Kamdhenu Ventures Ltd.-இன் இயக்குநர் அறிக்கை

Mar 31, 2025

Your Directors are delighted to present the Sixth (6^th) Annual Report of Kamdhenu Ventures Limited (''your Company/the
Company''), inclusive of the audited Standalone & Consolidated Financial Statements and the Auditor’s Reports thereon for the
financial year ended 31^st March, 2025. (''year under review'').

1. FINANCIAL HIGHLIGHTS

The financial highlights of your Company for the financial year ended 31^st March, 2025, in comparison to the previous
financial year ended on 31^st March, 2024, on both Standalone and Consolidated basis are as under:

('' in lakhs’

Particulars	Standalone		Consolidated
	FY 2024-25	FY 2023-24	FY 2024-25	FY 2023-24
Gross Revenue from Operations	0	0	26610.48	29170.90
Total Expenses	63.50	69.38	25745.04	27667.37
Profit before Exceptional Items and Tax	(53.24)	(31.67)	920.95	1592.71
Total Tax Expenses	(0.25)	0	254.80	207.22
Profit/(Loss) for the Year	(52.99)	(31.67)	666.15	1385.49

As per Regulation 33 of the Securities and
Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015
("Listing Regulations") and applicable provisions of
the Companies Act, 2013 ("the Act") read with the
Rules issued thereunder, the Consolidated Financial
Statements of the Company for the financial year
2024-25, have been prepared in compliance with
applicable Accounting Standards and on the basis of
Audited Financial Statements of the Company and its
subsidiary company, as approved by the respective
Board of Directors. The Consolidated Financial
Statements together with the Auditors'' Report forms
part of this Annual Report. The Audited Standalone and
Consolidated Financial Statements for the financial
year 2024-25 will be laid before the Annual General
Meeting for approval of the Members of the Company.

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

Our paint business, operated through our wholly
owned subsidiary Kamdhenu Colour and Coatings
Limited and the Consolidated Financial Statements of
Kamdhenu Colour and Coatings Limited, a subsidiary
of Kamdhenu Ventures Limited, are included as an
integral part of the Annual Report. These statements
offer a comprehensive view of the financial
performance and position of the subsidiary, presenting
a consolidated picture of both companies'' operations
and results. This inclusion ensures transparency and

provides stakeholders with insights into the overall
financial health and performance
During the year under review:

• On a consolidated basis, the revenue of your
Company, for the financial year 2024-25 stood
at ''26,610.48 Lakhs and the Company generated
net profit of ''666.15 Lakhs.

• On Standalone basis, the revenue of the Company
for the financial year 2024-25 was NIL and the
Company booked a loss of ''52.99 Lakhs for the
financial year 2024-25.

• The Net worth of your Company as on
31 ^st March, 2025, on the standalone basis stood
at ''15,523.25 Lakhs and on the consolidated
basis the Net worth of your Company stood at
''16,581.79 Lakhs.

3. OVERVIEW OF THE PAINT INDUSTRY AND COMPANY
PERFORMANCE

The Indian paints industry, valued at ''1,110 billion in
the previous financial year 2023-24, is positioned for
substantial growth, projected to reach ''2,640 billion
by financial year 2032-33. Factors driving this growth
include rising urbanization, improved disposable
incomes, and government initiatives like the Pradhan
Mantri Awas Yojana and Smart Cities Mission,
which bolster housing demand and infrastructure
development.

Growth in the decorative paints segment is further
supported by a consumer shift towards water-
based and premium paints, rising per capita paint
consumption, and government schemes like ''Housing
for All,’ which is expected to drive demand across
urban and rural areas.

Company Performance

The management of your Company remains highly
attuned to the dynamic market environment, especially
in light of the increasing per capita paint consumption
across the country. In response, we are pursuing a
clearly defined strategy focused on:

• Product Innovation

• Brand Differentiation

• Market Segmentation

• Sustainability Initiatives

• Digital Transformation

• Customer Education and Engagement

• Strategic Partnerships and Collaborations

• Service Excellence

Our paint business, operated through our wholly
owned subsidiary Kamdhenu Colour and Coatings
Limited, continued on its steady growth trajectory
during the financial year. While the revenue remained
at a level comparable to the previous financial year,
the business demonstrated operational strength and
strategic consistency, achieving key milestones and
reinforcing its market presence.

The year also highlighted our commitment to prudent
financial management, which ensured sustained
profitability and stability despite market fluctuations.
Our focus on operational efficiency, brand value, and
customer engagement has further strengthened our
foundation.

Looking ahead, we remain dedicated to driving
innovation, enhancing service excellence, and
leveraging digital transformation to expand our
footprint and establish ourselves as a formidable
player in the Indian paints market.

4. DIVIDEND

The Board of Directors of the Company have not
recommended any dividend for the financial year
2024-25.

In accordance with Regulation 43A of the Listing
Regulations, the Company has formulated a ''Dividend
Distribution Policy’ and the same has been uploaded
on the Company’s website at: https://kamdhenupaints.
com/images/policies/KVI 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. The
details of Reserves are given in Financial Statements.

6. MAJOR EVENTS/MATERIAL CHANGES OCCURRED
DURING THE YEAR AND TILL THE DATE OF THIS
REPORT

During the financial year 2024-25, there were no
material changes and commitments affecting the
financial position of the Company.

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 during
the financial year 2024-25, to which this financial
statements relate and till the date of this Report.

7. SHARE CAPITAL

During the year under review, the Board of Directors in
their meeting held on 3^rd April, 2024 and subsequently,
Shareholders of the Company had approved, by way
of Postal Ballot, the sub-division/ split of the existing
equity shares of the Company, such that 1 (One) Equity
Share having face value of ''5/- (Rupees Five only)
each fully paid up, be sub-divided/split into 5 (Five)
Equity Shares having face value of ''1/- (Rupee One
only) each fully paid-up.

As at 31^st March, 2025, the Authorized Share Capital
of the Company stood at ''36,50,00,000/- (Rupees
Thirty-Six Crores Fifty Lakhs Only) which comprises
of ''32,00,00,000/- (Rupees Thirty Two Crores Only)
Equity Share Capital divided into 32,00,00,000 (Thirty
Two Crores) Equity Shares of Face Value of ''1/-
(Rupee One Only) each and ''4,50,00,000 (Rupees Four
Crores and Fifty Lakhs Only) Preference Share Capital
divided into 45,00,000 (Forty Five Lakhs) Preference
Shares of ''10 each and the Paid up Share Capital of
your Company stood at ''31,43,55,000 (Rupees Thirty

One Crores Forty Three Lakhs Fifty Five Thousand
only) divided into 31,43,55,000 (Thirty One Crores Forty
Three Lakhs Fifty Five Thousand only) Equity Shares
of ''1/- each. Also, the Company has not issued any
shares with differential voting rights nor granted any
stock options or sweat equity.

