Kamdhenu Ventures Ltd. நிறுவனத்தின் கணக்கியல் கொள்கைகள்

Mar 31, 2025

1. MATERIAL ACCOUNTING POLICIES

1.1 Statement of Compliance

These Standalone financial statements have been
prepared in accordance with the Indian Accounting
Standards (referred to as Ind AS) as prescribed under
section 133 of the Companies Act, 2013 read with
companies (Indian Accounting Standards) Rules as
amended from time to time.

These financial statements of the Company were
approved by the Board of Directors of the Company in
its meeting held on 8^th May, 2025.

1.2 Basis of Preparation

The Standalone financial statements of the Company
are consistently prepared and presented under
historical cost convention on an accrual basis in
accordance with Ind AS except for certain financial
assets and liabilities that are measured at fair values.
The Company’s functional currency and presentation
currency is Indian National Rupees (''). All amounts
disclosed in the Standalone financial statements and
notes have been rounded off to the nearest Lakhs,
except otherwise indicated.

The Company presents its assets and liabilities in
the Balance Sheet based on current/non-current
classification.

An asset is treated as current when it is:

a) expected to be realized or intended to be sold or
consumed in normal operating cycle;

b) held primarily for the purpose of trading;

c) expected to be realized within twelve months
after the reporting period; or

d) cash or cash equivalent unless restricted from
being exchanged or used to settle a liability for at
least twelve months after the reporting period.

All other assets are classified as non-current.

A liability is treated as current when it is:

a) expected to be settled in normal operating cycle;

b) held primarily for the purpose of trading;

c) due to be settled within twelve months after the
reporting period; or

d) there is no unconditional right to defer the
settlement of the liability for at least twelve
months after the reporting period.

All other liabilities are classified as non-current.

Based on the nature of products and the time between
the acquisition of assets for processing and their
realization in cash and cash equivalents, the Company
has ascertained its operating cycle being a period
within twelve months for the purpose of current and
non-current classification of assets and liabilities. The
statement of cash flows has been prepared under
indirect method.

1.3 Use of judgments, estimates and assumptions

The preparation of the Company’s Standalone financial
statements required management to make judgments,
estimates and assumptions that affect the reported
amount of revenues, expenses, assets & liabilities and
the accompanying disclosures and the disclosures
of contingent liabilities. Uncertainty about these
assumptions and estimates could result in outcomes
that require a material adjustment in the future periods
in the carrying amount of assets or liabilities affected.
In accounting policies, management has made
judgments in respect of evaluation of recoverability
of deferred tax assets, which has the most significant
effect on the amounts recognized in the Standalone
financial statements.

The following are the key assumptions concerning the
future and other key sources of estimation uncertainty
at the end of the reporting period that may have a
significant risk of causing a material adjustment to the
carrying amounts of assets and liabilities within:

a) Useful life of property, plant & equipment and
intangible assets: The Company has estimated
useful life of the property, plant & equipment

as specified in Schedule II to the Companies
Act, 2013 or such other modified useful life as
disclosed in para 1.4. However the actual useful
life for individual equipments could turn out to
be different, there could be technology changes,
breakdown, and unexpected failure leading to
impairment or complete discard. Alternately,
the equipment may continue to provide useful
service well beyond the useful life assumed.

b) Lease: The Company evaluates if an arrangement
qualifies to be a lease as per the requirement
of Ind AS 116. Identification of a lease requires
significant judgment. The Company uses
significant judgment in assessing the lease
term (including anticipated renewals) and the
applicable discount rate.

The Company determines the lease term as the
non-cancelable period of lease, together with
both periods covered by an option to extend the
lease if the Company is reasonably certain to
exercise that option and periods covered by an
option to terminate the lease if the Company is
reasonably certain not to exercise that option. In
excersing whether the Company is reasonably
certain to excercise an option to extend a lease
or to exercise an option to terminate the lease, it
considers all relevant facts and circumstances
that create economic incentive for the Company
to exercise the option to extend the lease or to
exercise the option to terminate the lease. The
Company revises lease term, if there is change in
non-cancelable period of lease. The discount rate
used is generally based on incremental borrowing
rate.

c) Fair value measurement of financial instruments:

When the fair value of financial assets and
financial liabilities cannot be measured based on
quoted process in active market, the fair value is
measured using valuation techniques including
book value and the Discounted Cash Flow (DCF)
model. The inputs to these models are taken
from observable markets where possible, but
where this is not possible, a degree of judgment
is required in establishing fair values.

d) Taxes: Taxes have been paid/ provided,
exemptions availed, allowances considered etc.
are based on the extant laws and the Company’s
interpretation of the same based on the legal
advice received wherever required. These
could differ in the view taken by the authorities,
clarifications issued subsequently by the
government and courts, amendments to statutes
by the government etc.

e) Defined benefit plans: The cost of defined
benefit plans and other post-employment benefit
plans and the present value of such obligations
are determined using actuarial valuations. An
actuarial valuation involves making various
assumptions that may differ from actual
developments in the future.

f) Provisions: The Company makes provisions
for leave encashment and gratuity based on
report received from the independent actuary.
These valuation reports use complex valuation
models using not only the inputs provided by
the Company but also various other economic
variables. Considerable judgment is involved in
the process.

g) Contingencies: A provision is recognized when
an enterprise has a present obligation as a result
of past event and it is probable that an outflow of
resources will be required to settle the obligation in
respect of which a reliable estimate can be made.
Provisions are measured at the present value of
management’s best estimate of the expenditure
required to settle the present obligations at the
end of the reporting period. However, the actual
liability could be considerably different.

1.4 Property, Plant and Equipment

Freehold land is carried at historical cost. All other
property, plant and equipment are stated at cost, net
of recoverable taxes, trade discounts and rebates less
accumulated depreciation and impairment loss, if any.
The cost of tangible assets comprises its purchase
price, borrowing cost, any costs directly attributable
to bringing the asset into the location and condition
necessary for it to be capable of operating in the
manner intended by management, initial estimation of
any decommissioning obligations and finance cost.
When significant parts of the property, plant and
equipment are required to be replaced at intervals,
the Company derecognizes the replaced part and
recognizes the new part with its own associated

useful life and depreciated accordingly. Likewise, when
a major inspection is performed, its cost is recognized
in the carrying amount of the plant and equipment as a
replacement if the recognition criteria are satisfied. All
other repair and maintenance costs are recognized in
the Statement of Profit and Loss as incurred.

Cost of software directly identified with hardware is
recognized along with the cost of hardware.

Stores and spares which meet the definition of
property, plant and equipment and satisfy recognition
criteria of Ind AS 16 are capitalized as property, plant
and equipment.

An item of property, plant and equipment and any
significant part initially recognized is derecognized
upon disposal or when no future economic benefits are
expected from its use. Any gain or loss arising on de¬
recognition of the asset is included in the Statement of
Profit and Loss when the asset is derecognized.
Capital work-in-progress includes cost of property,
plant and equipment which are not ready for their
intended use.

The residual values and useful lives of property, plant
and equipment are reviewed at each financial year end
and changes, if any, are accounted prospectively.
Depreciation on the property, plant and equipment is
provided over the useful life of assets as specified in
Schedule II to the Companies Act, 2013 using straight
line method. Property, plant and equipment which are
added/disposed of during the year, depreciation is
provided on pro rata basis with reference to the month
of addition/deletion.

1.5 Intangible Assets

Intangible assets are recognized only if they are
separately identifiable and the Company expects to
receive future economic benefits arising out of them.
Intangible assets are stated at cost of acquisition net
of recoverable taxes less accumulated amortization/
depletion and impairment loss, if any. The cost
comprises purchase price, borrowing costs and any
cost directly attributable to bringing the asset to its
working condition for the intended use.

Computer Software is amortized over a period of three
years.

Intangible assets with finite lives are amortized on
straight line basis over their useful economic life

and assessed for impairment whenever there is an
indication that the intangible asset may be impaired.
The amortization period and the amortization method
for an intangible asset with a finite useful life are
reviewed at each year end. The amortized expense
on intangible assets with infinite lives and impairment
loss is recognized in the Statement of Profit and Loss.
The useful lives of intangible assets are assessed as
either finite or indefinite.

Gains or losses arising from de-recognition of an
intangible asset are recognized in the Statement of
Profit and Loss when the asset is derecognized.
Intangible assets with indefinite useful lives are not
amortized but are tested for impairment annually.
The assessment of indefinite life is reviewed annually
to determine whether the indefinite life continues to
be supportable. If not, the change in useful life from
indefinite to finite is made on a prospective basis. The
impairment loss on intangible assets with indefinite
life is recognized in the Statement of Profit and Loss.

1.6 Impairment of non-financial assets

At each Balance Sheet date, the Company assesses
whether there is an indication that an asset may
be impaired and also whether there is an indication
of reversal of impairment loss recognized in the
previous periods. If any indication exists or when
annual impairment testing for an asset is required,
the Company determines the recoverable amount
and impairment loss is recognized when the carrying
amount of an asset exceeds its recoverable amount.
An asset’s recoverable amount is the higher of an
asset or Cash-Generating Unit’s (CGU) fair value less
costs of disposal and its value in use. Recoverable
amount is determined for an individual asset unless
the asset does not generate cash inflows that are
largely independent of those from other assets or
groups of assets.

When the carrying amount of an asset or CGU exceeds
its recoverable amount, the asset is considered
impaired and is written down to its recoverable
amount.

