To,
The Shareholders,
Your Directors have pleasure in presenting the 16th Annual Report, together with the Audited Financial Statements of the Company for the financial year ended 31st March, 2026.
The following is the highlight of the standalone financial performance of the Company during the financial year under review:
(? in Lakhs)
| Particulars | Year ended 31st March, 2026 | Year ended 31st March, 2025 |
| Revenue from Operations | 10514.55 | 9819.71 |
| Other Income | 30.83 | 45.68 |
| Total Income | 10545.38 | 9865.39 |
| Finance Cost | 409.75 | 303.50 |
| Depreciation | 220.96 | 221.05 |
| Other Operating Expenses | 8875.72 | 8287.67 |
| Total Expenses | 9506.43 | 8812.17 |
| Profit Before Tax | 1038.95 | 1053.22 |
| Current Tax | 236.44 | 254.66 |
| Earlier Year Tax | - | - |
| Deferred Tax | 25.19 | 22.97 |
| Profit/(Loss) after Tax | 777.32 | 775.59 |
| Earnings per Share | 7.57 | 7.55 |
| Diluted earnings per share | 7.57 | 7.55 |
During the period under review, the Company has achieved a total income of Rs.10545.38 Lakhs in the financial year 2025- 2026 as against Rs.9865.39 Lakhs in the financial year 2024- 2025.
The Company has earned a Profit after tax of Rs.777.32 Lakhs in the financial year 2025- 2026 as compared to Rs.775.59 Lakhs in the financial year 2024- 2025.
The Company has not transferred any amount to General Reserve during the financial year.
DIVIDEND:
With a view to conserve reserves for expansion of business activities, the Board of Directors has decided not to declare dividend for the current financial year.
There has been no change in the constitution of the Board of Directors and Key Managerial Personnel of the Company during the financial year under review.
The equity shares of the Company are listed on SME Emerge Platform of National Stock Exchange of India Ltd. (NSE).
i. Subsequent to the close of the financial year under review, the name of the Company was changed from Kundan Edifice Limited to Visdem Technosys Limited to better reflect the business objectives and brand identity of the Company. The Ministry of Corporate Affairs (MCA) approved the said change and issued a fresh Certificate of Incorporation dated 9th June, 2026. The Company has altered its Memorandum of Association (MOA) and Articles of Association (AOA) accordingly.
ii. For administrative convenience and operational efficiency, the Registered Office of the Company is in the process of being shifted from A - 201, 2nd Floor, Prime Trade Centre, Above Model Co-Op Bank, Sativali, Vasai (East), Palghar - 401208 (Jurisdiction Of Roc Mumbai-II) to 2012, 20th Floor, 9 Business Bay, Off New Link Road, Behind Evershine Mall, Malad West, Mumbai - 400064 (Jurisdiction of ROC Mumbai-I) within the State of Maharashtra. The necessary applications, forms, and compliances, including Form INC-23, are currently being filed and processed with the Regional Director / Registrar of Companies (ROC), and the final Form INC-22 will be filed upon receipt of the formal approval.
iii. The Audited Standalone Financial Statements of the Company for the Financial Year ended March 31, 2026, alongside the Auditors Report, were reviewed and approved by the Board of Directors at their meeting held on 25th August, 2026 pursuant to the provisions of Section 134 of the Companies Act, 2013.
iv. The Board of Directors re-appointed Leela Fintech Services LLP, as the Internal Auditor of the company for the Financial Year 2026-2027 at the board meeting held on 25th August, 2026.
SHARE CAPITAL:
The Authorised Share Capital of the Company as on 31st March, 2026 was Rs. 11,00,00,000/- (Rupees Eleven Crore Only) divided into 1,10,00,000 (One Crore Ten Lakh) Equity Shares of Rs. 10 / - each.
The Paid- up Equity Share Capital of the Company as on 31st March, 2026 was Rs. 10,27,20,000/- (Rupees Ten Crore Twenty- Seven Lakhs Twenty Thousand Only) divided into 1,02,72,000 (One Crore Two Lakh Seventy- Two Thousand) Equity Shares of Rs. 10 / - each.
