We have audited the accompanying financial statementsof Kamdhenu Limited (the "Company"), which comprisethe balance sheet as at 31 March, 2025, the statement ofprofit and loss (including other comprehensive income),the statement of changes in equity and statement of cashflows for the year then ended, and notes to the financialstatements, including a summary of material accountingpolicies and other explanatory information (hereinafterreferred to as the "financial statements").
In our opinion and to the best of our information andaccording to the explanations given to us, the aforesaidfinancial statements give the information required by theCompanies Act, 2013, as amended ("the Act") in the mannerso required and give a true and fair view in conformity withthe accounting principles generally accepted in India, of thestate of affairs of the Company as at 31 March, 2025, itsprofit including other comprehensive income, its cash flowsand the changes in equity for the year ended on that date.
We conducted our audit of financial statements inaccordance with the Standards on Auditing (SAs), specifiedunder section 143(10) of the Act. Our responsibilities underthose standards are further described in the 'Auditor’sResponsibilities for the Audit of the Financial Statements’section of our report. We are independent of the Company inaccordance with the 'Code of Ethics’ issued by the Instituteof Chartered Accountants of India (ICAI) together with theethical requirements that are relevant to our audit of thefinancial statements under the provisions of the Act andthe Rules thereunder, and we have fulfilled our other ethicalresponsibilities in accordance with these requirements andthe Code of Ethics. We believe that the audit evidence wehave obtained is sufficient and appropriate to provide a basisfor our opinion on the financial statements.
Key audit matters are those matters that, in our professionaljudgment, were of most significance in our audit of thefinancial statements of the current period. These matterswere addressed in the context of our audit of the financialstatements as a whole, and in forming our opinion thereon,and we do not provide a separate opinion on these matters.
We have determined that there are no key audit matters to becommunicated in our report.
The Company’s Management and Board of Directors isresponsible for the other information. The other informationcomprises the information included in the Company’sAnnual Report but does not include the financial statementsand our auditor’s report thereon.
The Annual Report is expected to be made available to usafter the date of this Auditors’ Report. Our opinion on thefinancial statements does not cover the other informationand we will not express any form of assurance conclusionthereon.
In connection with our audit of the financial statements, ourresponsibility is to read the other information identified aboveand, in doing so, consider whether the other informationis materially inconsistent with the financial statements orour knowledge obtained during the course of our audit orotherwise appears to be materially misstated.
When we read the Annual Report, if we conclude that thereis a material misstatement therein, we are required tocommunicate the matter to those charged with governance.
The Company’s Management and Board of Director’s areresponsible for the matters stated in Section 134(5) of the Actwith respect to the preparation of these financial statementsthat give a true and fair view of the financial position, financialperformance including other comprehensive income, cashflows and changes in equity of the Company in accordancewith the accounting principles generally accepted in India,including the Indian Accounting Standards (Ind AS) specifiedunder Section 133 of the Act read with relevant Rules issuedthereunder.
This responsibility also includes maintenance of adequateaccounting records in accordance with the provisions ofthe Act for safeguarding of the assets of the Company andfor preventing and detecting frauds and other irregularities;selection and application of appropriate accounting policies;making judgments and estimates that are reasonable andprudent; and design, implementation and maintenance ofadequate internal financial controls, that were operatingeffectively for ensuring the accuracy and completenessof the accounting records, relevant to the preparation and
presentation of the financial statements that give a true andfair view and are free from material misstatement, whetherdue to fraud or error.
In preparing the financial statements, Board of Directors isresponsible for assessing the Company’s ability to continueas a going concern, disclosing, as applicable, mattersrelated to going concern and using the going concern basisof accounting unless Board of Director’s either intends toliquidate the Company or to cease operations, or has norealistic alternative but to do so.
Those Board of Directors are also responsible for overseeingthe Company’s financial reporting process.
