Directors Report of Coreintegra Consulting Services Ltd.

The Directors of Coreintegra Consulting Services Limited (“Company”) are pleased to present
the 17^th (Seventeenth) Annual Board’s Report on the business and operations of the Company
together with the Audited Financial Statements (Standalone and Consolidated) for the financial
year ended 31^st March, 2026 (“the financial year” or “year”) and on the state of affairs of the
Company.

1. INTRODUCTION

Coreintegra Consulting Services Limited was established with the vision of enabling
organizations to navigate India''s dynamic regulatory and employment landscape through
integrated compliance and business support solutions. Over the years, the Company has
emerged as a trusted partner for businesses by delivering technology enabled and process
driven services across statutory compliance, labour law advisory, payroll processing, human
resource operations, employee benefits administration, staffing and workforce management,
and allied business support services.

During the financial year 2025-26, the Company continued to strengthen its operational
capabilities, enhance its service offerings and reinforce its governance framework while
maintaining a strong focus on customer satisfaction, innovation and regulatory compliance.
The Company''s continued emphasis on operational excellence and technology driven
solutions has enabled it to deliver value added services to a diversified client base across
multiple industries.

A significant milestone achieved during the year was the successful filing of the Draft Red
Herring Prospectus (DRHP) with the NSE Emerge Platform in connection with the Company''s
proposed Initial Public Offering (IPO). This marks an important step in the Company''s growth
journey and reflects its commitment to strengthening corporate governance, enhancing
transparency and creating long-term value for its stakeholders. The Board believes that this
will further augment the Company''s growth opportunities, improve its market visibility and
provide a strong platform for sustainable expansion.

Going forward, the Company remains committed to leveraging technology, expanding its
service portfolio, strengthening client relationships and pursuing responsible and sustainable
business practices while upholding the highest standards of ethics, transparency and
governance.

2. FINANCIAL PERFORMANCE

The Company’s financial performance for the year ended on 31^st March, 2026 along with
previous year’s figures is given hereunder:

3. OPERATIONS AND STATE OF COMPANY’S AFFAIRS

Standalone:

The standalone operating revenue including other income of the Company for the year under
review was INR 51,562.50 lakhs against INR 40,401.94 lakhs in the previous year. Standalone
net profit after tax for the year under review stood at INR 344.13 lakhs as against net profit
after tax of INR 327.89 lakhs in the previous year.

Consolidated:

The consolidated operating revenue including other income of the Company for the year under
review was INR 51,629.90 lakhs against INR 40,439.60 lakhs in the previous year.
Consolidated net profit after tax for the year under review stood at INR 449.30 lakhs as against
net profit after tax of INR 376.93 lakhs in the previous year.

During the year under review, the Company undertook various strategic initiatives in
connection with its proposed Initial Public Offering on NSE Emerge, including strengthening
its governance framework, capital structure and internal processes to align with the applicable
regulatory requirements.

4. CHANGE IN NATURE OF COMPANY’S BUSINESS:

The Company continues to operate in the same line of business, and there was no material
change in the nature of the business of the Company during the year.

5. DIVIDEND

With a view to conserve the resources, the Board does not recommend any dividend for the
financial year ended 31^st March, 2026.

6. TRANSFER TO RESERVES

As permitted under the Act, the Board does not propose to transfer any amount out of profits
to the reserves.

7. DEPOSITS

The Company has not accepted or renewed any amount falling within the purview of provisions
of Section 73 of the Act read with the Companies (Acceptance of Deposit) Rules, 2014 during
the year under review. Hence, the requirement for furnishing of details relating to deposits
covered under Chapter V of the Act or the details of deposits which are not in compliance with
the Chapter V of the Act is not applicable.

8. STANDALONE AND CONSOLIDATED FINANCIAL STATEMENT

Coreintegra Global Services Private Limited (“CGSPL”) is wholly owned subsidiary of the
Company and hence the accounts of CGSPL are consolidated with the accounts of the
Company in accordance with the provisions of Accounting Standard on Consolidated Financial
Statements issued by the Institute of Chartered Accountants of India, Companies Act, 2013
read with Schedule III of the Act and Rules made thereunder and other accounting principles,
if any. The audited financial statements of the Company furnished herewith, both on
standalone and consolidated basis, for the financial year ended 31^st March, 2026, along with
ail relevant documents and the Auditors’ Report thereon forms part of this Annual Report.

9. SHARE CAPITAL

In order to support the Company’s future capital raising requirements, the Members of the
Company, in their meeting held on 15^th May, 2025, approved an increase in the Authorised
Share Capital of the Company from Rs. 5,00,000/- (Rupees Five Lakhs only) divided into
50,000 Equity Shares of Rs. 10/- each to Rs. 25,00,00,000/- (Rupees Twenty-Five Crores only)
divided into 2,50,00,000 Equity Shares of Rs. 10/- each. Consequent thereto, the
Memorandum of Association of the Company was altered to reflect the revised Authorised
Share Capital. The Members also approved amendments to the Articles of Association of the
Company to align them with the Company''s present and future business and governance
requirements.

