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KD Leisures LtdIndustry : Finance & Investments
BSE Code:540385NSE Symbol: Not ListedP/E(TTM):0
ISIN Demat:INE081R01016Div & Yield %:0EPS(TTM):0
Book Value(Rs):4.9864198Market Cap ( Cr.):1.77Face Value(Rs):10
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To, The Members,

KD LEISURES LIMITED

Dear Members,

Your Directors have pleasure in presenting you the 43rd Annual Report together with the Audited Financial Statement of Accounts of the Company for the Financial Year ended 31st March, 2024. The performance of the Company for the year ended on March 31,2024 is summarized below:

1. FINANCIAL PERFORMANCE:

PARTICULARS 2023-24 2022-23
AMOUNT AMOUNT
(Rupees in Lakhs) (Rupees in Lakhs)
Revenue from Operations - 180.17
Other Income - 8.15
Total Revenue - 188.32
Cost of Material consumed - 180.14
Employee Benefit Expenses - 0.87
Finance Cost - -
Depreciation and Amortization Expenses - 0.27
Expenses 1.00 2.80
Expenses 1.00 184.09
Profit Before Tax (1.00) 4.23
Exceptional Items - 202.62
Tax Expense - -
Profit for the Year am. (198.39)

2. REVIEW OF OPERATIONS & STATEMENT OF COMPANY'S AFFAIRS:-

• There was no revenue from operations has generated during the current financial year 2023-24. The revenue generated from operations amounted to INR 180.17/-( in Lakhs) in previous Financial Year 2022-23.

• During the Financial Year under review, the Company suffered a net loss of INR 1.00/- (in Lakhs) as compared to the net loss suffered in the previous Financial Year 2022-23 amounting to INR (198.39)/- (In Lakhs).

3. CHANGE IN THE NATURE OF BUSINESS

There were no Changes in the Nature of Business of the Company during the current Financial Year.

4. SHARE CAPITAL

The Authorized Share Capital of the Company is INR 3,50,00,000/- (Indian Rupees Three Crore and Fifty Lakh Only) divided into 35,00,000(Thirty-Five Lakh) Equity Shares of INR 10/- each. During the year under review, there was no change in the Company's issued, subscribed and paid-up equity share capital. On 31st March, 2024, the paid-up capital stood at INR 3,24,00,000/- (Indian Rupees Three Crore and Twenty-Four Lakhs Only) divided into 32,40,000 (Thirty-Two Lakhs Forty Thousand) Equity Shares of INR 10/- each.

5. DIVIDEND

The Board of Directors has not recommended any dividend for the financial year ended on 31st March, 2024.

6. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

Since there is no amount was lying in unclaimed dividend account during last 7 years, hence no amount is required to transfer to Investor Education and Protection Fund as per section 125 of Companies Act 2013.

7. LISTING ON STOCK EXCHANGES

The Equity Shares were listed on BSE Limited ("BSE") & Calcutta Stock Exchange.

Further, trading in the Equity Shares were suspended on the Stock Exchanges during the financial year under review w.e.f. 12/06/2023 on account of non-compliance for two consecutive quarters .i.e. September 2022 & December 2022.

The Company also received an order for compulsory delisting under the Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021, Securities Contracts (Regulation) Act, 1956 r/w Securities Contracts (Regulation) Rules, 1957 and rules, Bye-laws and regulations of BSE Ltd on 22.08.2024.

8. TRANSFER TO RESERVE

The Company has not transferred any amount of profit into General Reserves of the Company for the Financial year 2023-2024.

9. NUMBER OF MEETINGS OF THE BOARD

The Board duly met during the year as per timelines prescribed under the_Companies Act, 2013 and Secretarial Standards issued by the ICSI and meetings were duly convened with proper quorum.

The gap between the Board Meetings was within the period prescribed under Companies Act, 2013 and Secretarial Standard issued by the ICSI.

