To, The Members of

KIDUJA INDIA LIMITED

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: (Rs. in ‘000s)

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:

*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:

Board Meetings held during the Year:

Attendance of Directors at Board Meetings and Annual General Meeting:

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:

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:

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:

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.

Attendance of members at Audit Committee Meetings:

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:

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.

Attendance of members at Stakeholders' Relationship Committee Meetings:

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.