Interim Order in the matter of Kore Digital Limited

WTM/KV/CFID/CFID-SEC1/32724/2026-27

SECURITIES AND EXCHANGE BOARD OF INDIA INTERIM ORDER

UNDER SECTIONS 11 (1), 11 (4) AND 11B OF THE SECURITIES AND EXCHANGE BOARD OF INDIA ACT, 1992

IN THE MATTER OF KORE DIGITAL LIMITED

In respect of:

Sr. No.

Name of Noticees

PAN

Kore Digital Limited

AADCK9543J

Ravindra Doshi

ADNPD3332L

Chaitanya Doshi

CCWPD2229L

Kashmira Doshi

ADNPD3334N

(The entities mentioned above are individually referred to by their respective names or

Noticee No. and collectively referred to as “Noticees”, unless the context specifies

otherwise)

Page 1 of 81

Table of Contents

A. BACKGROUND………………………………….. 3

B. PRIMA FACIE FINDINGS OF EXAMINATION…………. 4

B.1. Misrepresentation of Financial Statements …………. 4

B.2. Manipulation in the books of accounts of Kore, inflation of revenue from

operations on payments received from its clients: 33

B.3. Suspicious accounting entries in Bank Books of Kore 38

B.4. Diversion of Preferential Issue Proceeds 47

B.5. Site Visit of three subsidiaries and stepdown-subsidiaries 51

C. DEALING IN SECURITIES AND PRICE VOLUME IMPACT……… 53

D. Prima facie findings against Noticees….. 59

E. NEED FOR INTERIM ORDER……… 64

F. DIRECTIONS……. 70

Page 2 of 81

A. BACKGROUND

Kore Digital Limited (“Kore”/ “Company”) was incorporated on February 13, 2009

and was listed on the Small and Medium Enterprises (“SME”) platform of National

Stock Exchange of India Ltd. (“NSE”) on June 14, 2023. Kore was set up with an

object to provide high-end communication solutions to corporate and Telecom

Network Operators. As per the information available on the website/annual report of

Kore, Mr. Ravindra Doshi, Managing Director is responsible for expansion and overall

management, Ms. Kashmira Doshi, Chief Financial Officer, looks into the financial

and technical matters of the Company as well as provides assistance to the Managing

Director in the financial matters and business of the Company while Chaitanya Doshi,

is the Director and Chief Executive Officer of Kore .

Securities and Exchange Board of India (hereinafter referred to as “SEBI”) during its

examination into the utilisation of Initial Public Offering (“IPO”) proceeds by Kore

observed that subsequent to the listing of Kore, there was multifold increase in the

Revenue from Operations of the Company and the same was primarily derived

through its subsidiaries which were recently acquired by Kore. This observation was

prima facie misrepresentation of financial statements of the company.

Pursuant to above observation, SEBI carried out an examination for the period from

April 1, 2023 to March 31, 2026 (hereinafter referred to as “examination period”) in

order to look into the possible violations of the provisions of the Securities and

Exchange Board of India Act, 1992 (hereinafter referred to as the “SEBI Act”), the

Securities and Exchange Board of India (Listing Obligations and Disclosure

Page 3 of 81

Requirements) Regulations, 2015 (hereinafter referred to as the “LODR

Regulations”) and the Securities and Exchange Board of India (Prohibition of

Fraudulent and Unfair Trade Practices Relating to Securities Markets) Regulations,

2003 (hereinafter referred to as the “PFUTP Regulations”) and other applicable

provisions of securities laws.

B. PRIMA FACIE FINDINGS OF EXAMINATION

During the course of ongoing examination, the following prima facie findings are noted:

B.1. Misrepresentation of Financial Statements

The examination revealed that, subsequent to the listing of Kore, there was multifold

increase in the Revenue from Operations of the Company. It is noted that, majority of

the Revenue from Operations (an average of 75%) of Kore was derived from its

subsidiaries. The Standalone “Revenue from Operations” reflected only an average of

25% of the total consolidated revenue of Kore. The details of the standalone revenue

from operation disclosed by Kore on a quarterly, half yearly and annual basis during the

examination period is given at table nos. 1 and 2 below:

Table no. 1

(INR In Crore)

Particulars

Quarter ended* Sept 2023*

Quarter ended* Dec 2023

Quarter ended* Mar 2024

Quarter ended* Jun 2024

Quarter ended* Sept 2024

Quarter ended* Dec 2024##

Quarter ended* Mar 2025

Quarter ended* Jun 2025

Quarter ended* Sept 2025**

Quarter ended* Oct 2025 to Mar 2026**

Revenue from operations

53.94

34.54

50.76

41.05

29.97

10.18

10.30

23.46

28.95

(Source: NSE filings)

Page 4 of 81

** Kore was listed on June 14, 2023 and quarterly financial statements were disclosed from*

quarter ended December 2023

** Kore did not disclose quarterly financial statements for Quarter ended December 2025

Table no. 2

Particulars

Half Yearly Sept 2023

Half Yearly Mar 2024

Half Yearly Sept 2024

Half Yearly Mar 2025

Half Yearly Sept 2025

Half Yearly Mar 2026#

Annual 2023- 24

Annual 2024- 25##

Annual 2025- 26

Revenue from Operations

15.02

88.48

91.81

40.15

33.76

28.95

103.51

131.98

62.71

(Source: NSE filings)

Company did not disclose results for quarter ended December 31, 2025, results were

declared directly for quarter ended and year ended March 31, 2026.

During September 2024 to December 2024, Kore acquired 98% shareholding in 3

companies viz. Franken Telecom Pvt. Ltd., KDL RealInfra Pvt. Ltd. and Wolter Infratech

Pvt. Ltd. and made them its subsidiaries. Therefore, financials for quarter ended

December 2024, March 2025 and for FY 2024-25 are disclosed on consolidated basis.

As seen from the above table there was rise in the revenue in the quarterly standalone

financials presented by Kore during the F.Y. 2023-24 and FY 2024-25. The details of

the same is discussed in subsequent paragraphs. The increase shown in standalone

as well as consolidated revenue of Kore both quarter wise as well as yearly, pursuant

to its acquisition of Franken Telecom Pvt. Ltd., KDL RealInfra Pvt. Ltd. and Wolter

Infratech Pvt. Ltd. is given at table nos. 3 and 4 below:

Table no. 3

Revenue from operations (Rs. In crore)- Quarterly

Period ended

Standalone A

Consolidated B

Revenue (subsidiary) C= B-A

Revenue (subsidiary) % of consolidated

31/12/2024*

29.97

119.43

89.46

74.90

31/03/2025

10.18

116.49

106.31

91.26

30/06/2025

10.30

156.99

146.69

93.44

30/09/2025

23.46

100.89

77.43

76.75

31/03/2026**

28.95

150.42

121.47

80.75

(Source: NSE filings)

** It was during September 2024 to December 2024, Kore acquired 98% shareholding in 3*

companies viz. Franken Telecom Pvt. Ltd., KDL RealInfra Pvt. Ltd. and Wolter Infratech Pvt. Ltd.

Page 5 of 81

and made them subsidiaries. Therefore, financials from quarter ended December 31, 2024 are

shown on consolidated basis

**Company did not disclose results for Quarter ending December 31, 2025, results were declared

directly for year ending March 31, 2026

Table no. 4

Revenue from operations - Yearly (INR In crore)

Period ended

Standalone A

Consolidated B

Revenue (subsidiary)

Period ended

Standalone A

Consolidated B

C= B-A

% of consolidated

31/03/2024

103.51

31/03/2025

131.98

328.00

196.02

59.76

31/03/2026

62.71

408.00

345.29

84.63

(Source: NSE filings)

As seen from the above table, Revenue from Operations increased from INR21.27

Crore in March 31, 2023 to INR408 Crore as on March 31, 2026 and majority of the

Revenue from Operations (average 75%) was derived from its subsidiaries.

Prima Facie findings on Franken Telecom Private Limited (“Franken”), Wolter Infratech

Private Limited (“Wolter”), and KDL Realinfra Private Limited (“KRPL”) (collectively referred

to as “three subsidiaries”) subsidiaries of Kore whose revenue was shown in the

consolidated financials of Kore.

In the process of examination with respect to the subsidiaries of Kore, it was noted

that Kore during F.Y. 2024-25 had made a Corporate Announcement dated January

06, 2025 on Exchange platform. In the said corporate announcement, Kore had

intimated that it had acquired 98% equity stake each of three subsidiaries from their

existing shareholders, thereby making Franken, Wolter and KRPL, subsidiaries of

Kore. Further, in the said corporate announcement Kore had claimed that Franken

specialized in providing infrastructure facilities to various telecom companies, Wolter

Page 6 of 81

is engaged in specialized engineering and civil works, while KRPL being an expert in infrastructure activities. A snapshot of the corporate announcement is given below:

Screenshot no. 1

Mumbai – 06th January, 2025: Kore Digital Limited. (NSE - KDL), One of the leading providers of telecommunication infrastructure development and allied services, Kore Digital Limited, has announced the acquisition of 98% equity stakes in Franken Telecom Private Limited, Wolter Infratech Private Limited, and KDL Realinfra Private Limited from their existing shareholders. The acquisitions were approved during a recent board meeting.

These acquisitions align with Kore Digital's strategic goals of combining resources, accessing advanced technologies, and fostering stronger relationships within the industry.

Franken Telecom Private Limited

Franken Telecom, incorporated on July 8, 2024, specializes in providing infrastructure facilities to various telecom companies. Kore Digital is acquiring 4,900 equity shares, representing 98% ownership, at a face value of ₹10 per share. This acquisition will enable Kore Digital to optimize resources, reduce costs, and improve operational efficiencies across its telecommunication infrastructure projects.

Wolter Infratech Private Limited

Wolter Infratech, established on July 9, 2024, is engaged in specialized engineering and civil works. Kore Digital is acquiring 4,900 equity shares, equating to 98% of the company's equity, at a face value of ₹10 per share. By integrating Wolter Infratech's skilled workforce and technical expertise, Kore Digital aims to enhance its engineering capabilities and deliver high-quality infrastructure solutions.

KDL Realinfra Private Limited

KDL Realinfra, incorporated on March 19, 2024, brings expertise in infrastructure activities to Kore Digital's portfolio. With the acquisition of 9,800 equity shares (98% of the total equity) at a face value of ₹10 per share, Kore Digital seeks to leverage KDL Realinfra's industry relationships to explore future collaborations and drive growth in the infrastructure domain.

These acquisitions reflect Kore Digital Limited's strategic approach to scaling its business and delivering comprehensive telecommunication and infrastructure services. By integrating the strengths of Franken Telecom, Wolter Infratech, and KDL Realinfra, Kore Digital is poised to enhance its competitive edge.

Further to the corporate announcements, on examination of the MCA records it was

noted that three subsidiaries were incorporated 6-9 months prior to its acquisition by

Kore. The registered office address of all these three subsidiaries were same. It was

observed that even though the financials of these three subsidiaries was being

consolidated with Kore, three subsidiaries had come into existence in March-July

2024 only. There was no filing (w.r.t. financial statements, auditor appointments,

director appointments, etc.) by three subsidiaries on MCA portal as required by

Companies Act, 2013. The only filing available was Memorandum of Association and

Articles of Association. The details available on the MCA website is as under:

Page 7 of 81

Table no. 5

Name of Company

Past Shareholders

Date of Incorporation

Registered address

Filing with MCA

Franken

1.Aejaz Samsuddin Khan 2.Satish Sopan More

08.07.2024

FL-B/503, SHREE PUNIT DEV,

Wolter

1.Aejaz Samsuddin Khan 2.Satish Sopan More

09.07.2024

C/69, SEC 21, Kharghar,

KRPL

1.Dhirendra Amarnath Yadav 2.Satish Sopan More

19.03.2024

Raigarh(MH), Panvel, Maharashtra, India, 410210

(Source : MCA website)

In addition to the above, it was also noted that the GST registration of Franken and

Wolter, was cancelled within one month of its registration and is currently inactive.

With respect to KRPL, it was noted that the GST registration date as well as date

when its registration became inactive is shown as February 04, 2025. Details of GST

registration are as under:

Entity Name

Date of Registration

Current Status

Franken

13.12.2024

Cancelled on application of Taxpayer (Effective from 27/01/2025)

Wolter

16.12.2024

Cancelled on application of Taxpayer (Effective from 06/02/2025)

KRPL

04.02.2025

Cancelled on application of Taxpayer (Effective from 04/02/2025)

(Source : GST website)

It is noted that, as regards these three subsidiaries, except for the information

provided by Kore in its corporate announcement dated January 6, 2025, no other

information was available in public domain. Further, as on date of corporate

announcement and as per public information, GST registration of Franken and Wolter

was already cancelled on taxpayers’s application and KRPL had not even registered

for GST as on date of corporate announcement i.e. January 6, 2025.

The transactions of three subsidiaries was examined alongwith the consolidated

financials of Kore. From the Audit Report of Kore for F.Y. 2024-25 and FY 2025-26, it

is noted that M/s J N Gupta & Co. (JNG) was the statutory auditor of Kore. JNG in its

Page 8 of 81 report stated that with respect to the results of three subsidiaries, it had relied on their

interim financial statements and auditor reports which were reviewed by other

auditors. Relevant snapshot of limited review report of Kore for the quarter ended June

2025 is given below:

Screenshot no. 2

Limited review report – 14.08.2025

4. The Statement includes the results of following entities:

(a) Franken Telecom Private Limited

(b) KDL Realinfra Private Limited

5. We did not review the interim financial results of above subsidiary mentioned in paragraph 4 above included in the consolidated unaudited financial results, whose interim financial statements reflect total net profit after tax of Rs.1276.65 Lakhs for the quarter ended June 30, 2025 respectively, as considered in the consolidated unaudited financial results. These interim financial statements have been reviewed by the other auditors (entity (a), (b) and (c) reviewed by the other auditors as per paragraph 4, other auditors report has been furnished to us by the Management and our conclusion on the Statement, in so far as it relates to the amounts and disclosures included in respect of this subsidiary is based solely on the reports of the other auditor and management and the procedure performed by us as stated in paragraph 3 above.

Screenshot no. 3

Audited Financial Statements of Kore for half year ended September 30, 2025 and year ended

March 31, 2026 is as given below:

We did not audit the annual financial statements of 03 (Three) subsidiary included in the Statement, whose financial information reflects total assets of ₹11612.60 Lakhs as at 31 March 2026,total revenue of ₹34558.80 Lakhs,total net profit after tax of ₹3299.36 Lakhs and cash inflow (net) of ₹297.26 Lakhs for the year then ended,as considered in the Statement. These annual financial statements have been audited by other auditors whose audit reports have been furnished to us by the management,and our opinion in so far as it relates to the amounts and disclosures included in respect of these subsidiary and joint ventures is based solely on the audit reports of such other auditors,and the procedures performed by us as stated in paragraph 4 above.

In continuation to the above, JNG, vide email dated June 12, 2026, inter-alia was

advised to provide copies of correspondence with the auditors of the subsidiaries,

documents verified, compliance with SA 600 i.e. “Using the work of another auditor”,

Page 9 of 81 detailed trial balance of three subsidiaries, etc. However, JNG failed to provide the

above requisite information.

On review of financials submitted by JNG for three subsidiaries for the F.Y. 2025-26,

it was noted that these three subsidiaries had further step-down subsidiaries namely,

HBF Technologies Pvt. Ltd. (“HBF”), KDL Communications Pvt. Ltd. (“KDL”) and

Golart Infrastructure Pvt. Ltd. (“Golart”) (collectively referred to as “step down

subsidiaries”). It was also noted that the substantial revenue of Wolter for the F.Y.