The share transfers held during the period starting from 1st April, 2025 to 31st March, 2026.
| Transferred date | Name of the person (belongs to promoter group) Transferor | Name of the Transferee | No. of shares transferred | % of holding |
| 12.09.2025 | Mrs. Vijaya Mukesh Gupta | Mr. Divyansh Mukesh Gupta | 3,42,600 | 3.34% |
| Ms. Mallika Mukesh Gupta | 3,42,600 | 3.34% | ||
| Mr. Shubhang Mukesh Gupta | 3,42,600 | 3.34% | ||
| Total | 10,27,800 |
There was no transmission of shares during the period starting from 1st April, 2025 to 31st March, 2026.
The Company does not have any subsidiary/joint venture/associate companies.
However, the Company has three group companies namely Bharatronics Private Limited, Kundan Fastening Private Limited and Kundan Industries Limited and Group LLP namely Green Hotspot Agriventures LLP.
As on March 31, 2026, the Board of Directors and KMP of the Company comprises of 5 (Five) Directors, of which 3 (Three) are Non- Executive Independent Directors &
2 (Two) are Executive Directors and 1 (One) Company Secretary and 1 (One) Chief Financial Officer.
The constitution of the Board of the Company is in accordance with Section 149(6) of the Companies Act, 2013 and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The details are as follows:
| Sr. No. | Name of Directors | Designation |
| 1. | Mr. Divyansh Mukesh Gupta | Managing Director and Chairman |
| 2. | Ms. Mallika Mukesh Gupta | Whole-time Director |
| 3. | Mr. Satish Inani | Non-Executive and Independent Director |
| 4. | Mr. Ulhas Joshi | Non-Executive and Independent Director |
| 5. | Mr. Girish Kumar Joshi | Non-Executive and Independent Director |
| 6. | Mr. Mahesh Singh Masani | Chief Financial Officer |
| 7. | Ms. Pooja Manish Pandey | Company Secretary and Compliance Officer |
On the basis of the written representations received from the Directors, none of the above directors are disqualified under Section 164 (2) of the Companies Act, 2013 and are also not debarred by SEBI or any other Statutory authority for holding office of a Director.
There are no changes in Directors and Key Managerial Personnel for the period under review.
There was no appointment and resignation of any directors during the financial year under review.
There was no appointment and resignation of Key Managerial Personnel during the financial year under review.
Mr. Divyansh Mukesh Gupta, Managing Director of the Company retiring by rotation at the ensuing Annual General Meeting, offers himself for re- appointment.
The detailed terms of re- appointment have been made in Annexure - A.
CHANGE IN THE NATURE OF BUSINESS:
During the year under review, there was no change in the nature of the business of the company.
The details of loans, advances and/or guarantee provided by the Company and investments as per section 186 of the Companies Act, 2013, which are required to be disclosed in the annual accounts of the Company are provided in Notes to the financial statements.
The Composition of various committees is in accordance with applicable provisions of the Companies Act, 2013 and the Rules thereunder and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.
A. Audit Committee. B. Nomination and Remuneration Committee. C. Stakeholders Relationship Committee. D. Corporate Social Responsibility Committee. E. Independent Directors Committee.
The Audit Committee of the Company is constituted in accordance with the section 177 of the Companies Act, 2013 and Regulation 18 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and the Committee comprises four (4) qualified members (i.e. Three (3) Independent Directors and 1 (Managing Director).
All the members have financial and accounting knowledge.
The Audit Committee acts in accordance with the terms of reference specified from time to time by the Board.
The Committee met Four (4) times during the financial year on 24th May, 2025, 3rd Sep, 2025, 14th November, 2025 and 11th March, 2026 and the gap between two meetings did not exceed one hundred twenty days. The necessary quorum was present for all the meetings.
16TH ANNUAL REPORT 2025- 2026
The composition of the Audit Committee and the details of meetings attended by its members are given below:
| Name of the Members | Category | Audit Committee Meetings Dates (2025-2026) | |||||
| 24th May, 2025 | 3rd Sep, 2025 | 14th Nov, 2025 | 11th Mar, 2026 | No. Meetings Entitled to Attend | No. of Meetings Attended | ||
| Mr. Satish Inani | Chairperson (Independent Director Non-Executive Director) | Yes | No | Yes | Yes | 4 | 3 |
| Mr. Girish Kumar Joshi | Member (Independent Director Non-Executive Director) | No | Yes | Yes | Yes | 4 | 3 |
| Mr. Ulhas Joshi | Member (Independent Director Non-Executive Director) | Yes | Yes | Yes | Yes | 4 | 4 |
| Mr. Divyansh Mukesh Gupta | (Managing Director) | Yes | Yes | Yes | Yes | 4 | 4 |
The Nomination and Remuneration Committee of the Company is constituted in accordance with Regulation 19 of The SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and Section 178 of the Companies Act, 2013. The Committee comprises three (3) qualified members (i.e. Three (3) Independent Directors).
