Directors Report of Kiduja India Ltd.

Mar 31, 2025

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:

Name of the Director	Attendance at the Board Meetings			held on
	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	?	?	?	?

Name of the Director	Attendance at the Board Meetings held on			AGM held on
	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 sub¬
division (stock split) of 24,00,000 Equity Shares of Rs.10/- each to 2,40,00,000 Equity Shares
of Rs.1/- each.

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

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

17. Particulars of contracts or arrangements with Related Parties

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

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

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

19. Internal Control Systems and their adequacy:

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

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

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

20. Adequacy of Internal Financial Controls related to Financial Statements

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

21. Corporate Governance

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

22. Transfer of amounts to Investor Education and Protection Fund

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

23. Statutory Auditors

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

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

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

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

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

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

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

Management’s reply:

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

24. Internal Auditors

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

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

25. Fraud Reporting

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

26. Secretarial Auditors

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

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

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 1st 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^th August 2024, 14^th November 2024, and 14^th February 2025.

Attendance of members at Audit Committee Meetings:

Name of the Member	Attendance at the meetings held on:
	24th May 2024	09th Aug 2024	14th Nov 2024	14th 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	20th June	14th Feb
	2024	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	20th June	30th Aug
	2024	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 co¬
operation extended by them. The Directors also gratefully acknowledge all stakeholders of the
Company viz. employees, members, customers, dealers, vendors, banks and other business
partners for their unstinted commitment and continued support and contribution to the Company.

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

Sd/- Sd/-

Ashish D. JAIPURIA Archana A. JAIPURIA

Managing Director Director

DIN: 00025537 DIN: 00025586

Place : Mumbai
Date : 27^th June 2025

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Mar 31, 2024

Your Directors have pleasure in presenting the 38^th Annual Report of Kiduja India Limited (“the Company”) on the business and operations for the Financial Year ended 31^st March 2024.

1. Business Overview / State of Company’s affairs

Kiduja India Limited is an India-focused Investments Company (NBFC) specialising in investment and dealing in shares and securities listed on the various Indian Stock Exchanges. During the year under review, the Company has made profit of Rs.3,39,402.91 thousand.

2. Financial Performance

The Financial performance of the Company for the financial year ended 31^st March 2024 is summarized below:

Particulars	Financial Year	Financial Year
	2023-24	2022-23
Revenue from Operations	4,50,268.71	-
Other Income	-	-
Total Revenue	4,50,268.71	-
Less: Expenses	1,10,865.80	66,088.85
Profit / (Loss) before Tax & Exceptional Item	3,39,402.91	(66,088.85)
Exceptional item	-	-
Profit / (Loss) before Tax	3,39,402.91	(66,088.85)
Less: Tax Expenses	-	-
Profit / (Loss) after Tax	3,39,402.91	(66,088.85)
Other Comprehensive Income	-	-
Total Comprehensive Income for the year	3,39,402.91	(66,088.85)

The Company made a profit of Rs.3,39,402.91 thousand during the FY 23-24 as against a loss of Rs. 66,088.85 thousand during the FY 22-23.

3. Dividend

To fuel the aggressive investment growth plans in the near future, we need to conserve the financial resources of your Company. Therefore, 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 2024 and accordingly, no amounts on account of principal or interest on public deposits were outstanding as on 31^st March 2024.

8. Directors and Key Managerial Personnel

Mr. Ashish D. Jaipuria was re-appointed as the Managing Director and Chairman of the Company for a term of 5 years with effect from 01^st July 2023.

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

As on 31^st March 2024, the Board of the Company comprises of the following 6 (Six) Directors:

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

*In terms of Section 152(6) of the Act read with the Articles of Association of the Company, Mrs. Archana A. Jaipuria, Director being longest in office, shall retire by rotation and being eligible has offered herself for re-appointment at the ensuing Annual General Meeting of the Company.

The appointment of Mrs. Archana A. Jaipuria, liable to retire by rotation, as Non-Executive Woman Director of the Company forms part of the notice of the forthcoming Annual General Meeting and the resolution is recommended for Members’ approval. A brief profile of Mrs. Archana A. Jaipuria has also been included in the notice convening the ensuing Annual General Meeting of the Company.

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.

Pursuant to the provisions of Section 203 of Companies Act, 2013, Mr. Sanjay Nawal has been appointed as the Chief Financial Officer (Key Managerial Personnel), w.e.f. 03^rd April 2023 as on the date of this Report.

Further, after the closure of the financial year, CS Pooja M. Chavan (ACS - 40098) resigned from the post of Company Secretary & Compliance Officer and a Key Managerial Personnel of the Company with effect from closing of business hours of 06^th June 2024.

9. Statement on Declaration given by Independent Directors

In terms of Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014 every individual who is appointed as Independent Director or who intends to get appointed as an Independent Director needs to apply to the institute for inclusion of his name in the data bank.

In this regard, declarations were received from Mr. Samir Sanghai and Mr. Vivek Tekriwal, Independent Directors of the Company confirming that they meet the criteria of independence as specified in Section 149(6) and Section 149(7) of the Companies Act, 2013.

The Board of the Company also confirms its overall satisfaction on the integrity, expertise, and experience of the Independent Directors of the Company.

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

The Board of Directors at their Meeting held on 01^st April 2024 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 2023-24 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.

11. 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.

12. 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.

13. 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.

14. 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.

15. 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.

16. Board Meetings

The Board generally meets 5-8 times during the year. 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. Adequate notice is given to all Directors to schedule the Board Meetings. Agenda and detailed notes on agenda are sent in advance.