Subsequently, the Members of the Company, in their meeting held on 1^st August, 2025,
approved the issue of Bonus Equity Shares to the existing equity shareholders in the ratio of
500:1, i.e., 500 fully paid-up equity shares of Rs. 10/- each for every 1 fully paid-up equity
share of Rs. 10/- each held, from the Company''s free reserves, securities premium, and other
permissible reserves, in accordance with the applicable provisions of the Companies Act, 2013
and the Articles of Association of the Company. Consequently, the paid-up equity share capital
of the Company stood increased from Rs. 1,53,050/- (Rupees One Lakh Fifty-Three Thousand
and Fifty only) divided into 15,305 equity shares of Rs. 10/- each to Rs. 7,66,78,050/- (Rupees
Seven Crores Sixty-Six Lakhs Seventy-Eight Thousand & Fifty only) divided into 76,67,805
equity shares of Rs. 10/- each.

The Company has not issued any equity shares on rights basis, preferential basis or Private
placement basis during the year under review.

DISCLOSURE UNDER SECTION 43(a)(ii) OF THE COMPANIES ACT. 2013

The Company has not issued any shares with differential rights and hence no information as
per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share
Capital and Debentures) Rules, 2014 is furnished.

DISCLOSURE UNDER SECTION 54(1 Kd) OF THE COMPANIES ACT. 2013

The Company has not issued any sweat equity shares during the year under review and hence
no information as per provisions of Section 54(1 )(d) of the Act read with Rule 8(13) of the
Companies (Share Capital and Debenture) Rules, 2014 is furnished.

DISCLOSURE UNDER SECTION 62(1)0)1 OF THE COMPANIES ACT. 2013

The Company has not issued equity shares under Employee Stock Option Scheme during the
year under review and hence no information as per provisions of Section 62(1 )(b) of the Act
read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014 is
furnished.

DISCLOSURE UNDER SECTION 67(31 OF THE COMPANIES ACT. 2013

The Company has not issued shares to employees under a scheme and hence no information
as per provisions of Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital
and Debentures) Rules, 2014 is furnished.

10. PROPOSED INITIAL PUBLIC OFFER OF THE COMPANY

As part of its proposed Initial Public Offering (IPO), the Board of Directors, at its meeting held
on 5^th September, 2025, approved the Draft Red Herring Prospectus (DRHP). Subsequently,
the Company received the in-principle approval from NSE Emerge on 16^,h December, 2025 for
the proposed listing of its equity shares. The Company continues to undertake the necessary
actions for completion of the proposed public issue, subject to receipt of the remaining
regulatory approvals and fulfilment of applicable statutory requirements.

11. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of Directors comprises distinguished professionals of proven integrity and
competence, who provide strategic direction, guidance and leadership to the Company. As on
31^st March, 2026, the Board of Directors of the Company comprised 8 (eight) Directors,
including 7 (seven) Non-Executive Directors, of whom 1 (one) is a Woman Director and 4 (four)
Independent Directors. The composition is in compliance with the provisions of the Act. During
the year under review, the Non-Executive Directors of the Company had no pecuniary
relationship or transactions with the Company. None of the Directors of the Company are
disqualified as on 31^st March, 2026, from being appointed as a Director under Section 164 of
the Act. The Directors have made the requisite disclosures as required under the provisions of
section 164 and 184 of the Companies Act, 2013.

Changes in Board of Directors:

During the year under review, the following changes have been made to the Board of Directors
and the Key Managerial Personnel of the Company:

• In accordance with the provisions of the Companies Act, 2013 and recommendation of
the Nomination and Remuneration Committee, the Members, at their Annual General
Meeting held on 1^st August, 2025, regularized the appointment of Mr. Manav
Ravindranath Dhanda (DIN: 06627413), Dr. Sanjeev KumarChauhan (DIN: 10259791)
and Mr. Rajeshwar Tripathi (DIN: 06734734), who were appointed as Additional
Directors under Non-Executive Independent Directors Category of the Company for a

term of five consecutive years, effective from their original date of appointment, i.e.,
27^th March, 2025.

• The Members of the Company at the Annual General Meeting held on 1^st August, 2025
also appointed Mr. Amitava Ghosh (DIN: 09293317), as the Non-Executive
Independent Director of the Company for a term of five consecutive years, effective
from 1^st August, 2025. The appointment was recommended by the Nomination and
Remuneration Committee and the Board of Directors; considering his expertise and
experience.

• Mr. Sriram Natarajan (DIN: 00013843) who was liable to retire by rotation at the 16^th
Annual General Meeting was re-appointed by the Members.