The role of the committee has been defined as per section 178(3) of the Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.
The Nomination & Remuneration Committee acts in accordance with the terms of reference specified from time to time by the Board.
The Committee met once (1) during the year on 3rd September, 2025. The necessary quorum was present at the meeting.
The composition of the new Nomination and Remuneration Committee and the details of meetings attended by its members are given below:
| Name of the Members | Category | NRC Meetings Date (2025-2026) | ||
| 3rd September, 2025 | No. of Meetings Entitled to Attend | No. of Meetings Attended | ||
| Mr. Girish Kumar Joshi | Chairperson (Independent Director) | Yes | 1 | 1 |
| Mr. Satish Inani | Member | Yes | 1 | 1 |
| Mr. Ulhas Joshi | Member | Yes | 1 | 1 |
Nomination and Remuneration Policy are hosted on the website of the Company i.e. www.visdem.com .
The performance of Independent Directors was evaluated on the following criteria:
Exercise of independent judgment in the best interest of Company; Ability to contribute to and monitor corporate governance practice; Adherence to the code of conduct for independent directors.
The entire Board of Directors carried out the performance evaluation of the Independent Directors on various parameters like engagement, analysis, decision making, communication and interest of stakeholders. In the evaluation process the Directors, who were subjected to evaluation did not participate.
The Stakeholders Relationship Committee of the Company is constituted in accordance with Regulation 20 of The SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and Section 178 of the Companies Act, 2013. The Committee comprises three qualified members (i.e. 2 Non- Executive Independent Directors and 1 Executive Director).
The role and functions of the Stakeholders Relationship Committee are the effective redressal of grievances of shareholders, debenture holders and other security holders including complaints related to transfer of shares, non- receipt of balance sheet, non- receipt of declared dividends. The Committee overviews the steps to be taken for further value addition in the quality of service to the investors.
The Company has designated the e- mail ID: cs@visdem.com and cameo@cameoindia.com exclusively for the purpose of registering complaint by Page 26 of 102 investors electronically. This e- mail ID is displayed on the Companys website i.e. www.visdem.com
The following table shows the nature of complaints received from the shareholders during the years 2025- 2026.
| Nature of Complaints | Received | Pending | Disposed |
| 1. Non receipt of Annual Report | - | - | - |
| 2. Non-Receipt of Share Certificates after transfer | - | - | - |
| 3. Non-Receipt of Demat Rejected S/Cs | - | - | - |
| 4. Others | - | - | - |
| Total | - | - | - |
There were no complaints pending as on 31st March, 2026.
The Stakeholder Relationship Committee acts in accordance with the terms of reference specified from time to time by the Board.
| Name of the Members | Category | Stakeholder Relationship Committee Meetings Dates (2025-2026) | ||
| 11th March, 2026 | No. of Meetings entitled to Attend | No. of Meetings Attended | ||
| Mr. Girish Kumar Joshi | Chairperson (Independent Director) | Yes | 1 | 1 |
| Mr. Satish Inani | Member (Independent Director) | Yes | 1 | 1 |
| Mr. Divyansh Mukesh Gupta | Member (Managing Director) | Yes | 1 | 1 |
The Committee met Once (1) during the year on 11th March, 2026. The necessary quorum was present at the meeting.
The composition of the Stakeholders Relationship Committee and the details of meetings attended by its members are given below:
The Corporate Social Responsibility Committee of the Company is constituted in accordance with the section 135 of the Companies Act, 2013 and comprises of three qualified members (i.e. 1 Non- Executive Independent Directors and 2 Executive Directors).
The CSR Committee acts in accordance with the terms of reference specified from time to time by the Board.
