Your Directors have pleasure in presenting the 39^th Annual Report of Kiduja India Limited (“the
Company”) on the business and operations for the Financial Year ended 31^st March 2025.

1. Business Overview / State of Company’s affairs

Kiduja India Limited is an India-focused Investments Company (NBFC- base layer) specialising
in investment and dealing in shares and securities listed on the various Indian Stock Exchanges.
During the year under review, the Company has incurred loss of Rs.62,585.48 thousand.

2. Financial Performance

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

Due to highly volatile market and the subsisting hard-hitting situation, our Company had incurred
a loss Rs.62586.08 thousand for FY 2024-25 against the profit of Rs.3,39,402.91 thousand
during the FY 23-24.

3. Dividend

In view of the losses incurred during the past years, the Directors do not recommend any
dividend.

4. Transfer to Reserves

No amount is proposed to be transferred to the General Reserve during the year under review.

5. Holding, Subsidiary and Associate Company

During the year under review, the Company did not have any Holding, Subsidiary, Associate and
Joint Venture Company and there were no companies which became or ceased to be the
Company’s Subsidiary, Joint Venture, or Associate Company. Accordingly, reporting on the
highlights of performance of Subsidiaries, Associates and Joint Venture companies and their
contribution to the overall performance of the Company during the period under report, is not
required to be made.

6. Revision of Financial Statements

There was no revision of the financial statements pertaining to previous financial years, during
the year under review.

7. Deposits

The Company has not accepted any deposits within the directives issued by the Reserve Bank of
India (RBI) and under Section 73 of the Companies Act, 2013 and the Companies (Acceptance
of Deposits) Rules, 2014 during the year ended 31^st March 2025 and accordingly, no amounts on
account of principal or interest on public deposits were outstanding as on 31^st March 2025.

8. Directors and Key Managerial Personnel

There were no changes in the Board of Directors during the year under review.

As on 31^st March 2025, following are the Directors and Key Managerial Personnels of the Company:

# Mr. Samir Sanghai (DIN: 02469690) completed his second term as Independent Director of
the Company and retired with effect from the close of business hours of 31^st March 2025.

Director liable to retire by rotation

In terms of Section 152(6) of the Act read with the Articles of Association of the Company,
Mr. Ujjval A. Jaipuria (DIN: 09262693), Director, shall retire by rotation and being eligible has
offered himself for re-appointment at the ensuing Annual General Meeting (“AGM”) of the
Company.

Changes in Board consequent to close of financial year

Consequent to the close of the financial year ended on 31^st March 2025 Mr. Nihar Pawankumar
Sanghai (DIN: 06421287) was appointed as an Additional Director in Independent Capacity for
the term of five consecutive years i.e., from 25^th April 2025 to 24^th April 2030 subject to the
approval of the Members in the ensuing Annual General Meeting.

Brief profile of Mr. Ujjval A. Jaipuria and Mr. Nihar Pawankumar Sanghai has been included in
the notice convening the ensuing AGM of the Company.

Statement on Declaration given by Independent Directors

All the independent directors of the Company have submitted their declarations that each of them
meets the criteria of independence as provided under Section 149 of the Companies Act, 2013.
There has been no change in the circumstances affecting their status as independent directors of
the Company. During the financial year under review, the Independent Directors of the Company
had no pecuniary relationship or transactions with the Company, except as disclosed in this
Report. The Board of the Company also confirms its overall satisfaction on the integrity,
expertise, and experience of the Independent Directors of the Company.

In terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and
Qualification of Directors) Rules, 2014, the names of all the independent directors of the
Company are forming part of the data bank maintained by the Indian Institute of Corporate
Affairs.

Changes in Key Managerial Personnels

Pursuant to the provisions of Section 203 of the Companies Act, 2013 following are the changes
in the Key Managerial Personnel (KMP) of the Company from 1^st April 2024 till the date of this
report:

1. Ms. Pooja M. Chavan (ACS 40098) resigned as a Company Secretary and Compliance
Officer of the Company with effect from close of business hours of 6^th June 2024

2. Ms. Aashi Panchal (ACS 74468) appointed as a Company Secretary and Compliance Officer
of the Company with effect from 1^st April 2025.

Based on the declarations and confirmations received in terms of the provisions of Section 164 of
the Companies Act 2013 none of the Directors on the Board of your Company are disqualified /
debarred from securities market nor from being appointed / continued as Directors.

9. Annual Evaluation of the performance of the Board, its committees and of Individual Directors

The Board of Directors at their Meeting held on 1^st April, 2025 carried out the annual evaluation
of its own performance as well as the evaluation of the working of its committees and individual
Directors, including Chairman of the Board for the Financial Year 2024-25 and expressed its
satisfaction as to their performance.