2024-25 was booked from its step down subsidiaries. Further, for F.Y. 2025-26

substantial revenue of three subsidiaries was booked from these step down

subsidiaries. The details of the same are as under:

Table no. 6

(INR In crore)

Name of Company

FY 2024-25 Revenue from Operations Standalo ne

FY 2024-25 Revenue from Operations Consolidat ed

FY 2024-25 Profit after tax Standalo ne

FY 2024-25 Profit after tax Consolidat ed

FY 2025-26 Revenue from Operations Standalo ne

FY 2025-26 Revenue from Operations Consolidat ed

FY 2025-26 Profit after tax Standalo ne

FY 2025-26 Profit after tax Consolidat ed

Franken

52.88

6.04

116.79

10.30

Wolter

55.73

123.72

6.19

14.45

90.72

8.95

KRPL

19.16

2.04

66.15

138.07

6.90

13.74

Total

127.77

195.76

14.27

22.53

66.15

345.58

6.90

32.99

From the financials of Kore for the year ended March 31, 2026 with respect to three

subsidiaries, it was noted that there was no mention of these step-down subsidiaries.

As seen from the snapshot below, JNG had mentioned only names of three

subsidiaries viz. Franken, Wolter and KRPL as entities included in audited financial

statements of Kore.

Page 10 of 81

Screenshot no. 4

For J N Gupta & Co LLP

Chartered Accountants

Firm Registration No. 006569C/W100892

CA. Ankit Kumar Sharma

Partner

M.No. 427408

UDIN: 26427408CVDENV1707

Annexure I

List of entities included in the Statement

Subsidiaries

Franken Telecom Private Limited

Wolter Infratech Private Limited

Kdl Realinfra Private Limited

On review of information available on MCA database of these step down subsidiaries

it was noted that only HBF had filed its financials for period ended 31.03.2024 and no

other filing was carried out. Golart and KDL did not make any MCA filing since

incorporation. The details of HBF, Golart and KDL as per MCA records is as under:

Table no. 7

Entity Name

Date of Incorporation

Remarks

HBF

19.04.2023

As per the filings available, the shareholders of HBF as on 31.12.2024 were Mr. Aditya Bansal and Ms. Radha Rani (Directors of HBF as on date). There are no filings subsequent to the financial results as on 31.03.2024. As per the financial statement during FY 2023-24, HBF had “NIL” revenue and the balance sheet size was INR 5750/-

KDL

05.03.2024

There are no MCA filings by Company since incorporation

Golart

07.03.2024

There are no MCA filings by Company since incorporation

(Source: MCA website)

In addition to the above and as per the GST records the GST registration of KDL and

Golart were either suspended/cancelled. The details of the same are as under:

Page 11 of 81

Table no.8

Entity Name

Date of Registration

Current Status

Principal place of business

HBF

16.05.2023

Active

H No 667, Sector-9, Panchkula, Panchkula, Haryana, 134109

KDL

02.09.2024

Cancelled on application of Taxpayer (Effective from 12/07/2025)

Office No 3, Kanjhawala Road, Andhe Baba Mandir, Bawana, New Delhi, North West Delhi, Delhi, 110039

Golart

20.03.2024

Suspended w.e.f. 06.11.2025

(Source: GST website)

Thus, for F.Y. 2025-26 while GST registration of HBF was active, it was cancelled for

KDL on tax payers request w.e.f. July 12, 2025 and suspended for Golart w.e.f.

November 6, 2025.

The above prima facie observations made it necessary to carry out a detailed

examination of three subsidiaries and step-down subsidiaries of Kore. The details of

the information called for and examination conducted are as under:

i) Submissions by Kore.

ii) Information from Statutory Auditors and the directors of three subsidiaries and

step-down subsidiaries.

iii) Details of Kashvee Infraprojects Private Limited and its transactions with Kore

and its three subsidiaries as well as with step-down subsidiaries.

iv) Site Visit of three subsidiaries and stepdown-subsidiaries.

As per the information received from JNG, the details of Auditors of three subsidiaries

namely, Franken, Wolter and KRPL was as under:

• Riya Goyal & Associates – For F.Y. 2024-25

• CA Nikhil Gupta, Proprietorship Firm – For quarter ended June 30, 2025 and

September 30, 2025

• Bose & Chakraborty – For F.Y. 2025-26

Page 12 of 81

Ms. Riya Goyal and Associates, Statutory Auditor for three subsidiaries during the

F.Y. 2024-25, vide email dated November 7, 2025 was inter-alia advised to provide

audit working papers of Franken, Wolter and KRPL, its nature of business, documents

verified for purchases and sales, etc.

Ms. Riya Goyal, vide email dated November 13, 2025, inter-alia submitted that:

a. She was neither statutory auditor nor appointed as any other auditor of

Franken, Wolter and KRPL for F.Y. 2024-25 and F.Y. 2025-26

b. Her involvement was limited to certifying the provisional financial statements

for these companies and the UDIN¹ issued clearly indicate the provisional

nature of the certification.

c. The annual accounts provided by SEBI (signed audit report by Ms. Riya

Goyal submitted by JNG to SEBI) does not belong to her.

Further, to the above submissions Ms. Riya Goyal also made available the provisional

financial statements signed by her, copy of the UDIN generated for the same and

Management Representation Letter received by her from Franken, Wolter and KRPL.

From the examination of the submissions of Ms. Riya Goyal, it is, prima facie, seen

that the Annual Accounts along with the Audit Report of Franken, Wolter and KRPL

¹UDIN - Unique Document Identification Number, is a system-generated, unique number for documents certified

or attested by Chartered Accountants. It serves to prevent forgery and malpractices by verifying the authenticity

of financial documents, which helps regulators, banks, and other stakeholders confirm that the document was

indeed certified by a qualified CA.

Page 13 of 81 submitted by JNG, prima facie, is a forged document wherein the signature and

stamp of CA Riya Goyal & Associates seems to be forged. This was clearly evident

from the fact that the UDIN Number mentioned on the Annual Accounts was that of

the Provisional financial statements signed by Ms. Riya Goyal. This shows that the

accounts of three subsidiaries, which contributed to around 60% of consolidated

revenue of Kore during F.Y.2024-2025, were unaudited. The Audited financial

statements of three subsidiaries submitted to SEBI were prima facie found to be

forged and there was no actual audit done of these subsidiaries as stated by JNG in

its audit report and as submitted by Kore to SEBI.

The relevant snapshots of the Audit Report are as under:

Screenshot no. 5

Audit Report of CA Riya Goyal & Associates submitted by JNG & Kore

(d) Based on our examination, which included test checks, and other generally accepted audit procedures performed by us, we report that the company has not used an accounting software for maintaining its books of account which has a feature of recording audit trail (edit log) facility.

Page 14 of 81

Screenshot no. 6

UDIN Verification

Verification Date/Time:

13-11-2025 04:00:45

UDIN Generation Date/Time:

16-06-2025 | 15:35:51

This UDIN can't be revoked any more.

Unique Document Identification Number (UDIN):

25522710BMHCPN9104

Member Details:

RIYA GOYAL (522710)

Firm Details:

042978N

Document Type:

Certificates

Type of Certificate:

Others

Date of signing of Document:

16-06-2025

Figures/Particulars:

1. Revenue from Operations: 1916.22 (Lakhs) : 19,16,22,000 2. Reserve and Surplus: 203.98 (Lakhs) : 2,03,98,000 3. Total Assets (in lakhs): 348.48

Document Description:

Provisional Financial data extracted of KDL Realinfra Private Limited as on 31.03.2025

Status:

Active

Actual Provisional Financial Statement allegedly signed by CA Riya Goyal

Screenshot no. 7

KDL REALINHRA PRIVATE LIMITED CIN No.- U42101MH2024PTC421696

Particulars

Note No.

As at31st March,2025Rs.

As at31st March,2024Rs.

EQUITY AND LIABILITIESShareholders' Funds(a) Share Capital(b) Reserves and SurplusCurrent Liabilities(a) Trade payables- total outstanding dues of micro enterprises and small enterprises; and-total outstanding dues of creditors other than micro and small enterprises.(b) Other Current Liabilities(c) Short Term ProvisionsTotalCurrent Assets(a) Inventories(b) Trade Receivables(c) Cash and Cash Equivalents(d) Other Current AssetsTotal

1.00203.98204.98

1.00- -1.00

67.477.4268.61143.50

- - -

348.48

1.00

78910

30.71314.861.001.92

- - 1.00

348.48

1.00

348.48

1.00

Schedules referred to above and notes attached there to form an integral part of Balance Sheet

As Compiled from books of accountsFor Riya Goyal & AssociatesChartered AccountantICAI Firm Reg. No.042978N

Riya GoyalProprietorUDIN:25522710BMHCFN9104Membership No.522710Place:HaryanaDate:16.06.2025Satish Sopan MoreDirectorDIN:10519855

Page 15 of 81

Further, CA Riya Goyal in her reply dated November 13, 2025, submitted that the trial

balance of three subsidiaries viz. Franken, Wolter and KRPL for F.Y. 2024-25,

showed that entire “Trade Receivables” in all three subsidiaries for the year ended

31.03.2025 was from an entity named “Kashvee Infraprojects Pvt. Ltd.” (“Kashvee”).

Table no. 9

Entity Name

Trade Receivables from Kashvee as on 31.03.2025 (INR In crore)

Franken

7.85

KRPL

3.15

Wolter

9.32

(Source: Trial balance of the aforesaid subsidiaries)

Further, vide email dated August 11, 2026, Kore was advised to provide its reply to

submissions of Ms. Riya Goyal dated November 13, 2025. In response to the same,

Kore stated that it did not agree with the said statement of Ms. Riya Goyal and further

submitted that, Ms. Riya Goyal had signed the independent auditor’s report and

audited financial statements of the subsidiaries for F.Y 2024-25 and the said

documents bear the UDIN generated in her name. It was further submitted that the

documents available with Kore are not merely provisional financial statements or

provisional certification and the same are audited financial statements accompanied

by an independent auditor’s report duly signed by Ms. Riya Goyal. Kore has submitted

that the statement that her involvement was limited only to certification of provisional

financial statements is not consistent with the documents and UDIN available in the

records of Kore.

On analysis of the above reply of Kore, it is noted that except bare denial, Kore has

failed to provide any document in support of audit conducted by Ms. Riya Goyal for

Page 16 of 81 three subsidiaries. In view of the above Kore’s submissions with respect to reply of

Ms. Riyal Goyal is not tenable.

Further, the reference to Kashvee by CA Riya Goyal in her reply dated November 13,

2025 at para 24 above, made it necessary to examine the transactions of Kashvee

with three subsidiaries. In this regard, vide email dated November 6, 2025 details were

sought from the current directors of Kashvee. On examination of its reply dated

November 11, 2025 received from one of the Directors of Kashvee and on

examination of transactions Kashvee had with three subsidiaries, the following

information was noted:

i) The examination of information available in public domain and MCA records,

show that Kashvee (incorporated on August 12, 2022) shared the same

registered office address as that of Kore and the contact email ID of Kashvee

is that of Mr. Ravindra Doshi, Managing Director of Kore.

ii) Mr. Ravindra Doshi was director and shareholder of Kashvee since

incorporation and upto 31.07.2024. However, the said Company has not

been disclosed as “Related Party” by Kore during FY 2023-24 and FY 2024-

25.

iii) Kashvee had not made any filings with MCA since its incorporation.

iv) In response to email dated November 06, 2025 one of the directors, Mr.

Sanjay Prajapat, vide email dated November 11, 2025, forwarded an email

dated August 22, 2025, sent by him to GST department, which inter alia

stated as follows:

Page 17 of 81

“I was not know about how to my and my brother (Manish K Prajapati) name enter in the

company and no relation to any company I have work of labour in gujarat and i was not

visit mumbai in life Please accept my statement in mail because we have midalclas family”

From the above reply, it was prima facie noted that both directors of

Kashvee were labourers and were dummy directors.

Information gathered from Goods and Services Tax department (GST) revealed that,

it is in process of cancellation of GST registration of Kashvee due to non-existence of

genuine business activity. It was also informed by GST that Kashvee had booked

purchase from Kore to the tune of INR 22.38 Crore on March 27, 2025, which seems

to be a non-genuine transaction. Further, GST department also submitted that

Kashvee had booked purchases from certain non-genuine suppliers viz. Wolter,

Franken, Golart India Pvt. Ltd., Jennifer Infra Pvt. Ltd. and Rankone Market India Pvt.

Ltd. for an aggregate amount of INR 122.05 Crore during the year F.Y. 2024-25. As

on June 30, 2026, the status of GST registration of Kashvee is shown as “Suspended”.

Further, the sales booked by subsidiaries of Kore (Wolter and Franken) to Kashvee

was around INR 107 Crore and with that of step down subsidiary viz. Golart is around

INR 2.35 crore.

In addition to the above, based on information received from Indusind Bank, it is noted

that Mr.Ravindra Doshi, Managing Director of Kore is one of the authorized signatories

of bank account no. 2XXX999XXX99 and Mr. Mukesh Hiralal Parmar, has been the

other authorized signatory for above mentioned bank account number since April 01,

Page 18 of 81

2025 and he is also a director of HBF Technologies Private Limited, which is a step

down subsidiary of Kore.

Further, the review of ledgers submitted by Kore showed that the company had

booked revenue of INR 26.42 Crore from “Kashvee Infraprojects Pvt. Ltd.” during F.Y.

2024-25. However, the analysis carried out at paras 27 to 30 above, raises suspicion

on the inflation of financials by INR 26.42 Crore in the books of Kore during F.Y. 2024-

Clarification was sought from Kore (i)with respect to its advances to Kashvee during

the F.Y. 2024-25; (ii) similar registered address of Kore and Kashvee (ii)Mr. Ravindra

Doshi (Promoter/MD of Kore) being one of the authorised signatories of the bank

account maintained by Kashvee in IndusInd bank.

A summary of the reply provided by Kore vide email dated August 17, 2026 on the

above queries is given below:

i) The transaction was undertaken pursuant to a bona fide commercial

arrangement for execution of a proposed project. The former promoter of Kore

had ceased to hold his entire shareholding in Kore in June 2023 and

subsequently ceased to be a Director of Kore in July 2024. Further, there has

been no common director between Kore and Kashvee after July 2024.

ii) The historical association of the former promoter with Kashvee needs to be

considered in the context of the actual relationship existing on the respective

Page 19 of 81 transaction dates and cannot, by itself, result in the entire transaction being

characterized as a related party transaction.

iii) The RPT approval mechanism prescribed under Regulation 23 of LODR,

including prior Audit Committee approval and shareholder approval for material

RPTs, was not applicable to Kore in respect of the transactions undertaken

during FY 2024-25.

iv) The transaction was entered into for a specific commercial/project purpose and

was not undertaken with the purpose or effect of benefiting the former promoter

or any related party.

v) The advances were provided to Kashvee for the proposed execution of the

project. The project could not ultimately be implemented and, consequently,

the entire amount advanced by Kore was returned by Kashvee by the end of

FY 2024-25.

On analysing the above submissions of Kore, it was noted that Kore failed to provide

any supporting evidence to prove genuineness of Kashvee. Further, no reply was

provided with respect to Mr. Ravindra Doshi (Promoter/MD/Executive Director of

Kore) being one of the authorized signatories of the bank account held by Kashvee.

From the above reply submitted by Kore, it is prima facie found that Kashvee is a nongenuine entity. The transactions seem to be prima facie fictitious, and thereby leading

to mis-representation of consolidated financials of Kore for the F.Y. 2024-25.

Page 20 of 81

Examination of role of CA Nikhil Gupta, statutory auditor for the subsidiaries for the

quarters ended June 30, 2025 and September 30, 2025:

JNG in its reply dated November 13 and 14, 2025 had submitted the Limited Review

Report (“LRR”) of the subsidiaries, which it had relied upon for providing the LRR for

the financial results for the quarter ended June 30, 2025 and September 30, 2025 of

Kore.