Our objectives are to obtain reasonable assurance aboutwhether the financial statements as a whole are free frommaterial misstatement, whether due to fraud or error,and to issue an auditor’s report that includes our opinion.Reasonable assurance is a high level of assurance, but isnot a guarantee that an audit conducted in accordance withSAs will always detect a material misstatement when itexists. Misstatements can arise from fraud or error and areconsidered material if, individually or in the aggregate, theycould reasonably be expected to influence the economicdecisions of users taken on the basis of these financialstatements.
As part of an audit in accordance with SAs, we exerciseprofessional judgment and maintain professional skepticismthroughout the audit. We also:
• Identify and assess the risks of material misstatementof the financial statements, whether due to fraud orerror, design and perform audit procedures responsiveto those risks, and obtain audit evidence that is sufficientand appropriate to provide a basis for our opinion. Therisk of not detecting a material misstatement resultingfrom fraud is higher than for one resulting from error,as fraud may involve collusion, forgery, intentionalomissions, misrepresentations, or the override ofinternal control.
• Obtain an understanding of internal financial controlrelevant to the audit in order to design audit proceduresthat are appropriate in the circumstances. Undersection 143(3)(i) of the Act, we are also responsible forexpressing our opinion on whether the Company hasadequate internal financial controls system in placeand the operating effectiveness of such controls.
• Evaluate the appropriateness of accounting policiesused and the reasonableness of accounting estimatesand related disclosures made by Management andBoard of Director’s.
• Conclude on the appropriateness of Management andBoard of Director’s use of the going concern basis ofaccounting and, based on the audit evidence obtained,whether a material uncertainty exists related to eventsor conditions that may cast significant doubt on theCompany’s ability to continue as a going concern. Ifwe conclude that a material uncertainty exists, we arerequired to draw attention in our auditor’s report to therelated disclosures in the financial statements or, if suchdisclosures are inadequate, to modify our opinion. Ourconclusions are based on the audit evidence obtainedup to the date of our auditor’s report. However, futureevents or conditions may cause the Company to ceaseto continue as a going concern.
• Evaluate the overall presentation, structure and contentof the financial statements, including the disclosures,and whether the financial statements represent theunderlying transactions and events in a manner thatachieves fair presentation.
We communicate with those charged with governanceregarding, among other matters, the planned scope andtiming of the audit and significant audit findings, includingany significant deficiencies in internal control that we identifyduring our audit.
We also provide those charged with governance with astatement that we have complied with relevant ethicalrequirements regarding independence, and to communicatewith them all relationships and other matters that mayreasonably be thought to bear on our independence, andwhere applicable, related safeguards.
From the matters communicated with those charged withgovernance, we determine those matters that were of mostsignificance in the audit of the financial statements of thecurrent period and are therefore the key audit matters. Wedescribe these matters in our auditor’s report unless law orregulation precludes public disclosure about the matter orwhen, in extremely rare circumstances, we determine that amatter should not be communicated in our report becausethe adverse consequences of doing so would reasonably beexpected to outweigh the public interest benefits of suchcommunication.
1. As required by the Companies (Auditor’s Report) Order,2020 ("the Order") issued by the Central Governmentof India in terms of section 143(11) of the Act, we givein the Annexure A, a statement on matters specified inparagraph 3 and 4 of the Order to the extent applicable.
2. As required by Section 143(3) of the Act, we report that:
(a) We have sought and obtained all the informationand explanations which to the best of ourknowledge and belief were necessary for thepurposes of our audit.
(b) In our opinion, proper books of account asrequired by law have been kept by the Companyso far as it appears from our examination of thosebooks except for the matters stated in paragraph2(i)(vi) below on reporting under Rule 11(g) of theCompanies (Audit and Auditors) Rules, 2014 asamended.
(c) The balance sheet, the statement of profit andloss (including other comprehensive income)statement of changes in equity and the statementof cash flow dealt with by this Report are inagreement with the books of account.
(d) In our opinion, the aforesaid financial statementscomply with the Ind-AS specified under Section133 of the Act, read with relevant Rules issuedthereunder;
(e) On the basis of the written representationsreceived from the directors as on 01 April, 2025taken on record by the Board of Directors, none ofthe directors is disqualified as on 31 March, 2025from being appointed as a director in terms ofSection 164 (2) of the Act.