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 the financial year 2024-25.
Your Company did not invite/ accept any deposits
during the financial year 2024-25.

9. PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS

The Company has not given any loans, guarantee or
provided any security or make investment as specified
under Section 186 of the Act during the review period.

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL

To enhance stakeholder value and drive sustainable
growth, Kamdhenu Ventures Limited is committed to
building a dynamic and diversified Board. By bringing
together expertise from various sectors, we aim to
infuse fresh perspectives and strategic insight into our
governance and operations.

This diversity strengthens decision-making, fosters
innovation, and reinforces our commitment to
transparency, accountability, and ethical conduct.
Through effective collaboration, our Board is well-
positioned to seize emerging opportunities, address
challenges, and steer the Company towards long-term
value creation.

Together, we strive to cultivate a culture of continuous
learning, innovation, and excellence-establishing
Kamdhenu Ventures Limited as a forward-looking
industry leader.

Further, during the period under review, there is no
change in the composition of Board of Directors of the
Company.

In accordance with the provisions of Section 152 of
the Companies Act, 2013 and Articles of Association
of the Company, Shri Sachin Agarwal (DIN: 01188710)
would be retiring as a director by rotation and being

eligible for re-appointment, has offered himself for
re-appointment. On the recommendation of the
Nomination and Remuneration Committee, the Board
of Directors recommend his re-appointment for
consideration by the shareholders of the Company at
the ensuing AGM.

All the Independent Directors have given their
declaration confirming that they meet the criteria
of independence as prescribed under Regulation
16(1)(b) and 25(8) of 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 and in the opinion of
the Board of the Company, all Independent Directors
of the Company have integrity, expertise, experience
and proficiency as prescribed under the Companies
(Appointment and Disqualification of Directors) Rules,
2014 read with the Companies (Accounts) Rules, 2014
(including amendment thereof).

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.

Further, the Board of Directors of the Company at its
meeting held on 28^th February, 2025 has appointed
Shri Nikhil Sukhija as a Company Secretary and
Compliance Officer with immediate effect, in place of
Shri Nitin Misra, Company Secretary and Compliance
Officer who has resigned w.e.f closure of working
hours on 30^th November, 2024.

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 Nikhil Sukhija, Company Secretary and
Compliance Officer of the Company.

11. DIRECTORS'' RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5)
of the Act, the Board of Directors, to the best of their
knowledge and belief, confirms that:

a) In the preparation of the annual accounts, the
applicable accounting standards had been
followed along with proper explanation relating to
material departures;

b) They have selected such accounting policies and
applied them consistently and made judgments
and estimates that are reasonable and prudent
so as to give a true and fair view of the state of
affairs of the Company at the end of the financial
year and of the profit and loss of the Company for
that period;

c) they have taken proper and sufficient care for the
maintenance of adequate accounting records in
accordance with the provisions of this Act for
safeguarding the assets of the Company and
for preventing and detecting fraud and other
irregularities;

d) They have prepared the annual accounts on a
going concern basis;

e) They have laid down internal financial controls
to be followed by the Company and that such
internal financial controls are adequate and
operating effectively.

f) They have devised proper systems to ensure
compliance with the provisions of all applicable
laws and that such systems were adequate and
operating effectively.

Based on the framework of internal financial controls
and compliance systems established and maintained
by the Company, the work performed by the internal,
statutory and secretarial auditors and the reviews
from management and the audit committee, the Board
is of the opinion that the Company’s internal financial
controls were adequate and were operating effectively
during the financial year 2024-25.

12. NOMINATION AND REMUNERATION POLICY

The Company’s Nomination and Remuneration
Policy outlines the roles and responsibilities of the
Nomination and Remuneration Committee, which
includes the following key functions:

1. Board Composition: Formulate criteria for Board
membership, ensuring an appropriate balance of
Executive and Non-Executive Directors.

2. Compensation Oversight: Approve and
recommend remuneration policies and packages
for Directors and Senior Management.

3. Remuneration Structure: Define the overall
structure and components of compensation in
line with market practices and company goals.

4. Performance Evaluation: Establish a robust
process for the evaluation of the performance
of the Board, its Committees, and individual
Directors.

The policy is designed to foster a performance-driven
culture that attracts, retains, and motivates Directors,
Key Managerial Personnel, and Senior Management
with the capabilities required to lead the Company
effectively. It emphasizes a clear and transparent link
between remuneration and performance, aligned with
defined performance indicators.

By adhering to these principles, the policy aims to
build a high-performance organization where merit
is recognized and rewarded, contributing to the long¬
term success of the Company and the creation of
sustainable shareholder value.

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%20Remuneration%20Policy.pdf
and also enclosed as Annexure-A to this report.
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
Listing Regulations.

13. REMUNERATION OF DIRECTORS, KEY MANAGERIAL
PERSONNEL AND SENIOR MANAGEMENT

The remuneration paid to the Directors, Key
Managerial Personnel and Senior Management is in
accordance with the Nomination and Remuneration
Policy formulated in accordance with Section 178 of
the Act and Regulation 19 read with Schedule II of the
Listing Regulations. Details on the same are given in
the Directors Report.

Pursuant to the provisions of Section 178(1) of the Act
and Regulation 19(4) read with Part D of Schedule II
Listing Regulations, 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
including criteria for determining qualifications, positive
attributes, independence of a Director and other matters
provided u/s 178(3) of the Act.

The 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.

14. MEETINGS OF THE BOARD OF DIRECTORS.

During the year under review, Six (6) 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/members of the Committee, have
been provided separately in the Corporate Governance
Report, forming the part of this Annual Report.

The intervening gap between the two Meetings was
within the time limit prescribed under Section 173
of the Act read with Regulation 17 (2) of the Listing
Regulations.

Additionally, a meeting of the Independent Directors
of the Company was held on 19^th March, 2025,
with the participation of all Independent Directors
of the Company at the meeting and without the
attendance of non-independent directors. However,
upon the invitation of the Independent Directors, the
Company Secretary & Compliance Officer was present
throughout the meeting as an Invitee.

15. DETAILS OF BOARD COMMITTEES

As on date of report, the Board of Directors has
following committees, namely,

1. Statutory Committees

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders Relationship Committee

• Risk Management Committee

The composition of these Committees, along
with details regarding the number of meetings
held and the attendance of members, is provided
in the Corporate Governance Report, which forms
an integral part of this Annual Report.

2. Internal Committee

• Management Committee - no Committee
meetings held during the year under review.

