To the Members, Kore Digital Limited

Your Directors have pleasure in presenting the 17th Annual Report on the affairs of the Company together with the audited financial statements for the financial year ended 31st March, 2026.

1. Financial summary and highlights

The financial performance of the Company for the financial year ended 31st March, 2026 is summarised below:

Particulars	Consolidated Year ended 31-03-2026	Consolidated Year ended 31-03-2025	Standalone Year ended 31-03-2026	Standalone Year ended 31-03-2015
Revenue from operations	40,830.16	32,774.44	6,271.36	13,197.52
Other income	8.20	7.19	8.20	7.19
Total revenue	40,838.36	32,781.63	6,279.56	13,204.71
Less: Expenses other than finance cost and depreciation	35,138.76	28,026.88	4,993.36	11,460.58
Profit before finance cost, depreciation and amortisation, and tax	5,699.60	4,754.75	1,286.20	1,744.13
Less: Finance costs	64.52	36.77	64.52	36.77
Less: Depreciation and amortisation expense	685.31	499.77	685.31	499.77
Add: Exceptional / prior period items	28.96	-	28.96	-
Profit before tax	4,978.74	4,218.21	565.33	1,207.60
Less: Current tax	1,184.11	1,053.35	70.07	295.58
Less: Deferred tax (asset) / liability	103.35	(50.35)	103.35	(50.35)
Less: Excess / (short) provision for tax of earlier years	-	-	-	-
Profit for the year	3,691.28	3,215.20	391.92	962.36
Attributable to equity shareholders of the parent	3,594.26	3,170.14	-	-
Attributable to minority interest	97.02	45.06	-	-
Earnings per equity share \u2014 Basic (\u20b9)	29.89	26.37	3.26	8.00
Earnings per equity share \u2014 Diluted (\u20b9)	29.89	26.37	3.26	8.00

(? in lakhs)

The consolidated financial statements were first prepared for the financial year 2024-25, the three subsidiaries having been acquired on 31st December, 2024. Comparatives on a consolidated basis are therefore available for two financial years.

2. State of the Companys affairs

During the financial year 2025-26 the total revenue of your Company on a standalone basis decreased from ? 13,204.71 lakhs to ? 6,279.56 lakhs, a decrease of 52.44% over the previous year. Profit before tax on a standalone basis decreased from ? 1,207.60 lakhs to ? 565.33 lakhs, and profit after tax stood at ? 391.92 lakhs as against ? 962.36 lakhs in the previous year.

On a consolidated basis, total revenue for the year increased from ? 32,781.63 lakhs to ? 40,838.36 lakhs, an increase of 24.58%. Consolidated profit before tax was ? 4,978.74 lakhs as against ? 4,218.21 lakhs, and consolidated profit for the year was ? 3,691.28 lakhs as against ? 3,215.20 lakhs in the previous year.

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3. Dividend

The Board of Directors has not recommended any dividend on the equity shares of the Company for the financial year 2025-26. The profits for the year have been retained to strengthen the financial position of the Company and to be reinvested to meet future business requirements and to support its expansion and diversification plans.

4. Transfer to reserves

The Company has not transferred any amount to the General Reserve during the year under review.

5. Investor Education and Protection Fund

There were no amounts required to be transferred to the Investor Education and Protection Fund by the Company during the year under review.

6. Change in the nature of business

During the year under review there was no change in the nature of the business of the Company.

7. Capital structure

During the year under review there was no change in the Authorised Share Capital of the Company. The Authorised Share Capital of the Company as on 31st March, 2026 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 10 each.

During the year under review there was no change in the Issued, Subscribed and Paid-up Share Capital of the Company. The Issued, Subscribed and Paid-up Share Capital of the Company as on 31st March, 2026 is 12,02,40,000 (Rupees Twelve Crore Two Lakhs Forty Thousand only) divided into 1,20,24,000 (One Crore Twenty Lakhs Twenty-Four Thousand) equity shares of 10 each. The Company has only one class of equity shares having a face value of 10 each.

FORFEITURE OF CONVERTIBLE WARRANTS

The Company had issued and allotted 62,900 convertible warrants on a preferential basis at an issue price of 795 per warrant on 27th March, 2024, pursuant to the approval of the shareholders obtained at the Extraordinary General Meeting held on 22nd February, 2024. The Company had received 1,25,01,375, representing 25% of the consideration payable upfront along with the application money, the balance 75% being payable by the proposed allottees on exercise of the option of conversion of the warrants.

