Kandal M Venture Ltd-A 2026年年度报告和过渡报告

An aggregate of 13,000,000 Class A ordinary shares, par value US$0.00001 per share, as of March 31, 2025. An aggregate of 3,000,000 Class B ordinary shares, par value US$0.00001 per share, as of March 31, 2025. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ☐Yes☒No If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section13 or 15(d) of the Securities Exchange Act of 1934. ☐Yes☒No Note – Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the SecuritiesExchange Act of 1934 from their obligations under those Sections. Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), ☒Yes☐No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the ☒Yes☐No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerginggrowth company. See definition of “large accelerated filer, “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Non-accelerated filer☒Emerging growth company☒ If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if theregistrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† †The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b) by the registered If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive- basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing: U.S. GAAP☐International Financial Reporting Standards as issued by the InternationalAccounting Standards Board☒ If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registranthas elected to follow. Item 17☐Item 18☐ If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the ExchangeAct). Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) ofthe Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.☐Yes☐No EXPLANATORY NOTE This Amendment No. 1 on Form 20-F/A (“Amendment No. 1”) amends the Annual Report on Form 20-F of Kandal M VentureLimited (“KMV,” “we,” or the “Company”) for the fiscal year ended March 31, 2025, filed with the Securities and ExchangeCommission on July 30, 2025 (the “Original Form 20-F”). Unless otherwise indicated or unless the context otherwise requires, allreferences herein to this Annual Report on Form 20-F, this Form 20-F, this Annual Report and similar names refer to the Original Form This Amendment No. 1 is being filed in response to comments received from the Staff of the Securities and ExchangeCommission (the “SEC”) in letters dated January 21, 2026, requesting that the Company amend its Form 20-F to disclose itsconclusion regarding the effectiveness of its disclosure controls and procedures as of March 31, 2025, as required by Item 15(a) of Accordingly, this Amendment No. 1 solely amends section headed “Part II - Item 15. Controls and Procedures – DisclosureControl and Procedures” of the Original Form 20-F. In connection with this amendment, the Company is also including currently datedcertifications from its Chief Executive Officer and Chief Financial Officer as required by Sections 302 and 906 of the Sarbanes-Oxley This Amendment No. 1 does not reflect any changes to the consolidated financial statements included in the Original Form