16. AUDIT COMMITTEE

In terms of the provisions of Regulation 18 of the Listing Regulations read with Section 177 of the Act, the constitution of
Audit Committee as on 31^st March, 2025 is as follows:

Name of the Member	Designation	Chairman / Member
Shri Madhusudan Agarwal	Independent Director	Chairman
Shri Ramesh Chand Surana	Independent Director	Member
Smt Nishal Jain	Independent Director	Member
Shri Saurabh Agarwal	Managing Director	Member

All recommendations made by the Audit Committee to the Board, from time to time during the year under review, have
been accepted by the Board. Other details with respect to the Audit Committee such as its terms of reference, meetings
and attendance thereat are separately provided in the Annual Report, as a part of the Corporate Governance Report.

17. NOMINATION AND REMUNERATION COMMITTEE

In terms of the provisions of Regulation 19 of the Listing Regulations read with Section 178 of the Act, the constitution as
on 31^st March, 2025 is as follows:

Name of the Member	Designation	Chairman / Member
Shri Ramesh Chand Surana	Independent Director	Chairman
Shri Madhusudan Agarwal	Independent Director	Member
Smt Nishal Jain	Independent Director	Member

Other details with respect to the Nomination and Remuneration Committee such as its terms of reference, meetings and
attendance thereat are separately provided in the Annual Report, as a part of the Report on Corporate Governance.

18. STAKEHOLDERS RELATIONSHIP COMMITTEE

In terms of the provisions of Regulation 20 of the Listing Regulations read with Section 178 of the Act, the constitution as
on 31^st March 2025 is as follows:

Name of the Member	Designation	Chairman / Member
Shri Madhusudan Agarwal	Independent Director	Chairman
Shri Saurabh Agarwal	Managing Director	Member
Smt Nishal Jain	Independent Director	Member

Other details with respect to the Stakeholders
Relationship Committee such as its terms of reference,
meetings and attendance thereat are separately
provided in the Annual Report, as a part of the Report
on Corporate Governance.

19. RISK MANAGEMENT POLICY AND FRAMEWORK

The Company has systematically identified key risk
areas across its operations, assessing both the
probability and severity of potential impacts within each
department. To address these risks, a comprehensive
Risk Management Framework has been implemented.
This framework enables proactive risk analysis,
control, and mitigation, and is fully integrated into the
Company’s operational and strategic planning cycles.

Risk profiling is conducted across all functional areas,
ensuring that risk management is embedded in the
day-to-day business processes.

The various risks to which the Company is exposed,
along with mitigation strategies, are detailed in the
Management Discussion and Analysis section of this
Report.

In terms of the provisions of Regulation 21 of the Listing
Regulations, the Board of Directors of the Company
has constituted Risk Management Committee (''RMC’)
which assists the Board in monitoring and reviewing
the risk management plan, implementation of the risk
management framework of the Company and such
other functions as Board may deem fit.

The constitution of Risk Management Committee as on 31^st March, 2025 is as follows:

Name of the Member	Designation	Chairman / Member
Shri Sunil Kumar Agarwal	Chairman and Non-Executive Director	Chairman
Shri Saurabh Agarwal	Managing Director	Member
Shri Madhusudan Agarwal	Independent Director	Member
Smt Nishal Jain	Independent Director	Member
Shri Vineet Kumar Agarwal	Chief Financial officer	Member

The Board of Directors has formulated a comprehensive
Risk Management Policy to identify, monitor, and
evaluate potential risks across the Company’s
operations. This policy focuses on assessing
the severity of identified risks and implementing
appropriate mitigation strategies. The Company’s Risk
Management Framework is built on three key pillars:
Risk Governance, Risk Identification and Assessment,
and Risk Control.

Importantly, the Board recognizes that certain
risks-such as competition risk, technology risk, and
branding risk-could potentially threaten the long¬
term sustainability and existence of the Company.
These risks are taken seriously and are subject to
close monitoring and strategic planning. Further, some
of the risks that may pose challenges and strategies
to mitigate those risks are set out in the Governance
section forming part of this Integrated Annual Report.

The Company follows a disciplined and structured
approach to risk management, involving continuous
assessment of both internal and external risk
environments. This approach includes:

• Regular risk assessments to identify potential
threats and opportunities;

• Risk mitigation measures to address identified
vulnerabilities;

• A well-defined Business Continuity Plan to ensure
resilience;

• Ongoing monitoring and evaluation of risk
exposure;

• Analysis of employee-related risks and
compliance obligations;

• Commitment to continuous improvement of the
risk management processes.

This holistic risk management process ensures that
potential impacts on the Company’s objectives are
minimized, and that the Company remains agile and
resilient in a dynamic business environment.

The Risk Management Policy at Kamdhenu Ventures
Limited provides a comprehensive framework for
identifying, assessing, and mitigating both internal and
external risks that may impact the business. The policy
has been uploaded on the website of the Company
and can be accessed at the web link: https://www.
kamdhenupaints.com/investor-zone#:~:text=KVI%20
RISK%20MANAGEMENT%2QPOLICY.

20. CORPORATE GOVERNANCE

At Kamdhenu Ventures Limited, we are deeply
committed to uphold strong corporate governance
which was built on integrity, transparency, and
accountability. Compliance with applicable laws and
ethical standards is not just a regulatory obligation-it
is a core value embedded in our culture, shaped by the
legacy of the Kamdhenu Group.

Our corporate governance framework is guided by the
following key principles:

• Compliance and Integrity: Strict adherence to
legal, regulatory, and ethical norms ensures
transparency and fairness in all business
practices.

• Stakeholder Transparency: Open communication
with shareholders, employees, customers,
suppliers, and communities builds lasting trust.

• Board Independence: A diverse and independent
Board provides strategic oversight and
safeguards stakeholder interests.

• Risk Management: Comprehensive systems are
in place to proactively identify and mitigate risks,
protecting long-term value.

• Ethical Leadership: Our leadership sets the tone
at the top, promoting a culture of accountability
and professionalism.

• Continuous Improvement: We regularly review
and strengthen our governance practices to
align with evolving regulations and stakeholder
expectations.

These principles form the bedrock of our governance
philosophy and support our mission of sustainable
value creation.

In accordance with Regulation 34 of Listing
Regulations, read with Schedule V, a detailed Corporate
Governance Report is included in this Annual Report.
A certificate from M/s. Chandrasekaran Associates,
Company Secretaries, confirming compliance with
Listing Regulations, is annexed to the said report.

21. MANAGEMENT DISCUSSION & ANALYSIS

In terms of the provisions of Regulation 34(2)(e) of the
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 Annual Report.

