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

1. FINANCIAL PERFORMANCE OF THE COMPANY:

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

(^ in Lakhs)

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

2. BUSINESS OPERATIONS / STATE OF THE COMPANY’S
AFFAIRS:

The Company is engaged in multi-brand retail selling of
smartphones and allied accessories and also engaged in
multi-brand retail selling of consumer durable electronics
goods like Smart TVs, Air Conditioners, Fridges, Coolers etc.
The state of Company’s affairs has been fully described in
detail in the Management Discussion and Analysis Report
under the heading “Overview of the Company Jay Jalaram
Technologies Limited” attached as Annexure - A.

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

previous year, thereby registered an increase of 39.05% from
previous year due to rise in sales volume of existing retail
stores of the Company.

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

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

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

4. MATERIAL CHANGES AND COMMITMENTS:

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

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

5. CHANGE IN NATURE OF BUSINESS:

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

6. DIVIDEND:

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

7. TRANSFER TO RESERVES:

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

8. PUBLIC DEPOSITS:

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

9. DEMATERIALISATION OF EQUITY SHARES:

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

10. ALTERATION IN MEMORANDUM OF ASSOCIATION:

During the year under review, the Company has made
alteration in the Capital Clause of the Memorandum of
Association of the Company in accordance with the provisions
of the Companies Act, 2013 and the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 by passing
Ordinary Resolution at the Extra-Ordinary General Meeting of
the Company held on 05^th June, 2024 for increase in
Authorised Equity Share Capital of the Company from f

12.00. 00.000/- (Rupees Twelve Crore only) divided into

1.20.00. 000 (One Crore Twenty Lakh) Equity Shares of f 10/-
each to f 17,00,00,000/- (Rupees Seventeen Crore only)
divided into 1,70,00,000 (One Crore Seventy Lakh) Equity
Shares of f 10/- each.

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

The Board of Directors of the Company (“Board”) at their
meeting held on 24^th June, 2024, has issued and allotted

7,45,000 (Seven Lakh Forty Five Thousand) Equity Shares of
face value of f 10/- each at an issue price of f 399/- (Rupees

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

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

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

12. SHARE CAPITAL:

AUTHORIZED SHARE CAPITAL

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

Changes during the year under review:

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

ISSUED, SUBSCRIBED AND PAID-UP SHARE CAPITAL

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

Changes during the year under review:

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

1,11,30,000 (One Crore Eleven Lakh Thirty Thousand) Equity

Shares of f 10/- each to f 11,87,50,000/- (Rupees Eleven
Crore Eighty-Seven Lakh Fifty Thousand only) divided into

1,18,75,000 (One Crore Eighteen Lakh Seventy-Five
Thousand) Equity Shares of f 10/- each.

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

13. EXPANSION PLAN:

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

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

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

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

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

15. POLICY FOR DETERMINING MATERIAL SUBSIDIARY:

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

https://koremobiles.com/storage/investor_relation/Policy_fo
r_determining_Material_Subsidiary.pdf

16. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

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

17. CORPORATE GOVERNANCE REPORT:

Pursuant to the exemption provided under Regulation 15(2) of
the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (“SEBI Listing Regulations”), the Corporate
Governance Report, as required under Regulation 34(3) read
with Schedule V of the SEBI Listing Regulations is not

applicable to the Company for the financial year ended 31^st
March, 2025. The shares of the Company are listed on SME
Emerge Platform of National Stock Exchange of India Limited.
However, the Company strives to incorporate the appropriate
standards for corporate governance.

18. ANNUAL SECRETARIAL COMPLIANCE REPORT:

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

19. ANNUAL RETURN:

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

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

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

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

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

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

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

https://koremobiles.com/storage/investor_relation/Policy_on

_Materiality_of_RPTs_and_on_dealing_with_RPTs.pdf

21. PARTICULARS OF EMPLOYEES:

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

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

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

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

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

The Company has an appropriate mix of Executive, 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 (“the Act”), Intimation
under Section 164(2) of the Act and declaration as to
compliance with the Code of Conduct of the Company for the
financial year ended 31^st March, 2025. None of the directors of
the Company are disqualified under Section 164 of the Act.

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

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

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

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

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

Retirement by rotation and subsequent re-appointment:

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

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

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

24. BOARD MEETINGS HELD DURING THE YEAR UNDER REVIEW:

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

During the financial year 2024-25, the Board of Directors of the
Company met Nine (9) times i.e. on 03.05.2024, 09.05.2024,

22.05.2024, 29.05.2024, 24.06.2024, 19.08.2024,

12.11.2024, 22.02.2025 and 01.03.2025. The maximum gap
between two meetings was not more than 120 days. The
requisite quorum was present at all the Board Meetings. The
minutes of the Board meetings are maintained in accordance
with statutory provisions.

25. DECLARATION OF INDEPENDENCE FROM INDEPENDENT
DIRECTORS:

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

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

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

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

27. FAMILIARIZATION PROGRAMME FOR INDEPENDENT
DIRECTORS:

The Company has put in place a familiarization programme for
Independent Directors. At various Board meetings, the Board
members are provided with information and are given the
opportunity to interact with other Directors of the Company to
help them to understand the Company’s 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 Company’s website
www.koremobiles.com and can be downloaded from the
weblink:

https://koremobiles.com/storage/investor_relation/Familiariz

ation_Programme_for_Independent_Directors.pdf

28. INDEPENDENT DIRECTORS’ MEETING:

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

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

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

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

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

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

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

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

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

A. AUDIT COMMITTEE:

The Board has constituted/re-constituted the Audit
Committee in accordance with the provisions of Section