Retirement by Rotation and subsequent re-appointment:

In accordance with the provisions of Section 152 and other applicable provisions, if any, of the
Act read with the Rules made thereunder and the Articles of Association of the Company, Mrs.
Sangeetha Sriram (DIN: 02103165) is liable to retire by rotation at the ensuing 17^th Annual
General Meeting and being eligible has offered herself for re-appointment. A resolution seeking
Members’ approval for her re-appointment along with other required details forms part of the
Notice of the Annual General Meeting.

Declaration from Independent Directors:

The Company has received requisite declarations from all the Independent Directors of the
Company confirming that they meet the criteria of independence prescribed under Section 149
and 150 of the Act read with Rules made thereunder and such other applicable provisions and
have complied with the Code for Independent Directors prescribed in Schedule IV to the Act.
Further, the Independent Directors have also confirmed that they are not aware of any
circumstance or situation that exists or may be reasonably anticipated that could impair or
impact their ability to discharge their duties with an objective independent judgment and
without any external influence. The Board has taken on record the said declarations submitted
by the Independent Directors after undertaking due assessment of the veracity of the same.
The Board affirms that the Company’s Independent Directors meet the criteria prescribed
under the Regulations and remain independent from the management. In the opinion of the
Board, the Independent directors possess necessary integrity, expertise and experience
including the proficiency to act as an independent directors of the Company. Additionally, the
Independent Directors have confirmed their registration with the Independent Directors’
Database maintained by the Indian Institute of Corporate Affairs.

During the year under review, the Non-Executive Directors of the Company had no pecuniary
relationship or transactions with the Company, other than sitting fees, commission and
reimbursement of expenses, if any. Pursuant to the provisions of Section 203 of the Act, Mr.
Mahesh Krishnamoorthy, Managing Director, Mr. Pallav Jain, Chief Financial Officer and Mr.
Vinay Vishnu Kadam, Company Secretary and Compliance Officer are the Key Managerial
Personnels (“KMPs”) of the Company as on March 31,2026.

12. FAMILIARIZATION PROGRAM FOR THE INDEPENDENT DIRECTORS

The Company has in place a Familiarization Program for its Independent Directors to acquaint
them with the Company, their roles and responsibilities, the business model, operational

aspects and governance framework of the Company. Through this program, the Independent
Directors are provided with relevant information and insights to enable them to gain a
comprehensive understanding of the Company''s business and to contribute effectively to the
Board and its Committees. Details of the Familiarization Program for Independent Directors
are also disclosed on the Company’s website and can be accessed by clicking:
https://www.coreintegra.com/wp-content/uploads/2026/05/Familiarization-Programmes-to-
independent-directors.pdf

13. BOARD EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance, board
committees and individual directors pursuant to the provisions of the Companies Act, 2013,
rules, schedules thereunder and any other applicable laws, rules and regulations, if any.

The performance of the Board was evaluated by the Board after seeking inputs from all the
Directors on the basis of criteria such as the board composition and structure, effectiveness of
board processes, information and functioning, etc. The performance of the Committees was
evaluated by the Board after seeking inputs from the Committee Members on the basis of
criteria such as the composition of committees, effectiveness of committee meetings, etc. In a
separate meeting of Independent Directors, performance of Non-Independent Directors, the
Board as a whole and Chairman of the Company was evaluated, taking into account the views
of Executive and Non-Executive Directors.

The Board and the Nomination and Remuneration Committee (“NRC”) reviewed the
performance of individual directors on the basis of criteria such as contribution of the individual
director to the Board and Committee meetings like preparedness on the issues to be
discussed, meaningful and constructive contribution and inputs in meetings, etc. At the Board
meeting that followed the meeting of the Independent Directors and meeting of NRC, the
performance of the Board, its Committees and individual directors was also discussed.
Performance evaluation of Independent Directors was done by the entire Board.

The overall outcome of the Board evaluation process was positive and the directors expressed
satisfaction with the performance and effectiveness of the Board, its Committees and Individual
Directors.

14. POLICY ON BOARD DIVERSITY AND REMUNERATION

The Company has adopted the following policies:

i. Policy on Board Diversity including the criteria for determining qualifications, positive

attributes, independence of a director and other matters which is available on the Company''s
website at: https://www.coreintegra.com/wp-content/uploads/2025/08/POLICY-TO-

PROMOTE-DIVERSITY-ON-THE-BOARD-OF-DIRECTORS.pdf

ii. The policy on remuneration and other matters provided in Section 178(3) of the Act is
available on the Company’s website at: https://www.coreintegra.com/wp-
content/uploads/2025/07/NOMINATION-AN D-REMUNERATION-POLICY.pdf

The Board met 6 (six) times during the financial year ended 31^st March, 2026. The necessary
quorum was present for all the meetings. The maximum interval between any two meetings
did not exceed 120 days, as prescribed under Section 173 of the Companies Act, 2013. Details
of Board meetings and attendance details of directors are mentioned below:

16. MEETINGS OF THE MEMBERS

17. COMMITTEES & ITS MEETINGS

During the year under review, the following Committees of the Board were in operation to assist
the Board in discharging its governance and oversight responsibilities:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

4. Finance Committee

5. Initial Public Offering Committee

The Board by passing resolutions in its meeting held on 28^th July, 2025 constituted the
Stakeholders Relationship Committee and Initial Public Offering Committee under the
provisions of the Act.