From the LRR submitted by JNG, the following was noted:

i) LRR for the quarter ended June 30, 2025 was done by CA Nikhil Gupta.

ii) The UDIN number for the Limited Review Report for the quarter ended June 30,

2025 showed that the UDIN number for the said report was generated on

November 12, 2025 at 16:31:19 hours. This was therefore apparently prepared

and submitted to SEBI after SEBI inquired on the same vide letter dated

November 12, 2025. This clearly shows that no review was done for the

subsidiaries prior to August 14, 2025 (the date when consolidated financial results

of Kore for the quarter ended June 30, 2025 was announced). The statement

mentioned by JNG in its limited review report was false and misleading which is

also clear from the fact that the UDIN number on the limited review report is a

“pre-printed no.” and the report is purportedly signed on August 13, 2025 i.e.

before generation of UDIN Number.

Page 21 of 81 iii) The relevant snapshots are as under:

Screenshot no. 8

Limited Review Report for quarter ended June 30, 2025

Based on our review conducted as stated in paragraph 3 above, nothing has come to our attention that casual us to believe that the accompanying statement, prepared in accordance with the recognition and measurement principles laid down in the aforesaid Indian Accounting Standard and other accounting principles generally accepted in India, has not disclosed the information required to be disclose in terms of regulation 33 of the SEBI amended, including the manner in which it is to be disclosed, or that it contains any material misstatement.

Screenshot no. 9

UDIN Verification

Verification Date/Time:

13-11-2025 05:51:29

UDIN Generation Date/Time:

12-11-2025|16:31:19

CA is entitled to revoke the UDIN, if he so desires, on or before14-11-202516:31:19.You may like to verify this particular UDIN after14-11-202516:31:19.

Unique Document Identification Number(UDIN):

25176163BMIEFL4085

Member Details:

NIKHIL DINESHBHAI GUPTA(176163)

Firm Details:

162383W

Document Type:

Audit and Assurance Functions

Type of Audit

Limited Review Reports

Date of signing of Document:

14-09-2025

Figures/Particulars:

1. Financial Year:01-04-2025-30-06-20252.PAN of the Assessee/Auditee:AAKCK9106G3.Cash and Cash Equivalent:100000(Actual):1,00,0004.Any Comment/Recommendation/Adverse Comment:NIL5.NIL:0(Actual):0

Document Description:

Standalone Limited audit review reportJune-2025 actual date of report13-08-2025

Status:

Active

Page 22 of 81

On perusal of the Limited Review report for the quarter ended September 30, 2025 it

was noted that, JNG followed the same exercise as that was adopted by it for the

quarter ended June 30, 2025.

Even in the LRR for the quarter ended September 30, 2025, JNG made a statement

about relying on work of another auditor. The results were published on November

12, 2025, however, the UDIN number on the limited review reports of subsidiaries

showed that these were generated after SEBI enquiry i.e. on November 14, 2025.

UDIN Verification

Screenshot no. 10

UDIN Generation Date/Time:

14-11-2025|10:12:38

CA is entitled to revoke the UDIN, if he so desires, on or before 16-11-2025 10:12:38.You may like to verify this particular UDIN after 16-11-2025 10:12:38.

Unique Document Identification Number(UDIN):

25176163BMIEFU6009

Member Details:

NIKHIL DINESHBHAI GUPTA(176163)

Firm Details:

162383W

Document Type:

Audit and Assurance Functions

Type of Audit

Limited Review Reports

Date of signing of Document:

11-11-2025

Figures/Particulars:

1. Financial Year:01-07-2025-30-09-20252.PAN of the Assessee/Auditee:AAFCF9952L3.Cash and Cash Equivalent:66119(Actual):66,1194.Any Comment/Recommendation/Adverse Comment:NIL5.NIL:0(Actual):0

Document Description:

Standalone Limited audit review report September-2025.

Status:

Active

The above prime facie observations makes it clear that the LRR of Kore for the Quarter

ended June 30, 2025 and September 30, 2025, which was published on the Stock

Exchange platform on August 14, 2025 and November 13, 2025, respectively, was

false and misleading, wherein the auditor had stated that it had reviewed the other

Page 23 of 81 auditor’s report with respect to the financials of three subsidiaries. The Limited Review

Report of the subsidiaries for the quarter ended June 30, 2025 and September 30,

2025 were prepared only after SEBI raised an query in the matter. The UDIN number

was generated by Auditor C A Nikhil Gupta only on November 12, 2025 for quarter

ended June 2025 and on November 14, 2025 for quarter ended September 2025.

Vide emails dated November 14, 2025 and June 08, 2026, CA Nikhil Gupta, was inter-

alia advised to provide all data verified by them for three subsidiaries, step down

subsidiaries, audit process followed and provide copies of all correspondences with

Kore, its three subsidiaries and step down subsidiaries.

CA Nikhil Gupta, vide email dated November 20, 2025 instead of providing the correct

information, tried to mask the observations with respect to UDIN by providing a

physical letter from Franken, Wolter, KRPL appointing him as the Auditor for these

subsidiaries just a few days prior to the date of Limited Review Report. He failed to

provide any email/WhatsApp correspondence showing how these letters were

received from the Company and any working papers except the Management

representation letter for the limited review of financials. The submissions of CA Nikhil

Gupta, prima facie seems to be a cover-up which is clear from the fact that the LRR

purportedly signed by him on August 13, 2025 for three subsidiaries had a “pre-

printed UDIN Number’ which was generated only on November 12, 2025. In response

to details sought vide email of June 8, 2026, CA Nikhil Gupta, vide email dated June

17, 2026, stated that he carried out an house visit of three subsidiaries for summary

audit/ trial balance check and based on which quarterly unaudited/audited financial

result statements were prepared. He specifically stated that three subsidiaries did

Page 24 of 81 not give their trial balance as per their laid down policy, he had made a visit to the

company. From the above, it is prima facie noted that, CA Nikhil Gupta failed to submit

data specifically with respect to the revenue from operations for three subsidiaries as

well as the step down subsidiaries. Further, no documentary evidences with respect

to correspondences, audit working papers and copy of the trial balance of these three

subsidiaries were provided by CA Nikhil Gupta.

CA Nikhil Gupta, also submitted that he was the auditor of the step-down subsidiaries

viz. HBF, Golart and KDL and provided the financials of these step-down subsidiaries.

It was observed that the UDIN number of the report of these step down subsidiaries

for quarter ending June 2025 and September 2025 were also generated subsequent

to information sought by SEBI, i.e. on November 12 and November 14, 2025. A review

of responses show that they had merely relied on the representation given by the

management representation for the limited review. Further, CA Nikhil Gupta was

unable to provide any document in support of his submissions and merely stated that

the documents sought are not in his possession.

Examination of the role of Bose & Chakrabarti statutory auditor for Franken, Wolter

and KRPL for the F.Y. 2025-26:

From the financials for the F.Y. 2025-26 of Franken, Wolter and KDL as submitted by

JNG, it was observed that audit of the subsidiaries for F.Y. 2025-26 was done by Mr.

Debasish Majumdar, Partner, Bose & Chakraborty.

Page 25 of 81

Vide email dated June 09, 2026, Mr. Debasish Majumdar was inter-alia advised to

provide copies of all the correspondences (including email, Whatsapp or any other

mode) with Kore and its three subsidiaries, documents verified for the revenue of three

subsidiaries, copies of reports issued for three subsidiaries, etc. In response to the

same, Mr. Debasish Majumdar vide emails dated June 10, 2026 and June 12, 2026

(the reply was sent by a family member of Mr. Debasish Majumdar from the email ID

of Mr. Debasish Majumdar) stated that Mr. Debasish Majumdar is very unwell and not

in a position to work or respond to the email. Further, as per his hospital discharge

summary from Ruby General Hospital, Kolkata, he was admitted there from April 10,

2026 till April 21, 2026. Post-discharge, he is confined in a hospital fowler bed and not

able to move or do normal activities without any support. As per the snapshot of his

discharge report, Mr. Debasish Majumdar was 84-year-old and at the time of leaving

hospital on April 21, 2026 was “drowsy, confused, disoriented”.

In view of the above reply received from a family member of Mr. Debasish Majumdar,

vide email dated August 11, 2026 Kore was advised to provide explanation alongwith

supporting evidence as to how financials of three subsidiaries was audited by Mr.

Debasish Majumdar, Partner Bose & Chakraborty.

Kore in response to the above query vide email dated August 17, 2026, stated that

the audit of three subsidiaries for the F.Y. 2025-26 was conducted and completed by

Mr. Debasish Majumdar, Partner, Bose & Chakraborty. Kore further stated that based

on the records available with it there was no reason to believe otherwise.

Page 26 of 81

From the reply given by Kore to the above query, it was noted that Kore has failed to

provide any documentary proof in support of audit conducted by Mr. Debasish

Majumdar, Partner, Bose & Chakraborty for its three subsidiaries. Further, Kore or its

Statutory Auditor failed to provide any correspondence they had with the Statutory

Auditor of three subsidiaries with respect to audit of their financials, although the same

was sought from them vide earlier e-mails.

The aforesaid submission of Mr. Debasish Majumdar, prima facie showed that he had

not audited the financials of three subsidiaries and the financial statements bearing

his signature submitted by JNG seems to have been forged and the audit of financials

of three subsidiaries was also not conducted.

The aforesaid fact is also corroborated by the following finding:

Upon examination of audit report of three subsidiaries submitted by JNG, it was

observed that the spelling of audit firm mentioned on the letter head was different from

seal stamped in its bottom. The signature and the seal of all audit reports is exactly

same and appears to be prima facie cut-pasted. The name of firm was verified from

ICAI list and the spelling of the Audit Firm was noted as “Bose & Chakrabarti”.

However, on the audit report submitted by JNG, the name of the Audit Firm was given

as “Bose & Chakraborty” though the seal bore the correct spelling as it was prima

facie cut pasted

Page 27 of 81

Screenshot no. 11

(c) Based on the audit procedures that have been considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-clause (i) and (ii) of Rule 11(e), as provided under (a) and (b) above, contain any material misstatement.

For BOSE & CHAKRABORTY

(Chartered Accounts)

FRN: 322138

CA Debasish Mazumdar Partner

Membership No.013714

Date : 29/05/2026

Place : Kolkata

UDIN - 26013714JSHEBN1011

Examination of submissions made by the Company

Vide email dated November 14, 2025, Kore and Mr. Ravindra Doshi, Managing

Director of Kore, were inter-alia advised to provide the following: (i) copies of Audit

Report and Audited financial statements/ Limited review reports of three

subsidiaries/step down subsidiaries for F.Y. 2024-25 and F.Y. 2025-26 (i.e. till

September 30, 2025); (ii) details of Statutory Auditor of Kore and its three

subsidiaries/step down subsidiaries and; (iii) details of consideration paid by Kore for

acquisition of three subsidiaries viz. Franken, Wolter and KRPL.

Kore provided its response dated November 20, 2025, details of the same is as under:

i) Kore submitted that for F.Y. 2024-25, the statutory audit of subsidiaries viz.

Franken, Wolter and KRPL was done by CA Riya Goyal & Associates. As

discussed above, it has been prima facie found that CA Riya Goyal & Associates

did not do the audit of three subsidiaries.

Page 28 of 81 ii) Kore submitted that it had acquired three subsidiaries Franken, Wolter and KRPL

from its erstwhile shareholder for the following reasons: “for cash consideration

payable by Kore through account payee cheques issued in favour of the

respective selling shareholders. The cheques have been issued; however, the

same have not yet been presented for payment by the respective beneficiaries

and, accordingly, the cheques remain uncleared as on date.”

The submissions of Kore with respect to issuing cheques to the erstwhile shareholder

of three subsidiaries prima facie appears to be false and merely an afterthought to

give legitimacy to the transaction. It is noted from the ledgers in the books of accounts

of Kore for F.Y.2024-25, that Kore had not passed any entry of issuing cheque in its

Bank book. Instead, Kore in its ledger has made entries in the name of three

subsidiaries and had booked the consideration amount as “Investment Amount

Payable” and that too on April 01, 2024, which is nine months before acquisition.

Screenshot no. 12

Snapshot of ledgers in the books of Kore in the name of three subsidiaries is as under:

Date

Particulars

Vch Type

Vch No.

Debit

Credit

1-Apr-24

Cr Investment Amount Payble

Journal

476

49,000.00

Dr Closing Balance

49,000.00

Dr Closing Balance

49,000.00

Page 29 of 81

Kore Digital Limited B 117-1108, Shelton Sapphire , Sector 15 Navi Mumbai Maharashtra 400614 Investment in KDL Realinfra Pvt Ltd Ledger Account

Date

Particulars

Vch Type

Vch No.

Debit

Credit

1-Apr-24

Cr Investment Amount Payble

Journal

476

98,000.00

1-Apr-24

Cr Investment Amount Payble

Journal

476

98,000.00

1-Apr-24

Dr Closing Balance

98,000.00

Investment in Wolter Infratech Pvt Ltd Ledger Account

Date

Particulars

Vch Type

Vch No.

Debit

Credit

1-Apr-24

Cr Investment Amount Payable

Journal

476

49,000.00

Dr Closing Balance

49,000.00

As seen from the above, it is prima facie noted that Limited Review Results of Kore

disclosed for quarters ended June 30, 2025 and September 30, 2025, had

consolidated revenue of three subsidiaries and step-down subsidiaries. None of three

subsidiaries or step-down subsidiaries had made a single filing on MCA (except for

filing for MOA, AOA and one financial results reporting by HBF) nor had public domain

presence. Further, the results of these subsidiaries were consolidated in the financials

of Kore for F.Y .2024-25 and financials for quarter ended June 30, 2025 and

September 30, 2025, were prima facie found to be unaudited, not reviewed and

forged. It is noted that Kore and Auditors (JNG and CA Nikhil Gupta), seems to mask

the inconsistencies/ deficiencies and made false and misleading submissions.

Page 30 of 81

In addition to the above, vide email dated June 18, 2026, Kore was inter alia advised

to explain how these Auditors were shortlisted for appointment and was asked to

provide details with respect to: (i) appointment of Auditors of Kore and three

subsidiaries; (ii)correspondences (including Email/WhatsApp) with aforesaid auditors

for the audit assignment including emails sharing data/document/audit/ audit report;

(iii) detailed trial balance of three subsidiaries and step-down subsidiaries and

supporting documents such as (invoices, agreements, back papers) for revenue

recorded for each subsidiary, etc. However, despite providing extension of time, Kore

failed to submit the requisite information. While seeking extension of time vide email

dated June 24, 2026, Kore submitted that these subsidiaries are non-material

subsidiaries and there is no fund flow from parent company or no related party

transaction involved.

While taking into consideration the above reply of Kore and on examination of the

same with the contribution of three subsidiaries and their step down subsidiaries, it is

noted that the submissions of Kore prima facie appear to be false and misleading.

Further, vide email dated July 16, 2026, Kore was again advised to submit information

sought vide email dated June 18, 2026. In response to the same, Kore submitted

consolidated and standalone audit report of Franken, Wolter and KDL. However, Kore

again failed to submit the complete information sought vide email dated June 18,

Page 31 of 81

Examination of submissions from Directors of three subsidiaries and step downsubsidiaries

It is noted from the MCA records that no filings were made by any of three subsidiaries

or step down subsidiaries of Kore except for HBF that too only for F.Y. 2023-24. In

this regard, details were sought from the directors of three subsidiaries and step downsubsidiaries of Kore. However, no response has been received from any of the

directors except Mr. Satish Sopan More who is director/promoter of the following

subsidiary/step down subsidiaries of Kore:

Table no. 10

Sr. No.

Company/LLP Name

Designation (category)

Appointment at current designation on

Association with Kore

Kdl Communications Private Limited

Director (Promoter)

05/03/2024

Step down subsidiary

Golart Infrastructure Private Limited

Director (Promoter)

07/03/2024

Step down subsidiary

Kdl Realinfra Private Limited

Director (Promoter)

19/03/2024

Subsidiary

Franken Telecom Private Limited

Director (Promoter)

08/07/2024

Subsidiary

Wolter Infratech Private Limited

Director (Promoter)

09/07/2024

Subsidiary

Mr. Satish Sopan More in his response dated June 22, 2026, submitted that he is

responsible for day to day operations of the aforesaid entities.