I n assessing the value in use, the estimated future
cash flows are discounted to their present value using
a pre-tax discount rate that reflects current market
assessments of the time value of money and the risks
specific to the asset. In determining fair value less
costs of disposal, recent market transactions are taken
into account. If no such transactions can be identified,
an appropriate valuation model is used.

1.7 Investment in Subsidiaries, Associates and joint
Ventures

Investment in subsidiaries, associates and joint
ventures are carried at cost less impairment losses,
if any. When an indication of impairment exists, the
carrying amount of the investment is assessed and
written down to its recoverable amount. On disposal of
investment in subsidiary, associates and joint ventures,
the difference between net disposal proceeds and the
carrying amount are recognized in statement of Profit
& loss.

Investment in Equity Instruments

All investment in equity instrument classified under
financial assets are initially measured at fair value. The
Company may on initial application irrevocably elect to
measure the same either at FVOCI or FVTPL.

The Company makes such election on an instrument
by instrument basis. Fair value change on an equity
instrument is recognized as ''other income’ in statement
of profit & Loss unless the Company has elected to
measure such instrument at FVOCI. Fair value changes
excluding dividend on an equity instrument measured
at FVOCI are recognized in OCI. Amount recognized
in OCI are not subsequently reclassified to statement
of Profit & loss. Dividend income on investment in
equity instrument are recognized as ''Other Income’ in
statement of Profit & Loss.

1.8 Non-current Assets held for Sale

Non-current assets classified as held for sale are
measured at the lower of carrying amount and fair
value less costs to sell.

Non-current assets are classified as held for sale if
their carrying amounts will be recovered through a
sale transaction rather than through continuing use.
This condition is regarded as met only when the
sale is highly probable and the asset is available for
immediate sale in its present condition subject only to
terms that are usual and customary for sales of such
assets.

Property, plant and equipment and intangible assets
are not depreciated or amortized once classified as
held for sale.

1.9 Financial Instruments

A financial instrument is any contract that gives rise to

a financial asset of one entity and a financial liability or

equity instrument of another entity.

A. Financial Assets

(i) Classification:

The Company classifies financial assets as
subsequently measured at amortized cost, fair
value through other comprehensive income, or
fair value through profit and loss on the basis of its
business model for managing the financial asset
and the contractual cash flow characteristics of
the financial asset.

(ii) Initial recognition and measurement:

All financial assets are recognized initially at fair
value plus, in the case of financial assets not
recognized at fair value through profit and loss,
transaction costs that are attributable to the
acquisition of the financial asset.

(iii) Financial assets measured at amortized cost:

Financial assets are subsequently measured at
amortized cost using Effective Interest Rate (EIR)
method, if these financial assets are held within a
business whose objective is to hold these assets
in order to collect contractual cash flows and
the contractual terms of the financial asset give
rise on specified dates to cash flows that are
solely payments of principal and interest on the
principal outstanding. The losses arising from
the impairment are recognized in the Statement
of Profit and Loss.

(iv) Financial assets at fair value through other
comprehensive income:

Financial assets are measured at fair value
through other comprehensive income if these
financial assets are held within a business
whose objective is achieved by both collecting
contractual cash flows and selling financial
assets and the contractual terms give rise to
cash flows that are solely payments of principal
and interest on the principal outstanding.

(v) Financial assets measured at fair value through
profit and loss:

Financial assets under this category are measured
initially as well as at each reporting date at fair

value. Fair value movements are recognized in
profit and loss.

(vi) De-recognition of financial assets:

A financial asset is primarily derecognized when
the rights to receive cash flows from the asset
have expired or the Company has transferred its
rights to receive cash flows from the asset.

AA. Impairment of Financial Assets

In accordance with Ind-AS 109, the Company applies
Expected Credit Loss (ECL) model for measurement
and recognition of impairment loss.

The Company follows ''simplified approach’ for
recognition of impairment loss allowance on trade
receivables. The application of simplified approach
does not require the Company to track changes in
credit risk. Rather, it recognizes impairment loss
allowance based on lifetime ECLs at each reporting
date, right from its initial recognition.

B. Financial Liabilities

(i) Classification:

The Company classifies all financial liabilities as
subsequently measured at amortized cost, except
for financial liabilities at fair value through profit
and loss. Such liabilities, including derivatives that
are liabilities, shall be subsequently measured at
fair value.

(ii) Initial recognition and measurement:

All financial liabilities are recognized initially at
fair value, in the case of loans, borrowings and
payables, net of directly attributable transaction
costs. Financial liabilities include trade and other
payables, loans and borrowings including bank
overdrafts and derivative financial instruments.

(iii) Subsequent measurement:

All financial liabilities are re-measured at fair
value through statement of profit and loss include
financial liabilities held for trading and financial
liabilities designated upon initial recognition
as at fair value through statement of profit and
loss. Financial liabilities are classified as held
for trading if they are incurred for the purpose of
repurchasing in the near term.

(iv) Loans and borrowings:

Interest bearing loans and borrowings are
subsequently measured at amortized cost using
effective interest rate (EIR) method. Gains and
losses are recognized in Statement of Profit and
Loss when the liabilities are derecognized as well
as through EIR amortization process. The EIR
amortization is included as finance cost in the
Statement of Profit and Loss.

(v) De-recognition of financial liabilities:

A financial liability is derecognized when the
obligation under the liability is discharged or
canceled or expires. When an existing financial
liability is replaced by another from the same
lender on substantially different terms, or the
terms of an existing liability are substantially
modified, such an exchange or modification
is treated as the de-recognition of the original
liability and the recognition of a new liability. The
difference in the respective carrying amounts is
recognized in the Statement of Profit and Loss.

(vi) Derivative financial instruments:

The Company uses derivative financial
instruments such as forward currency contracts
and options to hedge its foreign currency risks.
Such derivative financial instruments are initially
recognized at fair value on the date on which
a derivative contract is entered into and are
subsequently re-measured at fair value. The gain
or loss in the fair values is taken to Statement of
Profit and Loss at the end of every period. Profit
or loss on cancellations/renewals of forward
contracts and options are recognized as income
or expense during the period.

C. Offsetting of financial instruments

Financial assets and financial liabilities are offset
and the net amount is reported in the Balance Sheet
if there is a currently enforceable legal right to offset
the recognized amounts and there is an intention to
settle on a net basis to realize the assets and settle the
liabilities simultaneously.

1.10 Fair value measurement

The Company measures certain financial assets and
financial liabilities including derivatives and defined
benefit plans at fair value.

Fair value is the price that would be received to sell
an asset or paid to transfer a liability in an orderly
transaction between market participants at the
measurement date. The fair value measurement is
based on the presumption that the transaction to sell
the asset or transfer the liability takes place either:

a) In the principal market for the asset or liability; or

b) In the absence of a principal market, in the most
advantageous market for the asset or liability

The fair value of an asset or a liability is measured
using the assumptions that market participants would
use when pricing the asset or liability, assuming that
market participants act in their best economic interest.
All assets and liabilities for which fair value is measured
or disclosed in the Standalone financial statements are
categorized within the fair value hierarchy, described
as follows, based on the lowest level input that is
significant to the fair value measurement as a whole:
Level 1- Quoted (unadjusted) market prices in active
markets for identical assets or liabilities.

Level 2- Valuation techniques for which the lowest level
input that is significant to the fair value measurement
is directly or indirectly observable.

Level 3- Valuation techniques for which the lowest level
input that is significant to the fair value measurement
is unobservable.

For assets and liabilities that are recognized in the
standalone financial statements on a recurring
basis, the Company determines whether transfers
have occurred between levels in the hierarchy by re¬
assessing categorization (based on the lowest level
input that is significant to the fair value measurement
as a whole) at the end of each reporting period.

l.H Borrowing cost

Borrowing costs directly attributable to the acquisition,
construction or production of an asset are capitalized
as part of the cost of the asset. All other borrowing
costs are expensed in the period in which they occur.
Borrowing costs consist of interest and other costs
that an entity incurs in connection with the borrowing
of funds. Borrowing cost also includes exchange
differences to the extent regarded as an adjustment to
the borrowing costs.

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Mar 31, 2024

1. MATERIAL ACCOUNTING POLICIES

1.1 Statement of Compliance

These Standalone financial statements have been prepared in accordance with the Indian Accounting Standards (referred to as Ind AS) as prescribed under section 133 of the Companies Act, 2013 read with companies (Indian Accounting Standards) Rules as amended from time to time.

These financial statements of the Company were approved by the Board of Directors of the Company in its meeting held on 7^th May, 2024.

1.2 Basis of Preparation

The Standalone financial statements of the Company are consistently prepared and presented under historical cost convention on an accrual basis in accordance with Ind AS except for certain financial assets and liabilities that are measured at fair values. The Company’s functional currency and presentation currency is Indian National Rupees (''). All amounts disclosed in the Standalone financial statements and notes have been rounded off to the nearest Lakhs, except otherwise indicated.

The Company presents its assets and liabilities in the Balance Sheet based on current/non-current classification.

An asset is treated as current when it is:

a) expected to be realized or intended to be sold or consumed in normal operating cycle;

b) held primarily for the purpose of trading;

c) expected to be realized within twelve months after the reporting period; or

d) cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period.

All other assets are classified as non-current.