During the year under review the validity period of the said 62,900 convertible warrants expired and the warrant holders did not exercise their option to convert the warrants into equity shares within the stipulated period. Accordingly, in terms of the terms of issue, the Company forfeited the warrant subscription money of 1,25,01,375 received against the said warrants and the said amount has been transferred to Capital Reserve during the year under review.

DEMATERIALISATION OF EQUITY SHARES AND SHARE WARRANTS

The equity shares of the Company are held in dematerialised form through National Securities Depository Limited and Central Depository Services (India) Limited. The ISIN allotted to the equity shares of the Company is INE00R01018.

8. Particulars of loans, guarantees or investments under Section 186

During the financial year 2025-26 the Company provided a business advance of 24.50 lakhs to Kore Additive Manufacturing and Medical Reconstruction Private Limited. The said business advance was fully repaid during the year.

The Company has not given any guarantee or provided any security under the provisions of Section 186 of the Companies Act, 2013 during the year under review, and has made no fresh investment during the year. Particulars of the advance are set out in Note 42 to the standalone financial statements.

The Company continues to hold the investments in its subsidiary companies made in earlier years. The details of such investments as at 31st March, 2026 are as follows:

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9. Material changes and commitments

There have been no material changes and commitments affecting the financial position of the Company between the end of the financial year to which the financial statements relate and the date of this Report.

10. Share reconciliation audit

As required by the Securities and Exchange Board of India and the National Stock Exchange of India Limited, an audit is carried out on a quarterly basis by a qualified Practising Company Secretary to reconcile the total admitted capital with National Securities Depository Limited and Central Depository Services (India) Limited and the total issued and listed capital. The said audit confirms that the total issued and paid-up capital tallies with the total number of dematerialised shares held with NSDL and CDSL.

11. Contracts or arrangements with related parties

All related party transactions entered into during the financial year were on an arms length basis and in the ordinary course of business. Transactions with related parties entered into by the Company in the normal course of business are periodically placed before the Audit Committee for its approval. None of the transactions entered into during the year falls within the purview of Section 188 of the Companies Act, 2013 requiring disclosure in Form AOC-2, and the said Form, being nil, is annexed to this Report as Annexure F. Particulars of transactions with related parties are set out in the notes to the financial statements.

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 made thereunder and the Listing Regulations. The policy has been uploaded on the website of the Company at   under Investor Information.

12. 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 the Companies (Acceptance of Deposits) Rules, 2014.

13. Subsidiaries, joint ventures and associate companies

During the year under review no company became or ceased to be a subsidiary of the Company. As on 31st March, 2026 the Company has three subsidiary companies, the details of the Companys investment in which are as follows:

Sr. No.	Name of the Company	Amount invested (\u20b9 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%

The Board of Directors has 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 and form part of this Annual Report. The statement in Form AOC-1 pursuant to the first proviso to Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, containing the salient features of the financial statements of the subsidiaries, is annexed to this Report as Annexure A.

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14. Inter se relationships between Directors

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

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

15. Directors and Key Managerial Personnel

During the period under review the Board of Directors of the Company was duly constituted in accordance with the provisions of the Companies Act, 2013.

(1) COMPOSITION OF THE BOARD

The Board of Directors of Kore Digital Limited comprises an optimum combination of Executive and Non-Executive Directors. As on 31st March, 2026 the Board consists of five (5) Directors, comprising one Managing Director, one Executive Director, one Woman Executive Director and two Non-Executive Independent Directors. Two of the five Directors are Independent Directors, which satisfies the requirement of Section 149(4) of the Act.

Sr. No.	Name	Designation
1	Mr. Ravindra Doshi	Managing Director
2	Mrs. Kashmira Ravindra Doshi	Director and Chief Financial Officer
3	Mr. Chaitanya Ravindra Doshi	Director and Chief Executive Officer
4	Mr. Ajeet Krishna Kadam	Non-Executive Independent Director
5	Ms. Nishtha Harivanshi Pamnani	Non-Executive Independent Director
6	Ms. Purnima Maheshwari	Company Secretary and Compliance Officer

Ms. Ruchi Gupta (DIN: 09813986) resigned as a Non-Executive Independent Director of the Company with effect from the close of business hours of 10th November, 2025. She was accordingly not a Director as on 31st March, 2026.