The Committee met one (1) time during the financial year on 11th March, 2026. The necessary quorum was present at the meeting.
The composition of the CSR Committee and the details of meetings attended by its members are given below:
| Name of the Members | Category | CSR Committee Meetings Dates (2025-2026) | ||
| 11th March, 2026 | No. Meetings Entitled to Attend | No. of Meetings Attended | ||
| Mr. Satish Inani | Chairperson (Independent Director) | Yes | 1 | 1 |
| Mr. Divyansh Mukesh Gupta | Member (Managing Director) | Yes | 1 | 1 |
| Ms. Mallika Mukesh Gupta | Member (Whole Time Director) | Yes | 1 | 1 |
As stipulated by the Code of Independent Directors under Schedule IV of the Companies Act, 2013 and The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Independent Directors of the Company shall hold at least one meeting in a year without the presence of Non- Independent Directors and members of the management. All the independent Directors shall strive to be present at such meeting.
The independent Directors in their meeting shall, inter alia
(a) review the performance of non-independent Directors and the board of Directors as a whole; (b) review the performance of the chairperson of the listed entity, taking into account the views of executive Directors and non-executive Directors; (c) assess the quality, quantity and timeliness of flow of information between the management of (d) the listed entity and the board of Directors that is necessary for the board of Directors to effectively and reasonably perform their duties.
Independent Directors met once during the year on 11th March, 2026 and was attended by all Independent Directors.
None of the Non- Executive Independent Directors or their relatives holds Equity Shares of the Company.
There were no independent directors appointed during the financial year 2025- 2026 in the Company. The declaration by Independent Directors as per provisions of Section 149 (6) of Companies Act, 2013 and SEBI regulations, are kept under the records of the Company.
The following Meetings of the Board of Directors were held during the financial year 2025- 2026:
| Sr. No. | Date of Meeting | Board Strength | No. of Directors Present |
| 1 | 24/05/2025 | 5 | 4 |
| 2 | 03/09/2025 | 5 | 4 |
| 3 | 14/11/2025 | 5 | 5 |
| 4 | 11/03/2026 | 5 | 5 |
The following Meetings of the Shareholders were held during the financial year 2024- 2025:
| Sr. No. | Particulars | Date of Meeting | No. of Members Present |
| 1 | Annual General Meeting | 30/09/2025 | 7 |
ANNUAL RETURN:Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act 2013, the Annual Return in Form MGT-7 as on March 31, 2026 is available on the Companys website at www.visdem.com .
The Company has in place adequate internal controls with reference its nature of business which meets the following objectives:
a. providing assurance regarding the effectiveness and efficiency of operations; b. efficient use and safeguarding of resources; c. compliance with policies, procedures and applicable laws and regulations; and d. transactions being accurately recorded and promptly reported.
During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.
Internal Financial Controls are an integral part of the risk management framework and process that address financial and financial reporting risks. The key internal financial controls have been documented, automated wherever possible and embedded in the business process. The Company has in place adequate internal financial controls with reference to Financial Statement.
Assurance on the effectiveness of internal financial controls is obtained through management reviews and self- assessment, continuous control monitoring by functional experts as well as testing of the internal financial control systems by the Statutory Auditors and Internal Auditors during the course of their audits.
The Company believes that these systems provide reasonable assurance that the Companys internal financial controls are adequate and are operating effectively as intended.
M/s. Valawat & Associates, Chartered Accountants (Registration No. 003623C) were appointed as the Statutory Auditors of the Company at the 15th AGM of the Company held on September 30, 2025 for a term of five years to hold office till the conclusion of the 20th AGM to be held in the year 2030.
The Statutory Auditors have issued an unmodified opinion on the standalone financial statements of the Company for the year ended March 31, 2026 and the Auditors Report for the year under review does not contain any qualification, reservation, adverse remark or disclaimer.
The Notes on financial statement referred to in the Auditors Report are selfexplanatory and do not call for any further comments.
The Auditors Report doesnt contain any information in relation to fraud.
Pursuant to the provisions of section 204 of the Companies Act, 2013, read with the Listing Regulations, the Company is required to undertake the Secretarial Audit. The Company were appointed M/s. M K Saraswat & Associates LLP, Company Secretaries as Secretarial Auditor at the Board Meeting held on 3rd September, 2025 for a term of five years to hold office till the conclusion of the 20th AGM to be held in the year 2030.