A liability is treated as current when it is:

a) expected to be settled in normal operating cycle;

b) held primarily for the purpose of trading;

c) due to be settled within twelve months after the reporting period; or

d) there is no unconditional right to defer the settlement of the liability for at least twelve months after the reporting period.

All other liabilities are classified as non-current.

Based on the nature of products and the time between the acquisition of assets for processing and their realization in cash and cash equivalents, the Company has ascertained its operating cycle being a period within twelve months for the purpose of current and non-current classification of assets and liabilities. The statement of cash flows has been prepared under indirect method.

1.3 Use of judgments, estimates and assumptions

The preparation of the Company’s Standalone financial statements required management to make judgments, estimates and assumptions that affect the reported amount of revenues, expenses, assets & liabilities and the accompanying disclosures and the disclosures of contingent liabilities. Uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment in the future periods in the carrying amount of assets or liabilities affected. In accounting policies, management has made judgments in respect of evaluation of recoverability of deferred tax assets, which has the most significant effect on the amounts recognized in the Standalone financial statements.

The following are the key assumptions concerning the future and other key sources of estimation uncertainty at the end of the reporting period that may have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within:

a) Useful life of property, plant & equipment and intangible assets: The Company has estimated useful life of the property, plant & equipment as specified in Schedule II to the Companies Act, 2013 or such other modified useful life as disclosed in para 1.4. However the actual useful life for individual equipments could turn out to

be different, there could be technology changes, breakdown, and unexpected failure leading to impairment or complete discard. Alternately, the equipment may continue to provide useful service well beyond the useful life assumed.

b) Lease: The Company evaluates if an arrangement Qualifies to be a lease as per the reguirement of Ind AS 116. Identification of a lease reguires significant judgement. The Company uses significant judgement in assessing the lease term (including anticipated renewals) and the applicable discount rate.

The Company determines the lease term as the non-cancellable period of lease, together with both periods covered by an option to extend the lease if the Company is reasonably certain to exercise that option and periods covered by an option to terminate the lease if the Company is reasonably certain not to exercise that option. In excersing whether the Company is reasonably certain to excercise an option to extend a lease or to exercise an option to terminate the lease, it considers all relevant facts and circumstances that create economic incentive for the Company to exercise the option to extend the lease or to exercise the option to terminate the lease. The Company revises lease term, if there is change in non-cancellable period of lease. The discount rate used is generally based on incremental borrowing rate.

c) Fair value measurement of financial instruments: When the fair value of financial assets and financial liabilities cannot be measured based on quoted process in active market, the fair value is measured using valuation techniques including book value and the Discounted Cash Flow (DCF) model. The inputs to these models are taken from observable markets where possible, but where this is not possible, a degree of judgment is reguired in establishing fair values.

d) Taxes: Taxes have been paid/ provided, exemptions availed, allowances considered etc. are based on the extant laws and the Company’s interpretation of the same based on the legal advice received wherever reguired. These could differ in the view taken by the authorities,

government and courts, amendments to statutes by the government etc.

e) Defined benefit plans: The cost of defined benefit plans and other post-employment benefit plans and the present value of such obligations are determined using actuarial valuations. An actuarial valuation involves making various assumptions that may differ from actual developments in the future.

f) Provisions: The Company makes provisions for leave encashment and gratuity based on report received from the independent actuary. These valuation reports use complex valuation models using not only the inputs provided by the Company but also various other economic variables. Considerable judgment is involved in the process.

g) Contingencies: A provision is recognized when an enterprise has a present obligation as a result of past event and it is probable that an outflow of resources will be required to settle the obligation in respect of which a reliable estimate can be made. Provisions are measured at the present value of management’s best estimate of the expenditure required to settle the present obligations at the end of the reporting period. However, the actual liability could be considerably different.

1.4 Property, Plant and Equipment

Freehold land is carried at historical cost. All other property, plant and equipment are stated at cost, net of recoverable taxes, trade discounts and rebates less accumulated depreciation and impairment loss, if any. The cost of tangible assets comprises its purchase price, borrowing cost, any costs directly attributable to bringing the asset into the location and condition necessary for it to be capable of operating in the manner intended by management, initial estimation of any decommissioning obligations and finance cost. When significant parts of the property, plant and equipment are required to be replaced at intervals, the Company derecognizes the replaced part and recognizes the new part with its own associated useful life and depreciated accordingly. Likewise, when a major inspection is performed, its cost is recognized in the carrying amount of the plant and equipment as a replacement if the recognition criteria are satisfied. All

other repair and maintenance costs are recognized in the Statement of Profit and Loss as incurred.

Cost of software directly identified with hardware is recognized along with the cost of hardware.

Stores and spares which meet the definition of property, plant and equipment and satisfy recognition criteria of Ind AS 16 are capitalized as property, plant and equipment.

An item of property, plant and equipment and any significant part initially recognized is derecognized upon disposal or when no future economic benefits are expected from its use. Any gain or loss arising on derecognition of the asset is included in the Statement of Profit and Loss when the asset is derecognized. Capital work-in-progress includes cost of property, plant and equipment which are not ready for their intended use.

The residual values and useful lives of property, plant and equipment are reviewed at each financial year end and changes, if any, are accounted prospectively. Depreciation on the property, plant and equipment is provided over the useful life of assets as specified in Schedule II to the Companies Act, 2013 using straight line method. Property, plant and equipment which are added/disposed of during the year, depreciation is provided on pro rata basis with reference to the month of addition/deletion.

1.5 Intangible Assets

Intangible assets are recognized only if they are separately identifiable and the Company expects to receive future economic benefits arising out of them. Intangible assets are stated at cost of acquisition net of recoverable taxes less accumulated amortization/ depletion and impairment loss, if any. The cost comprises purchase price, borrowing costs and any cost directly attributable to bringing the asset to its working condition for the intended use.

Computer Software is amortized over a period of three years.

Intangible assets with finite lives are amortized on straight line basis over their useful economic life and assessed for impairment whenever there is an indication that the intangible asset may be impaired. The amortization period and the amortization method for an intangible asset with a finite useful life are

reviewed at each year end. The amortized expense on intangible assets with infinite lives and impairment loss is recognized in the Statement of Profit and Loss. The useful lives of intangible assets are assessed as either finite or indefinite.

Gains or losses arising from de-recognition of an intangible asset are recognized in the Statement of Profit and Loss when the asset is derecognized. Intangible assets with indefinite useful lives are not amortized but are tested for impairment annually. The assessment of indefinite life is reviewed annually to determine whether the indefinite life continues to be supportable. If not, the change in useful life from indefinite to finite is made on a prospective basis. The impairment loss on intangible assets with indefinite life is recognized in the Statement of Profit and Loss.

1.6 Impairment of non-financial assets

At each Balance Sheet date, the Company assesses whether there is an indication that an asset may be impaired and also whether there is an indication of reversal of impairment loss recognized in the previous periods. If any indication exists or when annual impairment testing for an asset is required, the Company determines the recoverable amount and impairment loss is recognized when the carrying amount of an asset exceeds its recoverable amount. An asset’s recoverable amount is the higher of an asset or Cash-Generating Unit’s (CGU) fair value less costs of disposal and its value in use. Recoverable amount is determined for an individual asset unless the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets.

When the carrying amount of an asset or CGU exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount.

I n assessing the value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. In determining fair value less costs of disposal, recent market transactions are taken into account. If no such transactions can be identified, an appropriate valuation model is used.

1.7 Investment in Subsidiaries, Associates and joint Ventures

Investment in subsidiaries, associates and joint ventures are carried at cost less impairment losses, if any. When an indication of impairment exists, the carrying amount of the investment is assessed and written down to its recoverable amount. On disposal of investment in subsidiary, associates and joint ventures, the difference between net disposal proceeds and the carrying amount are recognized in statement of Profit & loss.

Investment in Equity Instruments

All investment in equity instrument classified under financial assets are initially measured at fair value. The Company may on initial application irrevocably elect to measure the same either at FVOCI or FVTPL.

The Company makes such election on an instrument by instrument basis. Fair value change on an equity instrument is recognized as ''other income’ in statement of profit & Loss unless the Company has elected to measure such instrument at FVOCI. Fair value changes excluding dividend on an equity instrument measured at FVOCI are recognized in OCI. Amount recognized in OCI are not subsequently reclassified to statement of Profit & loss. Dividend income on investment in equity instrument are recognized as ''Other Income’ in statement of Profit & Loss.

1.8 Non-current Assets held for Sale

Non-current assets classified as held for sale are measured at the lower of carrying amount and fair value less costs to sell.

Non-current assets are classified as held for sale if their carrying amounts will be recovered through a sale transaction rather than through continuing use. This condition is regarded as met only when the sale is highly probable and the asset is available for immediate sale in its present condition subject only to terms that are usual and customary for sales of such assets.

Property, plant and equipment and intangible assets are not depreciated or amortized once classified as held for sale.

1.9 Financial Instruments

A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or

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A. FINANCIAL ASSETS:

(i) Classification:

The Company classifies financial assets as subsequently measured at amortized cost, fair value through other comprehensive income, or fair value through profit and loss on the basis of its business model for managing the financial asset and the contractual cash flow characteristics of the financial asset.

(ii) Initial recognition and measurement:

All financial assets are recognized initially at fair value plus, in the case of financial assets not recognized at fair value through profit and loss, transaction costs that are attributable to the acquisition of the financial asset.