Mr. Satish inter-alia provided trial balance of the aforesaid companies, however, it was

not a detailed trial balance. Mr. Satish Sopan More also stated that he had resigned

from Kore and hence is unable to submit supporting documents of revenue from

operations. However, the submission of resignation prima facie appears to be

Page 32 of 81 afterthought. As per MCA records, Mr. Satish Sopan More still appears to be a director

of the companies as on August 20, 2026 as referred at Table no. 10 above.

B.2. Manipulation in the books of accounts of Kore, inflation of revenue from

operations on payments received from its clients:

During the course of examination, Kore had submitted its books of accounts (ledgers)

for the F.Y. 2023-24 to F.Y. 2024-25. The examination of the same, revealed that

Navayuga Engineering Company Limited (“NECL”), Vodafone Idea Limited

(“Vodafone”) and Bharti Airtel Ltd (“Airtel”), (collectively referred to as “clients of

Kore”) were some of the major customers of Kore during the aforesaid period and

who contributed to an average around 72% of the disclosed standalone revenue of

Kore for the aforesaid period:

Table no. 8

Revenue from Operations

Revenue of NECL, Vodafone, Airtel (as per ledger)

% contribution these vendors

of by three

B/A*100

2023-24

103.51

91.76

88.65

2024-25

131.98

89.17

67.56

The examination of the ledgers of the aforesaid three clients of Kore in books of

accounts of the company, showed that there were multiple reversal entries booked by

Kore against the revenue booked from the clients of Kore specially during the end of

quarter/half year/year end. In order to carry out an analysis of the same, details were

sought from NECL, Vodafone and Airtel. On examination of their responses the

following was noted:

Page 33 of 81 i) There was difference in the quarterly revenue booked by Kore from NECL as

against the actual revenue received from NECL leading to prima facie

misstatement of the quarterly financials published by Kore. The details are as

under:

Table no. 12

Quarter ended

Invoices booked of NECL in books of NECL

As per submission of NECL

2023-24

Dec 31, 2023

65.83

March 31, 2024

29.20

Total for FY 2023-24 (A)

95.03

2024-25

June 30, 2024

35.11

17.70

Sept 30, 2024

46.91

NIL

Dec 31, 2024

-17.10

29.50

March 31, 2025

-17.10

Total for FY 2024-25(B)

47.82

47.20

GRAND TOTAL (A+B)

142.85

142.23

ii) On examination of the details received from Vodafone, it was noted that, Kore had

booked a total revenue of INR 13.48 Crore from Vodafone during F.Y. 2023-24

and F.Y. 2024-25 as against the actual revenue which is NIL during the said

period as confirmed by Vodafone. There were also significant discrepancies in

the half yearly/quarterly revenue booked by Kore from Vodafone as against the

actual revenue from Vodafone leading to prima facie misstatement of the half

yearly/quarterly financials published by Kore. The details of differences in the

revenue are as under:

Page 34 of 81

Table no. 13

(INR In crore)

As per submission of

Period

Invoices booked of Vodafone in books of Kore

As per submission of Vodafone

Half year ended

2023-24

Sept 30, 2023

-8.63

NIL

Dec 31, 2023

NIL

March 31, 2024

NIL

Total for FY 2023-24 (A)

-8.63

NIL

2024-25

June 30, 2024

7.08

NIL

Sept 30, 2024

NIL

Dec 31, 2024

2.55

NIL

March 31, 2025

12.48

NIL

Total for FY 2024-25 (B)

22.11

NIL

GRAND TOTAL (A+ B)

13.48

NIL

iii) From the details received from Airtel, it was noted that, Kore had booked a total

revenue of INR 24.60 Crore from Airtel during F.Y. 2023-24 to F.Y. 2024-25 as

against the actual revenue of INR 7.21 Crore during the said period as confirmed

by Airtel. There were also significant discrepancies in the half yearly/quarterly

revenue booked by Kore from Airtel as against the actual revenue from Airtel

leading to prima facie misstatement of the half yearly/quarterly financials

published by Kore. The details of differences in revenue are as under:

Table no. 14

(INR In crore)

As per submission of

Period

Invoices booked of Airtel in books of Airtel -1.85 NIL

As per submission of NIL NIL

Half year ended

2023-24

Sept 30, 2023

-1.85

NIL

Dec 31, 2023

NIL

March 31, 2024

7.21

Total for FY 2023-24 (A)

5.36

7.21

Page 35 of 81

Period

Invoices booked of Airtel in books of Airtel NIL

As per submission of NIL NIL

2024-25

June 30, 2024

8.85

NIL

Sept 30, 2024

NIL

Dec 31, 2024

3.19

NIL

March 31, 2025

7.20

NIL

Total for FY 2024-25 (B)

19.24

NIL

GRAND TOTAL (A+B)

24.6

7.21

iv) The aforesaid details show that Kore has been prima facie indulging in

misstatement of Revenue from Operations in order to portray a better financial

position. A summary of the prima facie misstatement of Revenue from Operations

(Standalone) of Kore for the F.Y. 2023-24 to F.Y. 2024-25 is as under:

Table no. 15

(INR In crore)

Disclosed Revenue of NECL, Vodafone, Airtel A

Actual Revenue as per reply of NECL, Vodafone, Airtel B

Extent of misstatement A-B

2023-24

91.76

102.24

-10.48

2024-25

89.17

47.20

41.97

v) Further, vide email dated August 11, 2026, the above prima facie finding with

regard to misstatement of revenue from operations were shared with Kore for its

comments. In response to the same, Kore vide dated email dated August 27,

2026 inter alia stated that, approximately INR 21.66 crore, out of the total INR

41.35 crore recorded in respect of Airtel and Vodafone in the books of Kore for

F.Y.2024-25, relates specifically to interest, penalty and charges connected with

delayed Bank Guarantees and delayed payments.

Page 36 of 81

From the above submission of Kore, it is noted that interest, penalty and other charges

do not form part of revenue from operations unless collection is highly probable and

not disputed by customer (As per IND AS 115).. Further, as per financial statements

of Kore for the F.Y. 2024-25, the same was classified as revenue in its financial

statements. Further, as stated by Kore amount for F.Y 2024-25 is disputed, however,

no provision has been created against such amount.

Further, Kore did not provide any documentary evidence with respect to its above

claims. Further, Kore did not provide any clarification to queries raised with respect to

NECL.

However, it was found necessary to know the genuineness of explanation given by

Kore on its transactions with Airtel and Vodafone. In this regard, vide email dated

August 31, 2026 clarification on the above submissions of Kore was sought from Airtel

and Vodafone. In response to the same, vide emails dated September 2 and 7,

2026_Airtel and Vodafone respectively, inter alia, replied as follows;

i) Airtel stated that Kore had earlier raised demands for settlement of invoices

with respect to charges imposed by Maharashtra State Roads

Developmental Corporation (MSRDC) on delayed Bank Guarantee and

payments. However, the matter has recently been settled between Airtel

and Kore, accordingly, there are currently no outstanding amounts against

these invoices in the books of accounts. No amount has been paid by Airtel

against the invoices raised. Further, Airtel has mentioned that invoice for

Page 37 of 81

INR 7.204 Cr raised on March 31, 2025 pertains to services to be rendered

during 2024-2026.

ii) Vodafone has stated that neither any invoice has been raised nor any claim

has been raised by Kore on Vodafone, towards interest / penalty for

delayed BGs /payment.

From the reply received from Airtel, it is noted that revenue of Kore was misstated

during 2024-2025 with respect to incorrect amounts booked on account of delayed

Bank Guarantee, payments and interest and KORE has recognized entire revenue

amounting to 7.204 Cr in quarter ending March 31, 2025 which pertains to 3-year

agreement term beginning Jan 2024 till December 2026.

On analysis of response received from Vodafone, it is noted that revenue of Kore was

misstated during 2024-2025 with respect to incorrect amounts booked on account of

delayed Bank Guarantee, payments and interest thereon raised with Vodafone.

From the above submissions of Kore, Airtel and Vodaone, it is prima facie found that

Kore had provided misleading financial statements with respect to its transactions with

Airtel, Vodafone and NECL for the F.Y. 2023-24 and 2024-25.

B.3. Suspicious accounting entries in Bank Books of Kore

As Kore had not submitted any details for its three subsidiaries, it became necessary

to identify the bank accounts of three subsidiaries and its step down subsidiaries. The

bank account statements of Kore as submitted by Kore vide email dated August 26,

2025 were examined and simultaneously the bank account statements were also

Page 38 of 81 sought from the respective banks. This exercise was undertaken in order to examine

the bank transactions between Kore and its three subsidiaries as well as with its step

down subsidiaries in order to ascertain the nature of banking transactions among

them.

The bank account statements for the following accounts of Kore were sought from

the respective banks:

Table no. 16

Bank Name

Account No

ICICI

0XXX1050XXX68

ICICI

0XXX050XXX37

IndusInd

2XXX259XXX99

Vide email dated June 25, 2026, IndusInd Bank submitted the detailed bank account

statement for account no. 2XXX259XXX99 for the examination period. The following

was noted on examination of the bank statement viz-a-viz the bank book for the said

account maintained in the books of Kore (hereinafter called as “IndusInd Bank

Book”):

i) There was difference in the opening balance as on April 01, 2024 in IndusInd

Bank Book viz-a-viz bank statement received from bank. Relevant snapshot of

the same is as under:

Page 39 of 81

Screenshot no. 13

Bank statement received from IndusInd

DATE

PARTICULARS

CHQ.NO.

WITHDRAWALS

DEPOSITS

BALANCE

30-MAR-24

NIDIBH24090362665IDIB000V079SSVBROADBAND PVT L

39600.00Cr

100211614.37Cr

30-MAR-24

ABC001TRF TO 255399999999

2500000.00Dr

97711614.37Cr

02-APR-24

R2401KORE DIGINDBR32024040200730807

50000000.00Dr

47711614.37Cr

Screenshot no. 14

IndusInd Bank Book

Date

Particulars

Vch Type

Vch No.

Debit

Credit

Brought Forward

28,904,943.28

28,881,775.91

22-Jan-24 Dr

Icicl Bank 7468

Contra

231

1,000,000.00

22-Jan-24 Dr

Receipt

357

1,000,000.00

24-Jan-24 Dr

RAWINDRA DOSHI - LOAN

Receipt

358

50,000.00

24-Jan-24 Dr

Receipt

248

100,000.00

26-Jan-24 Dr

DEEPALI HARISHCHANDRA RANDIV

Payment

1310

50,000.00

31-Jan-24 Dr

PAYMENT

Payment

1311

50,000.00

1-Feb-24 Dr

SSV BROADBAND PRIVATE LIMITED

Receipt

360

247,500.00

3-Feb-24 Dr

RAWINDRA DOSHI - LOAN

Payment

1312

65,000.00

3-Feb-24 Dr

Receipt

1313

25,000.00

5-Feb-24 Dr

RAWINDRA Doshi - Sundry Creditors

Payment

1314

50,000.00

5-Feb-24 Dr

Receipt

1315

25,000.00

6-Feb-24 Dr

RAWINDRA DOSHI - LOAN

Payment

1316

40,000.00

6-Feb-24 Dr

Salary Expense

1316

40,000.00

15-Feb-24 Dr

ICICI BANK LOAN VEHICLE

Payment

1320

48,497.00

15-Feb-24 Dr

Mohmadsha

1318

25,000.00

22-Feb-24 Dr

Icicl Bank 7468

Contra

249

2,500,000.00

22-Feb-24 Dr

Receipt

233

300,000.00

23-Feb-24 Dr

KASHVEE INFRAPROJECTS PRIVATE LIMITED

Receipt

361

2,512,000.00

23-Feb-24 Dr

DEEPALI HARISHCHANDRA RANDIV

Payment

1319

100,000.00

ANIL RATHOD

Payment

1321

200,000.00

Credit Card

1432

994,313.00

1-Mar-24 Dr

RAWINDRA DOSHI - LOAN

Receipt

375

600,000.00

1-Mar-24 Dr

Receipt

257

2,150,000.00

2-Mar-24 Dr

RAWINDRA DOSHI - LOAN

Receipt

376

1,600,000.00

2-Mar-24 Dr

Receipt

256

1,000,000.00

7-Mar-24 Dr

Icicl Bank 7468

Contra

256

1,000,000.00

7-Mar-24 Dr

Credit Card

1432

994,313.00

8-Mar-24 Dr

Credit Card

Payment

1433

50,526.00

8-Mar-24 Dr

Salary Expense

1434

40,000.00

9-Mar-24 Dr

KASHVEE INFRAPROJECTS PRIVATE LIMITED

Receipt

377

50,000.00

9-Mar-24 Dr

Receipt

255

10,000,000.00

15-Mar-24 Dr

ICICI BANK LOAN VEHICLE

Payment

1435

48,497.00

19-Mar-24 Dr

Icicl Bank 7468

Contra

254

9,950,000.00

20-Mar-24 Dr

Icicl Bank 7468

Contra

258

4,999,949.00

27-Mar-24 Dr

KASHVEE INFRAPROJECTS PRIVATE LIMITED

Payment

1436

4,898,769.00

28-Mar-24 Dr

CR Icicl BANK 1837

Contra

246

100,000,000.00

30-Mar-24 Dr

SSV BROADBAND PRIVATE LIMITED

Receipt

378

39,600.00

31-Mar-24 Dr

KASHVEE INFRAPROJECTS PRIVATE LIMITED

Receipt

1437

2,500,000.00

31-Mar-24 Dr

Receipt

388

30,000,000.00

31-Mar-24 Dr

Receipt

389

30,000,000.00

31-Mar-24 Dr

Receipt

390

30,000,000.00

KASHVEE INFRAPROJECTS PRIVATE LIMITED

Receipt

391

8,442,989.00

249,846,981.28

53,692,377.91

249,846,981.28

196,154,603.37

Page 40 of 81

Date

Particulars

Vch Type

Vch No.

Debit

Credit

1-Apr-24

Cr Opening Balance

196,154,603.37

2-Apr-24

Dr Icici Bank 7468

Contra

47,700,000.00

2-Apr-24

Dr Icici Bank 7468

Contra

50,000,000.00

8-Apr-24

Dr Credit Card

Payment

342

152,000.00

ii) It was noted from the bank statement that for every quarter ended, Kore was

passing certain accounting entries in its IndusInd bank book of receipts and

payments from entities viz. Kashvee, Golart, Rankone Market India Pvt. Ltd.,

Ravindra Doshi – Loan, etc. which were not there in the actual bank statement

submitted by IndusInd Bank.

iii) Snap shots of one such instance is as under:

Screenshot no. 15

Bank statement received from IndusInd

29-JUN-24

RUTIBR62024062959986656UTIB0002775SSV ALPHA BRO

2000000.00 Cr

2844862.93 Cr

29-JUN-24

RUTIBR62024062959986670UTIB0002775SSV ALPHA BRO

2000000.00 Cr

4844862.93 Cr

29-JUN-24

IMPSP2A418119631542PUNBMAROTI ANKADE

50000.00 Dr

4594862.93 Cr

29-JUN-24

NINDBN29067377201YESBANIL RATHOD

300000.00 Dr

4294862.93 Cr

01-JUL-24

RJuly01KORE DIGINDBR32024070100896927

4000000.00 Dr

294862.93 Cr

09-JUL-24

RUTIBR62024070961588820UTIB0002775SSV ALPHA BRO

2000000.00 Cr

2294862.93 Cr

09-JUL-24

NINDBN09078974015SBINSBI CARD PAYMENT

200000.00 Dr

2094862.93 Cr

10-JUL-24

008 TRF FRM 255399999999

12600000.00 Cr

14694862.93 Cr

10-JUL-24

RUTIBR62024071061866158UTIB0002775SSV ALPHA BRO

500000.00 Cr

15194862.93 Cr

Page 41 of 81

Screenshot no. 16

IndusInd Bank Book

INDUSIND BANK Book GROUND FLOOR UNIT NO 18 19 & 36 GROUND FLOOR UNIT NO 18 19 & 36

Date

Particulars

Vch Type

Vch No.