The Company held a minimum of one Board meeting in every quarter with a gap not exceeding 120 days between two board meetings. During the year ended 31^st March 2024, 11 (Eleven) Board Meetings were held, the details of which is as under:

Rnarri Meetinn<: held riurinn the Year-

Sr. No.	Dates on which the Board Meetings were held	Total Strength of the Board	No of Directors Present
1	03.04.2023	6	6
2	30.05.2023	6	6
3	24.07.2023	6	6
4	10.08.2023	6	6
5	23.08.2023	6	6
6	13.11.2023	6	6
7	16.11.2023	6	6
8	09.01.2024	6	6
9	02.02.2024	6	6
10	16.03.2024	6	6
11	28.03.2024	6	6

Name of the Director

Attendance at the Board Meetings held on

AGM held on

EGM held on

1

2

3

4

5

6

7

8

9

10

11

28.09.2023

16.12.2023

Mr. Ashish D. Jaipuria

?

?

?

?

?

?

?

?

?

?

?

?

?

Mrs. Archana A. Jaipuria

?

?

?

?

?

?

?

?

?

?

?

?

?

Mr. Ujjval A. Jaipuria

?

?

?

?

?

?

?

?

?

?

?

?

?

Mr. Kushal A. Jaipuria

?

?

?

?

?

?

?

?

?

?

?

?

?

Mr. Samir Sanghai

?

?

?

?

?

?

?

?

?

?

?

?

?

Mr. Vivek Tekriwal

?

?

?

?

?

?

?

?

?

?

?

?

?

17. Share Capital

As on 31^st March 2024, the Authorised Share Capital of the Company is Rs.2,40,00,000 divided into 24,00,000 Equity Shares of Rs.10/- each and the Subscribed and Paid-up Share Capital of the Company is Rs.2,00,00,000 divided into 20,00,000 Equity Shares of Rs.10/- each.

During the year under review, the Authorised Share Capital of the Company was increased from Rs.1,75,00,000 divided into 17,50,000 Equity Shares of Rs.10/- each to Rs.2,40,00,000 divided into 24,00,000 Equity Shares of Rs.10/-

During the year under review, the Company had issued 6,85,000 Convertible Equity Warrants of Rs.100 each on preferential basis to person belonging to Promoter and Promoter group pursuant to the approval granted by the Board of Directors and Shareholders at their respective meetings held on 16^th November 2023 and 16^th December 2023. These warrants were convertible at the option of warrant holders in one or more tranches, within 18 months from the date of allotment, into equal number of fully paid-up Equity Shares of the Company of Rs.10/- each.

Further, the Company had received approval dated 04^th March 2024 from SEBI condoning delay of one day in making application for in-principle approval for allotment of warrants in compliance with Regulation 160(f) of SEBI (Issue of Capital and Disclosure Requirements) Regulation 2018.

The Board at its meeting held on 16^th March 2024 allotted 6,85,000 Convertible Equity Warrants to Mr. Ashish D. Jaipuria, Mr. Ujjval A. Jaipuria and Mr. Kushal A. Jaipuria.

The Company has received applications from the share warrants holders for conversion of 2,85,000 Equity Convertible Warrants into Equity shares. Accordingly, 2,85,000 equity shares of Rs.10/- each were allotted on 28^th March 2024 on conversion of share warrants as per details given below:

Sr. No.	Name of the Promoter	Pre 1st Conversion holding	No. of Convertible Equity Warrants held	No. of Convertible Equity Warrants converted into Equity Shares	No. of Equity Shares held post preferential issue
1	Mr. Ashish D. Jaipuria	11,15,000	2,05,000	5,000	11,20,000
2	Mr. Ujjval A. Jaipuria	0	2,40,000	1,40,000	1,40,000
3	Mr. Kushal A. Jaipuria	0	2,40,000	1,40,000	1,40,000

The Company received Listing Approval and Trading Approval for the above-mentioned Equity Shares from BSE on 21^st May 2024 and 24^th May 2024 respectively.

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.

Mr. Ashish D. Jaipuria, Managing Director of the Company holds 11,20,000 (56%); Mr. Ujjval A. Jaipuria, Director of the Company holds 1,40,000 (7%) & Mr. Kushal A. Jaipuria, Director of the Company holds 1,40,000 (7%) Equity Shares of the Company as on 31^st March 2024.

After the closure of financial year, the Company has received an application from the equity convertible 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 2nd Conversion holding	No. of Convertible Equity Warrants held	No. of Convertible Equity Warrants converted into Equity Shares	No. of Equity Shares held 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

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

18. 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 are 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 2024.

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

As the Company is a Non-Banking Financial Company registered with the RBI, the provisions of Section 186 except sub-section (1) regarding particulars of the investment made shall not apply to the Company pursuant to Section 186(11) of the Companies Act, 2013.

The Company has not advanced any loans or given any guarantee or security which is covered under Section 186 of the Companies Act, 2013.

20. 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.

21. 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.

22. 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 where Equity Share Capital has not exceeded Rupees Ten Crore and Net Worth has not exceeded Rupees Twenty Five Crore.

23. 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 2024.

24. Statutory Auditors

At the 37^th Annual General Meeting held on 28^th September 2023, M/s Lodha & Co. LLP, Chartered Accountants, having Firm Registration No. 301051E were appointed as Statutory Auditors of the Company to hold office for a term of five years from the conclusion of that Annual

General Meeting till the conclusion of the Annual General Meeting to be held for the financial year ending on 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.

Management’s reply:

The Management has taken various necessary steps including preferential issue of securities towards making the Company’s 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.