(iii) Financial assets measured at amortized cost:

Financial assets are subsequently measured at amortized cost using Effective Interest Rate (EIR) method, if these financial assets are held within a business whose objective is to hold these assets in order to collect contractual cash flows and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal outstanding. The losses arising from the impairment are recognized in the Statement of Profit and Loss.

(iv) Financial assets at fair value through other comprehensive income:

Financial assets are measured at fair value through other comprehensive income if these financial assets are held within a business whose objective is achieved by both collecting contractual cash flows and selling financial assets and the contractual terms give rise to cash flows that are solely payments of principal and interest on the principal outstanding.

(v) Financial assets measured at fair value through profit and loss:

Financial assets under this category are measured initially as well as at each reporting date at fair value. Fair value movements are recognized in profit and loss.

(vi) De-recognition of financial assets:

A financial asset is primarily derecognized when the rights to receive cash flows from the asset have expired or the Company has transferred its rights to receive cash flows from the asset.

AA. Impairment of Financial Assets

In accordance with Ind-AS 109, the Company applies Expected Credit Loss (ECL) model for measurement and recognition of impairment loss.

The Company follows ''simplified approach'' for recognition of impairment loss allowance on trade receivables. The application of simplified approach does not require the Company to track changes in credit risk. Rather, it recognizes impairment loss allowance based on lifetime ECLs at each reporting date, right from its initial recognition.

B. Financial Liabilities

(i) Classification:

The Company classifies all financial liabilities as subsequently measured at amortized cost, except for financial liabilities at fair value through profit and loss. Such liabilities, including derivatives that are liabilities, shall be subsequently measured at fair value.

(ii) Initial recognition and measurement:

All financial liabilities are recognized initially at fair value, in the case of loans, borrowings and payables, net of directly attributable transaction costs. Financial liabilities include trade and other payables, loans and borrowings including bank overdrafts and derivative financial instruments.

(iii) Subsequent measurement:

All financial liabilities are re-measured at fair value through statement of profit and loss include financial liabilities held for trading and financial liabilities designated upon initial recognition as at fair value through statement of profit and loss. Financial liabilities are classified as held for trading if they are incurred for the purpose of repurchasing in the near term.

(iv) Loans and borrowings:

Interest bearing loans and borrowings are subsequently measured at amortized cost using effective interest rate (EIR) method. Gains and losses are recognized in Statement of Profit and Loss when the liabilities are derecognized as well as through EIR amortization process. The EIR amortization is included as finance cost in the Statement of Profit and Loss.

(v) De-recognition of financial liabilities:

A financial liability is derecognized when the obligation under the liability is discharged or canceled or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the de-recognition of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognized in the Statement of Profit and Loss.

(vi) Derivative financial instruments:

The Company uses derivative financial instruments such as forward currency contracts and options to hedge its foreign currency risks. Such derivative financial instruments are initially recognized at fair value on the date on which a derivative contract is entered into and are subsequently re-measured at fair value. The gain or loss in the fair values is taken to Statement of Profit and Loss at the end of every period. Profit or loss on cancellations/renewals of forward contracts and options are recognized as income or expense during the period.

C. Offsetting of financial instruments

Financial assets and financial liabilities are offset and the net amount is reported in the Balance Sheet if there is a currently enforceable legal right to offset the recognized amounts and there is an intention to settle on a net basis to realize the assets and settle the liabilities simultaneously.

1.10 Fair value measurement

The Company measures certain financial assets and financial liabilities including derivatives and defined benefit plans at fair value.

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either:

a) In the principal market for the asset or liability; or

b) In the absence of a principal market, in the most advantageous market for the asset or liability

The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their best economic interest. All assets and liabilities for which fair value is measured or disclosed in the Standalone financial statements are categorized within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as a whole: Level 1- Quoted (unadjusted) market prices in active markets for identical assets or liabilities.

Level 2- Valuation technigues for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable.

Level 3- Valuation technigues for which the lowest level input that is significant to the fair value measurement is unobservable.

For assets and liabilities that are recognized in the standalone financial statements on a recurring basis, the Company determines whether transfers have occurred between levels in the hierarchy by reassessing categorization (based on the lowest level input that is significant to the fair value measurement as a whole) at the end of each reporting period.

l.H Borrowing cost

Borrowing costs directly attributable to the acquisition, construction or production of an asset are capitalized as part of the cost of the asset. All other borrowing costs are expensed in the period in which they occur. Borrowing costs consist of interest and other costs that an entity incurs in connection with the borrowing of funds. Borrowing cost also includes exchange differences to the extent regarded as an adjustment to the borrowing costs.

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Mar 31, 2023

Your Directors have immense pleasure in presenting the 4^th (Forth) Annual Report of Kamdhenu Ventures Limited (''your Company/ the Company'') along with the audited Standalone & Consolidated Financial Statements and the Auditor''s Report thereon for the financial year ended 31^st March, 2023 (''year under review'').

1. FINANCIAL HIGHLIGHTS

The financial highlights of your Company for the financial year ended 31^st March, 2023 and comparison with the previous financial year ended on 31^st March, 2022, on a Standalone and Consolidated basis, are summarized as under:

				('' in Lakh)
Particulars |	Standalone		Consolidated
	FY 2022-23 ^|FY 2021-22|		FY 2022-23	FY 2021-22
Revenue from Operations	899.03	-	25950.36
Other Income	-	-	36.09
Total Revenue	899.03	-	25986.45
Total Expenses	993.06	0.35	27091.68	0.68
Profit before Exceptional Items and Tax	(94.03)	(0.35)	(1105.23)	(0.68)
Exceptional Items	-	-	-	-
Profit/(Loss) before tax	(94.03)	(0.35)	(1105.23)	(0.68)
Tax Expenses	0.01	-	21.62	0.01
Profit/(Loss) for the Year	(94.04)	(0.35)	(1126.85)	(0.69)
Total Comprehensive Income/ (Loss) for the	(94.04)	(0.35)	(1127.04)	(0.69)
Year Paid up Capital ('' 5 each fully paid-up)	1346.78	3.04	1346.78	3.04
10 each fully paid-up for FY 2021-22) Earnings per Share of face value of '' 5 Each Basic (In '')	(0.62)	(1.15)	(7.48)	(2.27)
Diluted (In '')	(0.62)	(1.15)	(7.48)	(2.27)

2. STATE OF COMPANY''S AFFAIRS & FINANCIAL PERFORMANCE

During the year under review, the Hon''ble National Company Law Tribunal, Chandigarh Bench, vide its order dated 3^rd June, 2022 had approved the Scheme of Arrangement.

The Scheme of Arrangement provides for:

(a) Amalgamation of Kamdhenu Concast Limited, Kamdhenu Overseas Limited, Kamdhenu Paint Industries Limited, Kamdhenu Infradevelopers Limited, Kamdhenu Nutrients Private Limited, Kay2 Steel Limited and Tiptop Promoters Private Limited (the Transferor Companies) with Kamdhenu Limited (the Transferee Company)

(b) De-merger of Paint Business (the Demerged Business) of Kamdhenu Limited (the Transferee

Company) into Kamdhenu Colour and Coatings Limited (the Resulting Company No 2) and issue of shares by Kamdhenu Ventures Limited (the Resulting Company No. 1) to the Shareholders of Kamdhenu Limited in consideration of the said de-merger.

(c) Re-organization of pre-Scheme Share Capital of Kamdhenu Ventures Limited (the Resulting Company No. 1)

Further pursuant to the demerger of the Paint Business from Kamdhenu Limited to Kamdhenu Colour and Coatings Limited, a wholly owned subsidiary of your Company,2,69,35,500 Equity Shares of Kamdhenu Ventures Limited having face value of '' 5/- each were issued and allotted to the shareholders of Kamdhenu Limited on 9^th September, 2022 on mirror shareholding basis. The Equity Shares of your Company were listed

on BSE Limited and National Stock Exchange of India Limited on the 24^th of January, 2023.

FINANCIAL PERFORMANCE

During the Year under review :

• On a consolidated basis, the revenue of your Company, for the financial year 2022-23 stood at '' 25950.36 Lakhs and the Company booked a Loss of '' 1126.85 Lakhs for the financial year 2022-23.

• On Standalone basis, the revenue of the Company for the financial year 2022-23 stood at '' 899.03 Lakhs and the Company booked a loss of '' 94.04 Lakhs for the financial year 2022-23.

• The Net worth of your Company on the standalone basis stood at '' 9082.91 Lakhs as on 31^st March, 2023 and on the consolidated basis the Net worth of your Company stood at '' 8,048.37 Lakhs as on 31^st March, 2023.

Consolidated Financial Statements of the Subsidiary Company i.e Kamdhenu Colour and Coatings Limited, forms part of Annual report .

3. OVERVIEW OF THE COMPANY PERFORMANCE

The Indian paint industry is one of the largest in the world and has been growing at a steady pace in recent years. According to the forecast by Indian Paint Association, the Indian Paint and Coating Industry, during the next five years will surpass '' 1000 billion from the current level of '' 620 billion. This is in line with the consistent double-digit Compounded Annual Growth Rate (CAGR) that the sector has achieved over the last few years. The management of your Company is well aware with the needs of the market and considering the steadily growth in the Indian per capita paint consumption driven from all the sectors and in order to create an individual identity into the Paint Sector, the Board of Directors of your Company had approved the Scheme of Arrangement in order to make the Paint division of Kamdhenu Limited stand out in the name of Kamdhenu Ventures Limited.