The Secretarial Audit Report issued by M/s. M K Saraswat & Associates LLP, Company Secretaries 2025- 2026 does not contain any qualifications or adverse remarks.
The Secretarial Audit report is annexed to the Director Report in Form MR- 3 as Annexure - B.
According to the Section 138 of Companies Act, 2013 and rule 13(1)(2) of Companies (Accounts) Rules, 2014, the Company is required to undertake the Internal Audit for the financial year 2025- 2026. The Company has appointed M/s. LEELA FINTECH SERVICES LLP, as Internal Auditor at the Board meeting on 25th August, 2026 for the financial year 2026- 2027.
The Internal Audit Report issued by M/s. LEELA FINTECH SERVICES LLP, for the financial year 2025- 2026 does not contain any qualifications or adverse remarks.
The observations of the Statutory Auditors, when read together with the relevant notes to the accounts and accounting policies are self- explanatory and does not call for any further comment from Board of Directors.
There are no observations from Internal Auditors in their report, the report is self- explanatory and does not call for any further comment by the Board of Directors.
The observations of the Secretarial Auditors, when read together with the relevant notes to the accounts and accounting policies are self- explanatory and does not call for any further comment from Board of Directors.
The Company has not accepted Public Deposits within the purview of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.
The Central government has not prescribed the maintenance of cost records under section 148 (1) of the Companies Act, 2013.
All related party transactions that were entered into during the financial year ended March 31, 2026, were on an arms length basis and were in the ordinary course of business. Therefore, the provisions of Section 188 of the Companies Act, 2013 were not attracted.
There are no materially significant related party transactions during the financial year under review made by the Company with Promoters, Directors, or other designated persons which may have a potential conflict with the interest of the Company at large. Thus, disclosure in Form AOC- 2 is not required.
However, the disclosure of transactions with related parties for the financial year, as per Accounting Standard - 18 Related Party Disclosures is given in Note 31 to the Balance Sheet as on March 31, 2026.
The particulars as required under the provisions of Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo.
The Company has not spent any substantial amount on Conservation of Energy or technology absorption as per the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014.
The Foreign Exchange Earnings and Foreign Exchange Outgo for the period under review:
( in Lakhs)
| Particulars | Year ended March 31, 2026 | Year ended March 31, 2025 |
| Foreign Exchange Earnings | 0.00 | 0.00 |
| Foreign Exchange Outgo | 2724.71 | 2327.21 |
The brief outline of the Corporate Social Responsibility (CSR) policy of the Company and the initiatives undertaken by the Company on CSR activities during the year under review are set out in Annexure - C.
The CSR policy is available on the website of the Company i.e. www.visdem.com .
During the current financial year, the Company has incurred a CSR expenditure of ?15,00,000 through a contribution to the Drishti Foundation, as per Receipt No. 5152 dated 17.02.2026. The donation has been made during financial year 2025- 26 in compliance with the applicable provisions of the Companies Act.
The total CSR spend during the financial year 2025- 26 amounts to Rs. 15 Lakhs against an obligation of Rs. 10.57 Lakhs. Hence, there is an excess spend of Rs. 4.43 Lakhs.
MANAGERIAL REMUNERATION:
During the period under review, the Company has complied with provisions made under the Section 197 of Companies Act, 2013 and Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Disclosure under Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2015 is given in Annexure - D.
Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors of the Company confirms that
a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; b) 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 at the end of the financial year and of the profit of the company for that period; c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; d) The directors had prepared the annual accounts on a going concern basis; and e) 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.
The Company is listed on SME Emerge platform of National Stock Exchange does not require to submit the secretarial compliance report for the financial year 2025- 2026 as per regulation 24A of SEBI (Listing and Obligations Disclosure Requirements), Regulations, 2015,
The Company is listed on SME Emerge platform of National Stock Exchange; provisions related to corporate governance are not applicable to the company.
The Company has a vigil mechanism called Whistle Blower Policy with a view to provide a mechanism for Directors and employees of the Company to raise concerns of any violations of any legal or regulatory requirement, incorrect or misrepresentation of any financial statement and reports etc. The Policy provides adequate safeguards against victimization of Director(s)/ employee(s) and direct access to the Chairman of the Audit Committee in exceptional cases.