25. Internal Auditors

The Company had appointed Mr. Ravindra Gurav, 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 2023-24.

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.

26. 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.

27. Secretarial Auditors

Pursuant to Section 204 of the Companies Act, 2013 and 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 Secretary, to conduct Secretarial Audit for the financial year 2023-24. 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 2024 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(a)	Delay in filing following Forms: • Form MGT-14 for Reappointment of Mr. Ashish D. Jaipuria (DIN: 00025537) as Managing Director and Chairman of the Company. • Form MR-1 for Reappointment of Mr. Ashish D. Jaipuria (DIN: 00025537) as Managing Director and Chairman of the Company.	The filing of the mentioned two e-forms were unfortunately delayed by the Company. We have now tightened our internal controls to ensure that such delay does not repeat.
1(b)	Non-Compliance under Section 91 of the Act with respect to publication of notice of book closure in the newspaper.	Publication of advertisement of Notice of Book Closure in the newspaper was inadvertently missed out by the Company. The Company will ensure compliance with LODR Regulations in future.
1(c)	Non-compliance under Rule 20 Companies (Management and Administration) Rules, 2014 of the Act with respect to the publication of advertisement of Notice of AGM in the newspaper.	Publication of advertisement of Notice of AGM in the newspaper was inadvertently missed out by the Company. The Company will ensure compliance with LODR Regulations in future.
2(a)	Regulation 39(3) - Non-Compliance with respect to submission of information	We had received the intimation regarding loss of the share certificates vide email on Friday,

	regarding loss of share certificates within two days of receipt of information.	13-10-2023. Whereas we informed the BSE on Monday, 16-10-2023 i.e. after 3 days (instead of 2 days). This delay of 1 day was caused due to our office being closed for the weekend.
2(b)	Regulation 44 - Non-compliance with respect to submission of voting results to the stock exchange, within two working days of conclusion of its Annual General Meeting held on 28th September 2023.	The Voting Result in XBRL mode & Scrutinizer Report were both submitted on 29-09-2023, i.e. one day after the AGM. However, the Voting Result in PDF format was submitted later on 05-10-2023. This lapse shall not recur.
2(c)	Regulation 47 - Non-compliance with respect to publication of Audited and Unaudited financial results, notice of Board Meetings and Annual General Meeting in the newspaper.	Non-compliance of regulations 47 of SEBI (LODR) Regulations, 2015 was inadvertent on the part of the Company. The Company will ensure compliance with LODR Regulations in future.
2(d)	Regulation 46 - Non-compliance with respect to the publication of copy of advertisement for AGM Notice, on the website of the Company.	Since, the notice of the AGM could not be published inadvertently, hence the same could not be published on the website of the Company. The Company will ensure compliance with LODR Regulations in future.
3	Net Owned Fund of the Company is reduced below Rs.2 Crores	The Management has taken various necessary steps, including preferential issue of securities towards making the Company Networth positive in the near future.

28. 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.

29. 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 5 (five) meetings during the financial year 2023-24 on 30^th May 2023, 10^th August 2023, 13^th November 2023, 16^th November 2023 and 02^nd February 2024.

Attpnrlanrp of mpmhprc at AnHit Cnmmittpp Mpptinnc

Name of th e Member	Attendance at the meetings held on:
	30th May 2023	10th Aug 2023	13th Nov 2023	16th Nov 2023	02nd Feb 2023
Mr. Samir Sanghai	?	?	?	?	?
Mr. Vivek Tekriwal	?	?	?	?	?
Mr. Ashish D. Jaipuria	?	?	?	?	?

30. 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 1 (one) meeting on 30th May 2023. 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 meeting held on:
	30th May 2023
Mr. Samir Sanghai	?
Mr. Vivek Tekriwal	?
Mrs. Archana A. Jaipuria	?

31. 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 30^th May 2023 and 28^th March 2024. All the members of the committee were present at the meeting.

Attenrianre of memhers at Stakeholders’ Relationshin Committee Meetinns-

Name of the Member	Attendance at the meetings held on:
	30th May 2023	28th March 2024
Mr. Samir Sanghai	?	?
Mr. Vivek Tekriwal	?	?
Mr. Ashish D. Jaipuria	?	?

32. 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.

33. 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.

34. 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.

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

M/s. Link Intime India Private Limited is the Registrar and Transfer Agent of the Company.

36. Annual Return

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on 31^st March 2024 is available on the Company’s website at https://kiduja.com/

37. 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 the financial year 2023-24.

38. 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.

39. 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 2024, 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.

40. 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.

41. 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 2023-24.

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 : 30.08.2024

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Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the 29th Annual Report of Kiduja India Limited ("the Company") for the financial year ended on 31st March 2015.

1. Highlights of the Performance

The profit/(loss) before tax of the Company for the year ended 31st March, 2015 is (Rs.80,477,813/-) as compared to (Rs.56,811,712/-) for the previous year.

The profit/(loss) after tax of the Company for the year ended 31st March, 2015 is (Rs.80,477,813/-) as compared to (Rs.56,811,712/-) for the previous year.

2. Financial Results

Amt in Rs.

For the year ended For the year ended March 31, 2015 March 31, 2014

Revenue from Operations 1,427,001 19,778,656

Other Income 300 87,987

Total Revenue 1,427,301 19,866,643

Less: Expenses 81,905,114 76,678,355

Profit / (Loss) before tax (80,477,813) (56,811,712)

Less: Provision for tax including deferred tax NIL NIL

Profit / (Loss) after tax (80,477,813) (56,811,712)

3. Dividend

The Directors do not recommend any dividend.