The Audit Committee of the Company is duly constituted in accordance with provisions of
Section 177 of the Companies Act, 2013, rules made thereunder and any other applicable
laws, rules and regulations for the time being in force, if any.

Composition, Meeting and attendance:

The Committee is chaired by an Independent Director and meets the composition
requirements prescribed under the Act. All the Members of the Audit Committee possess
strong accounting and financial management expertise. The Company Secretary acts as the
Secretary to the Audit Committee. The necessary quorum was present for the aforesaid
meetings. The maximum interval between any two Audit Committee meetings did not exceed
120 days. The previous AGM of the Company was attended by Chairman of the Audit
Committee.

The Committee operates undera defined charter which inter alia, includes responsibilities such
as review of financial statements, recommendation of appointment of auditors, evaluation of
internal financial controls and risk management systems, and oversight of related party
transactions and whistle-blower mechanisms. The Committee invites executives, as it
considers appropriate, representatives of the statutory auditors and the internal auditors to
participate in its meetings.

2. Nomination and Remuneration Committee

The Nomination and Remuneration Committee (“NRC”) of the Company is duly constituted in
accordance with provisions of Section 178 of the Companies Act, 2013, rules made thereunder
and any other applicable laws, rules and regulations, if any. The Chairperson of the NRC is an
Independent Director, and the composition of the NRC is in accordance with the applicable
statutory requirements.

Composition, Meeting and attendance:

The necessary quorum was present for the aforesaid meetings.

Extract of terms of reference: The terms of reference of the NRC inter alia, include:

• formulation of criteria for appointment and remuneration of Directors, Key Managerial
Personnel and Senior Management,

• evaluation of performance of the Board and its members,

• Board diversity, succession planning, and ensuring alignment of remuneration practices
with the Company’s objectives and performance benchmarks.

Other details:

• The Company does not have any employee stock option scheme.

• The previous AGM of the Company was attended by the authorized member of the
committee pursuant to the authorization given by the Chairperson of the NRC.

Performance Evaluation Criteria for Independent Directors:

The performance evaluation criteria for Independent Directors is determined by the NRC. An
indicative list of factors on which evaluation was carried out includes participation and
contribution by a director, commitment, effective deployment of knowledge and expertise,
integrity and maintenance of confidentiality, and independence of behaviour and judgement.
The annual Board evaluation process provided constructive feedback and highlighted
continued improvement in effectiveness, engagement and quality of interaction with the
management. The Board remains committed to acting on evaluation outcomes, strengthening
governance standards and oversight processes. These efforts are aimed at supporting
sustained long-term value creation for the Company.

Remuneration Policy:

Remuneration policy of the Company is designed to create a high-performance culture. It
enables the Company to attract, retain and motivate employees to achieve results. The
Company pays remuneration by way of salary, benefits, perquisites and allowances (fixed
component) and variable component to its Managing Director. Annual increments are
recommended by the NRC within the salary scale approved by the Board and Members and
are effective April 1, each year.

The Board of Directors, on the recommendation of the NRC, decides the incentive payable to
the Managing Director out of the profits for the financial year and within the ceilings prescribed
under the Act, based on the Board evaluation process considering the criteria such as the
performance of the Company as well as that of the Managing Director.

The Company pays sitting fees of INR 15,000/- per meeting to its Independent Directors for
attending meetings of the Board and meetings of committees of the Board. The Company also
reimburses the out-of-pocket expenses incurred by the Independent Directors for attending the
meetings. The Remuneration Policy can be accessed: https://www.coreinteqra.com/wp-
content/uploads/2025/07/NOMINATION-AND-REMUNERATION-PQLICY.pdf

3. Stakeholders'' Relationship Committee

During the year under review, the Board constituted the Stakeholders'' Relationship Committee
(SRC) in accordance with the provisions of Section 178 of the Companies Act, 2013, rules

made thereunder and any other applicable laws, rules and regulations, if any. The Committee
has been entrusted with overseeing and resolving investor grievances, monitoring share
transfer and allied matters, and ensuring effective stakeholder and investor relations.

Composition, Meeting and attendance:

The necessary quorum was present for the aforesaid meeting. The previous AGM of the
Company was attended by Chairman of the SRC.