10. SEPARATE MEETING OF INDEPENDENT DIRECTORS

Independent Directors of the Company held their Separate meeting under Regulation 25(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Schedule IV of Companies Act, 2013 at the registered office of the Company at B-702, 7th Floor, Neelkanth Business Park, Kirol Village, Near Bus Depot, Mumbai City, Vidyavihar West, Maharashtra, India, 400086.

11. DIRECTORS' RESPONSIBILITY STATEMENT

As required under Section 134(5) of the Companies Act, 2013, the Directors of the Company hereby states that:

l.In the preparation of the Annual Accounts for the year ended 31st March, 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures;

2. That they had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the State of Affairs of the Company at the end of the financial year and of the Profit and Loss of the Company for that period;

3. That they had taken proper and sufficient care 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

4. That they had prepared the Annual Accounts on a Going Concern Basis.

5. That they had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

6. That they had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

12. DECLARATION OF INDEPENDENCE OF DIRECTORS

All Independent Directors of the Company have given declaration to the Company under Section 149(7) of the Companies Act, 2013, they meet the criteria of independence as provided in the Sub-section 6 of Section 149 of the Act and also under the SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015. In the opinion of the Board, the Independent Directors of the Company possess necessary expertise, integrity and experience.

13. COMMITTEE(S) AND THEIR MEETINGS THEREOF:

Currently, the Board has three committees:

• Audit Committee

• Nomination & Remuneration Committee

• Stakeholder Remuneration Committee.

AUDIT COMMITTEE

The Audit Committee of the Board is responsible for oversight of the Company's financial reporting process and the disclosure of its financial information to ensure that the financial statements are correct, adequate and credible; and for reviewing the annual financial statements before submission to the Board. The Committee periodically reviews the adequacy of internal control systems.

The Committee reviews the financial and risk management policies of the Company.

During the Financial Year under review, the Audit Committee meetings were properly convened and held.

The maximum interval between any two meetings did not exceed 120 days. The composition is as follows:

Name of the Director Category
Mr. Mandeep Singh Thukral Chairman (Executive Director)
Mr. Angad Bijan Member (Non-Executive Independent Director)
Mr. Dileep Kumar Member (Non-Executive Independent Director)

NOMINATION AND REMUNERATION COMMITTEE

Pursuant to Section 178(3) of the Companies Act, 2013, the Board duly constituted Nomination and Remuneration Committee and have laid down the following criteria:

1. Criteria for nomination as Director, Key Managerial Personnel and Independence of a Director:

2. Criteria for determining Remuneration of Directors, Key Managerial Personnel and Senior Management and Other Employees of the Company.

3. Evaluation of the performance of members of the Board of Directors and Key Managerial Personnel.

During the year under review, the meetings of the Nomination and Remuneration Committee were duly held and convened.

The Nomination and Remuneration Committee consist with the following members:

Name of the Director Category
Mr. Dileep Kumar Member (Non-Executive Independent Director)
Mr. Angad Bijan Member (Non-Executive Independent Director)
Mrs. Gunj an Gumber Non-Executive Director

REMUNERATION OF DIRECTORS

The Company has not paid any Remuneration to any Director of the Company during the year under review. STAKEHOLDER RELATIONSHIP COMMITTEE

The company has duly constituted stakeholder relationship committee u/s 178(5) of Companies Act, 2013 consisting of chairman who shall be non-executive and the members decided by the board.

During the year under review, the meetings of the Committee were duly held and convened.

The Stakeholder Relationship Committee consist with the following members:

Name of the Director Category
Mr. Dileep Kumar Member (Non-Executive Independent Director)
Mr. Angad Bijan Member (Non-Executive Independent Director)
Mrs. Gunjan Gumber Non-Executive Director

• Number of complaints received: Nil

• Number of pending Complain: Nil

14. VIGIL MECHANISM / WHISTLE BLOWER POLICY

As per the provisions of Companies Act, 2013, every Listed Company shall establish a vigil mechanism (similar to Whistle Blower mechanism). In pursuance of the provisions of section 177(9) & (10) of the Companies Act, 2013, a vigil mechanism/ whistle blower policy for Directors and employees to report genuine concerns has been established and approved by Board. The policy is uploaded in the website of the Company.

15. PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS MADE

The particulars of loans, guarantees and investments, wherever required, have been disclosed in the financial statements, which also form part of this report.

16. PARTICULARS OF RELATED PARTY TRANSACTION

There is no related party transaction during the year under review. Therefore, the requirement to disclose particular of Contracts or Arrangements made with related parties pursuant to Section 188 is not applicable on the Company.

17. CONSERVATION OF ENERGY. RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars as prescribed under sub-section (3)(m) of section 134 of the Companies Act, 2013 read with Rule 8(3) of Companies (Accounts) Rules, 2014 are annexed herewith at (Annexure-I).

18. RISK MANAGEMENT

During the year, The Board had developed and implemented an appropriate Risk Management Policy for identifying the element of risk which, in the opinion of the Board may threaten the existence of the Company and safeguarding the Company against those risks.

19. CODE OF CONDUCT AND ETHICS

The Board of Directors of the Company has adopted a Code of Conduct and Ethics for the Directors, Key Managerial Personnel and Senior Executives of the Company. Commitment to ethical professional conduct is a must for every employee, including Board members and senior management personnel of the Company. The Code is intended to serve as a basis for ethical decision-making in conduct of professional work.

The Code of Conduct enjoins that each individual in the organization must know and respect existing laws, accept and provide appropriate professional views, and be upright in his conduct and observe corporate discipline. The duties of Directors including duties as an Independent Director as laid down in the Companies Act, 2013 also forms part of the Code of Conduct.

The Company has disclosed information about the establishment of the code on its website. All Board members and senior management personnel affirm compliance with the Code of Conduct annually and The Company has complied with the provisions relating to affirmation of Compliance as per Schedule V of SEBI (Listing Obligations and Disclosure Requirements.

20. CORPORATE SOCIAL RESPONSIBILITY

The requirement for constitution of Corporate Social Responsibility (CSR) committee and incurring of CSR expenditure as per Section 135 of the Companies Act, 2013 are not applicable on the Company.

21. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The list of Directors and Key Managerial Personnel as on 31M March 2024 are as under:

Name of the Directors Designation DIN NO. Date of Appointment Date of Resignation
Mr. Mandeep Singh Thukral Managing Director 09160320 29/04/2021 NA
Chief Financial Officer 09160320 09/11/2021 NA
Mr. Parminder Singh Executive Director 09160424 29/04/2021 NA
Mr. Dileep Kumar Non- Executive Independent Director 09532209 14/03/2022 NA
Mr. Angad Bijan Non- Executive Independent Director 09532387 14/03/2022 NA
Mrs. Gunjan Gumber Non-Executive Woman Director 09527249 10/08/2022 15/04/2024

Following changes took place in the composition of Board of Directors and Key Managerial Personnel

*Mrs. Sumeet Kaur (Din No. 10590604) was appointed as Additional Director, Non-Executive, w.e.f. 15th April, 2024.

22. BOARD EVALUATION

As per provisions of Section 134(3) of the Companies Act, 2013 and Rules made thereunder, the Board of Directors has carried out an annual evaluation of its own performance, Board Committees and individual Directors.

The performance of the Board of Directors and its Committees were evaluated on various parameters such as structure, composition, experience, performance of specific duties and obligations, quality of decision making and overall effectiveness.

The performance of individual Directors was evaluated on parameters, such as meeting attendance, participation and contribution and independent judgment.

The Board members noted from time to time the suggestions/ inputs of Independent Directors, Nomination Committee and Audit Committee and also discussed various initiatives to further improve the Board effectiveness.