4. Transfer to Reserves

The Company has suffered a loss during the year under review. The debit balance of Profit & Loss Account has been transferred to Balance Sheet under the head Reserve & Surplus.

5. Directors and Key Managerial Personnel

Mr. Om Prakash Agarwal was designated as Independent Director and Mr. Samir Sanghai was appointed as Additional Director (Independent) of the Company by the Board of Directors at their meeting held on 25th March, 2015. Pursuant to Section 150 (2) of the Companies Act, 2013 appointment of Independent Director shall be approved by the shareholders of the Company in a General Meeting. Pursuant to Section 161 of the Companies Act, 2013 Mr. Samir Sanghai holds office up to this Annual General Meeting. Consent of the members will be sought for designating Mr. Om Prakash Agarwal as Independent Director and for re-appointment of Mr. Samir Sanghai as Independent Director at the ensuing Annual General Meeting.

The Company has received declarations from all the independent directors confirming that they meet the criteria of independence as prescribed under the Companies Act, 2013.

As per provisions of the Act Mr. Darshan Kumar Jain was appointed as CFO of the Company on 25th March, 2015.

Further, based on the confirmations received, none of the Directors are disqualified for appointment under Section 164 of the Companies Act, 2013.

6. Deposits

The Company has not accepted any deposits under section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules, 2014 during the year ended 31st March, 2015.

7. Conservation of Energy, Research and Development, Technology Absorption and Foreign Exchange Earnings & Outgoing

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 step in minimizing the usage of energy to the extent possible to reduce the cost of energy.

Technology Absorption is not applicable to the Company as the company is carrying on the business of a non-banking financial institution (without accepting public deposits).

During the period under review, the foreign exchange earnings and out-go were as under:

(i) Foreign Exchange earnings - NIL

(ii) Foreign Exchange spent - NIL

8. Particulars of Employees

The Company has no employees covered in Sub-rule 2 of Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

9. Extract of Annual Return:

The details forming part of the extract of the annual return in Form MGT-9 is enclosed in Annexure "A".

10. Number of Board Meetings:

The Board generally meets 4-6 times during the year. 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. Adequate notice is given to all Directors to schedule the Board Meetings. Agenda and detailed notes on agenda are sent in advance.

The Company held a minimum of one board meeting in every quarter with a gap not exceeding 120 days between two board meetings. During the year ended 31st March, 2015, six Board Meetings were held, the details of which is as under:

Board Meetings held during the Year

Sr. Dates on which the Board Total Strength No of Directors No. Meetings were held of the Board Present

1. 9th May, 2014 3 2

2. 27th June, 2014 3 3

3. 8th August, 2014 3 3

4. 14th November, 2014 3 3

5. 13th February, 2015 3 3

6. 25th March, 2015 4 4

Attendance of Directors at Board Meetings and Annual General Meeting

Name of the Attendance at the Board Meetings held on Director 09/05/14 27/06/14 08/08/14

Ashish D. Jaipuria Yes Yes Yes

Mrs. Kirti D. Jaipuria Yes Yes Yes

Om Prakash Agarwal Leave of Yes Yes Absence

Samir Sanghai - - -

Name of the Attendance at the Board Director Meetings held on AGM held on 14/11/14 13/02/14 25/03/14 28/08/14

Ashish D. Jaipuria Yes Yes Yes

Mrs. Kirti D. Jaipuria Yes Yes Yes Yes

Om Prakash Agarwal Yes Yes Yes Leave of Absence

Samir Sanghai - - Yes -

11. Changes in Share Capital

The paid up Equity Share Capital is Rs. 1,71,50,000. During the year under review, the Company has neither issued shares nor granted stock options nor sweat equity. As on 31st March, 2015,

Mr. Ashish D Jaipuria, Managing Director of the Company holds 11,15,000 equity shares (65.01%) of the Company.

12. Related party transaction

There are no material significant related party transactions made by the Company with the Promoters or Directors, etc. which may have potential conflict with the interest of the Company at large. Transactions entered into with Related Parties do not attract the provisions of Section 188 of the Companies Act, 2013.

13. Particulars of investments, loans and guarantees under Section 186

The Company has not made any investment or advanced any loans or a guarantee which is covered under Section 186 of the Companies Act, 2013.

14. Internal Control Systems and their Adequacy

Internal Audit plays a key role by providing assurance to the Board of Directors and value addition to the business operations. Your Company has an effective internal control system, which is constantly assessed and strengthened with new/revised standard operating procedures. During the year, Company has appointed Mr. Sanjay Nawal as Internal Auditor of the Company for F.Y.2014-15.

15. 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 at 31st March, 2015.

16. Auditors

M/s Lodha & Co., Chartered Accountants having Firm Registration No. 301051E were appointed as the Statutory Auditors of the Company until the conclusion of the Annual General Meeting for the year ending on 31st March, 2015. The matter relating to re- appointment of M/s Lodha & Co will be placed before the members for approval at the ensuing Annual General Meeting.

M/s Lodha & Co., have furnished a certificate of their eligibility and consent under Section 141 of the Companies Act, 2013 and the Rules framed thereunder confirming that their re-appointment, if made, would be within the prescribed limits under the Act and that they are not disqualified for re-appointment.

The Notes on financial statement referred to in the Auditors' Report are self-explanatory and do not call for any further comments. The Auditors' Report does not contain any qualification, reservation or adverse remark.

17. Secretarial Audit

The Board has appointed Ms. Harshada Pradeep Rane, Practising Company Secretary, to conduct Secretarial Audit for the financial year 2014-15. The Secretarial Audit Report for the financial year ended March 31, 2015 is annexed herewith marked as Annexure "B" to this Report.