Debit

Page 157 Credit

1-Apr-24

Cr Opening Balance

196,154,603.37

2-Apr-24

Dr Icici Bank 7468

Contra

47,700,000.00

2-Apr-24

Dr Icici Bank 7468

Contra

50,000,000.00

8-Apr-24

Dr Credit Card

Payment

342

152,000.00

8-Apr-24

Cr RAVINDRA DOSHI - LOAN

Receipt

500,000.00

15-Apr-24

Dr ICICI BANK LOAN VEHICLE

Payment

354

48,497.00

15-Apr-24

Dr KASHMIRA DOSHI - DIRECTOR REMUNERATION PAYABLE

Payment

345

150,000.00

24-Apr-24

Dr MAROTI ANKADE

Payment

346

30,000.00

26-Apr-24

Dr Office Exp

Payment

347

2,000.00

27-Apr-24

Dr Professional Fees Paid

Payment

348

20,000.00

30-Apr-24

Dr LABOUR AND WAGES

Payment

349

21,000.00

1-May-24

Cr RAVINDRA DOSHI - LOAN

Receipt

311

3,000,000.00

1-May-24

Cr RAVINDRA DOSHI - LOAN

Receipt

313

500,000.00

4-May-24

Dr MAROTI ANKADE

Payment

350

31,000.00

13-May-24

Cr RAVINDRA DOSHI - LOAN

Receipt

250,000.00

15-May-24

Dr ANIL RATHOD

Payment

351

200,000.00

15-May-24

Dr ICICI BANK LOAN VEHICLE

Payment

353

48,497.00

16-May-24

Dr LABOUR AND WAGES

Payment

355

65,000.00

Dr MAROTI ANKADE

Payment

356

30,000.00

Cr Icici Bank 7468

Contra

100,000.00

17-May-24

Cr SSV BROADBAND PRIVATE LIMITED

Receipt

247,500.00

17-May-24

Dr REPAIRING & MAINTENANCE

Payment

357

3,009.44

20-May-24

Cr LOAN KASHMIRA DOSHI

Receipt

317

600,000.00

22-May-24

Cr REPAIRING & MAINTENANCE

Receipt

3,000.00

22-May-24

Dr Icici Bank 7468

Contra

50,000,000.00

6-Jun-24

Dr Office Exp

Payment

488

3,000.00

6-Jun-24

Dr Icici Bank 7468

Contra

18,000,000.00

12-Jun-24

Dr MAROTI ANKADE

Payment

361

38,000.00

15-Jun-24

Dr ICICI BANK LOAN VEHICLE

Payment

352

48,497.00

22-Jun-24

Dr MAROTI ANKADE

Payment

362

19,740.00

29-Jun-24

Cr SSV ALPHA BROADBAND LLP

Receipt

2,000,000.00

29-Jun-24

Cr SSV ALPHA BROADBAND LLP

Receipt

2,000,000.00

29-Jun-24

Dr MAROTI ANKADE

Payment

363

50,000.00

29-Jun-24

Dr ANIL RATHOD

Payment

364

300,000.00

30-Jun-24

Cr KASHVEE INFRAPROJECTS PRIVATE LIMITED

Receipt

9,532,875.00

30-Jun-24

Cr KASHVEE INFRAPROJECTS PRIVATE LIMITED

Receipt

9,643,894.00

Page 42 of 81

ANIL RATHOD

Payment

364

500,000.00

30-Jun-24

KASHVEE INFRAPROJECTS PRIVATE LIMITED

Receipt

9,532,875.00

30-Jun-24

KASHVEE INFRAPROJECTS PRIVATE LIMITED

Receipt

9,643,894.00

30-Jun-24

KASHVEE INFRAPROJECTS PRIVATE LIMITED

Receipt

9,785,642.00

30-Jun-24

KASHVEE INFRAPROJECTS PRIVATE LIMITED

Receipt

9,820,364.00

30-Jun-24

KASHVEE INFRAPROJECTS PRIVATE LIMITED

Receipt

9,737,945.00

30-Jun-24

KASHVEE INFRAPROJECTS PRIVATE LIMITED

Receipt

9,872,542.00

30-Jun-24

KASHVEE INFRAPROJECTS PRIVATE LIMITED

Receipt

9,779,204.00

30-Jun-24

KASHVEE INFRAPROJECTS PRIVATE LIMITED

Receipt

9,829,084.00

30-Jun-24

KASHVEE INFRAPROJECTS PRIVATE LIMITED

Receipt

9,738,894.00

30-Jun-24

KASHVEE INFRAPROJECTS PRIVATE LIMITED

Receipt

9,562,536.00

30-Jun-24

KASHVEE INFRAPROJECTS PRIVATE LIMITED

Receipt

9,564,520.00

30-Jun-24

KASHVEE INFRAPROJECTS PRIVATE LIMITED

Receipt

100

9,684,672.00

30-Jun-24

RAVINDRA DOSHI - LOAN

Receipt

101

9,846,294.00

30-Jun-24

RAVINDRA DOSHI - LOAN

Receipt

102

9,568,521.00

30-Jun-24

RAVINDRA DOSHI - LOAN

Receipt

103

9,722,458.00

30-Jun-24

RAVINDRA DOSHI - LOAN

Receipt

104

9,875,778.00

30-Jun-24

RAVINDRA DOSHI - LOAN

Receipt

105

9,643,113.00

Carried Over

370,563,439.37 166,960,240.44

Screenshot no. 17

IndusInd Bank Book

Receipt

106

9,527,945.00

30-Jun-24

Cr RAVINDRA DOSHI - LOAN

Receipt

107

9,613,970.00

30-Jun-24

Cr RAVINDRA DOSHI - LOAN

Receipt

108

9,688,750.00

30-Jun-24

Cr RAVINDRA DOSHI - LOAN

Receipt

109

9,566,930.00

30-Jun-24

Cr RAVINDRA DOSHI - LOAN

Receipt

110

9,650,810.00

30-Jun-24

Cr RAVINDRA DOSHI - LOAN

Receipt

111

9,642,490.00

30-Jun-24

Cr RAVINDRA DOSHI - LOAN

Receipt

112

9,780,740.00

30-Jun-24

Dr GOLART INDIA PRIVATE LIMITED

Payment

393

9,989,550.00

30-Jun-24

Dr GOLART INDIA PRIVATE LIMITED

Payment

394

9,843,800.00

Dr GOLART INDIA PRIVATE LIMITED

Payment

395

9,763,720.00

Dr GOLART INDIA PRIVATE LIMITED

Payment

396

9,583,430.00

Dr GOLART INDIA PRIVATE LIMITED

Payment

397

9,954,600.00

Dr GOLART INDIA PRIVATE LIMITED

Payment

398

9,675,300.00

Dr GOLART INDIA PRIVATE LIMITED

Payment

399

9,747,200.00

Dr GOLART INDIA PRIVATE LIMITED

Payment

400

9,830,500.00

Dr GOLART INDIA PRIVATE LIMITED

Payment

401

9,946,565.00

Dr GOLART INDIA PRIVATE LIMITED

Payment

402

9,870,750.00

Dr RANKONE MARKET INDIA PRIVATE LIMITED

Payment

403

9,850,500.00

Dr RANKONE MARKET INDIA PRIVATE LIMITED

Payment

404

9,660,800.00

Dr RANKONE MARKET INDIA PRIVATE LIMITED

Payment

405

9,840,200.00

Dr RANKONE MARKET INDIA PRIVATE LIMITED

Payment

406

9,788,500.00

Dr RANKONE MARKET INDIA PRIVATE LIMITED

Payment

407

9,830,500.00

Dr RANKONE MARKET INDIA PRIVATE LIMITED

Payment

408

9,789,800.00

Dr RANKONE MARKET INDIA PRIVATE LIMITED

Payment

409

9,789,800.00

Dr RANKONE MARKET INDIA PRIVATE LIMITED

Payment

410

9,863,300.00

Dr RANKONE MARKET INDIA PRIVATE LIMITED

Payment

411

9,848,900.00

Dr RANKONE MARKET INDIA PRIVATE LIMITED

Payment

412

9,889,900.00

Dr RANKONE MARKET INDIA PRIVATE LIMITED

Payment

413

9,550,500.00

Dr RANKONE MARKET INDIA PRIVATE LIMITED

Payment

414

9,846,500.00

Dr RANKONE MARKET INDIA PRIVATE LIMITED

Payment

415

9,852,300.00

Dr RANKONE MARKET INDIA PRIVATE LIMITED

Payment

416

9,673,800.00

Dr RANKONE MARKET INDIA PRIVATE LIMITED

Payment

417

9,586,400.00

Dr RANKONE MARKET INDIA PRIVATE LIMITED

Payment

418

9,768,500.00

Dr RANKONE MARKET INDIA PRIVATE LIMITED

Payment

419

9,889,900.00

Dr RANKONE MARKET INDIA PRIVATE LIMITED

Payment

420

9,745,400.00

Dr RANKONE MARKET INDIA PRIVATE LIMITED

Payment

421

9,675,900.00

Dr RANKONE MARKET INDIA PRIVATE LIMITED

Payment

422

9,543,600.00

Dr RANKONE MARKET INDIA PRIVATE LIMITED

Payment

423

9,698,700.00

1-Jul-24

Dr Icelian Bank 7468

Contra

4,000,000.00

9-Jul-24

Cr SSV ALPHA BROADBAND LLP

Receipt

140

2,000,000.00

Dr Credit Card

Payment

584

200,000.00

10-Jul-24

Cr KASHVEE INFRAPROJECTS PRIVATE LIMITED

Receipt

141

12,600,000.00

Cr SSV ALPHA BROADBAND LLP

Receipt

142

500,000.00

11-Jul-24

Cr KASHVEE INFRAPROJECTS PRIVATE LIMITED

Receipt

585

150,000.00

Cr KASHVEE INFRAPROJECTS PRIVATE LIMITED

Receipt

586

12,000,000.00

Cr SSV ALPHA BROADBAND LLP

Receipt

143

1,000,000.00

Dr ICICI BANK LOAN VEHICLE

Payment

587

48,497.00

Cr SSV ALPHA BROADBAND LLP

Receipt

144

1,000,000.00

Dr RAINDRD DOSHI-DR REMUNERATION PRL

Payment

589

1,000,000.00

Dr MAKITT ANWADE

Payment

589

20,000.00

Dr RAINDRD DOSHI-DR REMUNERATION PRL

Payment

992

100,000.00

Dr SSV ALPHA BROADBAND LLP

Receipt

255

900,000.00

23-Jul-24

Dr Stamp Duty Charges

Payment

590

500,000.00

Dr KIRIN ADVISORS PRIVATE LIMITED

Payment

591

263,913.00

Dr HI MEDIA

Payment

592

389,760.00

24-Jul-24

Dr Loan Forclosure Charges

Payment

593

490,000.00

Page 43 of 81

As seen from the above screen shot nos. 15 to 17, as on June 30, 2024, Kore had

booked receipts from Kashvee and Ravindra Doshi and Loans and payments to Golart

and Rankone Market India Pvt. Ltd. However, on perusal of the bank statement

(screen shot no. 15) received from IndusInd, it is noted that there was no such fund

receipt or payment entry. In fact, there was no transaction on June 30, 2024 as per

the bank statement. Even the entries before and after do not match with the bank

book, so the possibility of only time gaps between entries is ruled out. The aforesaid

finding prima facie showed that these entries were fictitious entries passed in the

books of accounts of Kore.

Considering, Kashvee was one of the entities from whom Kore had booked revenue,

Golart is one of the step-down subsidiaries, the aforesaid prima facie findings, raises

serious doubts on the books of accounts maintained by the Company when compared

with the actual bank statement. These discrepancies in the bank account statements

also questions the true and fair view of financial statements disclosed by the

Company.

Considering the above discrepancies, vide email dated August 11, 2026, it was

communicated to Kore that it has observed from Bank Book submitted (as part of

ledger of bank account) and bank statement obtained from bank w.r.t account

maintained in IndusInd Bank (bearing account no. 2xxx259xxx99) that there were

significant differences in the opening balances and transactions reported in the

ledgers for the period April 01, 2023 till May 31, 2026. For instance, on June 30, 2024,

Kore has booked receipts from Kashvee and Ravindra Doshi – Loans and payments

Page 44 of 81 to Golart and Rankone Market India Pvt. Ltd. However, no such fund receipt or

payment entry is there in the bank statement received from IndusInd. In fact, there is

no transaction on June 30, 2024 as per the bank statement. Similar accounting entries

has been identified in at the end of each quarter w.r.t receipts and payments from

entities viz. Kashvee, Golart, Rankone Market India Pvt. Ltd., Ravindra Doshi – Loan,

etc. The Kore was advised to provide explanation for the same along with supporting

evidence.

In response to the above, vide email dated August 27, 2026 Kore inter alia, submitted

as under:

i. The observation regarding differences between the Bank Book and bank

statement of IndusInd Bank A/c No. 2XXX259XXX99 are primarily arose due

to the cheque-based settlement practice followed by the Company with

debtors, creditors and loan parties. As part of the normal settlement process,

the Company may receive cheques from parties or issue cheques to parties,

and the corresponding entries are recorded in the books. However, such

cheques may not be presented or may subsequently be returned/unrealized.

In such cases, there is no corresponding transaction in the bank statement,

and the related accounting entries are reversed in the books. The cheque is

thereafter returned to the concerned party upon settlement/closure of the

matter.

ii. Accordingly, entries such as those relating to Kashvee, Ravindra Doshi – Loan,

Golart and Rankone Market India Pvt. Ltd., including entries appearing around

quarter-end, may appear in the Bank Book without a corresponding bank

Page 45 of 81 transaction on the same date due to the above timing and cheque

realization/reversal process.

iii. That mere recording of such entries in the Bank Book does not represent an

actual movement of funds through the bank account unless the cheque was

duly cleared/realized.

iv. The Company has accordingly reconciled the nature of the differences and

submits that the same are primarily attributable to the aforesaid cheque-based

accounting and settlement practice.

On analysis of its submissions, it was noted that multiple accounting entries were

recorded in the Bank book of Kore for every quarter during the F.Y. 2024-25. These

entries were in the form of receipt/payment from Kashvee, Ravindra Doshi, Golart,

and Rankone Market India Private Limited. These accounting transactions had a

significant impact on reported balances of debtors, creditors and loan accounts during

declaration of financial results for every quarter. Further, based on prima facie

analysis of bank account statement of Kore, no transaction was observed from

Ravindra Doshi, Golart and Rankone Market India Private Limited in the bank account

statement of Kore for F.Y. 2024-2025.

Further, as a result of these accounting adjustments, opening and closing balances

of bank book maintained by Kore were prima facie noted to have been inflated thereby

leading to misrepresentation of cash flow position of Kore through cash flow statement

and liquidity ratios. The explanation given by Kore has not justified the considerable

Page 46 of 81 huge count of accounting adjustments (over 130 in F.Y. 2024-2025 only) and inflated

bank account balances as on date of financial reporting.

Further, Kore has failed to provide Bank Reconciliation Statement (BRS) and rationale

for not realizing the cheques on timely basis. It is, therefore, prima facie noted that

these accounting adjustments have been made in bank book for the purpose of

inflated cash flow management and for the purpose of inflated financial reporting.

B.4. Diversion of Preferential Issue Proceeds

In the Extra Ordinary General Meeting (EGM) dated February 22, 2024, Kore had

taken approval for issuance of preferential shares worth INR 42.27 Crore and warrants

worth INR 5 crores. The said preferential issue was completed in March 2024 and

shares worth INR 38.80 Crore were allotted and INR 1.25 Crore was received towards

issuance of warrants. Thus, around INR 40.05 crore was raised by Kore through

preferential allotment and issuance of warrants in March 2024, details of which are as

under:

Table no. 17

Particulars

Amount (INR In crore)

Preferential Issue of Shares

38.80

Warrants

1.25

Total

40.05

As per the EGM notice, the object of the said issue was as under:

• To finance working capital requirement of the Company.

