To the Members,

(Formally known as KORE DIGITAL PRIVATE LIMITED)

The Directors have pleasure in presenting the Next Annual Report along with the Audited Accounts and extract of the annual return as provided under sub-section (3) of section 92 of the Company for 31^st March 2022.

1. Financial Result

• Change in Nature of Business, if any:

There has been no change in the nature of business.

• Capital Structure:

The Authorized Share Capital of the Company is Rs. 1,00,000/- divided into 10,000 Equity Shares of Rs. 10/- each.

The issued, Subscribed & Paid Up Capital of the Company is Rs. 1,00,000/- divided into 10,000 Equity Shares of Rs. 10/- each.

There is no Change in Capital Structure during the period under review.

• Operating and Financial Performance.

The company has reported total income of Rs. 16,94,44,704.00/- for the current as compared to Rs. 3,97,90,476.00/-previous year. The net profit for the year under review amounted to Rs. 2,17,97,187.00/- in the current year as compared to Rs. 25,92,882.00/- in the previous year.

• Amount proposed to be carried to reserves, if any:

The Company has not transferred any amount to general reserves.

• Directors:

RAVINDRA DOSHI and KASHMIRA RAVINDRA DOSHI continue to be Directors of the Company.

• Director's Responsibility Statement:

In terms of Section 134 (5) of the Companies Act, 2013, the directors would like to state that:

• in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

• the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

• the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

• the directors had prepared the annual accounts on a going concern basis;

• the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

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

• Board Meetings:

The Board met 4 times during the financial year 2021-22 on 18^th June, 2021, 24^th September, 2021,10^th November, 2021, 08^th March, 2022.

The intervention gap between any two meetings was within the period prescribed by the Companies Act, 2013.

The details showing attendance of Directors at the Board Meetings and Annual General Meeting for the year ended 31^st March, 2022 are set out under Annexure 1.

Mr. NIKHIL GUPTA, Chartered Accountant, is appointed as Statutory Auditor of the Company.

• Auditors' Report:

The Auditors' Report does not contain any qualifications, reservation or adverse remark in their Report.

• Secretarial Audit Report:

Under Section 204 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the requirement of obtaining secretarial audit report, given by a company secretary in practice, is not applicable to the company, as it does not meet the prescribed criteria.

• Fixed Deposits:

The Company has not accepted any public deposits and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the Balance Sheet.

• Material Changes & Commitments Affecting Financial Position of The Company, occurring between date of Financial Statements and the Board's Report:

There have been no material changes and commitments, if any, affecting the financial position of the Company, which has occurred between the end of the financial year of the Company to which the financial statements relate and date of report.

• Details in Respect of Adequacy of Internal Controls with Reference to Financial Statements:

The Company has maintained adequate financial control system, commensurate with the size, scale and complexity of its operations and ensures compliance with various policies, practices and statues in keeping with the organizations pace of growth and increasing complexity of operations.

• Particulars of Loans, Guarantee or Investments under Section 186 of the Companies Act, 2013:

Loans, Guarantees and Investments covered under the provisions of section 186 of the Companies Act, 2013, are given in the notes to the financial statements provided in this Annual Report.

• Extract of Annual Return:

In accordance with Section 134 (3) (a) of the Companies Act, 2013, an extract of the Annual Return in the prescribed Form MGT-9 is appended as Annexure 2 to this Report.

• Related Party Transactions:

All transactions entered into with the Related Parties are as defined under the Companies Act, 2013 during the financial year were in the ordinary course of business and on arm's length basis and do not attract the provisions of Section 188 of the Companies Act, 2013. There were no Related Party transactions during the year. Thus, disclosure in Form AOC-2 is not required to attached.

• Corporate Governance Certificate:

As per Regulation 27 of SEBI (LODR) Regulation, 2015 the requirement of obtaining Corporate Governance Certificate is not applicable to the company.

• Particulars of Employees:

Under Section 197(12) read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the requirement of disclosure is not applicable to the company as it does not meet the prescribed criteria.

• Policy Formulation of Nomination and Remuneration Committee:

Under Section 178 read with Rule 6 of the Companies (Meetings of Board and its Powers) Rules 2014, the requirement of constitution of Nomination and Remuneration Committee is not applicable to the company as it does not meet the prescribed criteria.

• Number of Audit Committee Meetings:

Under Section 177 read with Rule 6 of the Companies (Meetings of Board and its Powers) Rules 2014, the requirement of constitution of Audit Committee is not applicable to the company as it does not meet the prescribed criteria.

• Corporate Social Responsibility:

Under Section 135(1) & (2) of the Companies Act, 2013 and rules made thereunder, the requirement of developing a policy on CSR activity and implementing the same is not applicable to the Company since the Company does not meet the criteria. Accordingly, the Company has not taken steps relating to CSR activity.

• Managerial Remuneration:

Under Section 197(12) read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the requirement of disclosure of Managerial Remuneration is not applicable to the company as it does not meet the prescribed criteria fixed for the mandatory disclosure.

• Risk Management Policy:

The Company is in the process of developing & implementation of Risk Management Policy. However, Company has taken adequate and necessary steps to mitigate any element of risk, which may threaten the existence of the Company, and the auditors have not point out any shortcomings on the same.

• Information on Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo:

Information on Energy Conservation, Technology absorption, foreign exchange earnings and out go, is required to be given pursuant to provision of section 134 of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014 there were no transaction during the year. Thus disclosure is not required.

• Dividend:

No dividend was declared during and for the year under review.

• Particulars of Holding and Subsidiaries and Associates:

The Company has no Holding , Subsidiary or associates Company.

• Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,2013:

The company has in place a policy for prevention of sexual harassment in accordance with the requirements of the Sexual harassment of women at work place (Prevention, Prohibition & Redressal) Act,2013. Internal complaint committee has been set up to redress complaints received regarding sexual harassment. All employees (Permanent, contractual, temporary, trainees) are covered under this policy. The company did not receive any complaint during the year 2021-22.

• About Covid :

In the FY 2021-22, the COVID-19 pandemic developed rapidly into a global crisis, forcing governments to enforce lock-downs of all economic activity. For the Company, the focus immediately shifted to ensuring the health and well-being of all employees, and on 'minimizing disruption to services for all our customers globally.

• Acknowledgments:

Your Directors wish to express their grateful appreciation for the cooperation and support received from society at large. Deep appreciation is also recorded for the dedicated efforts and contribution of the employees at all levels.

(Formally known as KORE DIGITAL PRIVATE LIMITED)