(II) DIRECTORS APPOINTED AND CEASED DURING THE YEAR

Sr. No.	Name of Director	Designation	Appointment / cessation	Date
1	Ms. Ruchi Gupta	Non-Executive Independent Director	Resignation	10/11/2025

No Director was appointed during the year under review.

(III) DIRECTOR RETIRING BY ROTATION

Pursuant to the provisions of Section 152 of the Companies Act, 2013, Mrs. Kashmira Ravindra Doshi (DIN: 02494279), Director of the Company, is liable to retire by rotation at the ensuing Annual General Meeting and, being eligible, has offered herself for re-appointment. Accordingly, the proposal for her re-appointment has been included in the Notice convening the Annual General Meeting.

A brief resume of the Director seeking re-appointment, containing the nature of her expertise in specific functional areas, the names of the companies in which she holds directorships and memberships or chairmanships of committees of the respective Boards, her shareholding and her relationship with other Directors, as stipulated under Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is given in the Notice of the Annual General Meeting forming part of this Annual Report.

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16. Number of meetings of the Board

In terms of Section 173 of the Companies Act, 2013 read with the rules made thereunder, the dates of the Board meetings are decided well in advance and communicated to the Directors, and the intervening gap between two meetings was within the period prescribed under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. 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 five (5) times during the financial year 2025-26, on 30th May, 2025, 5th June, 2025, 14th August, 2025, 12th November, 2025 and 12th March, 2026.

16. Number of meetings of the Board

Sr. No.	Name	Category	Board meetings Entitled to attend	Board meetings Attended	Directorships in other public companies	Committee positions in other public companies Chairman	Committee positions in other public companies Member	Equity shares held as on 31.03.2026
1.	Mr. Ravindra Doshi	Managing Director	5	5	Nil	Nil	Nil	48,050,700
2.	Mrs. Kashmira Doshi	Director and CFO	5	5	Nil	Nil	Nil	14,89,320
3.	Mr. Chaitanya Doshi	Director and CEO	5	5	Nil	Nil	Nil	2,34,000
4.	Ms. Ruchi Gupta	Non-Executive Independent Director (resigned w.e.f. 10/11/2025)	3	0	Nil	Nil	Nil	Nil
5.	Mr. Ajeet Krishna Kadam	Non-Executive Independent Director	5	2	Nil	Nil	Nil	Nil
6.	Ms. Nishtha Pamnani	Non-Executive Independent Director	5	5	3	16	Nil	Nil
7.	Ms. Purnima Maheshwari	Company Secretary	5	5	Nil	Nil	Nil	Nil

17. General meetings

During the financial year 2025-26 the Company held the following general meeting:

Sr. No.	Particulars	Date of meeting
1	Sixteenth Annual General Meeting	26th September, 2025

No Extraordinary General Meeting was held and no resolution was passed by postal ballot during the financial year 2025-26.

18. Committees of the Board

The Board has constituted the following committees in accordance with the provisions of the Companies Act, 2013:

Audit Committee Nomination and Remuneration Committee Stakeholders Relationship Committee

AUDIT COMMITTEE

The Audit Committee of the Board met four (4) 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 sound knowledge of accounting and financial management. The composition of the Committee and the attendance of its members are given below:

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2025-26

Sr. No.	Name of the Director	Designation	Position in the Committee	Meetings entitled to attend	Meetings attended
1.	Mr. Ajeet Krishna Kadam	NEID	Chairman	4	2
2.	Mr. Ravindra Doshi	Managing Director	Member	4	4
3.	Ms. Ruchi Gupta (resigned w.e.f. 10/11/2025)	NEID	Member	2	0
4.	Ms. Nishtha Pamani	NEID	Member	4	4

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 of the accounting systems, financial reporting and internal controls of the Company. The primary objective of the Committee is to monitor and provide effective supervision of the managements financial reporting process.

NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee met once (1) during the financial year 2025-26. The composition of the Committee and the attendance of its members are given below:

Sr. No.	Name of the Director	Designation	Position in the Committee	Meetings entitled to attend	Meetings attended
1.	Mr. Ajeet Krishna Kadam	NEID	Chairman	1	1
2.	Ms. Ruchi Gupta (resigned w.e.f. 10/11/2025)	NEID	Member	1	0
3.	Ms. Nishtha Pamani	NEID	Member	1	1

The Nomination and Remuneration Committee is responsible for recommending and settling the remuneration package of Directors, Key Managerial Personnel and Senior Management with an optimum blend of monetary and non-monetary outlay, and for identifying persons qualified to become Directors.

STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee met once (1) during the financial year 2025-26. The composition of the Committee and the attendance of its members are given below:

Sr. No.	Name of the Director	Designation	Position in the Committee	Meetings entitled to attend	Meetings attended
1.	Mr. Ajeet Krishna Kadam	NEID	Chairman	1	1
2.	Ms. Ruchi Gupta (resigned w.e.f. 10/11/2025)	NEID	Member	1	0
3.	Ms. Nishtha Pamani	NEID	Member	1	1

19. Board evaluation

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

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

20. Auditors

STATUTORY AUDITORS

The Members at the Annual General Meeting of the Company had appointed M/s. J N Gupta & Co., Chartered Accountants (Firm Registration No. 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. During the year under review M/s. J N Gupta & Co., Chartered Accountants, converted into a limited liability partnership and is now known as M/s. J N Gupta & Co LLP, Chartered Accountants (Firm Registration No. 006569C/W100892), which continues to hold office as the Statutory Auditors of the Company for the remainder of its term.

The Auditors have issued their reports on the standalone and consolidated financial statements for the financial year ended 31st March, 2026 with an unmodified opinion. The reports do not contain any qualification, reservation, adverse remark or disclaimer that calls for any explanation from the Board of Directors. The Auditors have drawn attention, by way of an Emphasis of Matter in each report, to the fact that balance confirmations in respect of trade receivables and trade payables are in the process of being obtained and reconciled; the management has represented that the reconciliation of those balances will not result in any material difference affecting the financial statements, and the Auditors have confirmed that their opinion is not modified in respect of that matter. The Auditors have not reported any matter under Section 143(12) of the Companies Act, 2013 and accordingly no detail is required to be disclosed under Section 134(3)(ca) of the Act.

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 appointed Mr. Anand Khandelia, Practising Company Secretary (Membership No. 5803, Certificate of Practice No. 5841), as the Secretarial Auditor of the Company to conduct the Secretarial Audit for the financial year ended 31st March, 2026. The Secretarial Audit Report issued by Mr. Anand Khandelia, Kolkata, for the financial year 2025-26 in Form MR-3 is annexed to this Report as Annexure B.

The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer. The Secretarial Auditor has made certain observations, and the explanation of the Board of Directors on those observations, given pursuant to Section 204(3) of the Companies Act, 2013, is as follows:

The annual financial results of the Company for the financial year ended 31st March, 2025 were submitted to the National Stock Exchange of India Limited five days after the prescribed due date of 30th May, 2025. The delay was procedural and unintentional. The Company has since strengthened its internal reporting calendar so that submissions to the stock exchange are made within the prescribed timelines. Late fees aggregating ? 2,060 were levied by the Goods and Services Tax authorities for delay in filing Form GSTR-3B for six months during the year under review. The entire amount has been paid and the returns for those periods have been filed. Form MGT-14 was filed on 18th September, 2025 as against the due date of 14th September, 2025. The form was filed with the applicable additional fee and the delay was procedural in nature. The Secretarial Auditor has noted that there have been occasions on which filings or reporting to the National Stock Exchange of India Limited and to the Ministry of Corporate Affairs were delayed and that the Company has received caution letters in that regard. The Board has taken note of the observation. The Company has put in place a compliance calendar covering the filings required under the Companies Act, 2013 and the Listing Regulations, and the status of compliance is reviewed by the Board at each of its meetings, so that such delays are not repeated.

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1

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 (Firm Registration No. 140489W), Mumbai, the Internal Auditors of the Company, have conducted periodic audits of the operations of the Company. The Audit Committee of the Board of Directors has reviewed the findings of the Internal Auditors regularly.

COST AUDITORS

The provisions of Section 148 of the Companies Act, 2013 with respect to the appointment of a cost auditor and the maintenance of cost records are not applicable to the Company.

21. Familiarisation programme for Independent Directors

The Company has a familiarisation programme for Independent Directors with the objective of making them conversant with the business and operations of the Company. The programme also updates the Directors on a regular basis on any significant changes so that they are in a position to make well-informed and timely decisions. The policy on the familiarisation programme for Independent Directors is available on the website of the Company at  .

22. 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 (Listing Obligations and Disclosure Requirements) Regulations, 2015 confirming compliance with the criteria of independence stipulated under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations, and there has been no change in the circumstances that may affect their status as Independent Directors during the financial year 2025-26.

