Kore Digital Ltd Directors Report

To

The Members,

KORE DIGITAL LIMITED

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

THE FINANCIAL SUMMARY OR HIGHLIGHTS:

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

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

THE STATE OF COMPANYS AFFAIRS:

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

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

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

DIVIDEND:

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

TRANSFER TO RESERVES:

The Company has not transferred any amount to general reserves.

INVESTOR EDUCATION AND PROTECTION FUND:

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

CHANGE IN THE NATURE OF BUSINESS:

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

CAPITAL STRUCTURE:

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

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

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

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

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

Conversion Of Warrants into Equity Shares

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

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

DEMATERIALISATION OF EQUITY SHARES AND SHARE WARRANTS:

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

The Equity ISIN No. allotted is: INE0O4R01018

The Share warrant ISIN No. allotted is: INE0O4R13013

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

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

Name of the Company	Amount Invested (Rs. in lakhs)	Percentage of Holding
1. Franken Telecom Private Limited	0.49	98%
2. KDL Realinfra Private Limited	0.98	98%
3. Wolter Infratech Private Limited	0.49	98%
Total amount invested during the year	1.96	-

MATERIAL CHANGES AND COMMITMENTS:

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

SHARE RECONCILIATION AUDIT:

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

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

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

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

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

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

PUBLIC DEPOSITS:

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

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

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

Name of the Company	Amount Invested (Rs. in lakhs)	Percentage of Holding
1. Franken Telecom Private Limited	0.49	98%
2. KDL Realinfra Private Limited	0.98	98%
3. Wolter Infratech Private Limited	0.49	98%
Total amount invested during the year	1.96	-

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

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

INTER SE RELATIONSHIPS BETWEEN THE DIRECTORS:

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

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

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

i) COMPOSITION OF BOARD OF DIRECTORS:

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

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

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

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

NAME OF DIRECTOR	DESIGNATION	APPOINTMENT/ RESIGNATION	DATE OF APPOINTMENT/ RESIGNATION
1 Hiral Shah	Non-Executive Independent Director	Resignation	14/12/2024
2 Nishtha Harivanshi Pamnani	Additional Director (Non-Executive Independent Director)	Appointment	20/01/2025

iii) RETIRE BYROTATION:

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

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

iv) REGULARIZA TION OF DIRECTOR AS INDEPENDENT DIRECTOR:

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

NUMBER OF MEETINGS OF THE BOARD:

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

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

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

NUMBER OF GENERAL MEETINGS:

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

Particulars	Date of Meetings
1 Annual General Meeting	24-09-2024
2 Extra Ordinary General Meeting	07-01-2025

COMMITTEES OF THE BOARD:

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

1. Audit Committee

2. Stakeholder Relationship Committee

3. Nomination and Remuneration Committee

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

Composition of Audit Committee are mentioned below:

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

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

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

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

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

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

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

STAKEHOLDERS RELATIONSHIP COMMITTEE: The Committee met Four (04) times the F.Y. 20242025 and the Composition of Committee in Committee meeting are mentioned below:

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

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

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

BOARD EVALUATION:

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

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

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

AUDITORS:

(I) STATUTORY AUDITORS:

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

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

(II) SECRETARIAL AUDITORS:

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

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

(III) INTERNAL AUDITORS:

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

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

(IV) COST AUDITOR:

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

FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS:

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

DECLARATION BY INDEPENDENT DIRECTORS:

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

All Independent Directors of the Company have affirmed compliance with Schedule IV of the Companies Act, 2013 and the Companys Code of Conduct for Directors and Employees for the Financial Year 202425.

REMUNERATION POLICY:

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

INTERNAL FINANCIAL CONTROL:

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

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

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

VIGIL MECHANISM/WHISTLE BLOWER POLICY:

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

ANNUAL RETURN:

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

MANAGING DIRECTOR AND CFO CERTIFICATION:

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

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

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

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

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

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

PREVENTION OF INSIDER TRADING:

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

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

DIRECTORS RESPONSIBILITY STATEMENT:

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

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

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

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

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

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

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

CORPORATE GOVERNANCE:

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

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

CORPORATE SOCIAL RESPONSIBILITY:

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

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

COMPLIANCE OF SECRETARIAL STANDARDS-1 AND 2:

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

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

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

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

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

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

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

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

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

RISK MANAGEMENT AND ANALYSIS:

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

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

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

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

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

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

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

ACKNOWLEDGEMENTS:

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