(f) The modifications relating to the maintenance ofaccounts and other matters connected therewithare as stated in the paragraph 2(b) above onreporting under Section 143(3)(b) of the Act andparagraph 2(i)(vi) below on reporting under Rule11(g) of the Co Companies (Audit and Auditors)Rules, 2014.
(g) With respect to the adequacy of the internalfinancial controls with reference to financialstatements of the Company and the operatingeffectiveness of such controls, refer to ourseparate Report in "Annexure B" to this report.Our report expresses an unmodified opinion on
the adequacy and operating effectiveness ofthe Company’s internal financial controls withreference to financial statements.
(h) In our opinion, and according to the informationand explanations given to us, the managerialremuneration paid by the Company to its directorduring the current year is in accordance with therequisite approvals mandated by the provisions ofsection 197 read with Schedule V of the Act.
(i) With respect to the other matters to be includedin the Auditor’s Report in accordance with Rule11 of the Companies (Audit and Auditors) Rules,2014, as amended in our opinion and to the best ofour information and according to the explanationsgiven to us:
i. The Company has disclosed the impact ofpending litigations as at 31 March, 2025 on itsfinancial position in its financial statements.Refer note 39 to the financial statements.
ii. The Company did not have any long-termcontracts including derivative contracts forwhich there were any material foreseeablelosses.
iii. There has been no delay in transferringamounts, required to be transferred, to theInvestor Education and Protection Fund bythe Company.
iv. (a) The management has represented that,
to the best of its knowledge and belief,as disclosed in Note no. 48 of notes tothe financial statements, no funds havebeen advanced or loaned or invested(either from borrowed funds or sharepremium or any other sources or kindof funds) by the company to or in anyother person(s) or entity(ies), includingforeign entities ("Intermediaries"), withthe understanding, whether recordedin writing or otherwise, that theIntermediary shall, whether, directlyor indirectly lend or invest in otherpersons or entities identified in anymanner whatsoever by or on behalf ofthe company ("Ultimate Beneficiaries")or provide any guarantee, securityor the like on behalf of the UltimateBeneficiaries;
(b) The management has represented, that,to the best of its knowledge and belief,as disclosed in note no. 48 of notes tothe financial statements, no funds havebeen received by the Company fromany person(s) or entity(ies), includingforeign entity ("Funding Parties"), withthe understanding, whether recorded inwriting or otherwise, that the companyshall, whether, directly or indirectly, lendor invest in other persons or entitiesidentified in any manner whatsoeverby or on behalf of the Funding Party("Ultimate Beneficiaries") or provide anyguarantee, security or the like on behalfof the Ultimate Beneficiaries;
(c) Based on the audit proceduresperformed that have been consideredreasonable and appropriate in thecircumstances, nothing has cometo our notice that has caused us tobelieve that the representations undersub-clause (i) and (ii) of Rule 11(e), asprovided under (iv)(a) and(iv)(b) above,contain any material misstatement.
v. The final dividend paid by the Company during
the year, in respect of the same declaredfor the previous year is in accordance withsection 123 of the Act to the extent it appliesto payment of dividend. As stated in note15 (d) in the financial statements, the Boardof Directors of the Company has proposed
final dividend for the year which is subject tothe approval of the members at the ensuingAnnual General Meeting. The dividenddeclared is in accordance with section 123 ofthe Act to the extent it applies to declarationof dividend.
vi. Based on our examination, which includedtest checks, the Company has used anaccounting software for maintaining itsbooks of account for the financial year ended31 March, 2025 which has a feature ofrecording audit trail (edit log) facility andthe same has been operating for all relevanttransactions recorded in the softwarethroughout the year except at the database level (Refer note 49 of the financialstatement). Additionally, the audit trail hasbeen preserved by the company as per thestatutory requirements for record retention.
For S S KOTHARI MEHTA & CO. LLP
Chartered AccountantsFirm’s Registration No. 000756N/N500441
Sd/-Sunil Wahal
Partner
Membership No. 087294
Place: New DelhiDate: May 07, 2025UDIN : 25087294BMLBIQ3375