All Independent Directors of the Company have affirmed compliance with Schedule IV of the Companies Act, 2013 and with the Companys Code of Conduct for Directors and Employees for the financial year 2025-26.

The Independent Directors of the Company have registered themselves with the Indian Institute of Corporate Affairs for the inclusion of their names in the data bank maintained by it. All the Independent Directors have given declarations stating that they meet the criteria of independence prescribed under Section 149(6) of the Companies Act, 2013 read with the rules made thereunder, and in the opinion of the Board the Independent Directors meet the said criteria and possess the requisite integrity, expertise and experience.

23. Remuneration policy

The Board of Directors, on the recommendation of the Nomination and 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 Section 178 of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

24. Internal financial controls

The Company has put in place an adequate system of internal financial controls with reference to the financial statements, commensurate with its size and the nature of its business, which helps in ensuring the orderly and efficient conduct of business. No reportable material weakness in the design or operation of such controls was observed during the year under review.

25. Significant and material orders passed by regulators, courts or tribunals

During the year under review there were no significant or material orders passed by any regulator, court or tribunal impacting the going concern status of the Company or its operations in future.

26. Vigil mechanism / Whistle Blower Policy

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

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27. Annual Return

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act and the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company for the financial year ended 31st March, 2026 in Form MGT-7 is made available on the website of the Company at  .

28. Chief Executive Officer and Chief Financial Officer certification

The Chief Executive Officer and the Chief Financial Officer of the Company give an annual certification on financial reporting and internal controls to the Board in terms of Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. They also give a yearly certification on the financial results while placing the financial results before the Board in terms of Regulation 33(2) of the Listing Regulations. The annual certificate given by the Chief Executive Officer and the Chief Financial Officer forms part of this Annual Report.

29. Conservation of energy, technology absorption and foreign exchange earnings and outgo

Information on the conservation of energy, technology absorption and foreign exchange earnings and outgo, required to be given pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, for the year under review is annexed to this Report as Annexure D.

30. Particulars of employees and related disclosures

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 are annexed to this Report as Annexure D.

31. Prevention of insider trading

In accordance with Schedule B to the SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended, the Company has put in place a Code of Conduct which provides for the procedure to be followed by designated persons for trading in the securities of the Company, including pre-clearance, reporting and restrictions on contra trades. The Code also contains processes to ensure safeguards against the leakage of unpublished price sensitive information.

The updated Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information is disclosed on the website of the Company at  .

32. Directors Responsibility Statement

Pursuant to the requirements of Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013, and based on the knowledge and belief of the Directors and the information and explanations obtained by them, your Directors confirm that:

(a) in the preparation of the annual accounts for the financial year ended 31st March, 2026, the applicable accounting standards have been followed along with proper explanation relating to material departures; (b) such accounting policies have been selected and applied consistently, and judgments and estimates made 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, 2026 and of the profit 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) the annual accounts for the financial year ended 31st March, 2026 have been prepared on a going concern basis; (e) internal financial controls have been laid down and followed by the Company and such internal financial controls are adequate and were operating effectively; and (f) proper systems have been devised to ensure compliance with the provisions of all applicable laws and such systems were adequate and operating effectively.

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33. 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 (Listing Obligations and Disclosure Requirements) Regulations, 2015, compliance with the corporate governance provisions specified in Regulations 17 to 27, clauses (b) to (i) of subregulation (2) of Regulation 46 and paragraphs C, D and E of Schedule V does not apply to a listed entity which has listed its specified securities on the SME Exchange. Accordingly, the Corporate Governance Report is not applicable to the Company and does not form part of this Boards Report.

34. Corporate social responsibility

The Companys CSR Policy and the initiatives undertaken during the year under review are summarised in Annexure E to this Report, in the format prescribed under the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended.

The CSR Policy is available on the website of the Company at  . The amount required to be spent by the Company under sub-section (5) of Section 135 of the Companies Act, 2013 does not exceed 50 lakhs, and under sub-section (9) of that Section the Company is therefore not required to constitute a Corporate Social Responsibility Committee; the functions of the Committee are discharged by the Board of Directors. During the year under review the Company spent 25.00 lakhs on CSR activities, the whole of which was routed through an implementing agency registered with the Central Government under Rule 4(2) of the Companies (Corporate Social Responsibility Policy) Rules, 2014, and not undertaken directly by the Company.