Management reply to the observation raised in the Secretarial Audit Report is as under:

Sr No Observation Reply

1. Non compliance under section Publication of notice of 91 of the Act with respect to book closure was publication of notice of book inadvertently missed out by closure in the newspaper. the Company

2. Delay in appointment of Internal Internal Auditor has been Auditor under Section 138 of the appointed with effect Act. from 25th March, 2015 and have submitted its report to the Board before the finalization of accounts for the year ended 31st March, 2015

3. Non compliance under section 149 The Board has appointed of the Act with respect to Independent Director on appointment of Independent 25th March, 2015 subject Director with in prescribed time to approval of members limit.

4. Non Compliance under section 203 Considering the size and of the Act with respect to the operations of the Company, appointment of Company Secretary. the Company is unable to find a suitable candidate for appointment as Company Secretary

5. Non Compliance under clause 30 The Company will ensure with respect to the change in compliance with listing the Board of Director of the agreement in future company.

6. Non Compliance under Clause 41 The Company will ensure with respect to publication of compliance with listing financial results in the agreement in future newspaper.

7. Net Owned Fund of the Company The accumulated losses of is reduced below Rs. 2 Crores the Company are increasing due to interest on borrowed fund

18. Audit Committee

The Audit Committee comprises Mr. Ashish D Jaipuria and Independent Directors namely Mr. Om Prakash Agarwal (Chairman) and Mr. Samir Sanghai as other member. All the recommendations made by the Audit Committee were accepted by the Board.

19. Nomination and Remuneration Committee

The Nomination & Remuneration Committee comprises Non-executive Directors namely Mr. Om Prakash Agarwal (Chairman), Mr. Samir Sanghai and Mrs. Kirti D. Jaipuria as other members.

20. Stakeholders Relationship Committee

The Stakeholders Relationship Committee comprises Mr. Samir Sanghai (Chairman) who is a Non-Executive Director, Mr. Om Prakash Agarwal and Mr. Ashish D. Jaipuria as other members.

21. Vigil Mechanism

The Vigil Mechanism of the Company, which also incorporates a whistle blower policy in terms of the provisions of the Act, includes an Ethics Officer of the Company. Protected disclosures can be made by a whistle blower through an e-mail or a letter to the Ethics Officer or to the Chairman of the Audit Committee.

22. Investment Policy

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 1st 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.

23. 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 31st March, 2015, the applicable accounting standards have been followed;

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

24. Acknowledgement

Your Directors thank the various Central State Government Departments, Organizations and Agencies for the continued help and co-operation extended by them. The Directors also gratefully acknowledge all stakeholders of the Company viz. customers, members, dealers, vendors, banks and other business partners for the excellent support received from them during the year.

The Directors are happy to place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution to the Company.

For and on behalf of Board of Directors

Ashish D Jaipuria Kirti D Jaipuria Managing Director Director DIN No.00025537 DIN No.00025564

Place: Mumbai Date: 29th June 2015

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Mar 31, 2014

Dear Members,

The Board of Directors hereby present the 28th annual report on the business and operations of your Company along with the financial statements for the year ended 31s1 March, 2014.

(Rs lacs) FINANCIAL HIGHLIGHTS 2013-14 2012-13

Total Income 198.66 2.09

Total Expenditure 765.43 639.54

Profit / (Loss) before Depreciation (566,77) (637.45)

Less : Depreciation 135 2.04

Profit / (Loss) before Tax (568.12) (639.49)

Less : Tax liability - -

PROFIT / (LOSS) FOR THE YEAR (568.12) (639.49)

Less : Transfer to Special Reserve - -

Net Profit / (Loss) (568.12) (639.49)

Profit / (Loss) brought forward from previous year (2,201.92) (1,562.43)

Balance Carried to Balance sheet (2,770.04) (2,201.92)

DIVIDEND

In the view of the accumulated losses of the Company, the Directors do not recommend dividend for the year under review.

OPERATIONS

During the year Company has made substantial efforts in its business operations and has generated total revenue of 7198.66 Lacs. However the Company has suffered a loss of 7568.12 Lacs.

TRANSFER TO SPECIAL RESERVE

As the Company has suffered a loss during the year under review, no amount has been transferred to Special Reserve pursuant to Reserve Bank of India (RBI) directives applicable to Non Banking Financial Companies. The debit balance of Profit and Loss Account has been transferred to Balance Sheet under the head "Reserve & Surplus".

PUBLIC DEPOSITS

The Company has not accepted any deposits from the public within the meaning of Section 58A of the Companies Act, 1956 during the period under review.

AUDITORS

M/s. Lodha and Co., Chartered Accountants, who are the statutory auditors of the Company, retire at the forthcoming Annual General Meeting and being eligible, offer themselves for reappointment. Your Directors recommend their reappointment.

AUDITORS'' OBSERVATIONS

Observations in Auditors'' Report are seif explanatory and do not need further comments from Directors in this report.

SECRETARIAL COMPLIANCE CERTIFICATE

Pursuant to Section 383A of the Companies Act, 1956 read with Companies (Appointment & Qualification of Secretary) Rules. 1988; the Company has obtained a Certificate from a Company Secretary in Whole Time Practice and is attached with the Directors'' Report.

DIRECTORS

Pursuant to the provisions of Articles of Association of the Company, Mr. Om Prakash Agarwal retires by rotation and being eligible, offers himself for re-appointment.

Mr. Ashish D. Jaipuria and Mrs. Kirti D. Jaipuria continue to be Directors on the Board.