• To expand the existing business of the Company and for future growth.

Page 47 of 81

The utilisation of the preferential issue proceeds was identified based on examination

of ledgers of F.Y. 2023-24 and F.Y. 2024-25 submitted by the Company and bank

statement of Kore wherein proceeds of preferential issue was credited. The details of

utilisation of proceeds was noted as under:

Table no. 18

Sr. No.

Particulars

Amount INR (In crore)

Remarks

SD Square Manpower Pvt. Ltd

7.52

INR 7.52 Cr was transferred directly from Kore bank account where preferential issue proceeds were received. SD Square further transferred money to Kashvee. Regarding SD Square Manpower Private Limited: No MCA filings since incorporation in March 2024. Purchases "Work Contract Service Rendered for Construction" booked of INR 28.52 Crore by Kore in F.Y. 2024-25.

Kashvee Infraprojects Pvt. Ltd

4.62

Company has same registered office as Kore, Directorsaredummy directors asdiscussed earlier, GST official have confirmed the said company is a non-genuine entity. Mr. Ravindra Doshi (MD of Kore) was director and shareholder of Kashvee.

Kashvee Infraprojects Pvt. Ltd

4.62

In March 2025 - Revenue of INR 26 Crore booked from this entity by Kore, whichprima facieseems to be a fictitious sales entry.

Advance rent/deposit paid to MSRDC

1.14

Amount routed through multiple account of Kore Digital

25.29

-- INR1.56 transferred to Kingsforth Ashiyana Pvt. Ltd -- Majority amount transferred to Kashvee Infraprojects and SD Square on multiple dates. Further, SD Square transferred amount to Kashvee Infraprojects and Unique Traders.

Others

3.75*

40.00

* Includes payments to multiple entities which is under examination.

It may be noted from the aforesaid table that majority of proceeds of preferential issue

were transferred to two entities viz. SD Square Manpower Pvt. Ltd. and Kashvee.

Page 48 of 81

Further, majority of amounts were further transferred from SD Square Manpower

Private Limited to Kashvee. As already discussed in the preceding paragraphs,

Kashvee is a non-operational/non-existent entity. Therefore, the transactions booked

by Kore with Kashvee are prima facie fictitious thereby indicating diversion of

preferential issue proceeds. Further, NSE had carried out the site visit of SD Square

Manpower Pvt. Ltd. on June 23, 2026 and as per the site visit report no such entity

was available on the said address.

Vide email dated November 07, 2025, details of transactions with Kore and the nature

of receipt of funds, was sought from directors of SD Square Manpower Pvt. Ltd.

However, no response has been received till date. In continuation to the above, vide

email dated August 11, 2026, Kore was advised to provide details along with

supporting evidence as to the utilization of proceeds of preferential issue and revenue

from three subsidiaries and step down subsidiaries consolidated into Kore. Kore was

also informed that the above information was sought from Kore considering report of

site visit which was carried out at the registered addresses and principal place of

business of three subsidiaries and step down subsidiaries, MCA filings and GST

records, whereby the above entities were found to be non-genuine. Kore was also

advised to provide its reply with respect to Mr. Ravindra Doshi

(Promoter/MD/Executive Director of Kore) being one of the authorized signatories of

the bank account no. 2XXX999XXX99 (maintained with IndusInd Bank), held by

Kashvee.

Page 49 of 81

In response to the above query, Kore vide email dated August 17, 2026 submitted that

the preferential issue proceeds transferred to Kashvee and SD Square Manpower Pvt.

Ltd. were utilized for business purposes and legitimate commercial transactions. The

transactions with the aforesaid parties were duly accounted for in the books of account

and further stated that it does not agree with the inference that the said entities were

non-genuine. It is also submitted by Kore that subsequent closure of a business

premises, cancellation/suspension of GST registration, or absence of a company

board on the date of a later site visit cannot, by itself, establish that an entity was nongenuine during the period in which the Company had business dealings with such

entity.

However, it is noted that Kore failed to provide any supporting evidence in support of

its above submissions. Further, Kore did not provide any reply with regard to Mr.

Ravindra Doshi being one of the authorized signatories of the bank account held by

Kashvee. Kore also failed to provide reply on the fact that GST registration of Franken

and Wolter was cancelled within one month of date of corporate announcement and

acquisition and significant revenues were booked by Kore from these entities even

post GST cancellation. It is also noted that, Kore did not make any corporate

announcement on the Exchange platform regarding closure of business of three

subsidiaries.

Page 50 of 81

The above observations, prima facie raises question on the utilisation of funds raised

by Kore through preferential issue.

B.5. Site Visit of three subsidiaries and stepdown-subsidiaries

In order to examine the veracity of transactions and considering the aforesaid

observations, NSE was advised to carry out surprise site visit at the registered office

(as per MCA records) as well as principal place of business (as per GST records) of

three subsidiaries and step down subsidiaries. From the site visit reports submitted by

NSE vide emails dated June 23 and 24, 2026, it was noted that no such address

existed and there was no such entity around the given address for any of the entities.

A summary of site visit of three subsidiaries and stepdown-subsidiaries along with

Kashvee and SD Square Manpower Private Limited is given below:

S. No.

Name of entity

Address as per MCA / GST records

Date of site visit

Observations made during site visit

Franken Telecom Private Limited

FL – B/503, Shree Punit Dev, C/69, Sec 21, Kharghar, Raigarh (MH), Panvel, Maharashtra, India, 410210.

23/06/2026

Overall address appeared to be largely correct, but specifically mentioned that the “C/69” portion of the address seemed inaccurate, as no area, block, or region with such a designation existed in that locality. No such entities were found at the address.

Wolter Infratech Private Limited

FL – B/503, Shree Punit Dev, C/69, Sec 21, Kharghar, Raigarh (MH), Panvel, Maharashtra, India, 410210.

23/06/2026

KDL Realinfra Private Limited

FL – B/503, Shree Punit Dev, C/69, Sec 21, Kharghar, Raigarh (MH), Panvel, Maharashtra, India, 410210.

23/06/2026

KDL Communications Pvt. Ltd

FL – B/503, Shree Punit Dev, C/69, Sec 21, Kharghar, Raigarh (MH), Panvel, Maharashtra, India, 410210.

23/06/2026

Golart Infrastructure Pvt. Ltd

Shop No 1, KH No 145, Bawana Road, Delhi North West Delhi Delhi 110039 IndiaShop No 1, KH No 145, Bawana Road, Delhi North West Delhi Delhi 110039 India.

23/06/2026

There was no visible evidence at the premises, such as a company board, name display, or identification marker, indicating the presence of the mentioned entity.

Page 51 of 81

SD SQUARE MANPOWER PRIVATE LIMITED

19 Ground Shop No 1, Block A Near Royal Sector 4 Rohini City Delhi North Delhi 110085 India.

23/06/2026

The premises did not contain any visible company branding, name display, or indication relating to the mentioned entity

SD SQUARE MANPOWER PRIVATE LIMITED

PROPERTY NO 1/712, NAGAR SHAHDARA DELHI 110003, New Delhi, New Delhi, 110003

23/06/2026

There was no visible evidence at the premises, such as a company board, name display, or identification marker, indicating the presence of the mentioned entity.

Kashvee Infraprojects Pvt. Ltd

B 1108, SAPPHIRE, PLOT 18- 19, SECTOR 15, CBD BELAPUR, NAVIMUMBAI Thane Thane Maharashtra 400614 India.

23/06/2026

No such entity was known to operate from mentioned location.

HBF Technologies Pvt. Ltd

H No 667, Sector-9 Panchkula Panchkula Haryana IndiaH No 667, Panchkula Panchkula Haryana India.

24/06/2026

The provided premises could not be identified, the entity could not be established or traced.

Franken Telecom Private Limited

00, OPPOSITE FORCE Sohna Islampur, Gurugram, 122002. Hospital Nera Umag

24/06/2026 24/06/2026

There was no visible evidence at the

KDL Realinfra Private Limited

00, OPPOSITE FORCE Sohna Islampur, Gurugram, 122002. Hospital Nera Umag

24/06/2026 24/06/2026

premises, such as a company board, name display, or identification marker, indicating the presence of 'Franken Telecom Private Limited' and 'KDL Realinfra Private Limited

Wolter Infratech Private Limited

Bhardwaj ground floor Pataudi chowk opposite Vedic, Gurugram, Gurugram, Haryana, 122002.

There was no visible evidence at the premises, such as a company board, name display, or identification marker, indicating the presence of “Wolter Infratech Private Limited”

Page 52 of 81

The aforesaid summary of the site visit of three subsidiaries and step down

subsidiaries of Kore alongwith Kashvee prima facie shows that three subsidiaries

alongwith step-down subsidiaries which accounted to around 75% consolidated

revenue of Kore were non-existent entities. There were no visible evidence at the

premises, such as a company board, name display, or identification marker, indicating

functioning of these entities. From the above summary it is been prime facie noted

that the aforesaid entities were not existing at the given addresses.

Further, SD Square Manpower P. Ltd., the entity to whom the preferential allotment

proceeds were transferred was also found to be non-existent at both the address

available as per records.

C. DEALING IN SECURITIES AND PRICE VOLUME IMPACT

The details of Shareholding pattern and average traded volume is as under:

Shareholding pattern

Mar-24

Particulars

Mar-24

Mar-25

Mar-26

Promoters -

62.69%

63.17%

63.67%

Public -

37.31%

36.82%

36.33%

No. of Shareholders

845

3207

3294

Page 53 of 81

91. Average traded volume

Category

Price on NSE

50 DMA

200 DMA

Volume

Jul 2023

200

2000

Aug 2023

650

Sep 2023

2950

Oct 2023

900

Nov 2023

850

Dec 2023

600

Jan 2024

900

Feb 2024

200

Mar 2024

250

Apr 2024

300

May 2024

200

Jun 2024

150

Jul 2024

2100

Aug 2024

150

Sep 2024

100

Oct 2024

100

Nov 2024

150

Dec 2024

100

Jan 2025

2250

Feb 2025

150

Mar 2025

100

Apr 2025

150

May 2025

100

Jun 2025

100

Jul 2025

1250

Aug 2025

150

Sep 2025

100

Oct 2025

100

Nov 2025

150

Dec 2025

200

Jan 2026

650

Feb 2026

100

Mar 2026

100

Apr 2026

100

May 2026

150

Jun 2026

100

Jul 2026

450

Aug 2026

100

Sep 2026

150

Oct 2026

100

Nov 2026

100

Dec 2026

100

91. Average traded volume

Quarter

Average Trading Volume (per day)

Qtr ending September 2023

48051

Qtr ending December 2023

16131

Qtr ending March 2024

14323

Qtr ending June 2024

20600

Qtr ending September 2024

7505

Qtr ending December 2024

5858

Qtr ending March 2025

21804

Qtr ending June 2025

33826

Qtr ending September 2025

37013

Qtr ending December 2025

36639

Qtr ending March 2026

25073

(Source: NSE Data)

It is noted from above table that the Average Trading Volume (per day) of Kore was

5858 shares for the quarter ended December 2024 and after Kore made corporate

announcement with respect to its acquisition of subsidiaries on January 6, 2025, the

Average Trading Volume (per day) rose from 5858 shares for the quarter ended

December 2024 to 21804 shares in March 2025. Further, it is also noted that the

alleged mis-representation of financials also contributed to a substantial rise in the

Page 54 of 81

Average Trading Volume (per day) for all the quarters from March 2025 to March

2026. This indicates that the shareholder interest in the said scrip increased due to

the growth trajectory in financials and the business being disclosed by the Company

since listing.

Analysis of corporate announcements made by KORE and its subsequent impact on

stock prices:

Date

Event

Price/Volume Reaction

Mis-Representation

14/08/2024

Financial Results as on June 30, 2024

Earnings announced around 3:06 PM on August 14, 2024 Stock price opened at Rs.1720 on August 14, 2024, however post earnings announcement closed at day high of Rs.1800.70 (5% rise). Further, stock price made a high of Rs.2533 (47% rise) in next 7 trading sessions. It further made a high of Rs.2856 (66% rise) in next 13 trading sessions.

were 33 Cr approx. (including GST) out of revenue of 50.76 Cr.

Earnings as on June 30, 2024 mis-represented through inflated revenue to the extent of 18% total reported

13/11/2024

Financial Results as on September 30, 2024

Earnings announced around 4:21 PM on November 13, 2024 Stock price opened at Rs.2072.85 against previous close of Rs.2115 and closed at Rs.2072. It further fell to Rs.1912 in next 4 trading sessions.

GST). However, NECL in the September 30, KORE had

Total revenue reported by KORE as on September 30, 2024 was 41.04 Crores. As per the ledger of NECL in the books of KORE, total value of invoices issued to NECL was 46.91 Crores (including 18% as per the information provided by NECL, no invoice was issued by KORE to quarter ending 2024. Further, reversed inflated revenue in its books of accounts by issuing Credit Notes to NECL in December 2024 and March 2025 quarters. Due to the said

inflation of the revenues, the stock price of the company remained stable after the announcement of quarterly results. In case the said inflation of the revenue had not taken place, the share price of the company may have reacted in a

06/01/2025

Announced Acquisitions of Subsidiaries

Acquisition announced on January 06, 2025 at 12:57 PM Stock price made a day high of Rs.1800 (opened at 1701) and

Announced Subsidiaries- and KRPL.

Acquisitions of Franken, Wolter

Page 55 of 81

subsequently made a high of Rs.1875 in 2 trading sessions.

01/02/2025

Financial Results as on December 31, 2024

Earnings announced around 5:42 PM on February 01, 2025 Stock Price opened at Rs.562 against previous close of Rs.535 and closed at Upper Circuit of Rs.562

Inflated revenue through invoices issued to Vodafone to the extent of 2.55 Crores (Including GST) and Airtel to the extent of Rs.3.19 Crores (Including GST) and issued credit note to NECL amounting to 17.10 Crores. Total reported standalone revenue for the quarter ending December 31, 2024 was 29.97 Cr. Further, it also reported consolidated financial statements with revenue of Rs. 89.46 crores through subsidiaries i.e. Franken, Wolter and KRPL.

08/04/2025

Press Release reporting strong growth in FY 2025

Issued press release dated April 08, 2025, titled "Kore Digital Reports Strong growth in FY25"claiming 200% revenue growth. Stock price opened at upper circuit of 2% at Rs.317.65 on April 09, 2026 against previous close of Rs.311.45. It continued to trade at upper circuits for next 10 trading sessions making a high of Rs.376.80.

Revenue growth reported by company in FY 2024-25 was through inflated revenues from Vodafone, Airtel and NECL. Further 60% of reported revenue of Rs. 328 Cr was generated through subsidiaries i.e. Franken, Wolter and KRPL.

05/06/2025

Financial Results as on March 31, 2025

Earnings announced around 6:53 PM on June 05, 2025 Stock price opened at Rs.346.20 against previous close of Rs.314.75 i.e. upward move of 10%.

Revenue growth reported by company for quarter ending March 31, 2025 was through inflated revenues from Vodafone (Rs.12.48 crores), Airtel (Rs.7.20 crores). Further, Kore issued credit note to NECL amounting to 17.10 Crores. Furthermore, 91% of reported revenue of Rs. 116.49 Cr was generated through subsidiaries i.e. Franken, Wolter and KRPL.

14/08/2025

Financial Results as on June 30, 2025

Earnings announced around 2:58 PM on August 08, 2025 Stock price opened at Rs. 298.10 on August 14, 2026 and made a intraday high of Rs.321 (gain 7.7%) post earnings release during the market hours of August 14, 2026. It subsequently closed at 311.25 (gain 4.82%).

93.44% of the reported revenue of consolidated financial statements i.e. Rs.156.99 crores were through subsidiaries i.e. Franken, Wolter and KRPL.

