Kiduja India Ltd Directors Report

BOARDS REPORT

To,

The Members of

KIDUJA INDIA LIMITED

Your Directors have pleasure in presenting the 40^th Annual Report of Kiduja India Limited ("the Company") on the business and operations for the Financial Year ended 31^st March 2026.

1. Business Overview/State of Companys affairs

Kiduja India Limited is a Non-Banking Financial Company registered with the Reserve Bank of India, classified as an Investment and Credit Company (NBFC-ICC) in the 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 earned a profit of Rs.22,275.07 thousand.

2. Financial Performance

The Financial performance of the Company for the financial year ended 31^st March 2026 is summarized below:

		(Rs. in ‘000s)
Particulars	Financial Year 2025-26	Financial Year 2024-25
Revenue from Operations	94,143.21	63,116.80
Other Income	-	-
Total Revenue	94,143.21	63,116.80
Less: Expenses	71,868.14	1,25,655.33
Profit/(Loss) before Tax & Exceptional Item	22,275.07	(62,538.53)
Exceptional item	-	-
Profit/(Loss) before Tax	22,275.07	(62,538.53)
Less: Tax Expenses	-	47.55
Profit/(Loss) after Tax	22,275.07	(62,586.08)
Other Comprehensive Income	-	-
Total Comprehensive Income for the year	22,275.07	(62,586.08)

During FY 2025-26, the Company earned a profit after tax of Rs.22,275.07 thousand as against a loss after tax of Rs.62,586.08 thousand in FY 2024-25.

3. Dividend

Considering the accumulated losses of the Company from previous financial years and with a view to conserving the resources of the Company, the Board of Directors has not recommended any dividend for the financial year ended 31^st March 2026.

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 or joint venture company and there were no companies which became or ceased to be the Companys subsidiary, joint venture, or associate company. Accordingly, reporting on the highlights of performance of subsidiaries, associates or 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 meaning of the applicable directions issued by the Reserve Bank of India (RBI) and the provisions of Section 73 of the Companies Act, 2013 ("the Act") and the Companies (Acceptance of Deposits) Rules, 2014 during the year ended 31^st March 2026 and accordingly, no amounts on account of principal or interest on public deposits were outstanding as on 31^st March 2026.

8. Directors and Key Managerial Personnel

During the financial year ended March 31, 2026, the following changes took place in the composition of the Board of Directors and Key Managerial Personnel (KMP):

1. Appointment of CS Aashi Panchal (Membership No: ACS - 74468) as the Company Secretary & Compliance Officer and Key Managerial Personnel of the Company with effect from 1^st April, 2025.

2. Appointment of Mr. Nihar Pawankumar Sanghai (DIN: 06421287) as an Additional Director in the capacity of an Independent Director on the Board of the Company with effect from 25^th April, 2025.

3. Appointment of Mr. Nihar Pawankumar Sanghai (DIN: 06421287) as an Independent Director of the Company for a period of five consecutive years, commencing from 25^th April 2025 and ending on 24^th April 2030, as approved by the members of the Company at the 39^th Annual General Meeting held on 23rd July 2025.

As on 31^st March 2026, following were 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. Vivek Tekriwal	05343775	Independent Director
6	Mr. Nihar Sanghai	06421287	Independent Director
7	Mr. Sanjay Nawal	-	Chief Financial Officer
8	Ms. Aashi Panchal	Membership No: ACS - 74468	Company Secretary & Compliance Officer

Subsequent to the close of the Financial Year 2025-26, the following changes took place in the Key Managerial Personnel of the Company:

• Ms. Aashi Panchal (Membership No. ACS-74468) resigned from the position of Company Secretary & Compliance Officer and Key Managerial Personnel of the Company with effect from 20th May, 2026.

• Ms. Sapnakumari Thakur (Membership No. ACS-78738) was appointed as the Company Secretary & Compliance Officer and Key Managerial Personnel of the Company with effect from 13th August, 2026.

Based on the declarations and confirmations received in terms of the provisions of Section 164 of the Act, none of the directors of your Company are disqualified from being appointed or continuing as Directors under Section 164 of the Act. Further, based on confirmations received, none of the Directors has been debarred from holding the office of director by SEBI or any other competent authority.

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. Kushal A. Jaipuria (DIN: 09262684), Director, shall retire by rotation and being eligible has offered himself for re-appointment at the ensuing Annual General Meeting ("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(6) of the Act and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, to the extent applicable. 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 the financial statements and this Report, as applicable. 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.

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, 2026 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 2025-26 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 Boards 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 and 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, affecting the 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 directors 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 Act 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

Considering the nature of the Companys business activities, which primarily comprise investments and dealing in shares and securities, the particulars relating to technology absorption, as prescribed under Rule 8(3) of the Companies (Accounts) Rules, 2014, are not applicable to the Company.

