This Amendment No. 1 on Form 20-F/A ("Amendment No. 1") amends the Annual Report on Form 20-F of Kandal M Venture Limited ("KMV," "we," or the "Company") for the fiscal year ended March 31, 2025, filed with the Securities and Exchange Commission on July 30, 2025 (the "Original Form 20-F"). Unless otherwise indicated or unless the context otherwise requires, all references herein to this Annual Report on Form 20-F, this Form 20-F, this Annual Report and similar names refer to the Original Form 20-F, as amended by this Amendment No. 1.
This Amendment No. 1 is being filed in response to comments received from the Staff of the Securities and Exchange Commission (the "SEC") in letters dated January 21, 2026, requesting that the Company amend its Form 20-F to disclose its conclusion regarding the effectiveness of its disclosure controls and procedures as of March 31, 2025, as required by Item 15(a) of Form 20-F and include the language required by Instruction 1 of the Instructions to Item 15 of Form 20-F.
Accordingly, this Amendment No. 1 solely amends section headed "Part II - Item 15. Controls and Procedures - Disclosure Control and Procedures" of the Original Form 20-F. In connection with this amendment, the Company is also including currently dated certifications from its Chief Executive Officer and Chief Financial Officer as required by Sections 302 and 906 of the Sarbanes-Oxley Act of 2002. These certifications are filed as Exhibits 12.1, 12.2, 13.1 and 13.2 to this Amendment No. 1.
This Amendment No. 1 does not reflect any changes to the consolidated financial statements included in the Original Form 20-F, nor does it amend, update or modify any other information or disclosures contained therein. Except as expressly set forth herein, this Amendment No. 1 speaks as of the date of the filing of the Original Form 20-F.