Extract of terms of reference: The terms of reference of the SRC inter alia, include:

• oversees the redressal of security holders'' grievances,

• reviews matters relating to transfer and transmission of securities, issue of duplicate share
certificates,

• dematerialization and rematerialization of shares,

• monitors investor services rendered by the Registrar and Share Transfer Agent, and

• ensures timely resolution of investor queries and effective stakeholder engagement.

Name, designation and address of Compliance Officer

Name : Vinay Vishnu Kadam

Designation : Company Secretary and Compliance Officer

Address 1^st Floor, 106,107,112, Swastik Chambers, Swastik Park, SG BarveMarg,

Chembur, Mumbai -400071

Details of investor complaints received and redressed during the financial year are as follows:

Details of Registrar and Transfer Agent (For share related queries)

Name : Purva Sharegistry (India) Private Limited

CIN : U67120MH1993PTC074079

Address : 9, Shiv Shakti Industrial Estate, J. R. Boricha Marg,

Lower Parel, (East) Mumbai 400011, Maharashtra, India
Telephone : 91-02249614132

E-mail : [email protected]

Investors Grievance Email id : [email protected]

Contact person : Ms. Deepali Dhuri

Website : www.purvashare.com

SEBI Registration No. : INR000001112

PAN : AAACP4924D

Lodging of complaint through various designated portals/forums:

SEBI Complaints Redress System (SCORES) Website: https://scores.sebi.gov.in/

4. Finance Committee

The finance committee of the Company is duly constituted to enhance oversight, expedite
financial decision-making, and provide focused review and recommendations on important
financial transactions and arrangements.

Composition, Meeting and attendance:

The necessary quorum was present for the aforesaid meetings.

The powers delegated to the Finance Committee, inter alia, include:

• to borrow monies,

• invest surplus funds,

• grant loans, guarantees or security,

• open, close and operate bank accounts,

• authorize execution of financing and security documents, and

• undertake all such acts, deeds and matters as may be necessary in connection therewith,
within the limits approved by the Board/shareholders and in compliance with the applicable
provisions of law.

5. Initial Public Offer Committee

In view of the Company''s proposed Initial Public Offering (IPO), the Board constituted the IPO
Committee to oversee and facilitate the IPO process. The Committee has been entrusted with
implementing the decisions of the Board in relation to the proposed public issue, coordinating
with intermediaries, regulatory authorities and other stakeholders, and undertaking such acts,
deeds and matters as may be necessary for the successful execution of the IPO process.

Composition. Meeting and attendance:

The necessary quorum was present for the aforesaid meeting.

Extract of terms of reference: The terms of reference of the committee inter alia, include:

• overseeing and facilitating all matters relating to the proposed Initial Public Offering of the
Company.

• reviewing and approving offer-related documentation,

• coordinating with merchant bankers, legal counsel, registrars and other intermediaries,
liaising with regulatory authorities and stock exchanges,

• monitoring the progress of the IPO process, and

• exercising such powers as may be delegated by the Board from time to time for ensuring
timely and efficient implementation of the proposed public issue.

18. COMPLIANCE OF SECRETARIAL STANDARDS OF ICSI

The Company has devised proper systems to ensure compliance with the provisions of all
applicable Secretarial Standards issued by the Institute of Company Secretaries of India and
that such systems are adequate and operating effectively. Your Company has complied with
the applicable Secretarial Standards, issued by the Institute of Company Secretaries of India,
during the period under review.

19. DIRECTORS’ RESPONSIBILITY STATEMENT

As stipulated under the provisions contained in Section 134(3)(c) read with Section 134(5) of
the Companies Act, 2013, (“the Act”), the Board of Directors, to the best of its knowledge and
belief and according to the information and explanations obtained by it, hereby states that:

i. In the preparation of the annual accounts for the financial year ended 31^st March, 2026,
the applicable accounting standards have been followed along with proper explanation
relating to material departures, if any;

ii. The Directors had selected such accounting policies and applied them consistently and
made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the Company as at 31^st March, 2026 and of the profit of
the Company for that period;

iii. The Directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act, 2013 for
safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities;

iv. The Directors had prepared the annual accounts on a ‘going concern’ basis;

v. The Directors had laid down internal financial controls to be followed by
the Company and that such internal financial controls are adequate and were operating
effectively

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

20. STATUTORY AUDITORS

In terms of provisions of Section 139 of the Companies Act, 2013 read with the Companies
(Audit and Auditors) Rules, 2014, M/s. Sampat & Mehta LLP, Chartered Accountants, Mumbai
(Firm Registration No. 109031W) were appointed as the Statutory Auditors of the Company,

at the Annual General Meeting of the members of the Company held on 30^,h September, 2022
for a period of 5 (five) consecutive financial years commencing from 1^st April, 2022 to 31^st
March, 2027, to hold office from the conclusion of that Annual General Meeting till the
conclusion of the 18^th Annual General Meeting of the Company to be held in the year 2027.
Details of the remuneration paid to the Statutory Auditors, during the financial year are
disclosed in the Note no. 26(a) of notes to the financial statements of Company, forming part
of the Annual Report.