• Foreign Exchange Earnings and Outgo

During the year under review, the Company had 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 of Directors meets at regular intervals to review the Companys business operations, financial performance, compliance matters and other matters requiring the consideration and approval of the Board. The meetings are convened in accordance with the applicable provisions of the Act and Secretarial Standard on Meetings of the Board of Directors (SS-1). 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 2026, 8 (Eight) 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.	01.04.2025	5	5
2.	25.04.2025	6	6
3.	29.04.2025	6	6
4.	23.05.2025	6	6
5.	27.06.2025	6	6
6.	12.08.2025	6	6
7.	28.10.2025	6	6
8.	03.02.2026	6	6

Attendance of Directors at Board Meetings and Annual General Meeting held during FY 2025-26:

Name of the Director	Attendance at the Board Meetings held on
	01.04.2025	25.04.2025	29.04.2025	23.05.2025
Mr. Ashish D. Jaipuria	?	?	?	?
Mrs. Archana A. Jaipuria	?	?	?	?
Mr. Ujjval A. Jaipuria	?	?	?	?
Mr. Kushal A. Jaipuria	?	?	?	?
Mr. Vivek Tekriwal	?	?	?	?
Mr. Nihar Sanghai	NA	?	?	?

 

Name of the Director	Attendance at the Board Meetings held on
	27.06.2025	12.08.2025	28.10.2025	03.02.2026	AGM held on 23.07.2025
Mr. Ashish D. Jaipuria	?	?	?	?	?
Mrs. Archana A. Jaipuria	?	?	?	?	?
Mr. Ujjval A. Jaipuria	?	?	?	?	?
Mr. Kushal A. Jaipuria	?	?	?	?	?
Mr. Vivek Tekriwal	?	?	?	?	?
Mr. Nihar Sanghai	?	?	?	?	?

16. Share Capital

As on 31^st March 2026, the Authorised Share Capital of the Company was 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 was Rs. 2,40,00,000 divided into 2,40,00,000 Equity Shares of Re.1 each.

The Company does not have a Scheme of ESOP and accordingly, disclosure under Section 67(3) of the Act 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.

The shareholding of the Directors of the Company as on 31^st March 2026 is set out below

Sr. No. Name of Director	Designation	No. of Equity Shares held	% of Paid-up Equity Share Capital
1 Mr. Ashish D. Jaipuria	Chairman & Managing Director	1,32,00,000	55.00%
2 Mr. Ujjval A. Jaipuria	Non-Executive Director	24,00,000	10.00%
3 Mr. Kushal A. Jaipuria	Non-Executive Director	24,00,000	10.00%
Total		1,80,00,000	75.00%

17. Particulars of contracts or arrangements with Related Parties

In accordance with the provisions of section 188 of the Act and rules made thereunder, all transactions entered into with related parties during the year were in the ordinary course of business and on an arms length basis, the details of which are provided under Note 23 forming part of the audited financial statements for the year ended 31^st March 2026.

There were no materially significant related party transactions during the year under review. Accordingly, disclosure in Form AOC-2 is not required. Disclosures of related party transactions have been made in the financial statements in accordance with Ind AS 24 - Related Party Disclosures and other applicable requirements.

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 Act, 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 subsection (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 Companys internal control environment and monitors the implementation of audit recommendations. The Board of Directors are of the view that your Companys 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 organizations 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 Companys Internal Financial Controls are commensurate with the size, nature, and operations of the Company.

21. Corporate Governance

Pursuant to Regulation 15(2)(a) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR Regulations"), compliance with the specified 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) is not applicable to the Company, since its paid-up equity share capital did not exceed Rupees Ten Crore and its net worth did not exceed Rupees Twenty Five Crore as on 31^st March 2026. The Company continues to comply with all other applicable provisions of the SEBI LODR Regulations.

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 2026.

23. Statutory Auditors

Pursuant to the provisions of Section 139 of the Act, 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.

During the financial year 2025-26, M/s. Lodha & Co LLP, Chartered Accountants, tendered their resignation as the Statutory Auditors of the Company with effect from 29^th April 2025, for the reasons stated in their resignation letter. The Board of Directors took note of the resignation and the consequential casual vacancy in the office of the Statutory Auditors of the Company. The Board on recommendation of Audit Committee, recommended M/s. D.C. Bothra & Co. LLP (Firm Regn. No. 0112257W), Chartered Accountants for appointment as Statutory Auditors to fill the casual vacancy. The Members, at the 39th Annual General Meeting held on 23^rd July 2025, approved their appointment.

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 Act read with the Companies (Audit and Auditors) Rules, 2014 and other applicable provisions if any, approved 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 the 39^th Annual General Meeting held on 23^rd July 2025 till the conclusion of the 44th Annual General Meeting of the Company to be held in 2030.

M/s. D.C. Bothra & Co. LLP had furnished their consent to act 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 Act.

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 2025-26.

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 Act.

26. Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act 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 2025-26. 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 2026 is annexed herewith and marked as Annexure B to this Report.

The Secretarial Auditor, in his Report for the financial year under review, has reported that the Net Owned Fund ("NOF") of the Company was below the prescribed minimum requirement of Rs.5 Crore under the applicable provisions of the Reserve Bank of India Act, 1934 and the directions/regulations issued thereunder.

The Company has taken note of the said observation and the Company is in the process of determining and formulating the appropriate course of action.

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 Act, the Audit Committee consisted of following members:

1. Mr. Vivek Tekriwal (Chairperson) - Independent Director

2. Mr. Nihar Sanghai (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 6 (six) meetings during the financial year 2025-26 on 29^th April 2025, 23^rd May 2025, 27^th June 2025, 12^th August 2025, 28^th October 2025, and 3^rd February 2026.

Attendance of members at Audit Committee Meetings:

Name of the Member	Attendance at the meetings held on:
	29th April 2025	23rd May 2025	27th June 2025	12th August 2025	28th October 2025	3rd February 2026
Mr. Vivek Tekriwal	?	?	?	?	?	?
Mr. Nihar Sanghai	?	?	?	?	?	?
Mr. Ashish D. Jaipuria	?	?	?	?	?	?

29. Nomination and Remuneration Committee

Pursuant to Section 178(1) of the Act the Nomination & Remuneration Committee (NRC) consisted of following members:

1. Mr. Vivek Tekriwal (Chairman) - Independent Director

2. Mr. Nihar Sanghai (Member) - Independent Director

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

During the year under review, the Committee held 2 (two) meeting on 29^th April, 2025 and 03^rd February, 2026. All the members of the committee were present at the meeting.

Attendance of members at Nomination & Remuneration Committee Meetings:

Name of the Member	Attendance at the meetings held on:
	29th April 2025	03rd Feb 2026
Mr. Vivek Tekriwal	?	?
Mr. Nihar Sanghai	?	?
Mrs. Archana A. Jaipuria	?	?

30. Stakeholders Relationship Committee

Pursuant to Section 178(5) of the Act, the Stakeholders Relationship Committee (SRC) consisted of following members:

1. Mr. Vivek Tekriwal (Chairman) - Independent Director

2. Mr. Nihar Sanghai (Member) - Independent Director

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

During the year under review, the Committee held 2 (two) meetings on 29^th April, 2025 and 03^rd February, 2026. All the members of the committee were present at the meeting.

Attendance of members at Stakeholders Relationship Committee Meetings:

Name of the Member	Attendance at the meetings held on:
	29th April 2025	03rd Feb 2026
Mr. Vivek Tekriwal	?	?
Mr. Nihar Sanghai	?	?
Mr. Ashish D. Jaipuria	?	?

31. Vigil Mechanism

In terms of Section 177(9) and Section 177(10) of the Act 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 Companys 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 applicable provisions of the Master Direction-Reserve Bank of India (Non-Banking Financial Company-Scale Based Regulation) Directions, 2023, as amended from time to time, which includes criteria to govern, inter alia, investment decision-making, classification and valuation of investments, concentration and exposure parameters and monitoring of the investment portfolio, in accordance with the applicable RBI directions and accounting standards.

The Company, being an NBFC-ICC in the Base Layer, is required to comply with the prudential and governance requirements applicable to NBFC-BL under the RBI Scale Based Regulation framework, as amended from time to time.

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 Companys 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 2026 is available on the Companys website at https://kiduja.com/annual-reports/

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

The provisions of Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 were not applicable to your Company during FY 2025-26.

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 Act, which has been disclosed in the Annexure C, which forms part of this Report and also available on the Companys website: https://kiduja.com/wp content/uploads/2025/04/4.-Remuneration-Policy-for-Directors-Key-Managerial-Personnel-and- Other-Employees.pdf

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 2026, 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 profit 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.

An Internal 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 2025-26.

The Details are as follows:

Sr. No. Particulars	Remarks
1. Number of complaints of Sexual Harassment received in the year	Nil
2. Number of complaints disposed off during the year	Nil
3. Number of cases pending of more than ninety days	Nil

41. Compliance with Maternity Benefit Act, 1961

The provisions of the Maternity Benefit Act, 1961 were not applicable to the Company as the Company does not have more than ten employees during the financial year 2025-26.

42. Compliance with Secretarial Standards

The Company has generally complied with Secretarial Standards, namely 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. Details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016

During the year under review, no application has been made or any proceeding is pending under the Insolvency and Bankruptcy Code, 2016.

44. Difference in Valuation:

Pursuant to Rule 8(5) (xii) of the Companies (Accounts) Rules, 2014, the Company has not made any one-time settlement for loans taken from the Banks or financial institutions and hence, the details of difference between the amount of the valuation done at the time of one-time settlement and while taking the loan from Banks or financial institutions is not applicable.

45. 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 : 31st August, 2026