22. VIGIL MECHANISM AND WHISTLE BLOWER POLICY

The Company is committed to fostering a culture
of ethical conduct and integrity in all its business
activities, in alignment with the highest standards of
corporate governance. To support this commitment,
the Company has implemented a robust Vigil
Mechanism through its Whistle Blower Policy, duly
approved and adopted by the Board of Directors in
compliance with Section 177(10) of the Companies
Act, 2013 and Regulation 22 of the Listing Regulations.
The Vigil Mechanism provides a formal channel
for Directors, employees, and other stakeholders-
including customers to report any concerns regarding
unethical behavior, actual or suspected fraud or
violations of the Company’s Code of Conduct.
Disclosures under this mechanism can be made
directly to the Chairman of the Audit Committee,
ensuring confidentiality and protection from retaliation.
The Company affirms that no person has been denied
access to the Chairman of the Audit Committee.

The Whistle Blower Policy and the Code of Conduct
reflect Kamdhenu Ventures Limited’s unwavering
commitment to transparency, accountability, and
ethical governance. These frameworks encourage
prompt reporting of any actual or potential violations
of laws, regulations, or internal standards that may
negatively impact the Company’s operations or
reputation.

We are pleased to report that during the year under
review, no complaints were received through the
Whistle Blower mechanism. This reinforces the
Company’s strong ethical environment and the
effectiveness of the preventive frameworks in place.
Through these initiatives, Kamdhenu Ventures Limited
continues to uphold its reputation as a responsible and
trustworthy organization, focused on long-term value
creation and stakeholder confidence.

The Whistle Blower Policy aims to:

a. allow and encourage stakeholders to bring to the
management’s notice concerns about unethical
behavior;

b. provide protection against victimization;

c. access to the higher levels of supervisors and/
or to the Chairman of the Audit Committee, in
appropriate or exceptional cases;

d. ensure timely and consistent organizational
response; and

e. build and strengthen a culture of transparency
and trust.

The Whistle Blower Policy has been appropriately
communicated within the Company and is also
available on the Company’s website:

https://www.kamdhenupaints.com/images/policies/
KVI Whistle%20Blower%20Policy%20and%20
Vigil%20Mechanism.pdf

23. INTERNAL FINANCIAL CONTROLS & COMPLIANCE
FRAMEWORK WITH THEIR ADEQUACY

The Company has implemented a comprehensive
system of Internal Financial Controls (IFC) over
financial reporting to ensure that all transactions are
properly authorized, accurately recorded, and reported
in a timely manner. This system provides reasonable
assurance regarding the reliability and integrity of
the Company’s financial statements. To support this
framework, the Company has established detailed
work instructions, standard operating procedures
(SOPs), policies, and process manuals that clearly
define roles, responsibilities, and required actions
across various functions. Functional heads are held
accountable for ensuring compliance with applicable
laws, regulations, and internal policies as prescribed
by management.

The Internal Control Framework of the Company is
robust and includes:

• Entity-level controls, such as the Code of
Conduct, for Senior Management Personnel,
Whistle Blower Policy, Code of Fair Disclosure of
Unpublished Price Sensitive Information (UPSI),
and the Code to Regulate, Monitor, and Report
Trading by Designated Persons;

• Process-level controls, ensuring adherence
to defined procedures and practices across
operations;

• IT General Controls, to maintain the integrity
and security of systems handling financial and
operational data;

• Standard Operating Procedures, ensuring
consistency, efficiency, and compliance in day-
to-day business processes.

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.

The Company actively monitors changes in
accounting standards, the Companies Act, and
other relevant regulatory requirements. Necessary
updates to systems, controls, and processes are
implemented to ensure ongoing compliance. Given the
increasing complexity of business operations, detailed
accounting and financial treatments are developed for
new products, services, assets, contracts, and other
arrangements. All policy changes and their financial
implications are reviewed and communicated to the
Audit Committee for their oversight and guidance.

M/s Kirtane & Pandit LLP, Chartered Accountants have
been entrusted with the responsibility of undertaking
Internal Audit of the Company for the financial year
2024-25. The Internal Audit Reports as prepared by
M/s. Kirtane & Pandit LLP Chartered Accountants, 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.

24. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS
PASSED BY THE REGULATORS/COURTS/TRIBUNALS
IMPACTING THE GOING CONCERN STATUS AND
COMPANY''S OPERATIONS IN FUTURE

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.

25. 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, 2025, is placed on the website of the Company
at https://www.kamdhenupaints.com/annual-return.

26. DECLARATION BY INDEPENDENT DIRECTORS

The Company has, inter alia, received the following
declarations from all the Independent Directors
confirming that:

(a) they meet 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 Listing Regulations, as amended
upto date;

(b) they have registered themselves with the
Independent Director’s Database maintained by
the Indian Institute of Corporate Affairs and have
qualified the online proficiency self-assessment
test or are exempted from passing the test as
required in terms of Section 150 of the Act read
with Rule 6 of the Companies (Appointment and
Qualifications of Directors) Rules, 2014.

(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.

Based on the disclosures received, the Board is of the
opinion that, all the Independent Directors fulfill the
conditions specified in the Act and Listing Regulations
and are independent of the management. None of the
Directors of the Company are disqualified from being
appointed as Directors as specified under Section
164(1) and 164(2) of the Act read with Rule 14(1) of
the Companies (Appointment and Qualifications of
Directors) Rules, 2014 or are debarred or disqualified
by the Securities and Exchange Board of India ("SEBI"),
Ministry of Corporate Affairs ("MCA") or any other such
statutory authority.

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, 2025 and the necessary disclosure
providing details of Committee Chairmanship/
membership of the Independent Directors has also
been obtained.

27. FAMILIARIZATION PROGRAMME FOR THE
INDEPENDENT DIRECTORS

Your Company has established a structured
Familiarization Program for Independent Directors
with the objective of providing them comprehensive
insights into the Company’s operations, business
environment, and strategic direction. This enables
them to understand the business in depth and

contribute meaningfully to Board discussions and
decision-making.

The program is conducted annually and includes
presentations and updates on key operational
processes, strategic initiatives, industry trends, and
changes in business practices. In accordance with
Regulation 25(7) of the Listing Regulations, 2015,
detailed presentations are made to Independent
Directors covering the Company’s:

• Business model and value chain

• Industry landscape and market positioning

• Operational and financial performance

• Key risks and corresponding mitigation strategies
In addition to the formal program, Independent and
Non-Executive Directors are kept informed through
regular communications and updates on significant
business developments, innovation initiatives,
strategic priorities, and matters relating to human
capital and governance.

Upon appointment or reappointment, Independent
Directors are issued a formal letter outlining their roles,
responsibilities, duties, and terms of engagement, in
line with applicable regulatory requirements and best
governance practices.

Further, in line with the policy of the Company as framed
in this regard and in compliance with the requirements
of the Listing Regulations, a familiarization program for
Independent Directors of the Company was conducted
on 19^th March, 2025, wherein all the Independent
Directors have participated.