During the year under review, Hon''ble National Company Law Tribunal, Chandigarh Bench, vide its order dated 3^rd June, 2022 had approved the demerger of the Paint Business of Kamdhenu Limited into Kamdhenu Colour and Coatings Limited, a wholly owned subsidiary of your Company.

Pursuant to the sanctioning of the Scheme of Arrangement the demerged undertaking i.e paint business of Kamdhenu Limited was vested and transferred to Kamdhenu Colour and Coating Limited (A Wholly Owned Subsidiary of Kamdhenu Ventures Limited) and in consideration of the said demerger the Equity Shares of Kamdhenu Ventures Limited at the face value of '' 5 were issued and allotted to the shareholders of Kamdhenu Limited on 9^th September, 2022 on mirror shareholding basis.

The Appointed date for the said demerger as per the Scheme of Arrangement was 1^st April, 2022 and the Scheme of Arrangement has become effective from the 18^th of July, 2022.The Company had received Relaxation of Rule 19(2)(b) of Securities Contracts (Regulations) Rules, 1957 on the Listing of Equity Shares from Securities Exchange Board of India on 2^nd January, 2023 and further on receipt of the Listing and Trading Approval from both the Stock Exchanges that is BSE Limited(BSE) and National Stock Exchange of India Limited (NSE) on 20^th January, 2023, the Equity Shares of your Company got listed on both the Stock Exchanges that is BSE Limited and National Stock Exchange of India Limited on 24^th of January, 2023.

4. DIVIDEND

During the period under review, as the Company has incurred a net loss, the Directors of your Company have not recommended any dividend for the financial year 2022-23.

The Board of Directors of your Company had approved a Dividend Distribution Policy in their meeting held on 18^th July, 2022. The Policy is available on the Company''s website: https://kamdhenupaints.com/ images/policies/KVL_Dividend_Distribution_Policy.pdf.

5. TRANSFER TO RESERVES

During the year under review, no amount was transferred to any of the reserves by the Company.

6. MATERIALCHANGESANDFINANCIALCOMMITMENTS

During the Financial Year 2022-23, the Board of Directors of the Company had in their meeting held on 10^th March, 2023, decided and approved for raising funds by way of issuing 45,00,000 Equity Shares of the face value of '' 5/- each, to the Proposed Qualified Institutional Buyers, on preferential basis, at a issue price of '' 145/- which

includes a premium of '' 140/-, in terms of Chapter V of the SEBI (ICDR) Regulations, 2018, which was also approved by the Shareholders of the Company in their Extra-Ordinary General Meeting held on 6^th April, 2023. Further, the Board of Directors on 25^th April, 2023, approved the allotment of the said equity shares to the Qualified Institutional Buyers and listing and trading approval for the said number of shares was received from NSE and BSE on 17^th May, 2023 and trading of shares started from 18^th May, 2023.

The Board of Directors of your Company has approved the redemption of the 40,01,582 9% Non - Cumulative Redeemable Preference Shares of '' 10/- each, which were issued pursuant to the Scheme of Arrangement as approved by Hon''ble National Company Law Tribunal. The 9% Non - Cumulative Redeemable Preference Shares were redeemed out of the proceeds of the Preferential Issue made to Qualified Institutional Buyers. Apart from the information provided above or disclosures made elsewhere in the Directors'' Report including Annexures thereof, there are no material changes and commitments affecting the financial position of the Company, which occurred between the end of the financial year of the Company i.e. 31^st March, 2023 to which this financial statement relates and till the date of this Report.

7. SHARE CAPITAL

As at 31^st March. 2023, the Authorized Share Capital of the Company stood at '' 19,55,00,000 (Rupees Nineteen Crore Fifty Five Lakhs Only) which comprises of '' 15,05,00,000/- (Rupees Fifteen Crore and Five Lakhs) Equity Share Capital divided into 3,01,00,000 (Three Crore and One Lakh) Equity Shares of '' 5 each and '' 4,50,00,000 (Rupees Four Crore and Fifty Lakhs Only) divided into 45,00,000 (Forty Five Lakhs) 9% Non -Cumulative Compulsorily Redeemable Preference Shares of '' 10 each and the Paid up Share Capital of your Company stood at '' 17,46,93,320 (Rupees Seventeen Crore Forty Lakhs Ninety Three Thousand Three Hundred Twenty) divided into 2,69,35,500 (Two Crore Sixty Nine Lakhs Thirty Five Thousand Five Hundred) Equity Shares of '' 5/- each and 40,01,582 (Forty Lakhs One Thousand Five Hundred Eighty Two) 9% Non - Cumulative Compulsorily Redeemable Preference Shares of '' 10 each.

During the period under review and till the date of

this report, following changes took place in the Share capital of the Company:

- The Board of Directors and Shareholders of the Company in their meeting held on 18^th July, 2022 approved the Sub-Division of Authorized Share Capital of the Company in a manner that every 1 (one) equity share of '' 10 (Ten) each shall be divided into 2(Two) Equity Shares of ''5 (Five) each and consequent to such subdivision the Authorized Share Capital of the Company was '' 5,00,000 (Rupees Five Lakh Only) divided into 1,00,000 (One Lakh) Equity Shares of '' 5 (Five) each.

- The Board of Directors and Shareholders of the Company in their meeting held on 18^th July, 2022 approved the increase in the Authorized Share Capital of the Company from '' 5,00,000 (Five Lakhs) divided into 1,00,000 (One Lakh) Equity Shares of '' 5 (Five) each to '' 195,500,000/-(Rupees Nineteen Crore Fifty-Five Lakhs Only) comprising of '' 150,500,000/- (Rupees Fifteen Crore and Five Lakh) divided into 30,100,000 (Three Crore and One Lakh) Equity Shares having face value '' 5/- (Rupees Five) each of the Company and '' 45,000,000/- (Rupees Four Crore and Fifty Lakhs Only) divided into 4,500,000 (Forty-Five Lakhs) Preference Shares having face value '' 10/- (Rupees Ten) each of the Company.

- Changes that took place pursuant to Scheme of Amalgamation which became effective on 18^th July, 2022 :

(a) The pre-Scheme issued and paid up share capital of the Company which consisted of 30,400 Equity Shares of '' 10 each was cancelled and 30,400 9% Non-cumulative Compulsorily Redeemable Preference Shares of '' 10 each were created, issued and allotted in place of the cancelled Equity Share capital of the Company on 20^th July, 2022.

(b) The Company has issued and allotted 40,01,582 9% Non-cumulative Compulsorily Redeemable Preference Shares of '' 10 each in terms of Scheme of Arrangement to the shareholders of Transferor Company No. 1 to 7, and the said 9% Non-Cumulative Compulsorily Redeemable Preference Shares

were redeemed by the Board of Directors on 27^th April, 2023.

(c ) Allotment of 2,69,35,500 Equity Shares of '' 5 each of Kamdhenu Ventures Limited to the Equity Shareholders of the Kamdhenu Limited, in the ratio of 1 (One) Equity Shares of '' 5 each for every 1 (One) Equity Share of '' 10 each held in Kamdhenu Limited.

- The Board of Directors in their meeting held on 10^th March, 2023 and Shareholders of the Company in their Extra-Ordinary General meeting held on 6^th April, 2023, approved the increase in Authorized Share Capital of the Company from the present '' 19,55,00,000 (Rupees Nineteen Crore Fifty Five Lakhs Only) to '' 24,55,00,000 (Rupees Twenty Four Crore and Fifty Five Lakhs Only) which comprises of '' 20,05,00,000/- (Rupees Twenty Crore and Five Lakhs) Equity Share Capital divided into 4,01,00,000 (Four Crore and One Lakh) Equity Shares of Face Value of '' 5/- (Rupees Five Only) each and '' 4,50,00,000 (Rupees Four Crore and Fifty Lakhs Only) divided into 45,00,000 (Forty Five Lakhs) Preference Share of Face Value of '' 10/-(Rupees Ten Only) each.

- The Board of Directors in their meeting held on 10^th March, 2023 and Shareholders of the Company in their Extra-Ordinary General meeting held on 6^th April, 2023, approved to create, offer, issue and allot on preferential basis up to maximum of 45,00,000 (Forty Five Lakhs Only) equity shares of the Company of the face value of '' 5/- (Rupees Five Only) each ("Equity Shares”) at an price of '' 145/- (Rupees One Hundred Forty Five Only), which includes a premium of '' 140/-(Rupees One Hundred and Forty Only) per equity share on such other terms and conditions to the Qualified Institutional Buyers on preferential basis. Further, the Board of Directors on 25^th April, 2023, approved the allotment of the said equity shares to the Qualified Institutional Buyers.

During the year under review, your Company has not issued any warrants, debentures, bonds, or any other convertible or non-convertible securities, any shares with differential voting rights, any stock options or sweat equity. The Company has not reduced its share capital and no shares have been bought back.

Further, pursuant to the approval of the members of the Company granted in their Extra-Ordinary General Meeting held on 6^th April, 2023, the Authorized Share Capital of the Company has been increased to '' 24,55,00,000/- (Rupees Twenty Four Crore Fifty Five Lakhs) which comprises of 4,01,00,000 (Four Crore One Lakh) Equity Shares of '' 5 each and '' 45,00,000 Preference Shares of '' 10 each and the Company has issued and allotted 45,00,000 Equity Shares of '' 5 each at an issue price of '' 145 which includes premium of '' 140 to Qualified Institutional Buyers on Preferential Basis in terms of the Chapter V of SEBI (Issue of Capital and Disclosure Requirement) Regulations, 2018.