13/11/2025

Financial Results as on September 30, 2025

Earnings announced around 12:52 PM on November 13, 2025 Stock was trading at upper circuit of 5% on November 13, 2025 and it further opened 5% up on next trading session on November 14, 2026. However, it subsequently fell during the day and closed 4% lower.

76.75% of the reported revenue of consolidated financial statements i.e. Rs.100.89 crores were through subsidiaries i.e. Franken, Wolter and KRPL.

Page 56 of 81

As seen from the above table during the examination period Kore had made several

corporate announcements as regard its financial results (which are prima facie found

to be mis-represented) during the examination period. The announcement with

respect to its acquisition of three subsidiaries was also made on January 6, 2025. All

throughout these announcements, it is noted that there were various spurts of price

rise during these announcement days. For e.g. Corporate Announcement of August

14, 2024 with respect to financial results resulted in a price rise from INR 1720 to INR

The stock price made a further rise of INR 2533(47% hike) in the next seven

trading sessions followed by the further rise of INR 2586 (66% hike) in the next thirteen

sessions. This pattern of price rise was seen during the corporate announcements

made during the examination period. As already discussed in the preceding

paragraphs the financial results disclosed by Kore were prima facie misleading and

mis-represented. Kore’s acquisition of three of its subsidiaries were also prima facie

found to be not genuine.

In view of the prima facie findings of examination as stated above, the books of

account and eventually the financial statements of Kore were found to be prima facie

fraudulently manipulated and the figures contained therein were significantly

misrepresented which led to the publication of untrue and misleading financial results

of the Company during FY 2023-24 to FY 2025-26. The same has operated as deceit

not only to the company’s shareholders but also to the public being misled about the

financial health of the company.

Page 57 of 81

By prima facie disseminating manipulated financial statements and concealing

material information relating to subsidiaries, Kore created an illusion of operational

growth and financial strength, thereby misleading existing and prospective investors

regarding the true financial performance and contribution of its subsidiaries. It may be

seen that proper and complete disclosures are fundamental for ensuring symmetry

of information in the securities market and enabling investors to take informed

investment decisions.

In view of the above, I prima facie find that the misleading financial statements,

concealment of material information and improper disclosures by Kore created a false

and misleading appearance regarding the financial health, operational performance

and valuation of Kore and thereby distorted the natural price discovery mechanism

and market transparency in the securities market. I further prima facie find that the

aforesaid acts and omissions of Kore induced investors to deal in the shares of Kore

at prices which were not reflective of the true financial position and affairs of the

Company.

In case the company presented the real picture of financial statements, the

shareholders would have taken an informed decision and the share price movement

would have been different. From the above, it may be construed that that the

shareholders while making the investment decision were not privy to the genuine

financial position of the company and were induced to trade at an unrealistic price

based on the manipulated financial statements of the company.

Page 58 of 81

D. Prima facie findings against Noticees

Before summarising the prima facie findings against Noticees in the instant matter, it

is necessary to refer to the relevant provisions of the SEBI Act, 1992, PFUTP

Regulations and LODR Regulations. The relevant provisions of securities laws prima

facie violated by the Noticees are reproduced in Annexure-A for ease of reference.

The relevant provisions form a comprehensive framework to ensure that every person

dealing in the securities market does so on the basis of truthful, complete and reliable

information, and that no one profits from misrepresentation, deception,

concealment or manipulation at the expense of investors. Any wilful departure from

this framework strikes at the foundation of investor confidence and market

integrity, and is squarely prohibited by law.

I note that the financial statements of a listed company are the primary documents

that stakeholders rely upon to take informed decisions. Hence, the financial

statements of a listed company must contain all the relevant and material information,

must be free from any misstatement and misrepresentation and must represent the

actual financial position of the entity, both in letter and in spirit. The examination

conducted in the matter as detailed in the preceding paragraphs prima facie revealed

that :

i) The books of accounts and financial statements of Kore were found to be

fraudulently manipulated and the figures contained therein were significantly

misrepresented which led to the publication of untrue and misleading financial

results of the Company from F.Y. 2023-24 to F.Y. 2025-26.

Page 59 of 81 ii) Consolidated Financial statements of Kore were mis-stated through its three

subsidiaries acquired during F.Y.2024-2025 and their step down subsidiaries. The

acquisition of subsidiaries by Kore was found to be fake and non-genuine and

revenue of Kore to the extent of INR 541.3 cr has been mis-stated during F.Y.

2024-2025 and F.Y. 2025-2026 accounting to 73% (approx.) of total revenue of

Kore during the said period. With respect to the acquisition of three subsidiaries,

the submissions made by Kore appears to be false and merely an afterthought to

give legitimacy to the transaction. The GST registration of Franken and Wolter

was already cancelled on taxpayers’s application and KRPL had not even

registered for GST as on date of corporate announcement of Kore with respect to

its acquisition of three subsidiaries.

iii) Kashvee was found to be a non-genuine entity and its transactions with Kore were

fictitious leading to mis-representation of consolidated financials of Kore.

iv) The submissions of the Statutory Auditors of three subsidiaries appears to be a

cover-up. One auditor denied carrying out audit while the another auditor was not

capable of auditing due to health issues. With regard to third auditor it was noted

that the LRR was purportedly signed before the generation of the UDIN number.

The review of responses showed that it had merely relied on the management

representation for the limited review and in various instances the LRR was

prepared only after SEBI raised an inquiry in the matter

v) A comparison of the entries in the books of accounts of Kore when seen alongwith

the bank book statements raised serious doubts on the books of accounts

maintained by the Company. The discrepancies in the bank account statements

Page 60 of 81 also questions the true and fair view of financial statements disclosed by the

Company.

vi) Standalone Financial statements of Kore have been mis-stated to show better

financial position by inflating revenues through NECL, Vodafone and Airtel to the

extent of INR 31.49 crores during F.Ys. 2023-24 and 2024-2025, and through fake

entity i.e. Kashvee Infra Projects Pvt. Ltd during F.Y. 2024-25 to the extent of INR

26.42 cr.

vii) Substantial part of proceeds of preferential issue completed in March 2024 have

been mis-utilized by diverting money to primarily two entities i.e. Kashvee Infra

Projects Private Limited and SD Square Manpower Private Limited which are

found to be fake / non-genuine.

viii) From the site visit reports of the subsidiaries and step-down subsidiaries, It was

found that no such entities exists on the given addresses.

ix) The false corporate announcements made by Kore during the examination period

had resulted in a substantial price rise in the scrip of Kore.

x) In spite of providing several opportunities to Kore as regards explanation on

findings of examination, except bare denial Kore failed to provide any

documentary proof.

In this context, I note that the Hon’ble Supreme Court of India has recently passed a

judgement in the matter of Reliance Industries Limited and others vs. SEBI (2026

INSC 585), inter alia, clarifying the interpretation of term “fraud” in the context of the

PFUTP Regulations. The Hon’ble Supreme Court has reconciled various judgements

Page 61 of 81 on this issue and laid down a clear guideline for classifying a violation as fraud. The

relevant extract is as under:

“209. ………………… We find it apposite to purposively interpret

Regulation 2(1)(c). In our considered view, both intention and act cannot

be made into irrelevant factors for deciding fraud. Therefore, we may

outline the following scenarios:

i. in situations where injury due to wrongful act is established, i.e,

inducement to deal in securities has caused the other person to be

adversely affected and allowed the party accused of fraud to gain

unlawful profits or avert ordinary losses at the former’s expense,

there would be no requirement on the respondent authority to prove

deceitful intention. In other words, where injury is impossible to be

proved, the requirement of wrongful intention becomes mandatory.

ii. Secondly, similarly, in situations where deceitful or mala fide

intention to defraud and manipulate the securities market is clear

from the blatant misconduct or attending circumstances that

cogently establish wrongful intention, then injury would not be

required.”

In the aforesaid judgement, the Hon’ble Supreme Court has provided much needed

clarity on interpretation of the term “fraud” in the context of the PFUTP Regulations.

The threshold laid down in the aforesaid judgement to determine “fraud” has been

tested in this case before holding Noticees prima facie liable for the alleged violations.

The instant case falls in the second scenario as mentioned in the aforesaid judgment.

The blatant misconduct of Noticees and attending circumstances, as summarised in

paragraph 101 of this Order, prima facie, establishes wrongful intention of Noticees to

induce the investors to deal in shares of the Company, by giving them a patently

incorrect picture about the financial status of the Company.

Page 62 of 81

It is noted that the alleged manipulated financial statements of Kore prima facie

operated as a deceit not only upon the shareholders of Kore but also upon investors

and the securities market at large, who were induced to deal in the shares of Kore on

the basis of misleading and incomplete information regarding the financial

performance and position of the Company. The investors dealing in the shares of Kore

were not privy to the actual financial position of Kore and its subsidiaries and

consequently took investment decisions on the basis of prima facie manipulated and

misleading disclosures made by Kore.

Accordingly, I prima facie find that the aforesaid acts of Kore constitute manipulative,

fraudulent and unfair trade practices and a deliberate device, scheme and artifice to

mislead and defraud investors dealing in the shares of Kore by portraying an inflated

and misleading picture of its operational scale, revenue and financial health. By

publishing such misrepresented financial results and annual financial statements

containing prima facie non-genuine and unsupported transactions, Kore failed to

ensure accuracy, completeness and transparency in its disclosures to stock

exchanges and investors. Kore by misutilization of proceeds of preferential issue has

indulged in the act of diversion of funds.

i) In view of the above, I prima facie find that, the acts of Kore was a

deliberate device, scheme, artifice to mislead and defraud investors

dealing in the securities of Kore by portraying an inflated and misleading

picture of its operational scale, revenue and financial statements.

Accordingly, Kore has prima facie violated Regulation 3(b), 3(c), 3(d), 4(1),

Page 63 of 81

4(2)(e), 4(2)(f), 4(2)(k) and 4(2)(r) of the PFUTP Regulations read with

Section 12A(a), 12A(b), and 12A(c) of SEBI Act, 1992.

By publishing such misrepresented financial results and annual financial

statements containing prima facie non-genuine and unsupported

transactions, Kore failed to ensure accuracy, completeness and

transparency in its disclosures to stock exchanges and investors.

Accordingly, Kore is in violation of Regulation 4(1)(c), 4(1)(e), 4(1)(g),

4(1)(h), 4(1)(j) and 4(2)(e)(i) of the LODR Regulations.

The above prima facie acts of violation by Kore have been carried out while Mr.

Ravindra Doshi, Managing Director, Mr. Chaitanya Doshi, Chief Executive Officer and

Ms. Kashmira Doshi, Chief Financial Officer of Kore were in charge of and were

responsible to, the company for the conduct of the business of the company and failed

to perform their duties and obligations as a KMPs of Kore during the said period.

Accordingly, I prime facie find them liable for acts and omissions of Kore in terms of

Section 27 of the SEBI Act. Further, Mr. Ravindra Doshi, Mr. Chaitanya Doshi, and

Ms. Kashmira Doshi are also found to be in violation of Regulation 4(2)(f)(i)(2),

4(2)(f)(ii)(2), (6), (7) and (8), 4(2)(f)(iii) (2), (3), (6), and (7) of the LODR Regulations.

E. NEED FOR INTERIM ORDER

SEBI is mandated to protect the interests of investors and to promote and regulate

the securities market. Where facts and circumstances indicate potential ongoing

harm, information asymmetry, risk of further dissipation/alienation of assets, or

obstruction of verification, SEBI may issue urgent ad‑interim directions pending further

Page 64 of 81 proceedings. Having regard to the prima facie findings recorded in this order, I am of

the considered view that urgent ex parte interim directions are necessary for the

following reasons:

i) In the instant matter, examination has revealed manipulation of books of

accounts, misrepresentation and publication of untrue and misleading financial

statements. Kore engaged in mis-statement of its financials, as the revenue was

primarily derived through subsidiaries and step down subsidiaries, which have

been prima facie found to be non-genuine. These misstatements were done

through non-genuine and fake acquisition of three subsidiaries and step down

subsidiaries.

ii) In order to show better financial position, Kore inflated revenue received from its

clients.

iii) Discrepancies in the bank account statements when compared with the entries in

the books of accounts of Kore also questions the true and fair view of financial

statements disclosed by the Company.

iv) Kore also indulged in mis-utilization of proceeds from preferential issue to entities

who were prima facie found to be fake/non-geunine.

The above prima facie findings of continuing misrepresentation of financial statements

published by the Company, false/forged documents being submitted to SEBI, false

bank books being maintained by Kore, non-submission of information by the

Company/Auditor/directors and misutilization of Preferential issue proceeds are not in

the interest of shareholders of Kore and therefore it is felt that there is a need to issue

suitable interim directions in the matter.

Page 65 of 81

Further, it is also noted that Kore was listed on NSE Emerge on June 14, 2023, and

as per Regulation 277 of SEBI (ICDR) Regulations, 2018, “An issuer, whose

specified securities are listed on a SME Exchange and whose post-issue paid-

up capital is more than ten crore rupees and up to twenty five crore rupees, may

migrate its specified securities to the main board of the stock exchanges if its

shareholders approve such a migration by passing a special resolution through

postal ballot to this effect and if such issuer fulfils the eligibility criteria for listing

laid down by the Main Board”.

As per NSE Circular no. NSE/CML/67671 dated April 24, 2025, the eligibility criteria

for Migration from NSE SME Platform to NSE Main Board inter-alia includes the

following:

Table no. 19

Sr. no

Criteria as circular

per above

Prima Facie findings

Paid-up equity capital is not less than INR 10 crores and Average not be less than INR 100 crores.

capitalization shall

The paid up capital of Kore post listing due to preferential issue was increased to 12 Crore. Further, by making false announcements and false financials, the Company is primafacie maintaining the price of scrip.

The revenue from operations should be greater than INR 100 Cr in the last financial year and should operating operations for at least 2 out 3 financial years.

have positive profit from

The three subsidiaries have contributed to an average 75% of the Consolidated Revenue of Kore for the period F.Y. 2024-25 and F.Y. 2025- 26. If the revenue of its three subsidiaries is excluded for quarter ended June 30, 2025, September 30, 2025 and March 31, 2026 then Kore would be ineligible for migration as the standalone revenue from operations of Kore would be less than INR 100 Crore. For FY 2024-25 where the standalone revenue from operations is more than INR 100 crores, due to inflated revenues. If the said inflated revenue is excluded, then the standalone revenue being less

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Sr. no

Criteria circular

per

above

Prima Facie findings

than 100 crores would prima facie make Kore ineligible for shifting to NSE main board. The above parameters make it ineligible for Kore for migration post completion of 3 years. The consolidation of the revenue from operations of the subsidiaries, were found to be non-genuine, and prima facie inflation of the standalone revenue from operations.

for at least 3 years.

Should have been listed on

Kore was listed on NSE Emerge on June 14, 2023 and was eligible for migration on June 14, 2026.

The aforesaid details also seem to raise doubt that Kore has been prima facie inflating

its revenue to satisfy the criteria of migration to the main board of the Exchange.

Further, there is apprehension that the KMPs may sell the shares to innocent

investors, based on manipulated price of scrip.

In case the company would have presented the real picture of financial statements,

the shareholders would have taken an informed decision and the share price

movement would have been different. From the above, it may be construed that the

shareholders while making the investment decision were not privy to the genuine

financial position of the company and were induced to trade at an unrealistic price

based on the manipulated financial statements of the company. Thus, the Company,

by disclosing false financial performance, has been prima facie influencing the

decision of shareholders trading in shares of Kore. The same has operated as deceit

not only to the company’s shareholders but also to the public being misled about the

financial health of the company.

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Kore, being a listed company, is expected to function in a manner that its utmost

priority is to protect the rights of their stakeholders (including investors, lenders,

customers, and suppliers) and to ensure that they get adequate and accurate

information w.r.t. financial performance/ position of the listed company on a timely

manner by way of quarterly results, annual reports, corporate announcements, etc.

In view of the above, it becomes all the more important for the regulator to step in at

the right time and pass interim directions because if the same is not done, huge losses

may be faced by gullible investors.

