A provision is recognised when an enterprise has apresent obligation as a result of past event and it isprobable that an outflow of resources will be requiredto settle the obligation in respect of which a reliableestimate can be made. Provisions are measured at thepresent value of management's best estimate of theexpenditure required to settle the present obligations atthe end of the reporting period. If the effect of the timevalue of money is material, provisions are discountedusing a current pre-tax rate that reflects, whenappropriate, the risks specific to the liability. Whendiscounting is used, the changes in the provision due tothe passage of time are recognised as finance cost.Contingent liabilities are disclosed in the case of:
a) a present obligation arising from the past events,when it is not probable that an outflow of resourceswill be required to settle the obligation;
b) a present obligation arising from the past events,when no reliable estimate is possible; and
c) a possible obligation arising from past events,unless the probability of outflow of resources isremote.
Contingent assets are not recognised but disclosed inthe financial statements when an inflow of economicbenefit is probable.
Retirement benefit in the form of contribution toprovident fund and pension fund are charged tostatement of Profit and Loss.
Gratuity is the nature of a defined benefit plan.Provision for gratuity is calculated on the basis ofactuarial valuation carried out at reporting dateand is charged to statement of profit and loss.The actuarial valuation is computed using theprojected unit credit method.
Re-measurements, comprising of actuarialgains and losses, the effect of the asset ceiling,excluding amount included in net interest on thenet defined benefit liability and the return on planassets (excluding amount included in net intereston the net defined benefit liability) are recognisedimmediately in the Balance Sheet with acorresponding debit or credit to retained earningsthrough OCI in the period in which they occur. Re¬measurement is not reclassified to profit or loss insubsequent periods.
C. Other employee benefits (unfunded)
Leave encashment is recognised as an expensein the statement of profit and loss account as andwhen they accrue. The Company determines theliability using the projected unit credit methodwith actuarial valuations carried out as at balancesheet date.
The Company derives its revenue from sale ofmanufactured goods & traded goods primarily fromsteel segment and also from royalty services in respectof franchisee arrangement. The Company recognisesrevenue from sale of products & services at a timewhen performance obligations are satisfied and upontransfer of control of promised products and servicesto the customer as per the contract, in an amount thatreflects the consideration, the Company expects toreceive in exchange for their products or services. TheCompany disaggregates the revenue based on natureof products.
The revenue from sale of goods and services is net ofvariable consideration on account of various discountsand schemes offered by the Company.
Royalty income is recognised as per the contract whenthe goods are sold by the franchisee.
Sale of Power is recognised as per the agreement ratesas per contract based on the unit produced.
Interest income is recognised using the EIR method.The EIR is the rate that exactly discounts estimatedfuture cash receipts through the expected life of thefinancial asset to the gross carrying amount of afinancial asset. When calculating the effective interestrate, the Company estimates the expected cash flowsby considering all the contractual terms of the financialinstruments (for example, prepayment, extension, calland similar options) but does not consider the expectedcredit loss.
Income tax expenses comprise current tax expensesand the net change in the deferred tax asset orliabilities during the year. Current and deferred taxare recognised in statement of profit and loss, exceptwhen they relate to items that are recognised in othercomprehensive income or directly in equity, in whichcase, the current and deferred tax are also recognisedin other comprehensive income or directly in equityrespectively.
The Company provides current tax based on theprovisions of the Income Tax Act, 1961 applicable tothe Company.
Deferred tax is recognised using the balance sheetapproach. Deferred tax assets and liabilities arerecognised for deductible and taxable temporarydifferences arising between the tax base of assets andliabilities and their carrying amount.
Deferred tax liabilities are recognised for all taxabletemporary differences.
Deferred tax assets are recognised for all deductibletemporary differences, the carry forward of unusedtax credits and any unused tax losses. Deferred taxassets are recognised to the extent that it is probablethat taxable profit will be available against whichthe deductible temporary differences, and the carryforward of unused tax credits and unused tax lossescan be utilised.