The details of familiarization program for the
Independent Directors of the Company are
available on the website of the Company and can
be viewed at: https://www.kamdhenupaints.com/
investor-7one#:~:text=FAMII I ARISATION%20
PROGRAMME%20OF%20INDEPENDENT%20
DIRECTORS%20AND%20DETAILS%20OF%20
PROGRAMMES%20%2D%202024%2D25.

28. 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 Listing
Regulations, 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 above requirements, the Board
of Directors undertakes an annual evaluation of its own
performance, that of its Committees, the Chairperson,
each Director, and specifically the performance of
Independent Directors.

The evaluation process covers a range of parameters,
including but not limited to:

• Composition, structure, and diversity of the Board
and its Committees

• Directors’ qualifications, experience, and
participation in strategic decision-making

• Fulfilment of roles and responsibilities, including
contribution to stakeholder interests

• Governance compliance and adherence to ethical
standards

• Board dynamics, culture, and effectiveness of
communication

• Quality of interactions and relationships between
Board members and senior management

Criteria of Performance Evaluation

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 19^th March, 2025, the performance of the
Non-Independent Directors, the Board as a whole
and Chairman of the Company were evaluated
considering 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 8^th May, 2025.

It was 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.

29. AUDITORS AND AUDITOR''S REPORT
STATUTORY AUDITORS'':

M/s M.C. Bhandari & Co., Chartered Accountants
(Registration no.: 303002E), were 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 2024-25 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.

Subsequent to the close of the financial year but before
the approval of this Report, the Company received a
letter dated 6^th May, 2025 from M/s. M C Bhandari &
Co., Chartered Accountants (FRN 303002E), Statutory
Auditors of the Company, requesting a revision in
audit fees from the financial year 2025-26 onwards.
The request was placed before the Audit Committee
and Board of Directors at their meetings held on 8^th
May, 2025. After due consideration of the Company’s
financial position and prevailing market conditions,
it was decided not to revise the audit fees at this
stage, and the auditors were requested to continue
under the existing fee structure. This decision was
communicated to them via email dated 9^th May, 2025.
Subsequently, the Company received a resignation
letter dated 9^th May, 2025 from M/s. M C Bhandari &

Co., resigning as Statutory Auditors with immediate
effect. Thereafter, the Board of Directors upon the
recommendation of the Audit Committee, at its
meeting held on 15^th May, 2025, recommend the
appointment of M/s. DSP & Associates, Chartered
Accountants, as the Statutory Auditors of the
Company to the Shareholders of the Company for
their approval to fill the casual vacancy caused
due to resignation of M/s. M.C. Bhandari & Co.,
Chartered Accountants. Further, the said appointment
was duly approved by the shareholders at the
01/2025-26 Extra-Ordinary General Meeting held on
20^th June, 2025. M/s. DSP & Associates shall hold
office until the conclusion of the ensuing Annual
General Meeting of the Company.

SECRETARIAL AUDITORS'':

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
2024-25 as per the provisions of Section 204 of the
Companies Act, 2013 read with rules made thereunder.

Further, pursuant to Regulation 24A of Listing
Regulations, Secretarial Audit of Kamdhenu Colour and
Coatings Limited, material subsidiary of the Company,
have also been undertaken.

The Secretarial Audit Report of the Company for the
financial year ended 31^st March, 2025 is annexed
to this Annual Report as Annexure-B and does not
contain any qualification, reservation, disclaimer or
adverse remarks except as mentioned below:

1. The Company has delayed in filing of Voting
Results in XBRL mode under Regulation 44(3) of
Listing Regulations, however, the voting results in
PDF Form had been filed within the timelines and
BSE Limited ("BSE") and National Stock Exchange
of India Limited ("NSE") levied a fine of ''10,000/-
plus GST and the same was duly paid by the
Company.

Management Remarks: The Company has delayed in
filing of Voting Results in XBRL mode due to a technical
issue. Further, the Company has successfully filed the
Voting Result in PDF mode within the timeline as per
the provisions of Listing Regulations.

The Secretarial Audit Report of Kamdhenu Colour
and Coatings Limited for the financial year ended

31^st March, 2025 pursuant to Regulation 24A of Listing
Regulations and Companies Act, 2013, is annexed
to this Annual Report as Annexure-C and does not
contain any qualification, reservation, disclaimer or
adverse remarks.

Also pursuant to the provisions of Regulation 24A of the
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 as Annexure-D.

For the financial year 2025-26, the Board of Directors
of the Company upon the recommendation of the Audit
Committee, in their meeting held on 8^th May, 2025 has
appointed M/s Chandrasekaran Associates, Company
Secretaries, as the Secretarial Auditors of the Company
for the term of five consecutive years i.e. from financial
year 2025-26 to financial year 2029-30, subject to the
approval of Shareholders of the Company. Necessary
consent from M/s Chandrasekaran Associates,
Company Secretaries, has been received to the effect.

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.

INTERNAL AUDITORS'':

In terms of Section 138 of the Companies Act,
2013 read with rules made thereunder, the Board of
Directors of the Company, upon the recommendation
of the Audit Committee, in their meeting held on
7^th May, 2024 had appointed M/s Kirtane & Pandit LLP
Chartered Accountants (FRN: 105215W/W100057),
as the Internal Auditors’ of the Company to conduct
the Internal Audit for the financial year 2024-25. The
Internal Audit Report for financial year 2024-25, does
not contain any qualification, reservation, disclaimer or
adverse remark and they have not reported any matter
under Section 143(12) of the Act, therefore no detail is
required to be disclosed under Section 134(3)(ca) of
the Act.

For the financial year 2025-26, the Board of Directors
of the Company has, upon the recommendation
of the Audit Committee, in their meeting held on
8^th May, 2025 has appointed M/s Kirtane & Pandit
LLR Chartered Accountants, as the Internal Auditors’

of the Company to conduct the Internal Audit. A
Certificate from M/s Kirtane & Randit LLR Chartered
Accountants, has been received to the effect that
their appointment as Internal Auditor of the Company,
would be in accordance with the limits specified under
Section 141 of the Act and Rules framed thereunder
and that they are not disqualified from being appointed
as the Internal Auditors of the Company.

COST AUDITORS'':

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.

30. REPORTING OF FRAUDS BY AUDITORS

None of the Auditors of the Company has identified
and reported any fraud as specified under the second
proviso of Section 143(12) of the Act.

31. CORPORATE SOCIAL RESPONSIBILITY

During the year under review, the provisions of Section
135 of the Companies Act, 2013, relating to Corporate
Social Responsibility (CSR), were not applicable to the
Company. Accordingly, the requirement to furnish an
Annual Report on CSR activities for the financial year
2024-25 does not apply to the Company.