21. AUDITORS’ QUALIFICATION, RESERVATION OR ADVERSE REMARK

The notes on Financial statements referred to in the Auditors’ Report are self-explanatory and
do not call for any further comments. The Auditors’ Report does not contain any qualification,
reservation, or adverse remark. The report is enclosed with the financial statements. During
the year under review, the Statutory Auditors of the Company have not reported any fraud to
the Audit Committee committed by its officers or employees as specified under Section 143(12)
of the Companies Act, 2013.

22. COST RECORDS AND COST AUDIT

The provisions with respect to maintenance of cost records as specified by the Central
Government under sub-section (1) of Section 148 of the Companies Act, 2013 are not
applicable to the Company. The provisions with respect to appointment of Cost Auditor are not
applicable to the Company.

23. INTERNAL AUDITOR

Pursuant to the provisions of Section 138 of the Act read with Rules made thereunder and
based on recommendations of the Audit Committee, the Board by passing resolution in its
meeting held on 15^th May, 2025, re-appointed M/s. Paresh Tanavade & Co., Chartered
Accountants, Mumbai, (Firm Reg. No.: 135985W) as Internal Auditor of the Company for the
financial year 2025 -26.

24. DETAILS OF LOANS AVAILED FROM DIRECTORS OR THEIR RELATIVES

During the year under review, the Company had availed a loan from its Managing Director
which was accompanied by a declaration in writing confirming that the said amount was not
provided out of borrowed funds, in accordance with Rule 2(1 )(c)(viii) of the Companies
(Acceptance of Deposits) Rules, 2014. The details of the said loan are disclosed in Note No.
37(B) of the standalone financial statements and as summarized below. The said loan was
fully repaid during the year.

Except as stated above, the Company has not accepted any other loans or advances from its
directors or their relatives. Accordingly, no other disclosure is required under Rule 2(1 )(c)(viii)
of the Companies (Acceptance of Deposits) Rules, 2014.

25. PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF
THE COMPANIES ACT, 2013

The particulars of loans, guarantees and investments covered under Section 186 of the
Companies Act, 2013 are disclosed in the notes forming part of the financial statements. During
the year under review, the Company did not make any investment or provide any security
under the said provisions.

26. PARTICULARS OF EMPLOYEES

Provisions of Section 197(12) of the Companies Act, 2013 and Rule 5 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 thereunder, are not
applicable to the Company.

27. INTERNAL FINANCIAL CONTROLS

Pursuant to Rule 8(5)(viii) of the Companies (Accounts) Rules, 2014, the Company has
established adequate Internal Financial Controls with reference to the financial statements.
The Company has an internal control system commensurate with the size, scale and
complexity of its business operations. These controls are designed to provide reasonable
assurance regarding the orderly and efficient conduct of business, safeguarding of assets,
prevention and detection of frauds and errors, accuracy and completeness of accounting
records, reliability of financial reporting and timely preparation of financial information, as well
as compliance with applicable laws, regulations and internal policies.

The Company has appointed M/s. Paresh Tanavade & Co., Chartered Accountants, Mumbai,
(Firm Reg. No.: 135985W) to conduct the internal audit of the Company''s operations. The
scope, coverage and functioning of the Internal Audit are periodically reviewed by the Audit
Committee. The Audit Committee and the Board periodically review the Internal Audit Reports,
consider the observations and recommendations made therein and monitor the
implementation of corrective actions. The Internal Audit function also evaluates the adequacy
and effectiveness of internal controls, identifies opportunities for process improvements and
assists the management in strengthening governance, systems and business processes.

Pursuant to Section 143(3)(i) of the Companies Act, 2013, the Statutory Auditors have reported
on the adequacy and operating effectiveness of the Company''s Internal Financial Controls
over Financial Reporting. The Statutory Auditors have expressed an unmodified opinion that
the Company has, in all material respects, adequate Internal Financial Controls over Financial
Reporting and that such controls were operating effectively during the financial year. No
material weakness or significant deficiency in the Internal Financial Controls over Financial
Reporting has been reported by the Statutory Auditors.

28. RISK MANAGEMENT POLICY

An exercise is regularly carried out to identify, evaluate, manage and monitor both business
and non-business risk. The Board periodically reviews the risk assessment parameters and
suggests steps to be taken to control and mitigate the same through a properly defined
framework. The Audit Committee has additional oversight in the area of financial risks and
controls. The Board of Directors oversees the framing, implementation, and periodic review of
the Risk Management Policy. By proactively managing risks and identifying opportunities
arising from uncertainty, the Company aims to support its long-term sustainability and growth.

Robust risk management initiatives, coupled with Company’s commitment to innovation and
excellence, will enable the Company to navigate evolving industry dynamics and capitalise on
future opportunities.

29. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND
EMPLOYEES

The Company has neither accepted deposits from public nor borrowed money from banks and
public financial institutions in excess of fifty crore rupees. Accordingly, the provisions relating
to establishment of Vigil Mechanism are not applicable to the Company during the year. In
view of proposed IPO, the Company adopted a Whistle Blower Policy during the financial year
and has established the necessary vigil mechanism for Employees, Directors and
Stakeholders, to report genuine concerns about unethical behaviour and to ensure strict
compliance with ethical and legal standards across the Company. No personnel have been
denied access to the Audit committee and no complaints received under said policy during the
financial year. This Policy is available on the Company’s website and can be accessed by
clicking: https://www.coreintegra.com/wp-content/uploads/2025/08A/IGIL-MECHANISM-

WHISTLE-BLOWER-POLICY.pdf

30. SUBSIDIARIES. JOINT VENTURES AND ASSOCIATE COMPANIES

The Company continues to have 1 (one) wholly owned subsidiary company. The summary of
performance of the Company’s subsidiary is as follows:

Coreintegra Global Services Private Limited (“CGSPL”) is a wholly owned subsidiary of the
Company engaged in the business software design and development. CGSPL provides
secure, scalable, and customizable software products that support businesses in enhancing
customer experience, ensuring data integrity, improving process efficiency, and strengthening
digital transformation efforts. The subsidiary CGSPL is committed to delivering quality-driven,
secure technology solutions that enable global organizational transformation. During the year
under review, CGSPL continued to remain a wholly owned subsidiary of the Company. In
accordance with the provisions of Section 129(3) of the Companies Act, 2013, a statement
containing the salient features of the financial statements of the subsidiary company in the
prescribed Form e-AOC-1 is attached to this Report as Annexure A. The Company does not
have any holding company or associate company or any Joint Venture.

31. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

All Contracts / arrangements / transactions entered by the Company during the financial year
with related parties were in ordinary course of business and on arm’s length basis and are in
compliance with the applicable provisions of the Act. Details of each of the related party
transactions are prepared in Form e-AOC-2 in terms of Section 134(3) (h) read with Section
188 of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014 and
annexed herewith as Annexure B.

The details of transactions with Related Parties are provided in the Company’s financial
statements in accordance with the Accounting Standards. Omnibus approval is obtained for
the transactions which are foreseen and repetitive in nature. The Policy on Related Party
Transactions is available on the website of the Company at: https://www.coreintegra.com/wp-
content/uploads/2025/08/RELATED-PARTY-TRANSACTION-POLICY.pdf

32. CORPORATE SOCIAL RESPONSIBILITY

During the financial year under review, the provisions of Section 135 of the Companies Act,
2013 relating to Corporate Social Responsibility were not applicable, as the Company did not
meet the prescribed CSR obligation based on the applicable criteria. Accordingly, the
Company was not required to undertake CSR expenditure during the year. Further, in
accordance with Section 135(9) of the Act, the Company is not required to constitute a CSR
Committee, as the obligation did not exceed Rs.50 Lakhs.

Notwithstanding the above, the Company remains committed to contributing towards social
and community development and will continue to undertake initiatives in accordance with its
CSR philosophy as and when the provisions of Section 135 become applicable. The CSR
Policy as approved by the Board of Directors is available on the Company’s website at weblink-
CORPORATE-SOCIAL-RESPONSIBILITY-POLICY.pdf

33. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE
EARNINGS AND OUTGO

The information pertaining to conservation of energy, technology absorption, foreign exchange
Earnings and outgo as required under Section 134(3)(m) of the Companies Act, 2013 read
with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in Annexure C.

34. SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rules made
thereunder and pursuant to recommendation of Audit Committee, the Board by passing
resolution in its meeting held on 15^th May, 2025, re-appointed M/s. Shivani Vashistha &
Associates, Company Secretaries in Practice bearing CP No. 26693 as Secretarial Auditors of
the Company for the financial year ending 31^st March, 2026. According to the provisions of
Section 204 of the Act read with Rule 9 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, the Secretarial Audit Report is enclosed as a part of this
Board’s Report as an Annexure D.

The observations and comments, appearing in the Secretarial Auditors’ Report are self-
explanatory and do not call for any further comments. The Secretarial Auditors’ Report does
not contain any qualification, reservation or adverse remarks. During the year under review,
the Secretarial Auditors of the Company have not reported any fraud to the Audit Committee
committed by its officers or employees as specified under Section 143(12) of the Companies
Act, 2013.

35. ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return (in Form
MGT-7) as on 31st March, 2026 has been placed on the website of the Company and can be
accessed at the link: https://www.coreintegra.com/wp-content/uploads/2026/08/Form-MGT-7-
2026.pdf

36. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAU ACT. 2013

Your Company treats its employees equally, with dignity, and with no gender bias. Your
Company believes and ensures that all employees work in an environment that is free from all
kinds of harassment including sexual harassment of women. We have adopted a strict zero-
tolerance policy and established comprehensive procedures to prevent, prohibit, and address
any instances of harassment.

The Company has complied with provisions relating to the constitution of Internal Complaints
Committee and has in place a Prevention of Sexual Harassment Policy in line with the
requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition &
Redressal) Act, 2013 and has carried out workshops or awareness programme against sexual
harassment. The following is the summary of sexual harassment complaints received and
disposed of during the Financial Year:

• Number of Complaints of sexual harassment received during the Financial Year: Nil

• Number of complaints disposed of during the Financial Year: Nil

• Number of complaints Pending: Nil

• Nature of action taken by the employer or district officer: Not applicable

37. DISCLOSURE RELATING TO THE MATERNITY BENEFIT ACT 1961:

The Company hereby affirms that it has duly complied with the provisions of the Maternity
Benefit Act, 1961 and the rules framed thereunder and has policies, systems and processes
in place to ensure ongoing compliance. The Company is committed to ensure a safe, inclusive,
and supportive work environment for women employees during and after pregnancy, and to
promoting gender equity in the workplace.

38. ENVIRONMENT AND SAFETY

The Company is conscious of the importance of environmentally clean and safe operations.
The Company is committed to continuously take further steps to provide a safe and healthy
environment.

39. APPOINTMENT OF DESIGNATED PERSON

In accordance with Rule 9 of the Companies (Management and Administration) Rules 2014, it
is essential for the Company to designate a responsible individual for ensuring compliance
with statutory obligations. The Company has appointed a Designated person in a Board
meeting and the same has been reported in Annual Return of the Company.

40. OBTAINING ISIN BY NON-SMALL COMPANIES

The Companies (Prospectus and Allotment of Securities) Second Amendment Rules, 2023,
stipulate that non-small companies must obtain an International Securities Identification
Number “(ISIN)” for their securities to facilitate smoother trading and enhance marketability.
For this purpose, your Company has appointed PURVA SHAREGISTRY (INDIA) PRIVATE
LIMITED as a Registrar and Transfer Agent “(RTA)” and has obtained the ISIN.

41. AUDIT TRAIL APPLICABILITY

The Company has used accounting software for maintaining its books of account for the
financial year ended 31^st March, 2026 which has a feature of recording audit trail (edit log)
facility and the same has operated throughout the year for all relevant transactions recorded
in the software.

42. LIQUIDITY

The Company maintains sufficient cash to meet our strategic objectives. We clearly
understand that the liquidity in the Balance Sheet is to ensure balance between earning
adequate returns and the need to cover financial and business risks. Liquidity also enables
your Company to position itself for quick responses to market dynamics.

43. OTHER DISCLOSURES

a. No material changes and commitments which could affect the Company’s financial position
have occurred between the end of the financial year and date of this report.

The registered office of the Company was shifted within the local limits from its existing
premises to 1^st Floor, 106, 107 & 112, Swastik Chambers, Swastik Park, S.G. Barve Marg,
Chembur, Mumbai - 400071, Maharashtra, India, with effect from 1^st April, 2026. The said
change was approved by the Board of Directors at its meeting held on 17“’ April, 2026.

b. The provisions regarding receipt of remuneration or commission from holding or subsidiary of
the Company are not applicable and hence, the disclosure under Section 197 (14) is not
required.

c. No amount or shares were required to be transferred to the Investor Education and Protection
Fund under the provisions of the Act.

d. No significant and material orders were passed by the regulators or courts or tribunals
impacting the going concern status and Company’s operations in future.

e. The Statutory Auditors of the Company have not reported any instances of fraud or
irregularities in the management of the Company during financial year under review.

f. There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016.

g. There was no instance of one-time settlement with any bank or Financial Institutions.
CAUTIONARY STATEMENT:

Statements in this Report, Notice to the Shareholders or elsewhere in this Annual Report,
describing the Company’s objectives, projections, estimates and expectations may constitute
forward looking statement’ within the meaning of applicable laws and regulations. Actual
results might differ materially from those either expressed or implied in the statement
depending on the Market conditions and circumstances.

ACKNOWLEDGEMENTS

The Board of Directors wish to place on record its deep sense of appreciation for the committed
services by all the employees of the Company. The relations between the management and
the employees were cordial during the financial year under review. The Board of Directors
would also like to express their sincere appreciation for the assistance and co-operation
received from the financial institutions, banks, government and regulatory authorities, business
associates, partners, customers, vendors and members during the year under review. The
directors also thank the Government of India, Governments of various states in India,
Governments of various countries and concerned Government departments and agencies for
their co-operation. Your Directors appreciate and value the trust imposed upon them by all the
shareholders of the Company.