This exercise was carried out through a structured questionnaire prepared separately for Board,
Committees, and individual Directors. The questionnaire for Board evaluation was prepared
taking into consideration various aspects of the Board’s functioning such as adequacy of the
composition and role of the Board, Board meeting and reporting process, effectiveness of
strategies, risk management systems, external relationships, ethics, and governance framework.
Committee performance was evaluated on the basis of its composition and effectiveness of
committee meetings, etc.

The Board and the Nomination and Remuneration Committee reviewed the performance of
individual directors on the basis of criteria such as the 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.

In a separate meeting of the Independent Directors, the performance of Non-Independent
Directors, the Board as a whole and of the Chairman was evaluated, considering the views of
Executive Director and Non-Executive Directors. Performance evaluation of both the
Independent Directors was carried out by the entire Board, excluding the Independent Director
being evaluated.

10. Significant and Material Orders passed by the Regulators or Courts or Tribunals

There were no significant material orders passed by the Regulators or Courts or tribunals which
would impact the going concern status of the Company and its future operations.

11. Material Changes and Commitments affecting the financial position of the Company

There were no material changes and commitments, which would affect financial position of the
Company from the end of the financial year of the Company to which the financial statements
relate and the date of the director’s report.

12. Change in nature of business, if any

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

13. Conservation of Energy, Research and Development, Technology Absorption and Foreign
Exchange Earnings & Outgo

• Conservation of Energy

As required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the
Companies (Accounts) Rules, 2014, the Company has taken necessary steps in minimizing the
usage of energy to the extent possible to reduce the cost of energy.

• Research & Development and Technology Absorption

Since the Company is in the business of Financial Investments and dealing in Shares and
Securities, provisions of Research & Development and Technology Absorption are not
applicable to the Company.

• Foreign Exchange Earnings and Outgo

The Company has no foreign exchange earnings and outgo.

14. Particulars of Employees pursuant to Rule 5(2) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules. 2014

A statement giving particulars of employees pursuant to Rule 5(2) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 is enclosed to this
Report as Annexure A appended hereto and forms part of this report.

15. Board Meeting

The Board generally meets 5-8 times during the year. The Board meetings are convened at least
once every quarter to review the company's financial results and operational performance.
Notices for Board meetings are sent to all directors well in advance All the meetings are
conducted as per designed and structured agenda. All agenda items are backed by necessary
supporting information and documents to enable the board to take informed decisions. Agenda
and detailed notes on agenda are sent in advance.

During the financial year ended 31^st March 2025, 7 (Seven) Board Meetings were held, the
details of which is as under:

Board Meetings held during the Year:

Attendance of Directors at Board Meetings and Annual General Meeting held during FY 2024-25:

16. Share Capital

As on 31^st March 2025, the Authorised Share Capital of the Company is Rs.2,40,00,000 divided
into 2,40,00,000 Equity Shares of Re.1 each and the Subscribed and Paid-up Share Capital of
the Company is Rs.2,40,00,000 divided into 2,40,00,000 Equity Shares of Re.1 each.

During the year under review following are the changes in the Share capital of the Company:

- the Company has received Listing and Trading Approval for the 2,85,000 Equity shares Rs.10
each allotted on conversion of Warrants on 28^th March 2024, from the BSE on 21^st May 2024
and 24^th May 2024 respectively.

- the Company has received applications from the share warrant holders for conversion of
4,00,000 Equity Convertible Warrants into Equity shares. Accordingly, 4,00,000 equity shares

of Rs.10 each were allotted on 20^th June 2024 on conversion of share warrants as per details
given below:

Listing and Trading Approval for the above-mentioned Equity shares were received from the
BSE on 19^th August 2024 and 27^th August 2024 respectively.

- the Company vide Special resolution passed at the Annual General meeting held on
26^th September 2024 altered the Authorised Share Capital of the Company pursuant to sub¬
division (stock split) of 24,00,000 Equity Shares of Rs.10/- each to 2,40,00,000 Equity Shares
of Rs.1/- each.

The Company does not have a Scheme of ESOP and accordingly, disclosure under Section
67(3) of the Companies Act, 2013 in respect of voting rights not exercised directly by the
employees in respect of shares to which the scheme relates is not required to be made.

As on 31^st March 2025, Mr. Ashish D. Jaipuria, Managing Director of the Company holds
1,32,00,000 (55%), Mr. Ujjval A. Jaipuria Director of the Company holds 24,00,000 (10%) &
Mr. Kushal A. Jaipuria Director of the Company holds 24,00,000 (10%) Equity Shares of the
Company.