The carrying amount of deferred tax assets is reviewedat each reporting date and reduced to the extent that it
is no longer probable that sufficient taxable profit willbe available to allow all or part of the deferred tax assetto be utilised. Unrecognised deferred tax assets are re¬assessed at each reporting date and are recognisedto the extent that it has become probable that futuretaxable profits will allow the deferred tax assets to berecovered.
Deferred tax assets and liabilities are measured at thetax rates that are expected to apply in the year when theasset is realized or liability is settled, based on tax rates(and tax laws) that have been enacted or substantiallyenacted at the reporting date.
Deferred tax relating to items recognised outsideprofit or loss is recognised outside profit or loss (eitherin other comprehensive income (loss) or in equity).Deferred tax items are recognised in correlation to theunderlying transaction either in OCI or directly in equity.Deferred tax assets and deferred tax liabilities are offsetif a legally enforceable right exists to set off current taxassets against current tax liabilities and the deferredtaxes relate to the same taxable entity and the sametaxation authority.
In accordance with Ind AS 116, the Companyrecognises right of use assets representing its rightto use the underlying asset for the lease term at thelease commencement date. The cost of right of useasset measured at inception shall comprise of theamount of the initial measurement of the lease liabilityadjusted for any lease payments made at or beforecommencement date less any lease incentive receivedplus any initial direct cost incurred and an estimateof cost to be incurred by lessee in dismantling andremoving underlying asset or restoring the underlyingasset or site on which it is located. The right of use assetis subsequently measured at cost less accumulateddepreciation, accumulated impairment losses, ifany, and adjusted for any re-measurement of leaseliability. The right of use assets is depreciated using thestraight-line method from the commencement dateover the shorter of lease term or useful life of right ofuse asset. The estimated useful lives of right of use
assets are determined on the same basis as those ofproperty, plant and equipment. Right of use assets aretested for impairment whenever there is any indicationthat their carrying amounts may not be recoverable.Impairment loss, if any, is recognised in statement ofprofit and loss.
The Company measures the lease liability at the presentvalue of the lease payments that are not paid at thecommencement date of lease. The lease payments arediscounted using the interest rate implicit in the lease,if that rate can be readily determined. If that rate cannotbe readily determined, the Company uses incrementalborrowing rate.
The lease liability is subsequently re-measured byincreasing the carrying amount to reflect intereston lease liability, reducing the carrying amount toreflect the lease payments made and re-measuringthe carrying amount to reflect any reassessment orlease modification or to reflect revised-in-substancefixed lease payments. The Company recognisesamount of re-measurement of lease liability due tomodification as an adjustment to write off use assetand statement of profit and loss depending upon thenature of modification. Where the carrying amountof right of use assets is reduced to zero and there isfurther reduction in measurement of lease liability, theCompany recognises any remaining amount of the re¬measurement in statement of profit and loss.
The Company has elected not to apply the requirementsof Ind AS 116 to short term leases of all assets that havea lease term of 12 months or less unless renewable onlong term basis and leases for which the underlyingasset is of low value. The lease payments associatedwith these leases are recognised as an expense overlease term.
Ministry of Corporate Affairs ("MCA") notifies newstandards under companies (Indian AccountingStandards) Rules as issued from time to time. For theyear ended 31st March, 2025, MCA has not notifiedany new standards or amendments to the existingstandards applicable to the Company.
The repayment of equity share capital in the event of Liquidation and buy back of Shares are possible subject to prevalentregulations. In the event of Liquidation, normally the equity shareholders are eligible to receive the remaining assets of theCompany after distribution of all preferential amount, in proportion of shareholding.
The Company has not allotted any fully paid up shares pursuant to contract(s) without payment being received in cash.The Company has neither allotted any fully paid up shares by way of bonus shares nor has bought back any class ofshares during the period of five years immediately preceding the balance sheet date.
(d) Dividend
The Company declares and pays dividends in Indian Rupees. The dividend proposed by the Board of Directors is subject tothe approval of the shareholders in the ensuing Annual General Meeting except in case of interim dividend. The remittanceof dividends outside India is governed by Indian law on foreign exchange.