However, it is pertinent to note that Kamdhenu Colour
and Coatings Limited, a Wholly Owned Subsidiary, was
required to undertake CSR activities for the first time
during the financial year 2024-25, in accordance with
the applicable provisions of the Companies Act, 2013.
In compliance with the statutory requirements,
Kamdhenu Colour and Coatings Limited initiated steps
to meet its CSR obligations and undertook activities
aligned with Schedule VII of the Companies Act,
2013. The CSR initiatives primarily focused on Skill
Development for women and underprivileged children,
implemented as a non-ongoing project.

The total CSR obligation for Kamdhenu Colour
and Coatings Limited for financial year 2024-25
amounted to ''4,60,715, against which an amount
of ''4,61,000 was spent through the Kamdhenu
Jeevandhara Foundation, a Section 8 Company
registered with the Ministry of Corporate Affairs and
the Income Tax Authorities, thereby fulfilling its CSR
commitment for the year.

32. INFORMATION REGARDING CONSERVATION OF
ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN
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-E and
forms part of this Report.

33. 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 - F forming part of this report.

34. PARTICULARS OF CONTRACTS OR ARRANGEMENTS
WITH RELATED PARTIES

In due compliance with the requirements of the
Regulation 23 of Listing Regulations, as amended,
read with Section 188 of the Companies Act, 2013 and
the Rules 6A and Rule 15 of the Companies (Meetings
of Board and its Powers) Rules, 2014, as amended
upto date, Board of Directors had 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://www.kamdhenupaints.com/
investor-zone#:~:text=KVL%20POLICY%20ON%20
RELATED%20PARTY%20TRANSACTIONS.

All transactions with related parties were reviewed
and approved by the Audit Committee and were
in accordance with the Policy on dealing with and
materiality of related party transactions. There are
no materially significant related party transactions
that may have potential conflict with the interest of
the Company at large. All contracts/arrangements/
transactions entered into by the Company during the
year under review with related parties were in the
ordinary course of business and on arm’s length basis
in terms of the provisions of the Act and details of such
transactions have been adequately described in the
Notes to the financial statements of the Company for
the financial year 2024-25, which form a part of the
Annual Report.

Further, there are no contracts or arrangements
entered into under Section 188(1) of the Act, hence
no justification has been separately provided in that
regard. Accordingly, there were no transactions which
required to be reported in Form AOC-2 annexed as an
Annexure-G as per the Section 134(3)(h) read with
Section 188(2) of the Companies Act, 2013.

35. SUBSIDIARY, JOINT VENTURES OR ASSOCIATE
COMPANIES

As on 31^st March, 2025, the Company has one subsidiary,
namely Kamdhenu Colour and Coatings Limited. During
the year under review, the Company did not enter
into any Joint Venture or Associate arrangements.
Accordingly, the Company does not have any joint
venture or associate company as on the said date.

Pursuant to Section 129(3) of the Companies Act, 2013
and in compliance with Indian Accounting Standard
(Ind AS) 110 - Consolidated Financial Statements,
the Company has prepared its Consolidated Financial
Statements, incorporating the financials of its
subsidiary in the same format and manner as its
Standalone Financial Statements. These Consolidated
Financial Statements, along with the Standalone
Financial Statements, shall be presented before
the shareholders at the ensuing 6^th Annual General
Meeting and form part of this Annual Report.

The Audit Committee reviews the audited/unaudited
financial statements of the subsidiary on a quarterly
basis and periodically monitors its overall performance.

Additionally, the minutes of the Board Meetings of
Kamdhenu Colour and Coatings Limited, along with
details of significant transactions and arrangements, if
any, are placed before the Board of the Company on a
quarterly basis for its information and review.

For details on the financial performance and position
of the subsidiary, as reflected in the Consolidated
Financial Statements, members are requested to
refer to the relevant Notes to Accounts. Further, as
required under the first proviso to Section 129(3) of the
Companies Act, 2013 read with Rule 5 of the Companies
(Accounts) Rules, 2014, a statement containing salient
features of the financial statement of the subsidiary in
the prescribed Form AOC-1 is attached as Annexure-H
and forms part of this Annual 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.

36. COMPLIANCE ON MATERNITY BENEFIT ACT, 1961

Your Company has complied with the applicable
provisions of Maternity Benefit Act, 1961 for female
employees with respect to leaves and maternity
benefits thereunder.

Further, all female employees related to the operations
of the paint business are employed in Kamdhenu Colour
and Coatings Limited, the Wholly-Owned Subsidiary
of the Company, which has also ensured compliance
with the provisions of the Maternity Benefit Act, 1961.

37. HUMAN RESOURCES MANAGEMENT

The Company’s success is driven by the talent,
expertise, and dedication of its workforce. It follows
progressive HR policies that promote job satisfaction,
enhance productivity, and foster a positive work
environment.

Employees are valued and empowered through
opportunities aligned with their skills and aspirations.
The Company maintains a collaborative and respectful
work culture, built on mutual trust and shared goals.
Its recruitment strategy prioritizes capable, driven
individuals, while employee-centric initiatives include
competitive compensation, continuous learning,
career development, performance appraisals, and
strong health and safety measures.

With a focus on work-life balance, the Company
ensures employee well-being, low attrition, and high
productivity. By prioritizing people, the Company
cultivates a motivated workforce committed to long¬
term growth and organizational success.

38. POLICY ON PREVENTION OF SEXUAL HARASSMENT
AT WORKPLACE

The entire paint business is operated through
the Company’s Wholly Owned Subsidiary named
Kamdhenu Colour and Coatings Limited, and the
Company does not carry out any separate business
activities. The Company has only three employees,
while the remaining workforce is employed by the
Company’s Wholly Owned Subsidiary.

Accordingly, the provisions of Internal Compliant
Committee under the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act,
2013, are applicable to the Company’s Wholly Owned
Subsidiary, and they duly constituted its ICC.

The Company has adopted a policy on prevention,
prohibition and redressal of sexual harassment at
workplace in line with the provisions of the Sexual
Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and the Rules
thereunder and ensure this in all its strictness.
The Company’s policy on Prevention Of Sexual
Harassment at workplace is available at: https://
www.kamdhenupaints.com/images/policies/KVL
Policy%20On%20Prevention%20Of%20Sexual%20
Harassment%70At%70Workplace.pdf.

The Sexual Harassment Policy of the Company
has been effectively promoted and propagated an
environment and culture in the Company which
inculcates in the male employees, a spirit of utmost
respect for the women workforce at every level. The
Company has also formulated a set of standing orders
which stipulate very harsh punitive measures against
any employee found guilty of having or attempting
to have sexually harassed a female employee, which
without prejudice to the other actions taken against
the offender, include immediate termination of his
services. The fact that safety and security of the women
workforce in the Company has been an area given the
paramount importance in the Company explains why
the Company can proudly boast or being among the
safest work places for women in the Country.