No Director/ employee have been denied access to the Chairman of the Audit Committee and that no complaints were received during the year.
The details of the Policy have been posted on the Companys website www.visdem.com .
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre- clearance for dealing in the Companys shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. Further the Directors and all the designated persons have confirmed that they have adhere to the code.
The details of the Code of Conduct have been posted on the Companys website www.visdem.com .
CFO Compliance Certificate as required under Regulation 17(8) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is given in Annexure - E.
The Management Discussion and Analysis Report as required under Regulation 34 read with Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations, 2015) forms part of this Annual Report. Certain Statements in the said report may be forward- looking. Many factors may affect the actual results, which could be different from what the Directors envisage in terms of the future performance and outlook.
Management Discussion and Analysis Report is given in Annexure - F to the Directors Report.
The details of familiarization programs for Independent Directors are given in Annexure - G. The details of the familiarization programs for independent directors have been posted on the Companys website www.visdem.com .
The certificate of non- disqualification of directors for the financial year 31st March, 2026, is annexed as Annexure - H.
COMPLIANCE WITH SECRETARIAL STANDARDS:
During the period, under review your Company is in compliance with all the applicable Secretarial Standards as specified or issued by the Institute of Company Secretaries of India.
The Company takes pride in the commitment, competence and dedication shown by its employees in all areas of business.
Many initiatives have been taken to support business through organizational efficiency, process change support and various employee engagement programs which has helped the Organization achieve higher productivity levels. A significant effort has also been undertaken to develop leadership as well as technical/ functional capabilities in order to meet future talent requirement.
In accordance with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (POSH Act) and Rules made thereunder, the Company has in place a policy which mandates no tolerance against any conduct amounting to sexual harassment of women at workplace. The Company has an Internal Committee to redress and resolve any complaints arising under the POSH Act. Training / Awareness programs are conducted throughout the year to create sensitivity towards ensuring respectable workplace.
Your directors further state that during the period under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
As part of our ongoing commitment to employee welfare, diversity, and inclusion, we continue to support our staff through a comprehensive maternity policy. This policy reflects our dedication to creating a family- friendly workplace and ensuring that all employees feel supported during key life events.
The Company affirms that it has duly complied with all provisions of the Maternity Benefit Act, 1961, and has extended all statutory benefits to eligible women employees during the year.
Neither any application was made nor any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the period under review.
No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operations in future.
DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE-TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:
As Company has not done any one- time settlement during the year under review hence no disclosure is required.
a) Annual General Meeting - Date, Time, Venue
| Annual General Meeting | 16th Annual General Meeting |
| Day & Date | Wednesday, 30th September, 2026 |
| Time | 03.30 p.m. |
| Venue | Through Video conferencing |
For details, please refer to the Notice of this AGM.
The particulars of directors seeking re- appointment at the ensuing AGM are mentioned in the Annexure- A to the Notice of this AGM.
The Company is listed on SME Emerge Platform of NSE Limited.