In a separate meeting of Independent Directors performance of non-independent Directors, performance of the Board as a whole and performance of the Chairman was evaluated.

23. NON EXECUTIVE DIRECTOR'S COMPENSATION AND DISCLOSURES

None of the Independent or Non-Executive Directors has any pecuniary relationship or transaction with the Company which, in the judgment of the Board, may affect their independence.

24. SUBSIDIARY COMPANIES/ JOINT VENTURE/ ASSOCIATES

The Company does not have any Subsidiary, Joint Venture or Associate Company; hence the provisions of Section 129(3) of the Companies Act, 2013 relating to preparation of consolidated financial statements are not applicable.

25. VALUATION DONE AT THE TIME OF ONE- TIME SETTLEMENT

During the financial year under review, disclosure w.r.t. details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the banks or financial institutions along with the reasons thereof, is not applicable.

26. AUDITORS & AUDITORS REPORT Statutory Auditors

Your Directors has appointed M/s. Raj Gupta & Co. (Firm Registration Number: 000203N), Chartered Accountants, as Statutory Auditors of the Company for a period of 5 (Five) consecutive years from the conclusion 42nd of Annual General Meeting till the conclusion of 47th Annual General Meeting to be held in the year 2028, at such remuneration as may be decided by the Board of Directors from time to time.

The Auditors has given qualified opinion on the financial results for the Financial Year ending 31st March, 2024. The Management's response along with Auditor's comments are mentioned below:

Auditor's comments Management's response
1. Loans and Advances: The Board takes note of the observations made by the Statutory Auditor. The Company was inoperative during the financial year 2023-24 and no business activities were undertaken.
Loans and advances are subject to confirmation.
2. Pending Income Tax Cases:
Income tax assessment cases for the assessment years 2017 and 2020 are pending against the client. Consequently, statutory compliances and meetings could not be convened. The management is in the process of regularizing pending compliances and restoring the Company's active status in due course.
3. Non-filing of Income Tax Returns:
The assessee has not filed its income tax returns for the assessment year 2021-22 onwards.

REPORTING OF FRAUD

There was no instance of fraud during the year under review, which the statutory Auditors to Report to the Audit Committee and/or Board under Section 143(12) of the Act and Rules framed thereunder.

27. AUDIT REPORT

SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Vaibhav Sharma & Associates, Practicing Company Secretaries to carry out Secretarial Audit for the financial year 2023-24. The Secretarial Audit report is annexed as "Annexure - II" to this Report. The report does not contain any qualifications.

The Auditors has given remarks for the Financial Year ending 31st March, 2024. The Management's response along with Auditor's comments are mentioned below:

Auditor's comments Management's response
1 During the Financial year 2023-24, the Company ' did not submit the SDD Compliances Certificates for the periods ending on 30th June 2023, 30th September 2023, and 31st December 2023. However, the Company has subsequently submitted the SSD Certificates for the quarter and year ended on 31st March 2024. The Board takes note of the observations made by the Secretarial Auditor. The Company was inoperative during the financial year 2023-24 and no business activities were undertaken. Consequently, statutory compliances and meetings could not be convened.
2. During the financial year 2023-24, the Company did not submit the Quarterly Compliance reports for the periods ending on 30th June 2023, 30th September 2023, and 31st December 2023. However, the Company has subsequently submitted the Compliance reports for the quarter and year ending on 31st March 2024, along with all the pending Compliance reports for the previous quarters of the financial year 2023-24. The management is in the process of regularizing pending compliances and restoring the Company's active status in due course and consequently the Company has filed all the pending compliances same with Stock Exchange after due date.
3. The Company has received an order for compulsory delisting under the Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021, Securities Contracts (Regulation) Act, 1956 r/w Securities Contracts (Regulation) Rules, 1957 and rules, Bye-laws and regulations of BSE Ltd on 22.08.2024.