17. Particulars of contracts or arrangements with Related Parties

In accordance with the provisions of section 188 of the Companies Act, 2013 and rules made
thereunder, the transactions entered with related parties are in the ordinary course of business
and on an arm’s length pricing basis, the details of which are provided under Note 23 forming
part of the audited financial statements for the year ended 31^st March 2025.

18. Particulars of Investments, Loans and Guarantees under Section 186 of the Companies
Act, 2013

Pursuant to sub-section 11 of Section 186 of the Companies Act, 2013, the Company being a
Non-Banking Financial Company registered under Chapter III-B of the Reserve Bank of India
Act, 1934 and whose principal business is acquisition of securities, the provisions of Section 186
except sub-section (1) shall not apply to the Company.

19. Internal Control Systems and their adequacy:

Your Company has proper and adequate systems, documented polices, defined authority matrix,
and internal controls to ensure efficiency of operations, compliance with internal systems/policies
and applicable laws.

All audit observations and follow up actions thereon are reported to the Audit Committee of the
Board. The Audit Committee reviews and evaluates adequacy and effectiveness of the
Company’s internal control environment and monitors the implementation of audit
recommendations. The Board of Directors are of the view that your Company’s internal control
systems are commensurate with the nature of its business, size, and complexity of its operations.

The internal control systems / policies of your Company are supplemented with regular reviews
by the management and checks by internal auditors. The main function of the Internal Auditors is
to provide to the Audit Committee and the Board of Directors, an objective assurance of the
adequacy and effectiveness of the organization’s risk management control and governance
process. The Audit Committee periodically reviews various risks associated with the business of
the Company and ensure that they have an integrated view of risks faced by the Company.

20. Adequacy of Internal Financial Controls related to Financial Statements

The Company has in place adequate Internal Financial Controls related to Financial Statements.
The Company’s Internal Financial Controls are commensurate with the size, nature, and
operations of the Company.

21. Corporate Governance

Pursuant to Regulation 15(2) of SEBI LODR, the compliance with Corporate Governance
provisions (Reg 17 to 27 and clauses (b) to (i) and (t) of sub-regulation (2) of regulation 46 and
para C, D and E of Schedule V) are not applicable to the Company as the Equity Share Capital
has not exceeded Rupees Ten Crore and Net Worth has not exceeded Rupees Twenty Five
Crore as on 31^st March 2025.

22. Transfer of amounts to Investor Education and Protection Fund

There are no amounts due and outstanding to be credited to Investor Education and Protection
Fund as on 31^st March 2025.

23. Statutory Auditors

Pursuant to the provisions of Section 139 of the Companies Act, 2013, Companies (Audit and
Auditors) Rules 2014 and other applicable provisions and as recommended by Audit Committee
and the Board of Directors, the Members of the Company had appointed M/s Lodha & Co LLP
(Firm Registration No. 301051E), Chartered Accountants as statutory auditors of the Company
for a term of Five (5) years from the of conclusion of 36^th Annual General Meeting (AGM) till the
conclusion of the 41^st AGM of the Company to be held for the financial year ended
31^st March 2027.

The observations raised by M/s Lodha & Co. LLP; Chartered Accountants as the Statutory
Auditors of the Company in their Audit Report are as under:

The financial statements indicates that the Company’s net worth has fully eroded and the
Company’s current liabilities exceeded its total assets. These events or conditions, along with
other matters as set forth, indicate that a material uncertainty exists that may cast significant
doubt on the Company’s ability to continue as a going concern.

Consequent to the close of the financial year ended 31^st March 2025 M/s Lodha & Co LLP has
served resignation letter with the reasons as mentioned in the letter, the Company is required to
take note of the resignation resulting in casual vacancy with effect from 29^th April 2025. The
Board on recommendation of Audit Committee has shortlisted M/s. D.C. Bothra & Co. LLP (Firm
Regn. No. 0112257W), Chartered Accountants as its preferred Statutory Auditors to conduct the
statutory audit. Accordingly, Audit Committee and the Board of Directors on 23^rd May 2025
recommended to the Members to consider appointment of M/s. D.C. Bothra & Co. LLP as
Statutory Auditor of the Company till the conclusion of the ensuing AGM, to fill in the casual
vacancy caused by the resignation of M/s Lodha & Co LLP. Further, the Members are requested
to authorise the Board to fix the remuneration payable to Statutory Auditors.