PARTICULARS OF EMPLOYEES

The Company has no employees drawing remuneration of up to or more than 76,000,000 during the year or 7500,000 per month during any part of the year. Hence there is no information to be provided in accordance with the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of employees) Rules, 1975.

DISCLOSURE UNDER SECTION 217(1 He) OF THE COMPANIES ACT, 1956 The particulars required under Section 217(1 )(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, is given in Annexure - I to this Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956 the Directors confirm that:

i) in preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

ii) they have, in the selection of the accounting policies, consulted the Statutory Auditors and have 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 or loss of the Company for that period;

iii) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of Companies Act. 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) the annual accounts have been prepared on a going concern basis.

ACKNOWLEDGMENT

The Directors wish to place on record their appreciation for the support and cooperation, which the Company continues to receive from its clients, employees, bankers and associates. The Directors are also grateful to the shareholders for their plentiful support to the Company.

By Order of the Board for KIDUJA INDIA LIMITED

Registered Office; 127-B, Mittal Tower. Mr. Asfilsh D. Jaipuria Nariman Point, Chairman and Managing Director Mumbai - 400 021. DIN No. 00025537 Date :27th June. 2014

---

Mar 31, 2013

To the Members,

The Board of Directors hereby present the 27m annual report on the business and operations of your Company aiong with the financial statements for the year ended 31st march, 2013.

(Rs. lacs)

FINANCIAL HIGHLIGHTS 2012-13 2011-12

Total Income 2.09 94.23

Total Expenditure 639.54 547.19

Profit / (Loss) before Depreciation (637.46) (452.96)

Less: Depreciation 2.04 2.95

Profit / (Loss) before Tax (639.49) (455.91)

Less : Tax liability - (7.97)

PROFIT / (LOSS) FOR THE YEAR ( 639.49) ( 463.88)

Less : Transfer to Special Reserve NIL NIL

Net Profit I (Loss) (639.49) (463.88)

Profit / (Loss) brought forward from previous year (1,662.43) (1,098.55)

Balance Carried to Balance sheet (2,201.92) (1,562.43)



DIVIDEND

In the view of the accumulated tosses of the Company, the Directors do not recommend dividend for the year under review.

OPERATIONS

During the year Company has made substantial efforts in its business operations and has generated total revenue of Rs.2.09 Lacs. However the Company has suffered a loss of Rs.639.49 Lacs.

TRANSFER TO SPECIAL RESERVE

As the Company has suffered a loss during the year under review, no amount has''been transferred to Special Reserve pursuant to Reserve Bank of India (RBI) directives applicable to Non Banking Financial Companies. The debit balance of Profit and Loss Account has been transferred to Balance Sheet under the head "Reserve & Surplus".

PUBLIC DEPOSITS

The Company has not accepted any deposits from the public within the meaning of Section 58A of the Companies Act, 1956 during the period under review.

AUDITORS

M/s. Lodha and Co., Chartered Accountants, who are the statutory auditors of the Company, retire at the forthcoming Annual General Meeting and being eligible, offer themselves for reappointment. Your Directors recommend their reappointment.

AUDITORS'' OBSERVATIONS

Observations in Auditors'' Report are self explanatory and do not need further comments from Directors in this report.

SECRETARIAL COMPLIANCE CERTIFICATE

Pursuant to Section 383A of the Companies Act, 1956 read with Companies (Appointment & Qualification of Secretary) Rules, 1988; the Company has obtained a Certificate from a Company Secretary in Whole Time Practice and is attached with the Directors'' Report.

DIRECTORS

Pursuant to the provisions of Articles of Association of the Company, Mrs. Kirti D. Jaipuria retires by rotation and being eligible, offers herself for re-appointment.

Mr. Ashish D. Jaipuria and Mr. Omprakash Agarwal continue to be Directors on the Board.

PARTICULARS OF EMPLOYEES

The Company has no employees drawing remuneration of up to or more than Rs.6,000,000 during the year or 7500,000 per month during any part of the year. Hence there is no information to be provided in accordance with the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of employees) Rules, 1975.

DISCLOSURE UNDER SECTION 217(1 He) OF THE COMPANIES ACT, 1966

The particulars required under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, is given in Annexure -1 to this Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956 the Directors confirm that:

i) in preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

ii) they have, in the selection of the accounting policies, consulted the Statutory Auditors and have 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 or loss of the Company for that period;

iii) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) the annual accounts have been prepared on a going concern basis.

ACKNOWLEDGMENT

The Directors wish to place on record their appreciation for the support and cooperation, which the Company continues to receive from its clients, employees, bankers and associates. The Directors are also grateful to the shareholders for their plentiful support to the Company.



By Order of the Board of Directors

Registered Office:

127-B, Mittal Tower,

Nariman Point,

Mumbai - 400 021. Ashish D. Jaipuria

Date: 28th June, 2013 Chairman

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Mar 31, 2012

The Directors have pleasure to present their 26th annual report on the business and operations of the Company and the financial accounts for the year ended 31s1 March, 2012.

FINANCIAL RESULTS For the For the year ended year ended 31st March,2012 31st March, 2011

(Rs in lacs) (Rs in lacs)

Total Income 94.23 1195.15

Total Expenditure 550.14 865.10

Profit / (Loss) before Depreciation (452.96) 332.99

Less: Depreciation 2.95 2.95

Profit/(Loss) before Tax (455.91) 330.04

Less: Tax liability including Deferred Tax and Wealth Tax (7.97) 70.00

PROFIT /(LOSS) FOR THE YEAR (463.88) 260 04

Less Transfer to Special Reserve NiL 52.01

Net Profit/ (Loss) (463.88) 208.03

Profit / (Loss) brought forward from previous year (1098.55) (1306.58)

Balance Carried to Balance sheet (1562.43) (1098.55)

OPERATIONS:

During the year under review Company has made substantial efforts in its business operations and has generated total revenue of Rs.94.23 Lacs. However Company has suffered a loss of Rs.463.88 Lacs.