28. INTERNAL AUDITORS

Mr. Arvinder is appointed as an Internal Auditor of the Company for the financial year 2023-2024 in accordance with the provisions of section 138 of the Companies Act, 2013 with rule 13 of the Companies (Accounts) Rules, 2014, and other applicable provisions related thereto.

29. COST RECORDS AND COST AUDIT

The Company is not engaged in the production of good/services as specified under section 148 of the Companies Act, 2013. Hence, the maintenance of cost accounts and requirement of cost audit is not applicable to your company.

30. COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with applicable provisions of the Secretarial Standards related with issued by the Institute of Company Secretaries of India and approved by the Government of India under Section 118(10) of the Companies Act, 2013.

31. FAMILIARISATION PROGRAMMES

The Company familiarises its Independent Directors on their appointment as such on the Board with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, etc. through familiarisation programme. The Company also conducts orientation programme upon induction of new Directors, as well as other initiatives to update the Directors on a continuing basis. The familiarization programme for Independent Directors is disclosed on the Company's website www.kdgroup. co.in.

32. CODE OF CONDUCT

Commitment to ethical professional conduct is a must for every employee, including Board Members and Senior Management Personnel of the Company. The Code is intended to serve as a basis for ethical decision- making in conduct of professional work. The Code of Conduct enjoins that each individual in the organization must know and respect existing laws, accept and provide appropriate professional views, and be upright in his conduct and observe corporate discipline. The duties of Directors including duties as an Independent Director as laid down in the Companies Act, 2013 also forms part of the Code of Conduct. All Board Members and Senior Management Personnel affirm compliance with the Code of Conduct annually.

33. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, no employee has drawn remuneration in excess of the limits setout in the said rules. (Annexure-III)

34. MANAGEMENT DISCUSSIONS & ANALYSIS REPORT

As per SEBI Listing Regulations, Management Discussion and Analysis Report is annexed herewith at (Annexure-IV).

35. MATERIAL CHANGES AND COMMITMENTS

The trading in the Equity Shares of the Company were suspended on the Stock Exchanges during the financial year under review w.e.f. 12/06/2023 on account of non-compliance for two consecutive quarters .i.e. September 2022 & December 2022.

The Company also received an order for compulsory delisting under the Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021, Securities Contracts (Regulation) Act, 1956 r/w Securities Contracts (Regulation) Rules, 1957 and rules, Bye-laws and regulations of BSE Ltd on 22.08.2024.

36. INTERNAL CONTROL SYSTEM

According to Section 134(5)(e) of the Companies Act, 2013, the term "Internal Financial Control (IFC)" means the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to the Company's policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial information. The Company has a well-placed, proper and adequate Internal Financial Control system which ensures that all the assets are safeguarded and protected and that the transactions are authorized, recorded and reported correctly. To further strengthen the internal control process, the Company has developed the very comprehensive compliance management tool to drill down the responsibility of the compliance from top management to executive level.

37. DISCLOSURE WITH RESPECT TO THE COMPLIANCE OF THE PROVISIONS RELATING TO THE MATERNITY BENEFIT ACT. 1961

The Company has an Equal Parental Leave Policy extended to both male and female employees which is in compliance to the Maternity Benefit Act 1961. This policy reflects our belief in shared parenting and our commitment to creating an inclusive workplace. Beyond leave, we support employees through access to mental wellness programs, professional counseling, and structured retum-towork programs that ease the transition back to their roles with confidence. To further assist working parents, we offer creche facilities or tie ups with day care facilities at our offices, ensuring peace of mind and a better work-life balance.

38. CEO/CFO CERTIFICATION

As required under Regulation 17(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time, the Managing Director and CFO of the Company have certified the accuracy of the Financial Statements and adequacy of Internal Control Systems for financial reporting for the year ended 31st March, 2025. The Certificate is annexed in Annexure-V.

39. DEPOSITS

The Company has neither accepted nor renewed any deposits from the public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet for the F.Y. 2023-24.

40. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION AND REDRESSAL1 ACT.2013

In order to prevent sexual harassment of women at work place a new act The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 has been notified on 9th December, 2013. Under the said Act every Company is required to set up an Internal Complaints Committee to look into complaints relating to sexual harassment at work place of any women employee.

Your Company has adopted a policy for prevention of Sexual Harassment of Women at workplace and has set up Committee for implementation of said policy. During the year, the Company has not received any complaint of harassment.

POSH policy is inclusive and gender neutral, detailing the governance mechanisms for prevention of sexual harassment issues relating to employees across genders including employees who identify themselves with LGBTQI+ community. No Complaints on sexual harassment were received during the year 2023-2024.

41. EXTRACT OF ANNUAL RETURN

Pursuant to the provision of Section 92(3) of the Companies Act, 2013 read with Rule 12 (1) of the Companies (Management and Administration) Rules, 2014, the extract of annual return as on 31st March 2024 will be available on the website of the Company i.e., at https://www.kdleisuresltd.com/

42. CORPORATE GOVERNANCE

Provisions relating to Corporate Governance Report under Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are not applicable to as the paid-up share capital and net worth is below the limits mentioned in regulation 15 SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 hence the same has not been annexed to the Board's Report.

43. CHANGE IN REGISTERED OFFICE OF THE COMPANY

During the Financial Year under review, the Company shifted its Registered Office within same city.

44. SIGNIFICANT AND MATERIAL ORDER PASSED BY REGULATORS

There are no significant and material order passed by the regulators or Courts or Tribunal's impacting the going concern status of your Company and its operation in future except for the following:

The Company has received an order for compulsory delisting under the Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021, Securities Contracts (Regulation) Act, 1956 r/w Securities Contracts (Regulation) Rules, 1957 and rules, Bye-laws and regulations of BSE Ltd on 22.08.2024.

45. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE. 2016

As there is no application made or pending under Insolvency and Bankruptcy Code, 2016, so there is no requirement to give details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016.

46. STATEMENT OF DEVIATION OR VARIATION

The disclosure requirements pertaining to any deviation or variation in connection with the terms of a public issue, rights issue, or preferential issue, as specified under applicable regulations, are not applicable to the Company. This is because the Company has not issued any shares or other securities during the financial year under review.

47. BUY-BACK OF SHARES

During the financial year under review no shares were bought back by the Company.

48. DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSE ACCOUNT

There are no shares in the demat suspense account or unclaimed suspense account during the year.

49. EMPLOYEE STOCK OPTION SCHEME fESOP)

The Company does not have any Employee Stock Option Scheme (ESOP).

50. CREDIT RATING

During the year under review, the requirement of credit rating of securities of company was not applicable and hence no credit rating has been undertaken.

51. CAUTIONARY STATEMENT

The Annual Report including those which relate to the Directors' Report, Management Discussion and Analysis Report may contain certain statements on the Company's intent expectations or forecasts that appear to be forward-looking within the meaning of applicable securities law and regulations while actual outcomes may differ materially from what is expressed herein. The Company bears no obligations to update any such forward looking statement. Some of the factors that could affect the Company's performance could be the demand and supply of Company's product and services, Changes in Government regulations, tax laws, forex volatility etc.

52. ACKNOWLEDGEMENT

Your Directors place on record their deep appreciation and thanks the Company's shareholders, employees, customers, vendors, investors and members for their consistent support and encouragement of the Company.

The enthusiasm and beneficent efforts of the employees have enabled the company to remain at the leading- edge of the industry. Your Directors would also like to acknowledge and thanks the Government of India and concerned government departments / agencies for their co-operation.

Date: 06.11.2025 For & on behalf of
Place: Mumbai KD Leisures Limited
Sd/- Sd/-
Mandeep Singh Thukral Parminder Singh
Managing Director & CFO Director
DIN: 09160320 DIN: 09160424