The following is a summary of sexual harassment
complaints received and disposed of during the
financial year 7074-75-

Number of complaints pending as on 1st April, 2024	Nil
Number of complaints received during the year	Nil
Number of complaints disposed of during the year	Nil
Number of complaints pending for more than ninety days	Nil
Number of complaints pending as on 31st March, 2025	Nil

39. COMPLIANCE WITH THE SECRETARIAL STANDARDS

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.

40. LISTING WITH STOCK EXCHANGES

The shares of the Company are listed at BSE Limited
and National Stock Exchange Limited. The Annual
Listing fee for the financial year 2024-25 & 2025-26
has already been paid to the said stock exchanges.

41. CHANGE IN NATURE OF BUSINESS

During the year under review, there has not been any
change in nature of the Business.

42. CODE OF CONDUCT FOR DIRECTORS AND SENIOR
MANAGEMENT

In compliance with Regulation 26(3) of Listing
Regulations, the Company has formulated the Code
of Conduct for the Board members and Senior
Management Personnel of the Company so that the
Company’s business is conducted in an efficient and
transparent manner without having any conflict of
personal interests with the interests of the Company.
All the members of the Board and Senior Management
Personnel have affirmed compliance with the
Code of Conduct for the Board members and
Senior Management Personnel and the code of
conduct is available at the website of Company:
https://kamdhenupaints.com/images/policies/KVL
Code of Conduct Senior Management Personnel.pdf.

43. DECLARATION BY THE MANAGING DIRECTOR

In terms of Regulation 26 of Listing Regulations,
Shri Saurabh Agarwal, Managing Director hereby
affirms and declares that the Company has obtained
declaration from each individual member of the Board
of Directors and the Senior Management confirming
that none of them has violated the conditions of the
Code of Conduct for the Board members and Senior
Management Personnel. A Certificate signed by
Shri Saurabh Agarwal, Managing Director confirming
that all the Board Members and Senior Management
Personnel have affirmed compliance with Code of
Conduct, as applicable to them, in respect of financial
year 2024-25 has been made part of Corporate
Governance Report.

44. RELATIONSHIP BETWEEN DIRECTORS INTER-SE

Shri Sunil Kumar Agarwal, Chairman, Shri Saurabh
Agarwal, Managing Director and Shri Sachin Agarwal,
Non-Executive Director of the Company are related to
each other within the meaning of the term "relative"
as per Section 2(77) of the Companies Act, 2013 and
Listing Regulations.

Except as stated above, none of the Directors are
related to each other.

45. AUDIT TRAIL DISCLOSURE:

The Company has used accounting software for
maintaining its books of account for the financial
year ended March 31, 2025 which has a feature of
recording audit trail (edit log) facility and the same
has operated throughout the year for all relevant
transactions recorded in the softwares except audit
trail on the database level. Further, the audit trail has
been preserved by the Company as per the statutory
requirements for record retention.

46. DISCLOSURE OF DESIGNATED PERSON AS PER
RULE 9 OF THE COMPANIES (MANAGEMENT AND
ADMINISTRATION) RULES, 2014 (AS AMENDED).

In accordance with the provisions of Rule 9 of the
Companies (Management and Administration) Rules,
2014, as amended, Company had appointed Shri
Nikhil Sukhija, Company Secretary and Compliance
Officer (Key Managerial Personnel) of the company,
as the designated person who shall be responsible for
furnishing, and extending co-operation for providing,
information to the Registrar or any other officer with
respect to the beneficial interest in shares of the
Company.

47. CONFIRMATIONS

a. During the year under review, the Company has
not:

(i) issued any shares, warrants, debentures,
bonds, or any other convertible or non¬
convertible securities.

(ii) issued equity shares with differential rights
as to dividend, voting or otherwise.

(iii) issued any sweat equity shares to its
Directors or employees.

(iv) made any change in voting rights.

(v) reduced its share capital or bought back
shares.

(vi) changed the capital structure resulting from
restructuring except split/ Sub Division of
Equity Shares of the Company.

(vii) failed to implement any corporate action.

b. The Company’s securities were not suspended
for trading during the year.

c. The disclosure pertaining to the explanation for
any deviation or variation in connection with
certain terms of a public issue, rights issue,
preferential issue, etc., is not applicable to the
Company, however the Company has filed
returns on quarterly basis with Stock Exchanges
related with Statement of Deviation of funds
raised by way of Preferential Issue and there was
no such deviation was reported during the period
under review.

48. GENERAL DISCLOSURES

During the year under review:

a. No credit rating has been obtained by the
Company with respect to its securities. Further,
the details of the credit rating obtained by the
Company with respect to its long-term and short¬
term borrowings have been provided separately
in the General Shareholder Information section
forming part of this Annual Report.

b. No application has been made under the
Insolvency and Bankruptcy Code, 2016. Hence,
the requirement to disclose the details of the
application made or any proceeding pending
under the said Code during the year along with
their status as at the end of the financial year is
not applicable.

c. The requirement to disclose the details of the
difference between the amount of the valuation
done at the time of one-time settlement and the
valuation done while taking a loan from the Banks

or Financial Institutions along with the reasons
thereof, is not applicable.

d. None of the Directors of your Company received
any remuneration or commission from any of the
subsidiaries of your Company, except Managing
Director received remuneration from Kamdhenu
Colour and Coatings Limited, a Wholly Owned
Subsidiary of the Company.

49. GREEN INITIATIVE

The Company has implemented the "Green Initiative"
to enable electronic delivery of notice/documents/
annual reports to shareholders. The Annual Report
for the financial year 2024-25 and Notice of the
6^th Annual General Meeting are being sent to all
members electronically, whose e-mail addresses
are registered with the Company/Depository
Participant(s).The Shareholders may however make
request for physical copy of the Annual Report by mail
to [email protected].

Further, letters have been sent to shareholders of
the Company holding shares of the Company in
physical form in Compliance to SEBI Circulars dated
7^th May, 2024 read and 10^th June, 2024, requesting
them to furnish requisite KYC details, so that faster
communications can be made to the shareholders in
electronic form.

50. ACKNOWLEDGEMENT

Your Directors are highly grateful for all the guidance,
support and assistance received from the Government
of India, Governments of various states in India,
concerned Government Departments, Financial
Institutions and Banks. Your Directors thank all the
esteemed shareholders, customers, suppliers and
business associates for their faith, trust and confidence
reposed in your Company.

Your Directors wish to place on record their sincere
appreciation for the dedicated efforts and consistent
contribution made by the employees at all levels, to
ensure that your Company continues to grow and excel.

