board of Directors of the Company, except below:

DIN	Name of Director	Date of Appointment / Regularization	Changes during the year
05347948	Mr. Miteshkumar Harendrabhai Mehta	27/05/2023	Regularized & appointed as Independent Director

Retirement by rotation and subsequent re-appointment:

In accordance with the provisions of Section 152 and other applicable provisions, if any, of the Companies Act, 2013, read with the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) and the Articles of Association of the Company, Mr. Vipul Varjivandas Thakkar (DIN: 07702963), Non-Executive Director of the Company, is liable to retire by rotation at the ensuing 13th Annual General Meeting ("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 Companies Act, 2013, the following are the Key Managerial Personnel of the Company as on 31st March, 2024:

Sl. No.	Name of Key Managerial Personnel	Designation
1.	Mr. Kamlesh Varjivandas Thakkar	Chairman & Managing Director
2.	Mr. Mukesh Prajapat	Company Secretary & Compliance Officer
3.	Mr. Manish Thakkar	Chief Financial Officer

Key Managerial Personnel appointed/resigned during the financial year 2023-24:

During the year under review, no changes have been taken place in the Key Managerial Personnel of the Company.

22. 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. Agenda along with Notes on Agenda and Agenda papers are circulated to the Directors, in advance, for facilitating meaningful and focused discussions at the meeting. However, in case of a special and urgent business need, the Boards approval is taken by passing resolutions by circulation which are noted and confirmed at the subsequent Board Meetings.

During the Financial Year ended 31st March, 2024, the Board of Directors of the Company met Nine (9) times i.e. on 24.04.2023, 25.05.2023, 09.08.2023, 28.09.2023, 09.11.2023, 09.01.2024, 05.02.2024, 15.02.2024 and 23.03.2024. The maximum gap between two meetings was not more than 120 days. The requisite quorum was present at all the Meetings. The minutes of proceeding of the Board meetings are maintained in terms of statutory provisions.

23. DECLARATION OF INDEPENDENCE FROM INDEPENDENT DIRECTORS:

The Company has received the 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).

24. 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 Rules 6(1), 6(2) & 6(3) of the Companies (Appointment and Qualification of Directors) Rules, 2014, all the Independent Directors of the Company have registered their names in the Data Bank maintained by the Indian Institute of Corporate Affairs, Manesar ("IICA").

Ms. Heer Dipesh Kanjani and Mr. Miteshkumar Harendrabhai Mehta have cleared the online proficiency self-assessment test conducted by IICA within the prescribed time.

25. 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/app/public/investor_relation/Familiarization_Programme_for_Independent_Directors.pdf

26. INDEPENDENT DIRECTORS MEETING:

A separate meeting of the Independent Directors of the Company was held on 23rd March, 2024 without the attendance of Non-Independent Directors and other members of the Management. All the Independent Directors took active participation in the discussions.

At the said meeting, 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 Executives and Non-Executive Directors. They also accessed the quality, quantity, timeliness of flow of information and adequacy of information between the Companys management and the Board.

27. 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 formal evaluation of the performance of the Board, its Committees and individual Directors has to be made, which is broadly in compliance with the Guidance Note on Board Evaluation issued the by SEBI on 05th January, 2017.

The Board of Directors 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 of Directors of the Company has also carried out evaluation of the Independent Directors and fulfillment of the independence criteria of the Independent Directors 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 a separate meeting of Independent Directors, performance of Non-Independent Directors, the Board as a whole and Chairman of the Company was also evaluated after taking into account the views of Executive Directors and NonExecutive Directors.

The Board evaluation was conducted through questionnaire having qualitative parameters and feedback based on ratings assigned by respective Directors / Committee members.

28. COMMITTEES OF THE BOARD:

As on 31st March, 2024, 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 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 ended 31st March, 2024, the Audit Committee met Six (6) times i.e. on 24.04.2023, 25.05.2023,09.08.2023, 09.11.2023, 09.01.2024 and 23.03.2024. The maximum gap between two meetings was not more than 120 days. The requisite quorum was present at all the Meetings:

Composition of Audit Committee as on 31st March, 2024:

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 Director

During the year under review, no changes have been 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 of Directors of the Company ("Board") has 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, the Board of Directors of the Company at their meeting held on 29th May, 2024 has approved and adopted the Revised Nomination and Remuneration Policy ("said Policy") with a view to make the criteria for performance evaluation more clear & elaborative for individual Directors, Boards Committee and the Board as a whole. The said Policy also includes guideline 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/app/public/investor_relation/Nomination_and_Remuneration_Policy.pdf Board Diversity:

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

https://koremobiles.com/storage/app/public/investor_relation/Policy_on_Diversity_of_Board_of_Directors.pdf

Meetings of Committee:

During the financial year ended 31st March, 2024, the Nomination and Remuneration Committee met one (1) time i.e. on 25.05.2023. The requisite quorum was present at the Meeting:

Composition of the Nomination and Remuneration Committee as on 31st March, 2024:

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 Director

During the year under review, no changes have been 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 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 ended 31st March, 2024, the Stakeholders Relationship Committee met two (2) times on 25.05.2023 and 23.03.2024 and the requisite quorum was present at the said Meetings:

Composition of the Stakeholders Relationship Committee as on 31st March, 2024:

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 Director

During the year under review, no changes have been 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, non receipt 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 its Registrar and Share Transfer Agent addresses the complaints and grievances of its shareholders expeditiously and replies are sent within reasonable/prescribed time.

29. 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 31st March, 2024, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

b) the directors had 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 31st March, 2024 and of the profit and loss of the Company for financial year ended 31st March, 2024;

c) the directors had 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) the directors had prepared the annual accounts for the year ended 31st March, 2024 on a going concern basis;

e) the directors had 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) the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

30. AUDIT REPORTS AND AUDITORS:

A. STATUTORY AUDITORS:

At the 12th Annual General Meeting ("AGM") of the Company held on 29th 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 12th AGM till the conclusion of 17th AGM to be held for the financial year 2027-28.

The Statutory Auditors have confirmed their eligibility and qualifications required under Sections 139, 141 and other applicable provisions, if any, of the Companies Act, 2013 and Rules framed thereunder (including any statutory modification(s) or re-enactment(s) thereof for the time being in force).

The Statutory Auditors have expressed their unmodified opinion on the Standalone and Consolidated Financial Statements of the Company 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 financial statements forming part of this Report.

B. SECRETARIAL AUDITORS:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Hitarth S Shah & Associates, Practicing Company Secretaries, Ahmedabad, as Secretarial Auditors to conduct secretarial audit of the Company for the financial year ended 31st March, 2024.

The Secretarial Audit Report in Form No. MR-3 for the financial year ended 31st March, 2024 forms an integral part of this report and is annexed as Annexure - D.

The Secretarial Audit Report for the financial year ended 31st March, 2024 does not contain any qualification or adverse remark.

C. INTERNAL AUDITORS:

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 has appointed M/s. P N G & Associates (FRN: 142473W), Chartered Accountants, Ahmedabad as the Internal Auditors of the Company for the financial year ended 31st March, 2024 to conduct the internal audit of the Company.

The Internal Audit Reports submitted by the said 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.

31. 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 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.

32. 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 31st March, 2024.

33. PARTICULARS REGARDING 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.

34. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS / TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND THE COMPANYS OPERATIONS IN FUTURE:

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

35. 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 or disposition.

The Internal Auditor of the Company has carried out review of the internal control systems and procedures. The internal audit reports are reviewed by Audit Committee 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. The Company also has an effective system in place for achieving efficiency in operations, optimum and effective utilization of resources, monitoring thereof and compliance with applicable laws.

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.

36. 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 31st March, 2024.

37. 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 31st March, 2024.

38. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:

The Company has in place 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 an Internal Complaints Committee to redress complaints relating to sexual harassment. The Company has zero tolerance towards sexual harassment at the workplace.

The Company has also 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.

39. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:

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

40. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:

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

41. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

Pursuant to Section 177 (9) & (10) of the Companies Act, 2013 and 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.

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/app/public/investor_relation/Whistle_Blower_Policy.pdf

42. 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 is not applicable. However, the Company is maintaining the cost records of the business activities carried out by the Company for its internal purposes.

43. RISK MANAGEMENT POLICY:

The Company has framed and adopted the Risk Management Policy which, inter alia provide 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. It has identified various potential risks including but not limited to business dynamics, operations, liquidity, market/industry, human resource etc. The Company is periodically reviewing the risks and their identification, assessment, monitoring and mitigation procedures. The said Policy may be accessed on the Companys website at the link:

https://koremobiles.com/storage/app/public/investor_relation/Risk_Management_Policy.pdf

44. 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 31st March, 2024 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.

45. 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.

46. 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 2024-25 to NSE within the prescribed time.

47. OTHER DISCLOSURES:

a.) The Company has complied with the 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.

48. 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, 2024	DIN:05132275