TRANSFER TO SPECIAL RESERVE:

The Company has not transferred any amount to Special Reserves during the year under review pursuant to Reserve Bank of India (RBI) directives applicable to Non Banking Financial Companies. The debit balance of Profit and Loss Account has been transferred to Balance Sheet under the head "Reserve & Surplus".

DIVIDEND:

In the view of loss Directors do not recommend dividend for the year under review.

PUBLIC DEPOSITS:

The Company has not accepted any deposits from the public within the meaning of Section 58A of the Companies Act, 1956 during the period under review.

DIRECTORS:

Pursuant to the provisions of Articles of Association of the Company, Mr. Ashish D. Jaipuria, retires by rotation and being eligible offers himself for re-appointment.

Mrs. Kirti D. Jaipuria and Mr. Omprakash Agarwal continue to be directors on the Board.

PARTICULARS OF EMPLOYEES:

During the year under review, there were no employees drawing remuneration of Rs.60,00,000/- p.a. or Rs.5,00,000/- p.m. or more. Hence there is no information to be provided in accordance with the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of employees) Rules, 1975.

DISCLOSURE UNDER SECTION 217(1 Xe) OF THE COMPANIES ACT. 1956:

The particulars required under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, is given in Annexure-I to this Directors Report.

AUDITORS:

M/s. Lodha and Co., Chartered Accountants, who are the statutory auditors of the Company, retires at the ensuing Annual General Meeting and are being eligible to offer themselves for re- appointment. Your directors recommend their reappointment.

AUDITOR'S OBSERVATIONS:

Observations in Auditor's Report are self explanatory and do not need further comments from directors in this report.

SECRETARIAL COMPLIANCE CERTIFICATE:

Pursuant to the provisions of Section 383A of the Companies Act, 1956 read with Companies (Appointment & Qualification of Secretary) Rules, 1988, Company has obtained a Certificate from a Company Secretary in Whole Time Practice and is attached with the Board's Report.

DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 217 (2AA) of the Companies Act, 1956 the directors confirm:

i that in preparation of the Annual Accounts for the year ended 31s* March, 2012 the applicable accounting standards have been followed and that no material departure have been made from the same.

ii. That the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period.

iii. That the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities

iv. That the directors had prepared the annual accounts on a going concern basis ACKNOWLEDGMENT:

Your directors wish to place on record their appreciation for the support and cooperation, which the Company continues to receive from its clients, employees, bankers and associates. The directors are also grateful to the shareholders for their plentiful support to the Company.

For and on behalf of the Board of Directors

Chairman

Date: 29th June, 2012 Place: Mumbai

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Mar 31, 2010

The Directors have pleasure to present their 24th annual report on the business and operations of the Company and the financial accounts for the year ended 31st March, 2010.

(Rs. in Lakhs)

FINANCIAL RESULTS For the For the year ended year ended 31st March, 2010 31st March, 2009

Total Income 4136.22 237.46

Total Expenditure 5422.26 1174.32

Profit / (Loss) before

Depreciation (1286.04) (936.86)

Less: Depreciation 7.27 13.06

Profit/(Loss) before Tax &

Exceptional Items (1293.31) (949.92)

Less: Exceptional Item: NIL 179.00

Profit/(Loss) before Tax (1293.31) (770.92)

Less: Tax liability including

Deferred Tax and Wealth Tax NIL 65.54

Less: Fringe Benefit Tax NIL 0.46

PROFIT /(LOSS) FOR THE YEAR (1293.31) (704.92)

Add: Excess / (Short) provisions

of Tax for the earlier years (Net) (1.75) 17.46

Net Profit/ (Loss) (1295.06) (687.46)

Profit / (Loss) brought forward

from previous year (11.52) 675.94

Balance Carried to Balance

sheet (1306.58) (11.52)

OPERATIONS:

The Company operates extensively in the shares and derivatives market. During the year under review, the Company has earned total income of Rs. 4136.22 Lacs as compared to previous year of Rs. 237.46 Lacs.

TRANSFER TO RESERVES:

In the absence of adequate profits, no amount has been transferred to reserves during the year under review. The debit balance of Profit and Loss Account has been transferred to Balance Sheet under the head "Profit & Loss Account".

DIVIDEND:

In the absence of profits, your directors do not recommend dividend for the year under review.

PUBLIC DEPOSITS:

The Company has not accepted any deposits from the public within the meaning of Section 58A of the Companies Act, 1956 during the period under review.

DIRECTORS:

Pursuant to the provisions of Articles of Association of the Company, Mrs. Kirti D. Jaipuria, director retires by rotation and being eligible offers herself for re- appointment. Mr. Ashish D. Jaipuria and Mr. Omprakash Agarwal continue to be directors on the Board.

PARTICULARS OF EMPLOYEES:

During the year under review, there were no employees drawing remuneration of Rs. 24,00,000/- p.a. or Rs. 2,00,000/- p.m. or more. Hence there is no information to be provided in accordance with the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of employees) Rules, 1975.

DISCLOSURE UNDER SECTION 217(1)(e) OF THE COMPANIES ACT. 19S6:

The particulars required under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, is given in Annexure-I to this Directors Report.

