KD Leisures Ltd. के निदेशक की रिपोर्ट

Mar 31, 2025

Your Directors have pleasure in presenting you the 44^th Annual Report together with the Audited Financial
Statement of Accounts of the Company for the Financial Year ended 31^st March, 2025. The performance of
the Company for the year ended on March 31, 2025 is summarized below:

1. FINANCIAL PERFORMANCE: -

	2024-25	2023-24
P A R T I C U L A R S	AMOUNT	AMOUNT
	(Rupees in Lakhs)	(Rupees in Lakhs)
Revenue from Operations	-	-
Other Income	-	-
Total Revenue	-	-
Cost of Material consumed	-	-
Employee Benefit Expenses	-	-
Finance Cost	-	-
Depreciation and Amortization Expenses	-	-
Expenses	4.30	1.00
Expenses	4.30	1.00
Profit Before Tax	(4.30)	(1.00)
Exceptional Items	-
Tax Expense	-	-
Profit for the Year	_(430)	_(M0L

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

• There was no revenue from operations has generated during the current financial year 2024-25.

• Net Loss of the Company for the current Financial Year 2024-25 was INR 4,30,000. However Net loss for
the previous Financial Year 2023-24 was INR 1 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, 2025, 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 31^st March, 2025.

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 2024-2025.

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:

1. In the preparation of the Annual Accounts for the year ended 31^st March, 2025

2. , the applicable accounting standards have been followed along with proper explanation relating to material
departures;

3. 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;

4. 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
for preventing and detecting fraud and other irregularities.

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

6. 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

7. 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.

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

The Nomination and Remuneration Committee is reconstituted due to:-

Ms. Gunjan Gumber resigned from the post of Director on 15^th April, 2024

Ms. Sumeet Kaur (DIN No. 10590604) was appointed as Additional Director, Non-Executive, w.e.f 15^th
April, 2024.

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	Chairperson (Non-Executive Independent Director)
Ms. Sumeet Kaur	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 TRANSACTIONS

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 31^st March 2025 are as under:

S. No.	Name of the Directors	Designation	DIN NO.	Date of Appointment	Date of Resignation
1	Mr. Mandeep Singh Thukral	Managing Director	09160320	29/04/2021	NA
		Chief Financial Officer	09160320	09/11/2021	NA
2	Mr. Parminder Singh	Executive D irector	09160424	29/04/2021	NA
3	Mr. Dileep Kumar	Non- Executive Independent Director	09532209	14/03/2022	NA
4	Mr. Angad Bijan	Non- Executive Independent Director	09532387	14/03/2022	NA
5	Ms. Sumeet Kaur	Non-Executive Woman Director	10590604	15/04/2024	NA

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

*Ms. Gunjan Gumber (Din No. 09527249) resigned from the position of Directors w.e.f. 15^th 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

Pursuant Section 139 of the Act and Rules made there under GAV & Associates (Firm Registration Number:
036002N) are appointed as the Statutory Auditors of the Company to conduct the audit for the Financial Year
2024-2025 due to the casual vacancy arised by the resignation of Raj Gupta & Co. w.e.f. 06.10.2025.

The Directors in its meeting held on 30.10.2025 has appointed M/s. GAV & Associates (Firm Registration
Number: 036002N), Chartered Accountants, as Statutory Auditors of the Company for a period of 5 (Five)
consecutive years from the conclusion 44^th Annual General Meeting till the conclusion of 49^th Annual General
Meeting to be held in the year 2030, 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 31^st March,
2025. The Management’s response along with Auditor’s comments are mentioned below:

S No.	Auditor’s comments	Management’s response
1.	The confirmations regarding the closing balances of loans and advances were not made available to us by the management. Therefore, we are unable to comment on whether those balances, as shown in financial results, are correct or not.	The Board takes note of the observations made by the Statutory Auditor. The Company was inoperative during the financial year 2024-25 and no business activities were undertaken. The management is in the process of regularizing pending compliances and restoring the Company’s active status in due course
2.	The Company has not complied with the provision of Income Tax Act, 1961 (“IT Act”) by failing to file the Income Tax Return (“ITR”) under section 139 of the IT Act for the assessment year 2021-22 onwards. Accordingly, the company shall be liable to pay the applicable penalties for non-filing of ITR as per provisions of the IT Act.

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, (FRN: S2012DE180700), to carry out
Secretarial Audit for the Financial Year 2024-25. The Secretarial Audit report is annexed as “Annexure -
II” to this Report.

The Auditors has given remarks for the Financial Year ending 31^st March, 2025. The Management’s response
along with Auditor’s comments are mentioned below:

S No.	Auditor’s comments	Management’s response
1.	During the Financial year 2024-25, the Company did not submit the SDD Compliances Certificates for the periods ending on 30th September 2024, 31st December 2024 and 31st March,2025.	The Board takes note of the observations made by the Secretarial Auditor. The Company was inoperative during the financial year 2024-25 and no business activities were undertaken. 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 and consequently the Company has filed all the pending compliances same with Stock Exchange after due date.
2.	During the financial year 2024-25, the Company did not submit the Quarterly Compliance reports for the periods ending on 30th September 2024, and 31st December 2024 and 31st March,2025. However, the Company has subsequently submitted the Compliance reports for the quarter and year ended, along with all the pending Compliance reports for the previous quarters of the financial year 2024-25 via mail to BSE because the company is delisted w.e.f. 22/08/2024.
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.

INTERNAL AUDITORS

The Company has appointed Internal Auditors of the Company for the Financial Year 2024-2025 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.

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.

28. 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.

29. 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.

30. 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.

31. 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)

32. MANAGEMENT DISCUSSIONS & ANALYSIS REPORT

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

33. 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.

34. 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.

35. 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. 2024-25.

36. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) 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 2024-2025.

37. CHANGE IN REGISTERED OFFICE OF THE COMPANY

During the Financial Year under review, there is no change in the registered office of the company.

38. 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 31^st March
2025 will be available on the website of the Company i.e., at https://www.kdleisuresltd.com/ .

39. 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.

40. 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.

41. 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.

42. 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.

43. BUY-BACK OF SHARES

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

44. 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.

45. EMPLOYEE STOCK OPTION SCHEME (ESOP)

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

46. 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.

47. PREVENTION OF INSIDER TRADING

The Company has a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in
securities by the Directors and certain designated employees of the Company. The Code requires
preclearance for dealing in the Company’s shares and prohibits the purchase or sale of Company shares by
the Directors and designated employees while in possession of unpublished price sensitive information in
relation to the Company and during the period when the trading window is closed. The Board is responsible
for implementation of the Code. All Board Directors and the designated employees have confirmed
compliance with the Code.

48. WEBSITE OF THE COMPANY:

Your Company maintains a website https://www.kdleisuresltd.com/ where detailed information of the
Company and specified details in terms of the Companies Act, 2013 and SEBI (Listing Obligations &
Disclosure Requirements) Regulations, 2015 have been provided.

49. BUSINESS RESPONSIBILITY AND SUSTAINABLITY REPORTING (BRSR)

Securities Exchange Board of India (SEBI) has mandated the inclusion of BRSR as part of the Annual Report
for the top 100 listed entities. In view of the requirements specified, the company is not mandated for the
providing the BRSR and hence do not form part of this Report.

50. 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 return-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.

51. 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.

52. 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.

53. ACKNOWLEDGEMENT

The Board of Directors wish to 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: 07.11.2025 For & on behalf of

Place: Mumbai KD Leisures Limited

Sd/- Sd/-

Mandeep Singh Thukral Parminder Singh

Managing Director & CFO Director

DIN: 09160320 DIN: 09160424