Further, the members of the Audit Committee and Board of Directors on 23^rd May 2025, pursuant
to Section 139 and other applicable provisions, if any, of the Companies Act, 2013 read with the
Companies (Audit and Auditors) Rules, 2014 and other applicable provisions if any,
recommended the appointment of M/s. D.C. Bothra & Co. LLP (Firm Regn. No. 0112257W),
Chartered Accountants as Statutory Auditor of the Company to hold office for a period of five (5)
years, from the conclusion of this 39^th Annual General Meeting till the conclusion of the
44^th Annual General Meeting of the Company to be held in 2030.

M/s. D.C. Bothra & Co. LLP have expressed their willingness to get appointed as Statutory
Auditors of the Company and have furnished a certificate of their eligibility and consent as
required under the provisions of Section 139(1) and 141 of the Companies Act, 2013.

The financial statements indicates that the Company’s net worth has fully eroded and the
Company’s current liabilities exceeded its total assets. These events or conditions, along with
other matters as set forth, indicate that a material uncertainty exists that may cast significant
doubt on the Company’s ability to continue as a going concern.

Management’s reply:

The Management has taken necessary steps including preferential issue of securities towards
making the Company networth positive. The report issued by the Statutory Auditors and Notes
on Financial Statements referred to in the Auditors’ Report and their observations therein are
self-explanatory and do not call for any further clarifications/comments.

24. Internal Auditors

The Company had appointed Mrs. Swara Vayangankar, as Internal Auditor for carrying out the
activities of Management Testing of Internal Financial Controls and Internal Audit of various
business/ functions process for the financial year 2024-25.

Internal Audit Reports are reviewed by the Audit Committee of the Company at their meetings
held during quarterly intervals. Internal auditors carry out their functions as per the scope of work
assigned and place their reports at the meetings of the Audit Committee, during quarterly
intervals.

25. Fraud Reporting

No frauds were reported by the Auditors in their Report on the Financial Statements of the
Company under Section 143(12) of the Companies Act, 2013.

26. Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read Rule 9 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the Board
has appointed M/s Purwar & Purwar Associates LLP, Practising Company Secretaries, to
conduct Secretarial Audit for the financial year 2024-25. Your Company has provided all
assistance and information to the Secretarial Auditors for conducting their audit. The Secretarial
Audit Report for the financial year ended 31^st March 2025 is annexed herewith and marked as
Annexure B to this Report.

The Management’s reply to the observations raised in the Secretarial Audit Report are as under:

27. Policies, Charters, and Code of Conduct of the Company

During the year under review, the Company has continued with the existing statutory policies,
Charters and Code of Conduct as required in terms of provisions of Companies Act, 2013, RBI
Act, 1934 and SEBI Act, 1992 and rules and regulations made thereunder as amended from time
to time.

28. Audit Committee

Pursuant to Section 177 of the Companies Act, 2013 the Audit Committee is required to consist
of minimum three Directors with Independent Directors forming a majority.

1. Mr. Samir Sanghai (Chairperson) - Independent Director

2. Mr. Vivek Tekriwal (Member) - Independent Director

3. Mr. Ashish D. Jaipuria (Member) - Managing Director

All the recommendations made by the Audit Committee were accepted by the Board.

The Committee held 4 (four) meetings during the financial year 2024-25 on 24^th May, 2024,
09^th August 2024, 14^th November 2024, and 14^th February 2025.

Attendance of members at Audit Committee Meetings:

29. Nomination and Remuneration Committee

Pursuant to Section 178(1) of the Companies Act, 2013 the Nomination & Remuneration
Committee (NRC) is required to be consist of three or more Non-executive Directors out of which
not less than one-half shall be Independent Directors.

1. Mr. Samir Sanghai (Chairman) - Independent Director

2. Mr. Vivek Tekriwal (Member) - Independent Director

3. Mrs. Archana A. Jaipuria (Member) - Non-executive Director

During the year under review, the Committee held 2 (two) meeting on 20^th June, 2024 and
14^th February, 2025. All the members of the committee were present at the meeting.

Attendance of members at Nomination & Remuneration Committee Meetings:

30. Stakeholders’ Relationship Committee

Pursuant to Section 178(5) of the Companies Act, 2013 the Stakeholders’ Relationship
Committee (SRC) shall consist of a chairperson who shall be a non-executive director and such
other members as may be decided by the Board.

1. Mr. Samir Sanghai (Chairman) - Independent Director

2. Mr. Vivek Tekriwal (Member) - Independent Director

3. Mr. Ashish D. Jaipuria (Member) - Managing Director

During the year under review, the Committee held 2 (two) meetings on 20^th June, 2024 and
30^th August, 2025. All the members of the committee were present at the meeting.