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

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

1) Oversight of the Company’s 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 auditor’s report thereon
before submission to the Board of Directors for
approval, with particular reference to:

a) Matters required to be included in the
Director’s Responsibility Statement to be
included in the Board’s 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 auditor’s
independence and performance, and effectiveness
of audit process;

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

9) Scrutiny of inter-corporate loans and investments;

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

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

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

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

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

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

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

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

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

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

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

21) To consider and comment on rationale, cost-
benefits and impact of schemes involving merger,

demerger, amalgamation etc., on the Company and
its shareholders;

22) To review the following Statements of deviations:

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

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

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

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

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

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

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

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

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

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

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

B. NOMINATION AND REMUNERATION COMMITTEE:

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

Nomination and Remuneration Policy:

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

The said policy can be downloaded from the weblink:

https://koremobiles.com/storage/investor_relation/No

mination_and_Remuneration_Policy.pdf

Board Diversity:

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

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

Meetings of Committee:

During the financial year 2024-25, the Nomination and
Remuneration Committee met one (1) time i.e. on

29.05.2024. The requisite quorum was present at the
Meeting:

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

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

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

The role of Nomination and Remuneration Committee,

inter alia, includes:

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

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

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

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

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

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

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

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

c. consider the time commitments of the
candidates.

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

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

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

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

10) Ensure that the remuneration to directors, key
managerial personnel and senior management

involves a balance between fixed and incentive pay,
if any, reflecting short and long-term performance
objectives appropriate to the working of the
Company and its goals;

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

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

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

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

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

C. STAKEHOLDERS RELATIONSHIP COMMITTEE:

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

Meetings of Committee:

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

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

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

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

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

31. DIRECTORS’ RESPONSIBILITY STATEMENT:

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

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

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

c) they have taken proper and sufficient care for the
maintenance of adequate accounting records in
accordance with the provisions of the Companies Act,
2013 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;

d) they have prepared the annual accounts of the Company
for the financial year ended 31^st March, 2025 on a going
concern basis;

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

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

32. AUDIT REPORTS AND AUDITORS:

A. STATUTORY AUDITORS AND AUDITORS’ REPORT:

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

conclusion of 17^th AGM to be held for the financial year
2027-28.

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

B. SECRETARIAL AUDITOR AND AUDITOR’S REPORT:

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

Further, pursuant to the amended provisions of
Regulation 24A of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (“SEBI
Listing Regulations”) and Section 204 of the Companies
Act, 2013 read with Rule 9 of the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Board of Directors of the
Company at their meeting held on 29^th May, 2025, have
recommended to shareholders the appointment of M/s.
Hitarth S Shah & Associates (Proprietor - Mr. Hitarth S
Shah; Membership No. 50728 & Certificate of Practice
No. 23616), a Peer Reviewed Practicing Company
Secretary, as the Secretarial Auditor of the Company for
a term of 5 (five) consecutive financial years
commencing from the financial year 2025-26 to 2029-30,
to hold the office from the conclusion of this 14^th AGM till
the conclusion of 19^th AGM of the Company to be held for
the financial year 2029-30. The appointment will be
subject to shareholders’ approval at the ensuing 14^th
AGM. Brief resume and other details of M/s. Hitarth S
Shah & Associates, are separately disclosed in the Notice
of ensuing 14^th AGM.

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

C. INTERNAL AUDITORS AND AUDITORS’ REPORTS:

Pursuant to the provisions of Section 138 of the
Companies Act, 2013 and the Companies (Accounts)
Rules, 2014, the Board of Directors of the Company at
their Meeting held on 29^th May, 2024 have appointed M/s.

P N G & Associates (FRN: 142473W), Chartered
Accountants (“said Firm”), as the Internal Auditor of the
Company for the financial year ended 31^st March, 2025 to
conduct the internal audit of the Company. But due to
staff constraints and health issues of one of the senior
most partner of the said firm, M/s. P N G & Associates
resigned as the Internal Auditor of the Company with
effect from the close of business hours on 30^th June, 2024
and necessary intimation were given in this regard to
National Stock Exchange of India Limited.

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

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

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

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

34. CORPORATE SOCIAL RESPONSIBILITY:

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

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

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

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

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

37. INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR
ADEQUACY:

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

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

the financial statements commensurate with the size and
nature of operations of the Company.

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

38. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:

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

39. DIVIDEND DISTRIBUTION POLICY:

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

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

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

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

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

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

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

43. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

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

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

the Company and that no complaints were received during
the year under review.

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

https://koremobiles.com/storage/investor_relation/Whistle_

Blower_Policy.pdf

44. MAINTENANCE OF COST RECORDS:

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

45. RISK MANAGEMENT POLICY:

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

46. LICENSES / CERTIFICATES:

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

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

b. Certificate of Registration under the Legal Metrology
(Packaged Commodities) Rules, 2011 (“LMPCR”) for

registration of Company as an Importer for importing
mobile phones for sale and distribution in India,

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

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

47. AFFIRMATION AND DISCLOSURE:

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

48. CERTIFICATION FROM MANAGING DIRECTOR AND CFO:

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

49. LISTING FEE:

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

50. OTHER DISCLOSURES:

a. ) The Company has complied with the mandatorily

applicable Secretarial Standards issued by the Institute
of Company Secretaries of India.

b. ) There was no revision of financial statements and Board’s

Report of the Company.

c. ) The Company does not have Employee Stock Option

Scheme.

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

Equity Shares during the year under review.

51. APPRECIATION:

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

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

For and on behalf of the Board
Kamlesh Varjivandas Thakkar

^{Place : Ahmedabad} Chairman & Managing Director

^{Date : 29th Ma}^ ²⁰²⁵ DIN: 05132275