8. PUBLIC DEPOSITS

There were no outstanding deposits within the meaning of Sections 73 and 74 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014, as amended, at the end of financial year 2022-23. Your Company did not invite/ accept any deposits during the financial year 2022-23.

9. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of the loans given, guarantees extended or securities provided and the investments made by the Company, if any, in various bodies corporate in terms of the provisions of Section 186 of the Companies Act, 2013 and the rules framed thereunder have been adequately described in the notes to Financial Statements. The same are in consonance the provisions of the aforesaid section.

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL

In order to create and propagate a greater level of stakeholder value, your Company seeks to have effectively functioning diversified Board where the knowledge, wisdom and strength of the Board from different areas and industries could be percolated towards all the levels of the Management of the Company, so as to create an environment full of growth and to adhere the Corporate Governance in spirit. During the period under review, there has been significant changes in the Board of your Company with a much experienced Board of Directors.

During the period under review, following changes took place in the Directors and Key Managerial Personnel of the Company:

1. The Board of Directors of your Company, pursuant to the applicable provisions of Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2018, and subject to the approval of shareholders of the Company, in their meeting held on 18^th July, 2022 had approved:

(a) Appointment of Shri Ramesh Chand Surana (DIN: 00089854) as an Additional Director in the category of Non-executive Independent Director of the Company for a period of 5 (Five) years from 18^th July, 2022 to 17^th July, 2027.

(b) Appointment of Shri Madhusudan Agarwal (DIN: 00338537) as an Additional Director in the category of Non-executive Independent Director of the Company for a period of 5 (Five) years from 18^th July, 2022 to 17^th July, 2027.

(c) Appointment of Smt. Nishal Jain (DIN: 06934656) as an Additional Director in the category on Non-executive Independent Woman Director for a period of 5 (Five) years from 18^th July, 2022 to 17^th July, 2027.

Further, the Shareholders of the Company in their Extra - Ordinary General Meeting held on 18^th July, 2022, approved the appointments of Shri Ramesh Chand Surana, Shri Madhusudan Agarwal and Smt Nishal Jain as Independent Directors of the Company for a period of 5 (Five) years from 18^th July, 2022 to 17^th July, 2027.

2. On the recommendation of the Board, Shri Saurabh Agarwal (DIN: 00005970) was appointed as Managing Director of the Company, liable to retire by rotation, for a period of 3 (Three) years with effect from 1^st June, 2022 to 31^st May, 2025. Further the said appointment was approved by the Shareholders of the Company at the 3^rd Annual General Meeting held on 15^th July, 2022.

3. Re-designation of Shri Sunil Kumar Agarwal, Director of the Company as the Non-Executive Chairman of the Board and the Company with effect from 1^st June, 2022.

4. In accordance with provisions of Section 152 of the Act read with the rules made thereunder and the Articles of Association of the Company, Shri Sunil Kumar Agarwal (DIN: 00005973), is liable to retire

by rotation at the 4^th Annual General Meeting of the Company and being eligible, has offered himself for re-appointment. The Board recommends for his re-appointment in the ensuing AGM of the Company, based on the recommendation of Nomination and Remuneration Committee. The detailed profile along with the other details as mandated by the SEBI Listing Regulations for Shri Sunil Kumar Agarwal seeking appointment are given in the explanatory statement accompanying notice to the AGM and additionally in the Corporate Governance Report forming part of this Annual Report.

5. Pursuant to the provisions of Section 203 of Companies Act, 2013 read with applicable rules made thereunder appointment of Shri Nitin Misra, as Company Secretary & Compliance Officer and Shri Vineet Kumar Agarwal as Chief Financial Officer of the Company, in the category of Key Managerial Personnel of the Company was approved by the Board of Directors on 18^th July, 2022 and 9^th September, 2022, respectively. Further, except as stated above there is no other change in the composition of Key Managerial Personnel of the Company

All the Independent Directors have given their declaration confirming that they meet the criteria of independence as prescribed Regulation 16(1)(b) and 25(8) of SEBI Listing Regulations and Section 149(6) of the Companies Act, 2013 read with Rule 6 of Companies (Appointment and Qualification of Directors) Rules, 2014 and the same has been noted by the Board of Directors

Further in compliance with the Circulars dated 20^th June, 2018 issued by National Stock Exchange of India Limited and BSE Limited, the Company has also received a declaration from all the directors that they are not debarred from holding the office of Director by virtue of any SEBI order or by any other such statutory authority.

Presently, in terms of the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company are Shri Saurabh Agarwal, Managing Director, Shri Vineet Kumar Agarwal, Chief Financial Officer and Shri Nitin Misra, Company Secretary and Compliance Officer of the Company.

11. COMPANY''S POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS

In view of the Scheme of Arrangement, the Company got listed with National Stock Exchange of India Limited (NSE) and BSE Limited (BSE). Therefore as per listing requirements, the Company needs to comply with the Corporate Governance requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and in pursuance of which the Board of your Company, in terms of Section 178 of Companies Act, 2013 and Regulation 19 of SEBI (Listing Obligation & Disclosures Requirements) Regulations, 2015, as amended, has constituted the Nomination and Remuneration Committee in its meeting held on 18^th July, 2022.

In accordance with the applicable provisions of Companies Act, 2013 and SEBI (Listing Obligation & Disclosures Requirements) Regulations, 2015 and based on the recommendations of the Nomination and Remuneration Committee (NRC), the Board has approved the Nomination & Remuneration Policy for Directors, Key Managerial Personnel (''KMPs'') and Senior Management Personnel of the Company.

The Nomination & Remuneration policy is aimed to cultivate a culture that is sufficient enough to attract, retain and motivate Directors, Key Managerial Personnel and Senior Management Personnel of the quality required to efficiently manage the Company successfully and also to ensure that the relationship between remuneration and performance is clear and meets appropriate performance benchmarks. The Company''s Policy for the appointment of Directors, KMPs and Senior Managerial Personnel and their Remuneration policy can be accessed on the Company''s website at the web-link https://kamdhenupaints. com/images/policies/KVL_Nomination%20and%20 Remuneration%20Policy.pdf.

Furthermore, if a person is sought to be appointed as an independent director, the policy seeks to ensure that the proposed appointee fulfills the criteria for independence as laid down under the Act and the SEBI Listing Regulations.

Remuneration for directors including Independent Directors, KMPs and Senior Management Personnel, was drawn up in consonance with the tenets as laid down in the Nomination & Remuneration Policy, which seeks to ensure that it is commensurate with the nature and size of the business and operations of the Company. The concerned individuals are remunerated (including sittings fees) in a manner, depending upon the nature, quantum, importance and intricacies of the responsibilities and functions being discharged and also the standards prevailing in the industry and those chosen for such offices are people with the best of knowledge of talent and rich in experience.

12. MEETINGS OF THE BOARD OF DIRECTORS.

During the year under review, 13 (Thirteen) meetings of the Board of Directors of the Company were held. The details as to Composition of the Board, committees, and the dates of meetings and the attendance thereat of various directors of the Company, have been provided separately in the Corporate Governance Report, forming the part of this Annual Report. Additionally, a meeting of the Independent Directors of the Company was held on 15^th March, 2023, with the participation of all Independent Directors of the Company at the meeting.

13. CORPORATE GOVERNANCE

The Company is committed towards robust corporate governance practices wherein compliance of various laws in letter as well as in spirit are the utmost priorities of the Management. The management of your Company is sure that the ethical values and the legacy of wisdom that they have created and percolated since years of experience at Kamdhenu Group would prove to be a benchmark for the Good Corporate Governance at Kamdhenu Ventures Limited.

Pursuant to the Regulation 34 of SEBI (Listing Obligation and Disclosures Requirements) Regulations, 2015 read with Schedule V thereto, a detailed report on Corporate Governance is included in this Annual Report. Further, requisite certificate from M/s. Chandrasekaran Associates, Practicing Company Secretaries certifying the Company''s compliance with the requirements of Regulations as set out in the SEBI Listing Regulations, is attached to the report on Corporate Governance.

14. MANAGEMENT DISCUSSION & ANALYSIS

In terms of the provisions of Regulation 34(2)(e) of the SEBI Listing Regulations, the Management''s Discussion and Analysis Report covering the performance and outlook of the Company is presented in a separate section forming part of this Report.

15. DETAILS OF ESTABLISHMENT OF THE VIGIL MECHANISM / WHISTLE BLOWER POLICY

In line with the requirements under Section 177(9) & (10) of the Act and Regulation 22 of the SEBI Listing Regulations, the Company has in place a Vigil Mechanism and formulated a Whistle Blower Policy in order to provide, a formal channel to all its Directors, employees and other stakeholders including customers, to approach the Chairman of the Audit Committee and a path for making protected disclosures about the unethical behaviour, actual or suspected fraud or violation of the Company''s Code of Conduct. Your Company hereby affirms that no person is denied access to the Chairman of the Audit Committee.