Attendance of members at Stakeholders’ Relationship Committee Meetings:

31. Vigil Mechanism

In terms of Section 177(9) and Section 177(10) of the Companies Act, 2013 read with the rules
made there under, the Company has adopted a Whistle Blower Policy and has established the
necessary Vigil Mechanism for Directors, employees and external stakeholders to approach the
Chairman of the Audit Committee of the Company and to report genuine concerns about
unethical behaviour, actual or suspected fraud or violation of the Company’s code of conduct and
provide adequate safeguards against victimization of Whistle Blower who avails of such
mechanism. None of the Whistle Blowers have been denied access to the Audit Committee.

32. Investment Policy

The Board has framed the Investment Policy of the Company, in terms of the RBI Master Circular
DNBS (PD) CC No.380/03.02.001/2014-15 dated 01^st July 2014, which includes criteria to
classify the investments into current and long-term investments, grouping of quoted current
investments for the purpose of valuation, valuation of unquoted equity shares, preference shares,
government securities, units of mutual funds, commercial papers, long term investments, etc.

33. Risk Management Policy

The Board of the Company has adopted the Risk Management Policy to assess, monitor and
manage risk throughout the Company.

Risk is an integral part of the Company’s business, and robust risk management is critical to the
success of the organization.

34. Share Registrar & Transfer Agent (R&T)

M/s. MUFG Intime India Private Limited (previously known as Link Intime India Private Limited) is
the Registrar and Transfer Agent of the Company.

35. Annual Return

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on
31^st March 2025 is available on the Company’s website at https://kiduja.com/.

36. Details of policy developed and implemented by the Company on its Corporate Social
Responsibility initiatives

The provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate
Social Responsibility Policy) Rules, 2014 were not applicable to your Company during
FY 2024-25.

37. Remuneration Policy for Directors, Key Managerial Personnel and Other Employees

The Nomination and Remuneration Committee has formulated criteria for determining
qualifications, positive attributes, and independence of directors. The Company has put in place
appropriate policy on Directors’ appointment and remuneration and other matters provided in
Section 178(3) of the Companies Act, 2013, which has been disclosed in the Annexure C, which
forms part of this Report and also available on the Company’s website: https://kiduja.com

38. Directors’ Responsibility Statement

To the best of their knowledge and belief and according to the information and explanations
obtained by them, your Directors make the following statements in terms of Section 134(5) of the
Companies Act, 2013:

(i) that in the preparation of the annual financial statements for the year ended
31^st March 2025, the applicable accounting standards have been followed along with
proper explanation relating to material departure;

(ii) that appropriate accounting policies have been selected and applied consistently, and
have 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 the end of the financial year and
of the loss of the Company for that year;

(iii) that proper and sufficient care has been taken for the maintenance of adequate accounting
records in accordance with the provisions of the Companies Act, 2013 for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) that the annual accounts have been prepared on a ‘going concern’ basis;

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

(vi) that systems to ensure compliance with the provisions of all applicable laws were in place
and were adequate and operating effectively.

39. Maintenance of Cost Records

The provisions of maintenance of cost records under sub section (1) of Section 148 of the Act is
not applicable to the Company under the Companies (Cost Record and Audit) Rules, 2014.

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

The Company has Zero tolerance for Sexual harassment at Workplace. Appropriate reporting
mechanisms are in place for ensuring protection against sexual harassment and right to work
with dignity.

Internal Complaints Committee was not required to be constituted since the Company does not
have more than ten employees and no cases in the nature of sexual harassment were reported
to Local Complaints Committee at workplace of the Company during the financial year 2024-25.

41. Compliance with Maternity Benefit Act, 1961

The provisions of Maternity Benefit Act, 1961 is not applicable to the Company as the Company
does not have more than ten employees during the financial year 2024-25.

42. Compliance with Secretarial Standards

The Company has generally complied with Secretarial standards i.e. SS-1 and SS-2 relating to
“Meetings of the Board of Directors” and “General Meetings”, respectively, specified by the
Institute of Company Secretaries of India under Section 118 of the Companies Act, 2013.

43. Acknowledgement

Your Directors are happy to place on record their sincere appreciation to the various Central and
State Government Departments, Organizations and Agencies for the continued help and co¬
operation extended by them. The Directors also gratefully acknowledge all stakeholders of the
Company viz. employees, members, customers, dealers, vendors, banks and other business
partners for their unstinted commitment and continued support and contribution to the Company.

For and on behalf of the Board of Directors
of KIDUJA INDIA LIMITED

Sd/- Sd/-

Ashish D. JAIPURIA Archana A. JAIPURIA

Managing Director Director

DIN: 00025537 DIN: 00025586

Place : Mumbai
Date : 27^th June 2025