35. Compliance with Secretarial Standards

Your Directors confirm that, pursuant to Section 118(10) of the Companies Act, 2013, the applicable Secretarial Standards, namely SS-1 relating to meetings of the Board of Directors and SS-2 relating to general meetings, specified by the Institute of Company Secretaries of India, have been duly complied with by the Company.

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

36. Management Discussion and Analysis Report

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

37. Prevention of sexual harassment of women at the workplace

The Company has zero tolerance for sexual harassment at the workplace and has adopted a policy on the prevention, prohibition and redressal of sexual harassment at the workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules made thereunder. Details are as follows:

Sr. No.	Particulars	Number
1.	Number of complaints of sexual harassment received during the year	Nil
2.	Number of complaints disposed of during the year	Nil
3.	Number of cases pending for more than ninety days	Nil

During the year under review the Company did not receive any complaint of sexual harassment.

38. Maternity benefits

During the year under review the occasion to extend maternity benefits to any woman employee did not arise. The Company affirms and ensures that it will extend all statutory benefits to eligible women employees whenever the requirement arises.

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39. Risk management

A key factor in determining a companys capacity to create sustainable value is the risk it is willing to take at strategic and operational levels and its ability to manage that risk effectively.

Many risks exist in the Companys operating environment and emerge on a regular basis. The Companys risk management processes focus on ensuring that these risks are identified on a timely basis and addressed. The Audit Committee has additional oversight in the area of financial risks and the controls over them, and the management identifies other major operational risks from time to time.

The constitution of a Risk Management Committee under Regulation 21 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is applicable only to the top 500 listed entities by market capitalisation and is therefore not applicable to the Company.

40. Applications and proceedings under the Insolvency and Bankruptcy Code, 2016

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

41. One-time settlement with banks and financial institutions

During the year under review there was no one-time settlement of loans taken from banks or financial institutions and accordingly the disclosure of the difference between the valuation amount on a one-time settlement and the valuation while availing the loan does not arise.

42. Acknowledgements

The Board of Directors places on record its deep appreciation of the committed service of all the employees of the Company. The Board also expresses its sincere appreciation of the assistance and co-operation received from financial institutions, banks, government and regulatory authorities, stock exchanges, customers, vendors and members during the year under review.

Finally, your Directors place on record their warm appreciation of your continued support and encouragement.

For and on behalf of the Board of Directors

Kore Digital Limited

Sd/- Ravindra Doshi Managing Director DIN: 02494055

Date: 4th September, 2026

Sd/- Kashmira Doshi Director DIN: 02494279

Place: Navi Mumbai

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Annual Report 2025-26

Annexure A

FORM AOC-1

[Pursuant to the first proviso to sub-section (3) of Section 129 read with Rule 5 of the Companies (Accounts) Rules, 2014] Statement containing the salient features of the financial statements of subsidiaries, associate companies and joint ventures

PART A - SUBSIDIARIES

( in lakhs)

Sr. No.	Particulars	Franken Telecom Private Limited	KDL Realinfra Private Limited	Wolter Infratech Private Limited
1.	The date since when the subsidiary was acquired	31/12/2024	31/12/2024	31/12/2024
2.	Reporting period for the subsidiary concerned, if different from the holding companys reporting period	April-March	April-March	April-March
3.	Reporting currency and exchange rate as on the last date of the relevant financial year in the case of foreign subsidiaries	Not applicable	Not applicable	Not applicable
4.	Share capital	0.50	1.00	0.50
5.	Reserves and surplus	1,634.01	1,577.25	2,340.86
6.	Total assets	2,389.84	2,863.07	9,358.76
7.	Total liabilities	755.33	1,284.82	7,017.40
8.	Investments	-	-	-
9.	Turnover	11,679.23	13,807.34	9,072.23
10.	Profit before taxation	1,378.39	1,835.30	1,199.71
11.	Provision for taxation	348.09	462.05	303.91
12.	Profit after taxation	1,030.30	1,373.25	895.80
13.	Proposed dividend	-	-	-
14.	Extent of shareholding (percentage)	98.00	98.00	98.00

Names of subsidiaries which are yet to commence operations: Nil Names of subsidiaries which have been liquidated or sold during the year: Nil

PART B - ASSOCIATES AND JOINT VENTURES

Not applicable. The Company has no associate company or joint venture.

For and on behalf of the Board of Directors

Kore Digital Limited

Sd/- Ravindra Doshi Managing Director DIN: 02494055

Date: 4th September, 2026

Sd/- Kashmira Doshi Director DIN: 02494279

Place: Navi Mumbai