The Whistle-blower Policy and Company''s Code of Conduct encourage to promptly report any actual or possible violation of any event that he or she becomes aware of, that could affect the business or reputation of the Company. The Company confirms that no complaint has been received through the said mechanism which pertains to the nature of complaints sought to be addressed through this platform.

The Whistle Blower Policy is available on the website of the Company www.kamdhenupaints.com at:https:// www.kamdhenupaints.com/images/policies/KVL_ Whistle%20Blower%20Policy%20and%20Vigil%20 Mechanism.pdf

16. RISK MANAGEMENT POLICY

Pursuant to the Regulation 21 of the SEBI Listing Regulations, as amended upto date, the Board of Directors of the Company at their meeting held on 18^th July, 2022 has constituted a Risk Management Committee, inter-alia to frame, implement, monitor the Risk Management Policy in the Company and to monitor and evaluate risks, identify the risk areas in the operations along with severity of the risks and prepare the mitigation plan. The Company has put in place an effective Risk Management Framework that comprise of mainly three components: Risk Governance, Risk identification and Risk Assessment and Control.

The Risk Management Policy also covers a framework for identification of internal and external risks, risk mitigation measures, business continuity plan, ensure that appropriate methods are in place to monitor and evaluate risks, the risks which the employees of the Company may get exposed to, the risks arising out

of non -compliance if any, with the provisions of and requirements laid down under various applicable statutes, etc.

The policy has been uploaded on the website of the Company and can be accessed at the web link https:// kamdhenupaints.com/images/policies/KVL_Risk%20 Management%20Policy.pdf.

17. INTERNALFINANCIALCONTROLSSYSTEMS&THEIR ADEQUACY

Your Directors have an overall responsibility to ensure that the Company has implemented a well embedded framework of internal financial controls. The Company''s internal financial control systems are commensurate with its size, scale, complexity of its operations and nature of its operations and such internal financial controls are adequate and are operating effectively. It ensures compliance with all applicable laws and regulations and facilitates optimum utilization of available resources and protects the interests of all stakeholders.

The Company''s Internal Control framework also includes entity-level policies, processes controls, IT general controls and Standard Operating Procedures (SOPs). The entity-level policies include code of conduct, COC for Senior Management Personnels, whistle blower policy and other policies such as code on fair disclosure of UPSI, COC to Regulate, Monitor and Report Trading by Designated Persons, Human Resource policy. The internal control framework has been designed to provide reasonable assurance with respect to recording and providing reliable financial and operational information, complying with applicable laws, safeguarding assets from unauthorized use, executing transactions with proper authorization and ensuring compliance with corporate policies and prevention and detection of frauds and errors.These internal controls are, on yearly basis, reviewed by Auditors and the Audit Committee of the Company.

M/s DMRN & Associates, Chartered Accountants have been entrusted with the responsibility of undertaking Internal Audit of the Company for the financial year 2022-23. The Internal Audit Reports as prepared by M/s DMRN Associates are placed, discussed and deliberated upon every quarter by the Audit Committee and the Board of Directors. The Internal Auditors have a direct access and reports directly to the Audit Committee of the Company.

18. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BYTHEREGULATORS/COURTS/TRIBUNALS

During the year under review, Hon''ble National Company Law Tribunal, Chandigarh Bench, vide its order dated 3^rd June, 2022 approved the Scheme of Arrangement and pursuant to the approval, the Paint Business of Kamdhenu Limited was demerged into Kamdhenu Colour and Coatings Limited, a wholly owned subsidiary of your Company.

Pursuant to the sanctioning of the Scheme of Arrangement the demerged undertaking i.e paint business of Kamdhenu Limited was vested and transferred to Kamdhenu Colour and Coating Limited (A Wholly Owned Subsidiary of Kamdhenu Ventures Limited) and in consideration of the said demerger the Equity Shares of Kamdhenu Ventures Limited were issued and allotted to the shareholders of Kamdhenu Limited on mirror shareholding basis.

Apart from the aforesaid, during the year under review, no significant and material orders have been passed by the regulators or courts or tribunals impacting the going concern status and Company''s operations in the future.

19. ANNUAL RETURN

In Compliance with the provision of Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, the Copy of Annual Return in Form MGT-7 as on 31^st March, 2023, is placed on the website of the Company at https://www.kamdhenupaints.com/annual-return.

20. DECLARATION BY INDEPENDENT DIRECTORS

The Company has also received declarations from the Independent Directors to the effect that:

(a) they fulfill the criteria for independence as laid down under Section 149(6) of the Act and the rules framed thereunder, read with Regulation 16(1)(b) of the SEBI Listing Regulations, as amended upto date ("Listing Regulations”);

(b) that they have got themselves registered in the data bank for Independent Directors being maintained by the Indian Institute of Corporate Affairs (IICA), of the Ministry of Corporate Affairs, Government of India and their names are included in the data bank maintained by IICA;

(c) they are not aware of any circumstance or situation, existing or anticipated, which may impact or impair their ability to discharge duties;

(d) that they have complied with the Code for Independent Director prescribed in Schedule IV to the Act which forms a part of the Company''s Code of Conduct for Directors and Senior Management Personnel, to which as well, they affirm their compliance.

The Board of Directors of your Company are fully satisfied with the integrity, expertise and experience (including the proficiency) of all the Independent Directors appointed on the Board during the year under review.

Based on the declarations received, none of the Independent Directors served as an Independent Director in more than seven listed entities as on 31^st March, 2023 and the necessary disclosure providing details of Committee Chairmanship/ membership of the Independent Directors has also been obtained.

21. FAMILIARIZATION PROGRAMME FOR THE INDEPENDENT DIRECTORS

Your Company has designed a familiarization programme for its Independent Directors with an aim to provide insights into the working of the Company to enable the Independent Directors to understand its business in depth and contribute significantly. The familiarization programme are imparted annually to the Independent Directors to acclimatize them with the processes that have been adopted and changes in the modus operand, if any. Pursuant to Regulation 25(7) of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, the Company makes detailed presentations to the Independent Directors, on the Company''s operation and business plans, the nature of industry in which Company operates, and model of respective businesses, major risks involved and risk management strategy of the Company. The Company also organized visits to plant and other necessary locations, from time to time, to enable Independent Directors, to understand the business of the Company in a better way. Further, the Company also provides periodic insights and updates to the entire Board, including Independent Directors and other Non-

Executive Directors, regarding business, innovations, strategies adopted, human capital management etc.

The Independent Directors are made aware with their duties, role and responsibilities at the time of their appointment/reappointment through a formal letter of appointment which stipulates various terms and conditions of their engagement apart from clarifying their roles and responsibilities. The terms of appointment of Independent Directors are also placed on the website of the Company at https:// www.kamdhenupaints.com/images/policies/ KVL_Terms%20and%20Conditions%20for%20 appointment%20of%20Independent%20Directors.pdf. Further, in line with the policy of the Company as framed in this regard and in compliance with the requirements of the SEBI Listing Regulations, a familiarization programme for Independent Directors of the Company was conducted on 15^th March, 2023, wherein all the Independent Director have participated aptly. The details of familiarization program imparted to the Independent Directors are available on the website of the Company and can be viewed at the web link: https://www.kamdhenupaints.com/images/ policies/KVL_Familiariation%20Program%20for%20 Independent%20Directors.pdf.

22. PERFORMANCE EVALUATION OF THE BOARD OF DIRECTORS, ITS COMMIITTEE AND INDIVIDUAL DIRECTORS

Pursuant to the Provisions of Section 134,178 and Schedule IV of Companies Act, 2013 read with applicable rules and Regulation 17 and 25 of SEBI (Listing Obligation and Disclosures Requirements) Regulations, 2015, Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India and Guidance Note on Performance Evaluation by Institute of Company Secretaries of India, the Nomination and Remuneration Committee of the Company has devised a criteria for Performance Evaluation of the Board as a Whole, Individual Directors, Committees, Chairperson and Independent Directors.

In compliance with the requirement of the Companies Act, 2013 and the SEBI (Listing Obligation and Disclosures Requirements) Regulations, 2015, as amended from time to time, the Board of Directors on annual basis evaluates the functioning of the Board as a whole, its Committees, Chairman, individual Directors and the Independent Directors.

The Board as a whole and the committee thereof were being evaluated on various parameters including but not limited to their compositions, experience, qualifications, diversity, roles and responsibility of each and every directors towards Stakeholders, strategic participation, governance compliances, culture and dynamics and quality of relationship between Board Members and the Management.

The Individual Directors including the Chairman and Independent Directors are also evaluated on the basis of their qualifications, experience, knowledge and their competency and while evaluating the performance of each and every Director individually, the Board also give utmost check to their ability to work as team, commitment towards the functions assigned, contribution and availability at Board Meeting and other business matters etc.

In a separate meeting of the Independent Directors held on 15^th March, 2023, the performance of the Non-Independent Directors, the Board as a whole and Chairman of the Company were evaluated taking into account the views of Executive Directors and other Non-Executive Directors. Further, the Performance Evaluation as required was performed by the Board of Directors at their meeting held on 18^th May, 2023.

The review, concluded by affirming that the Board as a whole, the Committee(s), Chairman and the individual Director continued to display a commitment to good governance by ensuring a constant improvement of processes and procedures and contributed their best in the overall growth of the organization and the Independent Directors have outperformed on all the criteria of Independence and their participation from the strategic point of view was commended and appreciated by all.