The amount of per share dividend recognised as distributions to equity shareholders during FY 2024-25 pertaining to FY2023-24 amounted to ' 554.77 Lakhs have been shown as deduction from retained earning.
The Board of Directors of the Company in their meeting held on 7th May, 2025 have proposed a dividend @ 25% i.e.' 0.25/- per equity share for the financial year ended 31st March, 2025, which are subject to the approval of shareholdersat the AGM.
e) Share warrants
(i) The Company has issued and allotted 27,50,000 (Twenty Seven Lakh Fifty Thousand only) share warrant convertible intoequivalent number of equity shares, having face value of ' 10/- per equity shares, within a period of 18 months from thedated of allotment i.e 22nd February, 2024 at an issue price of ' 353/- (Rupees Three Hundred and Fifty three Only) (includingpremium of ' 343/- each) to individual (Non-Promoters) and Public-FPIs (Non-Promoters). The Company has received' 2426.88 lakhs being 25% of the total amount payable towards subscription of the warrants from all the allotees in FY2023-24.
During the year ended 31st March 2025, the Company has received an amount of ' 2125.41 lakhs towards conversion of8,02,800 warrants into equity shares (out of 27,50,000 warrants allotted on 22nd February, 2024 at an issue price of ' 353/-per warrant) on 28th June, 2024. The utilization of the proceeds from issue of warrants and its abovesaid conversion intoequity shares have been given below:
ii) Demand of' 156.30 lakhs has determined u/s 74 and 50 of CGST Act, 2017 for FY 2017-18 & 2018-19 , out of which' 3.35 lakhs has been deposited under protest, appeal against orders, have been filied to appropriate authority by theCompany
iii) Demand of' 47.83 lakhs has been determined u/s 73 and 50 of CGST Act, 2017 for FY 2020-21. Appeal for rectificationof Order filed on 2nd April, 2025.
c) The Company vide its termination letter dated 19th September, 2024 had terminated all MOUs, Agreements and LicenseUser Agreement dated 29th January, 2021 with Ashiana Ispat Limited. The litigations are currently sub-judice with theCourts. However, based on the legal opinion obtained by the Company, these litigations will have no material impact onthe financial statements.
The Company deposit an amount determined a fixed percentage on salary paid of every month to the state administerdprovident fund, employee state insurance and labour welfare fund for the benefit of employees.The total amount recognisedin statement of profit and loss during the financial year is ' 121.59 lakhs (31st March, 2024: ' 121.23 lakhs) and is included innote 32 " Employees benefit expenses".
The Company’s activities expose it to variety of financial risks viz. Credit risk, liquidity risk and market risk. These risks aremanaged by the senior management of the Company supervised by the Board of Directors to minimize potential adverseeffects on the financial performance of the Company.
The Company’s principal financial liabilities comprise lease liabilities, trade payables, security deposits received, other payablesetc. The main purpose of these financial liabilities is to manage finances for the Company’s operations. The Company’sprincipal financial assets include investments, trade receivables, unbilled revenue, cash and cash equivalents etc. that derivedirectly from its operations.
The Company has exposure to the following risks arising from financial instruments:
1) Credit risk
2) Liquidity risk
3) Market risk
The Company extends credit to customers in normal course of business. The Company considers factors such ascredit track record in the market and past dealings for extension of credit to customers. The Company monitors thepayment track record of the customers. Outstanding customer receivables are regularly monitored.
Credit risk from cash and cash equivalents and bank deposits is considered immaterial in view of the credit worthiness ofthe banks, the Company works with. The Company has specific policies for managing customer credit risk on an ongoingbasis; these polices factor in the customer’s financial position, past experience and other customer specific factors.Financial instruments that are subject to concentration of credit risk principally consists of trade receivables, investments,Loans, security deposit paid and other financial assets. None of the financial instruments of the Company results inmaterial concentration of credit risk.
