Churiwala Securities Pvt. Ltd. - leading and respected retail broking in India with over 3 decades of experience in creating wealth for investors with expertise in personalised investment planning in Equities / Portfolio Advisory for HNI & Retail clients.

Kiduja India Ltd			Industry : Finance & Investments


BSE Code:	507946	NSE Symbol:	Not Listed	P/E(TTM):	0

ISIN Demat:	INE845A01028	Div & Yield %:	0	EPS(TTM):	0

Book Value(Rs):	-9.8594879	Market Cap ( Cr.):	65.28	Face Value(Rs):	1

Change Company

To,

The Members of

KIDUJA INDIA LIMITED

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:

Particulars	Financial Year 2024-25	Financial Year 2023-24
Revenue from Operations	63,116.80	4,50,268.71
Other Income	-	-
Total Revenue	63,116.80	4,50,268.71
Less: Expenses	1,25,655.33	1,10,865.80
Profit / (Loss) before Tax & Exceptional Item	(62,585.48)	3,39,402.91
Exceptional item	-	-
Profit / (Loss) before Tax	(62,586.08)	3,39,402.91
Less: Tax Expenses	-	-
Profit / (Loss) after Tax	(62,586.08)	3,39,402.91
Other Comprehensive Income	-	-
Total Comprehensive Income for the year	(62,586.08)	3,39,402.91

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:

Sr. No.	Name	DIN	Designation
1	Mr. Ashish D. Jaipuria	00025537	Chairman and Managing Director
2	Mrs. Archana A. Jaipuria	00025586	Non-Executive Woman Director
3	Mr. Ujjval A. Jaipuria	09262693	Non-Executive Director
4	Mr. Kushal A. Jaipuria	09262684	Non-Executive Director
5	Mr. Samir Sanghai #	02469690	Independent Director
6	Mr. Vivek Tekriwal	05343775	Independent Director
7	Mr. Sanjay Nawal	-	Chief Financial Officer

# 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:

Sr. No.	Dates on which the Board Meetings were held	Total Strength of the Board	No of Directors Present
1.	01.04.2024	6	6
2.	24.05.2024	6	6
3.	20.06.2024	6	6
4.	09.08.2024	6	6
5.	30.08.2024	6	6
6.	14.11.2024	6	6
7.	14.02.2025	6	6

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

	Attendance at the Board Meetings held on
Name of the Director	01.04.2024	24.05.2024	20.06.2024	09.08.2024
Mr. Ashish D. Jaipuria	•	•	•	•
Mrs. Archana A. Jaipuria	•	•	•	•
Mr. Ujjval A. Jaipuria	•	•	•	•
Mr. Kushal A. Jaipuria	•	•	•	•
Mr. Samir Sanghai	•	•	•	•
Mr. Vivek Tekriwal	•	•	•	•

	Attendance at the Board Meetings held on			AGM held on
Name of the Director	30.08.2024	14.11.2024	14.02.2025	26.09.2024
Mr. Ashish D. Jaipuria	•	•	•	•
Mrs. Archana A. Jaipuria	•	•	•	•
Mr. Ujjval A. Jaipuria	•	•	•	•
Mr. Kushal A. Jaipuria	•	•	•	•
Mr. Samir Sanghai	•	•	•	•
Mr. Vivek Tekriwal	•	•	•	•

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:

Sr. No.	Name of the Promoter	Pre- preferential holding	No. of Equity Convertible Warrants held	No. of Equity Convertible Warrants converted into Equity Shares	No. of Equity shares post preferential issue
1.	Mr. Ashish D. Jaipuria	11,20,000	2,00,000	2,00,000	13,20,000
2.	Mr. Ujjval A. Jaipuria	1,40,000	1,00,000	1,00,000	2,40,000
3.	Mr. Kushal A. Jaipuria	1,40,000	1,00,000	1,00,000	2,40,000

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 subdivision (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.

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:

Sr No	Observations	Management's Reply
1	Regulation 6 - SEBI (LODR) Regulations, 2015 Non- Compliance with respect to Appointment of Compliance officer for the period commencing from 7th June 2024 to 31st March 2025.	The Company Secretary and the Compliance Officer was appointed with effect from 1^st April, 2025. The delay in filling up the casual vacancy due to resignation of the previous Company Secretary and Compliance Officer was on account of non-joining of the candidate despite selection of the suitable candidate.

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^thAugust 2024, 14^th November 2024, and 14^th February 2025.

Attendance of members at Audit Committee Meetings:

	Attendance at the meetings held on:
Name of the Member	24^th May 2024	09^th Aug 2024	14^th Nov 2024	14^th Feb 2025
Mr. Samir Sanghai	•	•	•	•
Mr. Vivek Tekriwal	•	•	•	•
Mr. Ashish D. Jaipuria	•	•	•	•

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:

	Attendance at the meetings held on:
Name of the Member	20^th June 2024	14^th Feb 2025
Mr. Samir Sanghai	•	•
Mr. Vivek Tekriwal	•	•
Mrs. Archana A. Jaipuria	•	•

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:

	Attendance at the meetings held on:
Name of the Member	20^th June 2024	30^th Aug 2024
Mr. Samir Sanghai	•	•
Mr. Vivek Tekriwal	•	•
Mr. Ashish D. Jaipuria	•	•

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 cooperation 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