23. STATUTORY AUDITORS AND THEIR REPORT

M/s B S D & Co. Chartered Accountants, Statutory Auditor of the Company due to their pre-occupations in other assignment, has vide their letter dated 14^th June, 2022 tendered their resignation and thereafter pursuant to the provisions of Section 139(8), 142 the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, M/s M.C. Bhandari & Co., Chartered Accountants (Registration no.: 303002E), was appointed as the Statutory Auditors of the Company, by the Board of Directors in their meeting

held on 6^th July, 2022, to hold office till the conclusion of 3^rd Annual general Meeting of the Company, to fill the casual vacancy caused due to the resignation of M/s B S D & Co, Chartered Accountants, (ICAI Firm Registration No. 000312S).

Further, upon the recommendation of the Audit Committee and the Board of Directors, M/s M.C. Bhandari & Co., Chartered Accountants (Registration no.: 303002E), was appointed as the Statutory Auditors of the Company by the Shareholders of the Company at their 3^rd Annual General Meeting held on 15^th July, 2022, for a period of 5 consecutive years, so as to hold office as such from the conclusion of the 3^rd Annual General Meeting till the conclusion of the 8^th Annual General Meeting, as the Auditors of the Company.

The report of the M/s M.C. Bhandari & Co., Chartered Accountants (Registration no.: 303002E), Statutory Auditors on Standalone and Consolidated Financial Statements for the financial year 2022-23 forms part of the Annual Report which are self-explanatory and do not call for any further comment and the said report does not contain any qualification, reservation, disclaimer or adverse remark and they have not reported any incident of fraud pursuant to the provision of Section 143(12) of the Act, accordingly, no such details are required to be reported under Section 134(3)(ca) of the Act.

24. SECRETARIAL AUDITORS AND THEIR REPORT

The Board of Directors of the Company had appointed M/s Chandrasekaran Associates, Company Secretaries as the Secretarial Auditors of the Company to undertake its Secretarial Audit for the financial year ended 31^st March, 2023 as per the provisions of Section 204 of the Companies Act, 2013 read with rules made thereunder. Further, pursuant to Regulation 24A of SEBI Listing Regulations, Secretarial Audit of Kamdhenu Colour and Coatings Limited, material subsidiary of the Company, have also been undertaken.

The Secretarial Audit Report alongwith Secretarial Compliance Report of the Company and of Kamdhenu Colour and Coatings Limited for the financial year ended 31^st March, 2023 is annexed to this Annual Report as Annexure-A and does not contain any qualification, reservation, disclaimer or adverse remarks.

Also pursuant to the provisions of Regulation 24A of the SEBI Listing Regulations read with SEBI Circulars issued in this regard, the Annual Secretarial Compliance

Report duly signed by M/s Chandrasekaran Associates, Company Secretaries, has also been submitted to the Stock Exchanges within 60 days of the end of the financial year and also forms a part of the Annual Report .

25. COST AUDITORS AND THEIR REPORT

Maintenance of Cost Records and the requirement of the Audit of the Cost Statements as mandated in Section 148 of Companies Act, 2013 is not applicable on the business activities carried out by the Company.

26. COMMITTEES OF THE BOARD OF DIRECTORS

As on date of report, the Board of Directors has constituted 5 (Five) committees, namely,

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders Relationship Committee

• Risk Management Committee

• Management Committee

Details of composition, the number of meetings held and attendance of various members at such meetings for the Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee and Risk Management Committee are provided in the Corporate Governance Report, which forms part of this Report.

27. AUDIT COMMITTEE

The Board of Directors of your Company has constituted the Audit Committee on the 18^th July, 2022 and the terms of reference of the Audit Committee are in line with the regulatory requirements as provided in the Companies Act, 2013 and as provided in the SEBI Listing Regulations.

As at 31^st March, 2023 the Audit Committee comprised of four members out of which three are Independent Directors and one is Executive Director. Shri Madhusudan Agarwal, Independent Director is the Chairman of the Committee and Shri Ramesh Chand Surana, Smt. Nishal Jain, Independent Directors and Shri Saurabh Agarwal, Managing Director are the other members of the Committee. A detailed description of the Audit Committee and its scope of responsibility and powers and the number of Audit Committee meetings held during the year under review, is set out in the

Corporate Governance Report, which forms a part of this Report.

Further all the recommendations made by the Audit Committee were accepted by the Board.

28. CORPORATE SOCIAL RESPONSIBILITY

During the year under review, the provisions of Section 135 of the Companies Act, 2013 were not applicable to the Company. Thus requirements for Annual report on CSR activities is not applicable to the Company for the year 2022-23.

However it would be pertinent to mention here that position of Kamdhenu Group in today''s date is the result of assimilation of love, affection, liking and acceptance received from society. We Kamdhenu Ventures Limited take it to be our responsibility to reciprocate this warmth by bringing about positive changes in the society. Although the requirements as provided by law are not applicable on the Company for the year under review but we endeavor to serve the society being a part of the Kamdhenu Group.

29. COMPLIANCEWITHTHESECRETARIALSTANDARDS

During the year under review, the Company has complied with all applicable Secretarial Standards on meetings of the Board of Directors (''SS-1'') and the Secretarial Standard on General Meetings (''SS-2''), as stipulated by the Institute of Company Secretaries of India and notified by Ministry of Corporate Affairs.

30. LISTING WITH STOCK EXCHANGES

The shares of the Company are listed on BSE Limited and National Stock Exchange Limited. The Annual Listing fee payable to the said stock exchanges, has been duly paid. The Shares of the Company have got listed on both the Stock exchanges as aforesaid on the 24^th of January, 2023.

31. INFORMATION REGARDING CONSERVATION OF ENERGY,TECHNOLOGYABSORPTIONANDFOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo as stipulated under Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules 2014 is annexed as Annexure-B and forms part of this Report.

32. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURE

The Statement containing the particulars of employees as required under section 197(12) of the Companies Act,

2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,

2014 and other applicable rules (if any), is provided in Annexure - C forming part of this report.

33. PARTICULARSOFCONTRACTSORARRANGEMENTS WITH RELATED PARTIES

In due compliance with the requirements of the Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, read with Section 188 of the Companies Act, 2013 and the Rule 6A and Rule 15 of the Companies (Meetings of Board and its Powers) Rules, 2014, as amended upto date, Board of Directors in their meeting held on 18^th July, 2022, approved a policy on the Related Party Transaction including material transactions, which is to be followed in letter and spirit. The policy is available on the website of the Company at the web link: https://kamdhenupaints.com/images/ policies/KVL_Policy%20on%20Related%20Party%20 Transactions.pdf.

During the year under review, all the related party transactions entered into by the Company were made with the prior approval of the Audit Committee. All such transactions were at an arms -length basis and in the ordinary course of business of the Company and pursuant to Omnibus approval so granted by Audit Committee and Board in its respective meetings and details of such transactions have been adequately described in the Note No. 23 to the financial statements of the Company for the financial year 2022-23, which forms a part of the Annual Report.

The details of the transactions with the related parties are provided in the accompanying financial statements. The Company has not entered into any material related party transaction and all transaction entered into by the Company with related party were at arm''s length price in terms of the provision of Section 188 of the Companies Act, 2013 during the period under review. Accordingly, there were no transactions which required to be reported in Form AOC-2 annexed as Annexure-D as per the Section 134(3)(h) read with Section 188(2) of the Companies Act, 2013.

34. SUBSIDIARY, JOINT VENTURES OR ASSOCIATE COMPANIES

As on 31^st March, 2023, the Company has 1 subsidiary Company namely Kamdhenu Colour and Coatings Limited. During the year under review, the Company have not entered into any Joint Venture Agreement and thus the Company does not have any Joint venture or associate company as on 31^st March, 2023.

In accordance with Section 129(3) of the Act and Indian Accounting Standard (IND AS)-110 on Consolidated Financial Reporting, the Company has prepared its Consolidated Financial Statements along with its subsidiary, in the same form and manner, as that of the Company, which shall be laid before the shareholders at ensuing 4^th Annual General Meeting along with its Standalone Financial Statement. The Consolidated Financial Statements of the Company along with its subsidiary, for the year ended 31^st March, 2023, forms part of this Annual Report.

The Audit Committee reviews the unaudited/ audited financial statements of subsidiary company on quarterly basis. Further, the committee periodically reviews the performance of subsidiary company. The minutes of the board meetings of the Kamdhenu Colour and Coatings Limited along with significant transactions and arrangements, if any, entered into by the Company are placed before the board on a quarterly basis. The board is periodically apprised of the performance of subsidiary company, including material developments, if any.

For the performance and financial position of Subsidiary Company, included in its Consolidated Financial Statements, the Members are requested to refer to Note No. 46 of the Notes to the Accounts, of Consolidated Financial Statements of the Company and statement pursuant to first proviso to subsection (3) of section 129 of the Companies Act 2013, read with rule 5 of Companies (Accounts) Rules, 2014 relating to Statement containing salient features of the financial statements of subsidiary has been attached as Annexure-E to this report and forms part of the financial statements in the prescribed Form AOC - 1. Further pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited accounts in respect of subsidiaries, are also available on the website of the Company at https://kamdhenupaints.com/subsidiary-financials.

35. HUMAN RESOURCES MANAGEMENT

The relations amongst the management, employees and the workers of the Company remained cordial and the management of your Company considers its human resource strength as the most pivotal for the growth of the Company. The Company''s human resource s