In these circumstances, there exists a credible apprehension that advance notice of

proposed regulatory action may enable diversion, destruction or alteration of records

or further obstruction of the investigative process, thereby frustrating effective

regulatory enforcement. Further, it is important to bring the status of examination in

the knowledge of various stakeholders of securities market so that misinformation

does not continue.

In this regard, I deem it appropriate to refer to the judgment of Hon’ble Supreme Court

of India in the matter of N. Narayanan v. Adjudicating Officer, SEBI², wherein while

dealing with the importance of disclosures, issue of market manipulation, following

was inter alia, held by the Hon’ble Court:

“35. .....Securities market is based on free and open access to information, the

integrity of the market is predicated on the quality and the manner on which it is

made available to market. 'Market abuse' impairs economic growth and erodes

²MANU/SC/0426/2013.

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investor's confidence. Market abuse refers to the use of manipulative and

deceptive devices, giving out incorrect or misleading information, so as to

encourage investors to jump into conclusions, on wrong premises, which is known

to be wrong to the abusers...........

43. SEBI, the market regulator, has to deal sternly with companies and their

Directors indulging in manipulative and deceptive devices, insider trading etc. or

else they will be failing in their duty to promote orderly and healthy growth of the

Securities market. Economic offence, people of this country should know, is a

serious crime which, if not properly dealt with, as it should be, will affect not only

country's economic growth, but also slow the inflow of foreign investment by

genuine investors and also casts a slur on India's securities market. Message

should go that our country will not tolerate "market abuse" and that we are

governed by the "Rule of Law". Fraud, deceit, artificiality, SEBI should ensure,

have no place in the securities market of this country and 'market security' is our

motto. People with power and money and in management of the companies,

unfortunately often command more respect in our society than the subscribers and

investors in their companies. Companies are thriving with investors' contributions

but they are a divided lot. SEBI has, therefore, a duty to protect investors, individual

and collective, against opportunistic behavior of Directors and Insiders of the listed

companies so as to safeguard market's integrity.”

While dealing with the objects of disclosure related to the company, the Hon’ble

Securities Appellate Tribunal in the matter of Coimbatore Flavors & Fragrances Ltd.

v. Securities and Exchange Board of India3, inter alia held the following:

“7. .....Undoubtedly, the purpose of these disclosures is to bring about more

transparency in the affairs of the companies. True and timely disclosures by a

company or its promoters are very essential from two angles. Firstly; investors can

take a more informed decision to invest or not to invest in a particular scrip

MANU/SB/0051/2014.

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secondly; the Regulator can properly monitor the transactions in the capital market

to effectively regulate the same.”

F. DIRECTIONS

Keeping in view the aforesaid discussions and after analysing prima facie evidence

available on record about the violations committed by Noticees, I hold that this is a fit

case to exercise powers of passing an interim order, pending conclusion of

investigation, so as to protect the interest of the investors. Accordingly, I, in exercise

of powers conferred upon me under sections 11 (1), 11(4) and 11B read with section

19 of the SEBI Act, hereby by way of the present interim ex-parte order, issue the

following directions, which shall remain in force until further orders:

i) Noticee no.1 shall make true and fair disclosures of their financial statements,

related party transactions and other disclosures in terms of the LODR

Regulations.

ii) Noticee nos. 1 to 4 are hereby restrained from accessing the securities market

by issuing prospectus, offer document or advertisement soliciting money from

the public in any manner.

iii) Noticee nos. 2 to 4 are hereby restrained from buying, selling or dealing in

securities of Kore Digital Limited, either directly or indirectly, in any manner

whatsoever, until further orders;

iv) The Noticees are directed to co-operate with the Investigating Authority (“IA”)

and provide the documents and explanation sought by IA.

v) NSE is directed to not allow migration of Kore to Mainboard from NSE Emerge,

till a clearance is obtained from SEBI.

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SEBI will appoint a forensic auditor to examine the books of accounts of Kore for the

period from date of listing till March 31, 2026.

A detailed investigation by SEBI is required in the instant matter with respect to

violations committed by Noticees and other suspects, including but not limited to the

examination of books of accounts of the company to bring out true and fair picture of

the company’s financials. The same may be completed expeditiously by the

Investigating Authority without being influenced by the findings in this order.

Looking at the prima facie misconduct and dereliction of duties of on the part of the

statutory auditors, a copy of this order shall be forwarded to National Financial

Reporting Authority for appropriate actions, if any, against M/s J N Gupta & Co.,

(Statutory Auditor of Kore); CA Nikhil Gupta, Proprietorship and Bose & Chakraborty

(Statutory Auditors of three subsidiaries and step-down subsidiaries).

This order is without prejudice to the rights of SEBI to take any other action that may

be initiated against Noticees in accordance with law, including but not limited to levy

of penalty and issuance of directions. This order is further without prejudice to the

rights of SEBI to take any action against other persons/entities, not made Noticees in

this order.

The foregoing prima facie observations contained in this Interim Order are made on

the basis of the material available on record. The Noticees may, within 21 days from

the date of receipt of this Order, file their reply/objections, if any, to this Order and may

also indicate whether they desire to avail an opportunity of personal hearing on a date

and time to be fixed in that regard.

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A copy of this order shall be served upon the Noticees, Exchanges, Depositories and

RTAs for necessary action and compliance with the above directions.

PLACE: MUMBAI

KAMLESH Digitally signed by KAMLESH CHANDRA CHANDRA VARSHNEY VARSHNEY Date: 2026.09.17 18:38:00 +05'30'

DATE: SEPTEMBER 17, 2026

KAMLESH CHANDRA VARSHNEY

WHOLE TIME MEMBER

SECURITIES AND EXCHANGE BOARD OF INDIA

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Annexure – A

PROVISIONS OF SECURITIES LAWS REFERRED IN THE ORDER

SEBI Act, 1992

Functions of Board.

Section 11

(1) Subject to the provisions of this Act, it shall be the duty of the Board to protect

the interests of investors in securities and to promote the development of, and to

regulate the securities market, by such measures as it thinks fit.

(4) Without prejudice to the provisions contained in sub-sections (1), (2), (2A) and (3)

and section 11B, the Board may, by an order, for reasons to be recorded in writing,

in the interests of investors or securities market, take any of the following measures,

either pending investigation or inquiry or on completion of such investigation or

inquiry, namely: —

(a) suspend the trading of any security in a recognised stock exchange;

(b) restrain persons from accessing the securities market and prohibit any

person associated with securities market to buy, sell or deal in securities;

organisation from holding such position;

(d) impound and retain the proceeds or securities in respect of any

transaction which is under investigation;

(e) attach, for a period not exceeding ninety days, bank accounts or other

property of any intermediary or any person associated with the securities

market in any manner involved in violation of any of the provisions of this

Act, or the rules or the regulations made thereunder:

Provided that the Board shall, within ninety days of the said attachment,

obtain confirmation of the said attachment from the Special Court,

established under section 26A, having jurisdiction and on such confirmation,

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such attachment shall continue during the pendency of the aforesaid

proceedings and on conclusion of the said proceedings, the provisions of

section 28A shall apply:

Provided further that only property, bank account or accounts or any

transaction entered therein, so far as it relates to the proceeds actually

involved in violation of any of the provisions of this Act, or the rules or the

regulations made thereunder shall be allowed to be attached;

(f) direct any intermediary or any person associated with the securities

market in any manner not to dispose of or alienate an asset forming part of

any transaction which is under investigation:

Provided that the Board may, without prejudice to the provisions contained

in sub-section (2) or sub-section (2A), take any of the measures specified in

clause (d) or clause (e) or clause (f), in respect of any listed public company

or a public company (not being intermediaries referred to in section 12)

which intends to get its securities listed on any recognised stock exchange

where the Board has reasonable grounds to believe that such company has

been indulging in insider trading or fraudulent and unfair trade practices

relating to securities market:

Provided further that the Board shall, either before or after passing such

orders, give an opportunity of hearing to such intermediaries or persons

concerned.

Power to issue directions and levy penalty.

Section 11B

(1) Save as otherwise provided in section 11, if after making or causing to be made

an enquiry, the Board is satisfied that it is necessary, —

(i) in the interest of investors, or orderly development of securities market; or

(ii) to prevent the affairs of any intermediary or other persons referred to in section

12 being conducted in a manner detrimental to the interest of investors or

securities market; or

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(iii) to secure the proper management of any such intermediary or person, it may

issue such directions, —

(a) to any person or class of persons referred to in section 12, or associated

with the securities market; or

(b) to any company in respect of matters specified in section 11A, as may

be appropriate in the interests of investors in securities and the securities

market.

Explanation. — For the removal of doubts, it is hereby declared that the power to

issue directions under this section shall include and always be deemed to have been

included the power to direct any person, who made profit or averted loss by indulging

in any transaction or activity in contravention of the provisions of this Act or

regulations made thereunder, to disgorge an amount equivalent to the wrongful gain

made or loss averted by such contravention.

Prohibition of manipulative and deceptive devices, insider trading and

substantial acquisition of securities or control.

Section 12A

Section 12A of the SEBI Act, 1992, inter alia, provides as under:

“No person shall directly or indirectly—

(a) use or employ, in connection with the issue, purchase or sale of any securities

listed or proposed to be listed on a recognised stock exchange, any manipulative or

deceptive device or contrivance in contravention of the provisions of this Act or the

rules or the regulations made thereunder;

(b) employ any device, scheme or artifice to defraud in connection with issue or

dealing in securities which are listed or proposed to be listed on a recognised stock

exchange;

as fraud or deceit upon any person, in connection with the issue, dealing in securities

which are listed or proposed to be listed on a recognised stock exchange, in

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contravention of the provisions of this Act or the rules or the regulations made

thereunder.”

Delegation.

Section 19.

The Board may, by general or special order in writing delegate to any member, officer

of the Board or any other person subject to such conditions, if any, as may be specified

in the order, such of its powers and functions under this Act (except the powers under

section 29) as it may deem necessary.

Contravention by companies

Section 27(1)

Where [a contravention of any of the provisions of this Act or any rule, regulation,

direction or order made thereunder] has been committed by a company, every

person who at the time the [contravention] was committed was in charge of, and

was responsible to, the company for the conduct of the business of the company,

as well as the company, shall be deemed to be guilty of the [contravention] and

shall be liable to be proceeded against and punished accordingly:

Provided that nothing contained in this sub-section shall render any such person

liable to any punishment provided in this Act, if he proves that the [contravention]

was committed without his knowledge or that he had exercised all due diligence to

prevent the commission of such [contravention].

SEBI (Prohibition of Fraudulent and Unfair Trade Practices relating to Securities Market) Regulations, 2003

Regulation 3

“No person shall directly or indirectly—

(a) buy, sell or otherwise deal in securities in a fraudulent manner;

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(b) use or employ any device, scheme or artifice to defraud in connection with dealing

in or issue of securities which are listed or proposed to be listed on a recognised

stock exchange;

as fraud or deceit upon any person in connection with any dealing in or issue of

securities which are listed or proposed to be listed on a recognised stock exchange;

(d) engage in any act or practice which is fraudulent or deceptive or is likely to

manipulate the price of any security listed or proposed to be listed on a recognised

stock exchange.”

Regulation 4(1)

“Without prejudice to the provisions of regulation 3, no person shall indulge in a

fraudulent or an unfair trade practice in securities.”

Explanation: For the removal of doubts, it is clarified that any act of diversion,

misutilisation or siphoning off assets or earnings of a company whose securities are

listed or any concealment of such act or device to manipulate the books of accounts

or financial statements of such company that would directly or indirectly manipulate

the price of securities of that company shall be and shall always be deemed to have

been considered as manipulative, fraudulent and an unfair trade practice in the

securities market.

(2) Dealing in securities shall be deemed to be a manipulative fraudulent or an unfair

trade practice if it involves any of the following: —

(e) any act or omission amounting to manipulation of the price of a security, including

influencing or manipulating the reference price or benchmark price of any security;

(f) Knowingly publishing or causing to publish, or reporting or causing to report, by a

person dealing in securities, any information relating to securities, including financial

results, financial statements, mergers and acquisitions, and regulatory approvals

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which is not true or which he does not believe to be true, prior to or in the course of

dealing in securities;

(k) disseminating information or advice through any media, whether physical or

digital, which the disseminator knows to be false or misleading in a reckless or

careless manner and which is designed to, or likely to influence the decision of

investors dealing in securities;

(r) knowingly planting false or misleading news which may induce the sale or

purchase of securities.”

SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

Regulation 4 – Principles Governing Disclosures and Obligations

Regulation 4(1) provides that:

“(1) The listed entity shall make disclosures and abide by its obligations under these

regulations, in accordance with the following principles:

information provided to recognised stock exchange(s) and investors is not

misleading.

(e) The listed entity shall ensure that disseminations made under provisions of

these regulations and circulars made thereunder, are adequate, accurate, explicit,

timely and presented in a simple language.

(g) The listed entity shall abide by all the provisions of the applicable laws including

the securities laws.

(h) The listed entity shall make the specified disclosures and follow its obligations

in letter and spirit taking into consideration the interest of all stakeholders.

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(j) The listed entity shall provide adequate and timely information to recognised

stock exchange(s) and investors.”

Regulation 4(2) provides that:

(2) The listed entity which has listed its specified securities shall comply with the

corporate governance provisions as specified in chapter IV which shall be

implemented in a manner so as to achieve the objectives of the principles as

mentioned below

(e) Disclosure and transparency: The listed entity shall ensure timely and accurate

disclosure on all material matters including the financial situation, performance,

ownership, and governance of the listed entity, in the following manner:

(i) Information shall be prepared and disclosed in accordance with the prescribed

standards of accounting, financial and non-financial disclosure.

(f) Responsibilities of the board of directors: The board of directors of the listed

entity shall have the following responsibilities:

(i) Disclosure of information:

(2) The board of directors and senior management shall conduct themselves

so as to meet the expectations of operational transparency to stakeholders

while at the same time maintaining confidentiality of information in order to

foster a culture of good decision-making.

(ii) Key functions of the board of directors:

(2) Monitoring the effectiveness of the listed entity’s governance practices and

making changes as needed.

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(6) Monitoring and managing potential conflicts of interest of management,

members of the board of directors and shareholders, including misuse of

corporate assets and abuse in related party transactions.

(7) Ensuring the integrity of the listed entity reporting systems, including the

independent audit, and that appropriate systems of control are in place, in

particular, systems for risk management, financial and operational control, and

compliance with the law and relevant standards.

(8) Overseeing the process of disclosure and communications

(iii) Other responsibilities:

(2) The board of directors shall set a corporate culture and the values by which

executives throughout a group shall behave.

(3) Members of the board of directors shall act on a fully informed basis, in good

faith, with due diligence and care, and in the best interest of the listed entity and

the shareholders.

(6) The board of directors shall maintain high ethical standards and shall take

into account the interests of stakeholders.

(7) The board of directors shall exercise objective independent judgement on

corporate affairs.

Indian Accounting Standards (Ind AS)

Ind AS 115

Para 53: An entity shall estimate an amount of variable consideration by using either

of the following methods, depending on which method the entity expects to better

predict the amount of consideration to which it will be entitled:

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(a) The expected value—the expected value is the sum of probability-weighted

amounts in a range of possible consideration amounts. An expected value may be

an appropriate estimate of the amount of variable consideration if an entity has a

large number of contracts with similar characteristics.

(b) The most likely amount—the most likely amount is the single most likely amount

in a range of possible consideration amounts (ie the single most likely outcome of

the contract). The most likely amount may be an appropriate estimate of the amount

of variable consideration if the contract has only two possible outcomes (for example,

an entity either achieves a performance bonus or does not).

Para 56: An entity shall include in the transaction price some or all of an amount of

variable consideration estimated in accordance with paragraph 53 only to the extent

that it is highly probable that a significant reversal in the amount of cumulative

revenue recognised will not occur when the uncertainty associated with the variable

consideration is subsequently resolved.

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