AUDITORS:

M/s. Lodha and Co., Chartered Accountants, who are the statutory auditors of the Company, retires at the ensuing Annual General Meeting and are being eligible to offer themselves for re-appointment. Your directors recommend their reappointment,

AUDITORS OBSERVATIONS:

Observations in Auditors Report are self explanatory and do not need further comments from directors in this report.

SECRETARIAL COMPLIANCE CERTIFICATE:

Pursuant to the provisions of Section 383A of the Companies Act, 1956 read with Companies (Appointment & Qualification of Secretary) Rules, 1988, Company has obtained a Certificate from a Company Secretary in Whole Time Practice and is attached with the Boards Report.

DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 217 (2AA) of the Companies Act, 1956 the directors confirm:

i. that in preparation of the Annual Accounts for the year ended 31st March, 2010 the applicable accounting standards have been followed and that no material departure have been made from the same.

ii. That the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period.

iii. That the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities

iv. That the directors had prepared the annual accounts on a going concern basis

ACKNOWLEDGMENT:

Your directors wish to place on record their appreciation for the support and cooperation, which the Company continues to receive from its clients, employees, bankers and associates. The directors are also grateful to the shareholders for their plentiful support to the Company.

For and on behalf of Board of Directors

Chairman

Date: 30th July, 2010

Place: Mumbai

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Mar 31, 2009

The Directors have pleasure to present their 23rd annual report on the business and operations of the Company and the financial accounts for the year ended 31st March, 2009.

(Rs. in Lakhs) FINANCIAL RESULTS For the For the year ended year ended 31st March, 2009 31st March, 2008 Total Income 237.46 11,815.37 Total Expenditure 1174.32 11246.81 Profit / (Loss) before Depreciation (936.86) 568.56 Less: Depreciation 13.06 12.30 prof,t/(Loss) before Tax & Exceptional Items (949.92) 556.26 "Less: Exceptional Item 179.00 Profit/(Loss) before Tax (770.92) 556.26 Less: Tax liability including Deferred Tax and Wealth Tax 65.54 165.39 Less: Fringe-Benefit Tax 0.46 0.48 PROFIT/(LOSS) FOR THE YEAR (704.92) 390.39 Add: Excess provisions of Tax for the earlier years (Net) 17.46 5.91 Net Profit/(Loss) (687.46) 396.30 Profit / (Loss) brought forward from previous year 675.94 358.90 Add/(Less); Transferred from / to Special Reserve NIL (79.26) Balance Carried to Balance sheet (11.52) 675.94

OPERATIONS

Comuaq In view thereof the Company has earned total income of Rs. 237.46 Lacs in the cLrrent year as compared to previous year of Rs. 11,815.37 Lacs.

TRANSFER TO RESERVES

imheabsence of adequate profitsTno amount has been transferred to reserves during the year under review. The debit balance of Profit and Loss Account has been transferred to Balance Sheet under the head "Profit & Loss Account1.

DIVIDEND

In the absence of profits, your directors do not recommend dividend for the year under review.

PUBLIC DEPOSITS:

The Company has not accepted any deposits from the public within the meaning of Section 58A of the Companies Act, 1956 during the period under review.

DIRECTORS:

Pursuant to the provisions of Articles of Association of the Company, Mr. Ashish D. Jaipuria, director retires by rotation and being eligible offers himself for reappointment. Mrs. Kirti D. Jaipuria and Mr. Omprakash Agarwal continue to be directors on the Board.

PARTICULARS OF EMPLOYEES:

During the year under review, there were no employees drawing remuneration of Rs. 24,00,000/- p.a. or Rs. 2,00,000/- p.m. or more. Hence there is no information to be provided in accordance with the provisions of Section 217(2A) of the Companies Act, 1956read with the Companies (Particulars of employees) Rules, 1975.

DISCLOSURE UNDER SECTION 217(1 KelOF THE COMPANIES ACT. 1956:

The particulars required under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, is given in Annexure-I to this Directors Report.

AUDITORS:

M/s. Lodha and Co., Chartered Accountants, who are the statutory auditors of the Company, retires at the ensuing Annual General Meeting and are being eligible to offer themselves for re-appointment. Your directors recommend their reappointment.

AUDITORS OBSERVATIONS:

Following are the observations made by the auditors:

Considering auditors observation on the point no. 9(a) of the annexure to the auditors report that the Company has not deposited statutory dues i.e. income tax (including interest) amounting Rs. 10,200,000/-for the financial year 2007-08. The Company is in the process of regularising the dues at the earliest.

SECRETARIAL COMPLIANCE CERTIFICATE:

Pursuant to the provisions of Section 383A of the Companies Act, 1956 read with Companies (Appointment & Qualification of Secretary) Rules, 1988, Company has

obtained a Certificate from a Company Secretary in Whole Time Practice and is attached with the Boards Report.

DIRECTORS RESPONSIBILITYSTATEMENT

In accordance with the provisions of Section 217 (2AA) of the Companies Act, 1956 the directors confirm:

i. that in preparation of the Annual Accounts for the year ended 31st March, 2009 the applicable accounting standards have been followed and that no material departure have been made from the same.

ii. That the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period.

iii. That the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities

iv. That the directors had prepared the annual accounts on a going concern basis

ACKNOWLEDGMENT

Your directors wish to place on record their appreciation for the support and cooperation, which the Company continues to receive from its clients, employees, bankers and associates. The directors are also grateful to the shareholders for their plentiful support to the Company.

For and on behalf of Board of Directors Chairman Date: 30th July, 2009 Place: Mumbai