By order of the Board of Directors
Kamdhenu Ventures Limited

Sd/- Sd/-

(Sunil Kumar Agarwal) (Saurabh Agarwal)
Date: 14^th August, 2025 Chairman Managing Director

Place: Gurugram DIN: 00005973 DIN: 00005970

---

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 strategy is formulated considering people as its most valuable asset.

The Company considers and appreciates the value of the human resource talent and strives towards talent acquisition, talent retention, performance management and learning and training initiatives to ensure that your Company consistently develops into a much inspiring, strong and employee orientated organization. Your Company nurtures a culture of trust and mutual respect in all its employees and seeks to ensure that company''s values and principles are understood by all and are the reference point in all people matters.

The Company maintained healthy, cordial and harmonious industrial relations at all levels. Company remained at the forefront in the industry due to enthusiasm and continuous efforts of employees. Various measures have been introduced throughout the organization to improve productivity at all levels. At the end of the financial year that is as on the 31^st March, 2023, the Company was having 3 Permanent Employees. Pursuant to sanctioning of the scheme of Arrangement, the transfer of Paint Business from Kamdhenu Limited to Kamdhenu Colour and Coatings Limited was effected on 18^th July, 2022 and 386 employees of paint division were transferred to KCCL and 3 employees were transferred to Kamdhenu Ventures Ltd.

36. PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE

The Company has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder and in order to ensure this in all it strictness, the Company has in place an Internal Complaints Committee, the constitution whereof, is in complete compliance with the provisions of the Sexual Harassment of Women at Workplace (Prevention,

Prohibition and Redressal) Act, 2013. The Company''s policy on Prevention Of Sexual Harassment at workplace is available at : https://www.kamdhenupaints.com/ images/polides/KVL_Policy%20On%20Prevention%20 Of%20Sexual%20Harassment%20At%20Workplace. pdf.

The Sexual Harassment Policy of the Company has been effectively promoted and propagated an environment and culture in the Company which inculcates in the male employees, a spirit of utmost respect for the women workforce at every level. The Company has also formulated a set of standing orders which stipulate very harsh punitive measures against any employee found guilty of having or attempting to have sexually harassed a female employee, which without prejudice to the other actions taken against the offender, include immediate termination of his services. The fact that safety and security of the women workforce in the Company has been an area given the paramount importance in the Company explains why the Company can proudly boast or being among the safest work places for women in the Country.

As has been the case in the previous years, during the year under review as well, no complaints under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2015, were received.

37. CHANGE IN NATURE OF BUSINESS

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 from Kamdhenu Limited to Kamdhenu Colour and Coatings Limited, a wholly owned subsidiary of your Company.

Upon the Scheme of Arrangement, becoming effective, the paint business of Kamdhenu Limited was vested and transferred to Kamdhenu Colour and Coatings Limited (A Wholly Owned Subsidiary of Kamdhenu Ventures Limited). Although there has not been any change in nature of the Business, however the said demerger has been crucial point in the growth of the Company as the shares of the Company have been listed on Stock Exchanges.

38. CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT

In compliance with Regulation 26(3) of SEBI Listing Regulations, the Company has formulated the Code

of Conduct for the Board members and Senior Management Personnel of the Company so that the Company''s business is conducted in an efficient and transparent manner without having any conflict of personal interests with the interests of the Company.

All the members of the Board and Senior Management Personnel have affirmed compliance with the Code of Conduct for the Board members and Senior Management Personnel and the code of conduct is available at the website of Company https:// kamdhenupaints.com/images/policies/KVL_Code_of_ Conduct_Senior_Management_Personnel.pdf.

39. DECLARATION BY THE MANAGING DIRECTOR

In terms of Regulation 26 of SEBI Listing Regulations, Shri Saurabh Agarwal, Managing Director hereby affirm and declare that the Company has obtained declaration from each individual member of the Board of Directors and the Senior Management confirming that none of them has violated the conditions of the Code of Conduct for the Board members and Senior Management Personnel.

40. RELATIONSHIP BETWEEN DIRECTORS INTER-SE

Shri Sunil Kumar Agarwal, Chairman, Shri Saurabh Agarwal, Managing Director and Shri Sachin Agarwal, Non-Executive Director of the Company are related to each other within the meaning of the term "relative” as per Section 2(77) of the Companies Act, 2013 and SEBI Listing Regulations.

Except as stated above, none of the Directors are related to each other.

41. DIRECTORS'' RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Act, the Board of Directors, to the best of their knowledge and belief, confirms that:

a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

c) they have taken proper and sufficient care for the maintenance of adequate accounting records

in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) They have prepared the annual accounts on a going concern basis;

e) They have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively.

f) They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal, statutory and secretarial auditors and the reviews from management and audit committee, the Board is of the opinion that the Company''s internal financial controls were adequate and effective during FY 2022-23.

42. PROCEEDING UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016

During the year under review, the Company has neither made any application nor any proceeding were pending under the Insolvency and Bankruptcy Code, 2016 ("IBC Code”). Further, at the end of the financial year, Company does not have any proceedings related to IBC Code

43. THEDETAILSOFDIFFERENCEBETWEENAMOUNTOF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONSALONGWITHTHEREASONSTHEREOF

During the year under review, the Company has not made one-time settlement therefore, the same is not applicable.

44. GREEN INITIATIVE

The Company has implemented the "Green Initiative” to enable electronic delivery of notice/documents/ annual reports to shareholders. The Annual Report for the financial year 2022-23 and Notice of the 4^th Annual General Meeting are being sent to all members electronically, whose e-mail addresses are registered with the Company/Depository Participant(s). The Shareholders may however make request for physical copy of the Annual Report by mail to cs@ kamdhenupaints.com.

Further, letters have been sent to shareholders of the Company holding shares of the Company in physical form in Compliance to SEBI Circular dated 16^th March, 2023, requesting them to furnish requisite KYC details, so that faster communications can be made to the shareholders in electronic form.

The e-voting facility is being provided to the members to enable them to cast their votes electronically on all resolutions set forth in the notice, pursuant to Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014. The instructions for e-voting are provided in the notice of this 4^th AGM.

45. APPRECIATION

The Board wishes to place on record its appreciation of the significant contributions made by the employees of the Company during the year under review. The Company has achieved impressive growth through competence, hard work, solidarity, cooperation and support of employees at all levels. Your Directors thank the customers, dealers, distributors, franchisee partners, vendors and other business associates for their continued support in the Company''s growth.

Your Directors also wish to thank the Government of India, the State Governments and other regulatory authorities, banks and members for their cooperation and support extended to the Company.

BY ORDER OF THE BOARD OF DIRECTORS KAMDHENU VENTURES LIMITED

(Sunil Kumar Agarwal) (Saurabh Agarwal)

Date: 18.05.2023 Chairman Managing Director

Place: Gurugram DIN: 00005973 DIN: 00005970