Financial assets are written off when there is no reasonable expectation of recovery, such as a debtor failing to engagein a repayment plan with the Company. The Company makes provision for doubtful debt or writes off, when a debtor failsto make contractual payments based on provisioning matrix. When loans or receivables have either been provided foror written off, the Company continues to engage in enforcement activity to attempt to recover the receivable due. Whenrecoveries are made, these are recognised in statement of profit and loss. The Company has followed expected credit loss(ECL) model to provide for provision for ECL allowance.
Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financialliabilities that are settled by delivering cash and another financial asset. The Company’s approach to managing liquidity isto ensure as far as possible that it will have sufficient liquidity to meet its liabilities when they are due, under both normaland stressed condition, without incurring unacceptable losses or risking damage to the Company’s reputation.
Ultimate responsibility for liquidity risk management rests with the board of directors, who has established an appropriateliquidity risk management framework for the management of the Company’s short-term, medium-term and long-termfunding and liquidity management requirements. The Company manages liquidity risk by maintaining adequate reserves,banking facilities and by continuously monitoring forecast and actual cash fows, and by matching the maturity profiles offinancial assets and liabilities.
The below table provide the detail regarding the remaining contractual maturities of financial liabilities at the reporting datebased on contractual undiscounted payments. The contractual maturities based on the earliest date on which Companymay be required to pay.
Market risk is the risk that changes in the market prices such as foreign currency risk, interest risk, equity price andcommodity prices. The market risk will affect the Company’s income or value of its holding of financial instruments. Theobjective of the market risk management is to manage and control market risk exposure within acceptable parameters,while optimizing the returns.
i) Commodity risk
Demand/supply risk are inherent in the prices of Ingot/Billet, the main raw material and also the prices of TMT bar,the main product in Steel segment. The requirement of raw material is sourced on spot basis so as to float withfluctuations in the market and to guard against price volatility. The Company has also linked its sales to raw materialprices so that the Company has adequate cushion to protect its margin in the event of any increase/decrease in rawmaterial costs.
ii) Interest rate risk
Interest rate is the risk that fair value or future cash flows of a financial instrument will fluctate because of changesin interest rate. There is no borrowings of funds by the Company during the year hence there is no interest rate risk.
iii) Price Related Risk
The Company’s exposure to price risk arises for investment in equity shares, portfolio management services, mutualfunds, bonds and other debts held by the Company. To manage its price risk arising from the above investments, theCompany diversifies its portfolio.
vi) Foreign Exchange Risk
The Company do not have any foreign currency exposure as at 31st March, 2025.
The Company’s policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence and tosustain future development of the business. The Company have sufficient surplus to meet its business interest and any capitalrisk in future.
During the year, The Company has not availed debts therefore gearing ratio (debt to total equity ratio) is not applicable forcurrent year.
(i) The Board of Directors of the Company have recommended a dividend @ 0.25 per equity share for the financial year
ended 31st March, 2025 for the approval of shareholders. The actual dividend outgo will be dependent on share capital
outstanding as on record date.
(ii) The Company had allotted 40,00,000 equity shares of face value of ' 1 each, as fully paid-up shares at a price of ' 35.30
per equity share, consequent upon the conversion of 4,00,000 Warrants issued earlier at an Issue price of ' 353/- each,
after adjusting the number of shares, paid-up capital per share and premium per share post sub-division of nominal valueof the equity share of the Company from 1 Equity Share of ' 10/- each to 10 Equity Shares of ' 1/- each, upon conversionof equivalent number of Warrants and after making necessary adjustment of Sub-division of equity shares. Company hadreceived remaining 75% (i.e ' 26.475 per share) amount of ' 1059 lakhs.
As per our report of even date attached For and on behalf of Board of Directors of Kamdhenu Limited
Chartered Accountants (Satish Kumar Agarwal) (Sunil Kumar Agarwal)
Firm Registration No. 000756N / N500441 Chairman & Managing Director Whole Time Director
DIN: 00005981 DIN: 00005973
Sd/- Sd/- Sd/-
Sunil Wahal (Harish Kumar Agarwal) (Khem Chand)
Partner Chief Financial Officer Company Secretary
Membership No. 087294 ICAI M. No. 075505 M.No.- F10065
Place: Gurugram
Date : 7th May, 2025