NSE Scrip Name: VISDEMDepository Connectivity: NSDL & CDSLISIN Number for equity shares of the Company: INE0OWX01025
High & Low during the financial year 2025- 2026 on NSE:
| Month | High | Low | Closing |
| June, 2025 | 129.50 | 114.00 | 117.10 |
| September, 2025 | 115.00 | 90.00 | 95.80 |
| December, 2025 | 98.40 | 85.00 | 89.00 |
| March, 2026 | 88.00 | 61.00 | 83.95 |
f) Distribution of Shareholding as on 31st March, 2026:
| No. of Equity Shares held | No. of Shareholders | No. of Shares held | % in Equity Capital |
| 1 to 1000 | 0 | 0 | 0.00% |
| 1001-5000 | 0 | 0 | 0.00% |
| 5001-1000 | 1 | 1000 | 0.01% |
| 1001-2000 | 47 | 1565200 | 5.50% |
| 2001-3000 | 15 | 1362400 | 3.53% |
| 3001-4000 | 60 | 216000 | 2.10% |
| 4001-5000 | 31 | 148800 | 1.45% |
| 5001-10000 | 47 | 349200 | 3.40% |
| 10001-and above | 588 | 8629400 | 84.01% |
| Total | 819 | 10,27,20,000 | 100% |
g) Shareholding Pattern as on 31st March, 2026:
| Sr. No. Category of Shares | No. of Shares | % of total shares |
| (A) Promoter & Promoter Group: | ||
| (a) Individuals/Hindu Undivided Family | 74,25,000 | 72.28 |
| Sub Total: | 74,25,000 | 72.28 |
| (B) Public Shareholding: | ||
| 1. Institutions | ||
| (a) Financial Institutions/Banks/Any Others | 9,600 | 0.09 |
| (b) Foreign Institutional Investors | 0 | 0.00 |
| 2. Non-Institutions | ||
| (a) Directors and their relatives (excluding Independent Directors and Nominee Directors) | 0 | 0 |
| (b) Individuals | 25,80,600 | 25.13 |
| (c) Trust | 0 | 0 |
| (d) Hindu Undivided Family | 1,21,200 | 1.18 |
| (e) Non-Resident Indians (NRI) | 25200 | 0.25 |
| (f) Bodies Corporate | 74,400 | 0.72 |
| (g) LLP | 36,000 | 0.35 |
| Sub Total: | 28,47,000 | 27.72 |
| GRAND TOTAL | 1,02,72,000 | 100.00 |
The equity shares of the Company are currently traded only in dematerialized form and the Company has entered into agreements with the depository i.e. National Securities Depository Limited (NSDL). Under the Depository system, the International Securities Identification Number (ISIN) allotted to the Companys equity shares is INE00WX01025.
As on March 31, 2026, 1,02,72,000 Equity Shares were held in dematerialized form with NSDL and CDSL. The 100% shareholding of Promoters & Promoters Group is in dematerialised form in compliance with Regulation 31(2) of the Listing Regulations.
i) Outstanding GDRs/ADRs/Warrants or any Convertible instruments, conversion date & likely impact on equity:
No GDRs/ADRs/Warrants or convertible instruments have been issued by the Company.
Details of shares in suspense account: There are no shares in suspense account.
The Directors wish to express their grateful appreciation to the continued cooperation received from the Banks, Government Authorities, Customers, Vendors and Shareholders during the year under review.
The Directors appreciate & value the contribution made by every member of the company.
For and on Behalf of the Board of Directors
Videm Technosys Limited (Formerly Known as Kundan Edifice Limited)
Sd/ Divyansh Mukesh Gupta Chairman& Managing Director DIN:06846463
Sd/ Mallika Mukesh Gupta Whole Time Director DIN:07961410
Date:25/08/2026 Place: Vasai
DETAILS OF DIRECTOR SEEKING APPOINTMENT/RE- APPOINTMENT IN THE FORTHCOMING ANNUAL GENERAL MEETING [PURSUANT TO REGULATION 36(3) OF SEBI (LISTING AND OBLIGATIONS AND DISCLOSURE REQUIRMENTS) REGULATIONS, 2015 AND SECRETARIAL STANDARDS- 2 ISSUED BY THE INSTITUTE OF COMPANY SECRETARIES OF INDIA]
| Name of Director | Ms. Mallika Mukesh Gupta |
| DIN | 07961410 |
| Date of Birth | 04/03/1996 |
| Age | 31 Years |
| Tenure of re \u2013 appointment | NA |
| Reason for re- appointment | Retire by Rotation |
| Brief resume & Nature of expertise in specific functional areas | She is associated with the Company since 2017. She holds a bachelors degree in art & design from the University of Arts London. |
| Disclosure of relationship | Ms. Vijaya Mukesh Gupta \u2013 Mother Mr. Divyansh Mukesh Gupta \u2013 Brother Mr. Shubhang Mukesh Gupta \u2013 Brother |
| Names of listed entities in which the person also holds the directorship except Visdem Technosys Limited | N.A. |
| No. of Equity Shares held in the Company | 11,25,000 |
| Membership & Chairmanships of Committees of the Board | CSR Committee. |
Note: Membership/Chairmanship in Committees including Visdem Technosys Limited has been considered.
For and on Behalf of the Board of Directors Visdem Technosys Limited (Formerly Known as Kundan Edifice Limited)
Sd/- Divyansh Mukesh Gupta Chairman & Managing Director DIN:06846463
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