Your directors are pleased to present the 31^st Annual Report of Kamdhenu Limited ('the Company') along with the Audited
Financial Statements and the Auditor’s Report thereon for the financial year ended 31^st March, 2025

1. STATE OF COMPANY'S AFFAIRS AND FINANCIAL PERFORMANCE OF THE COMPANY.

The financial highlights of your Company for the financial year ended 31 st March, 2025, and for the previous financial year
ended 31^st March, 2024, are as follows;

*The Company sub-divided its equity shares from a face value of ' 10/- each to ' 1/- each in the 1:10 ratio, as approved by shareholders
on 11^th December, 2024.

During the year under review, the total Income of the
Company for the Financial Year 2024-25 stood at
' 75,794.51 Lakhs which is higher over the previous
years' revenue of ' 73,829.48 Lakhs. The revenue of
the Company on a year-to-year basis grew by 2.66%.
The EBIDTA of the Company is ' 7541.60 Lakhs as
compared to ' 5896.51 Lakhs of previous year and
thereby EBIDTA has shown an increase of 27.90% on
year-to-year basis.

The Profit after Tax (PAT) attributable to the
Shareholders of the Company for the Financial Year
2024-25 stood at ' 6,086.74 Lakhs as compared
with the previous Financial Year 2023-24 which was
' 5,013.35 Lakhs. The PAT of the Company on a year-
to-year has increased by 21.41%. The Net worth of your
Company as on 31^st March, 2025 stood at ' 31,634.63
Lakhs as against ' 23738.76 Lakhs as of 31^st March,
2024 witnessing a growth of 33.26% on year to year
basis.

2. OPERATIONAL PERFORMANCE AND BUSINESS
REVIEW

India's steel industry is at a transformative stage,
playing a critical role in the country's economic growth
and global industrial positioning. Backed by strong
policy support and robust domestic demand across
sectors, the industry is undergoing a significant
structural shift, driven by infrastructure expansion,
housing development, and manufacturing growth.
The housing and urbanization sector continues to

be a key driver, supported by initiatives such as the
Pradhan Mantri Awas Yojana (PMAY) and RBI reforms
aimed at improving housing affordability. Rising urban
population and residential construction are expected
to significantly boost steel consumption. India’s
infrastructure and energy ambitions, including mega
projects like High-Speed Rail Corridors and the target of
500 GW renewable energy capacity by 2030, are further
contributing to demand for steel-intensive construction
and transmission systems.

Kamdhenu Limited's strategic focus on its Franchisee
Model has been a cornerstone of its operational
success. The Company boasts a network of over 80
Franchisee Units, with ongoing plans for continued
expansion. This model has enabled the Company to
effectively penetrate and succeed in regional markets
within the middle-tier steel segment.

The Management of the Company has proactively
pursued growth strategies to elevate the steel
business, aiming to deliver value to both shareholders
and stakeholders. This focused approach underscores
the Company's commitment to sustained growth and
development in its core business area.

Kamdhenu TMT continues to hold its position as the
largest TMT selling brand in the retail segment across
India, backed by a robust network and strong consumer
trust. An ISO 9001:2015 certified company, Kamdhenu's
steel products are manufactured in strict adherence to
BIS Standard IS 1786:2008, ensuring consistent quality
and reliability. As a diversified leader in the Indian steel

and decorative paints products, Kamdhenu specializes
in the manufacturing, distribution, marketing, and
branding of a wide range of high-quality products.

With a widespread network of over 10,000 exclusive
steel dealers across urban and rural markets,
Kamdhenu has achieved exceptional brand visibility
and market penetration. The Company reported a
brand turnover over ' 22,000 Crores for Financial Year
2024-25, reaffirming its leadership and resilience in the
Indian steel industry.

3. DIVIDEND

Declaration and Payment of Dividend for the year:

Based on the Company’s performance, the Board of
Directors are pleased to recommend a final dividend
at the rate of 25% i.e ' 0.25/- per equity share of face
value of ' 1/- each fully paid up, on the equity share
capital of the Company for the financial year ended
31^st March, 2025, subject to their approval at the ensuing
31^st Annual General Meeting ("AGM"). Pursuant to the
Finance Act, 2020, dividend income is taxable in the hands
of the members w.e.f. 1^st April, 2020 and the Company
is required to deduct tax at source from dividend paid
to the Members at prescribed rates as per the Income
Tax Act, 1961. No tax will be deducted on payment of
dividend to the resident individual shareholder if the
total dividend, paid during financial year 2025-26, does
not exceed ' 10,000/-. A Communication with respect
to the Tax Deduction at Source (TDS) on Dividend
payout was sent to the shareholders by e-mail on
6^th August, 2025.

Dividend Distribution Policy:

The final Dividend recommended by the Board of
Directors, subject to the approval of Shareholders is
in line with the Dividend Distribution Policy adopted by
the Board of Directors in terms of the Regulation 43A of
SEBI (Listing Obligations and Disclosure Requirements)
Regulation, 2015. The Company has also made
available Dividend Distribution Policy on the website of
the Company at:

https://www.kamdhenulimited.com/Financial-
Results/Dividend Distribution Policy.pdf

4. TRANSFER TO RESERVES

The General Reserve serves as a crucial component of
the Company's financial strength, providing a buffer for
unforeseen circumstances and enabling the funding of
various corporate objectives without relying solely on
external financing.

During the financial year 2024-25, Kamdhenu Limited
has made appropriations to its reserves, reflecting its
prudent financial management and commitment to
strengthening its financial position. The closing balance
of the retained earnings, which forms part of 'Other
Equity' in the Financial Statement of the Company for
Financial Year 2024-25, stood at ' 27,142.39 Lakhs.
This figure represents the accumulated earnings
retained within the business for future investment or to
absorb potential losses. During the year under review,
the Company transferred ' 6,086.74 Lakhs from its
profits to the General Reserve.

5. STATEMENT ON INVESTOR EDUCATION AND
PROTECTION FUND

In terms of the provisions of Section 124 of the
Companies Act, 2013 ('Act') read with Investor
Education and Protection Fund Authority (Accounting,
Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules")
read with the relevant circulars and amendments
thereto, the amount of dividend transferred to the
Unpaid Dividend Account of a Company, which remains
unclaimed / un-paid for a period of seven years
from the date of such transfer, shall be transferred
statutorily along with interest accrued, if any, thereon
to the Investor Education and Protection Fund ('IEPF')
administered by the Central Government. Further,
according to the IEPF Rules, the shares in respect of
which dividends has not been en-cashed or claimed
by the Shareholders for seven consecutive years or
more, are also required to be transferred to the demat
account created by the IEPF Authority, within a period
of 30 days from which the shares become due for
transfer to the IEPF. To ensure maximum disbursement
of unclaimed dividend, the Company sends reminders
to the concerned Shareholders at appropriate intervals.
During the year under review, the Company, in
compliance with the provisions of Section 124 of
the Companies Act and the applicable IEPF Rules,
transferred 1,434 equity shares to the IEPF Authority.
Further, during Financial Year 2024-25, the shareholders
approved a sub-division of equity shares in the ratio of
1:10 (1 equity share of face value ' 10 each split into 10
equity shares of face value ' 1 each) at their meeting
held on 11^th December, 2024. Accordingly, 37,152 equity
shares of ' 10 each already transferred to and held

with the IEPF Authority were sub-divided into 3,71,520
equity shares of ' 1 each and the said Corporate Action
approved on 9^th January, 2025 and thereafter credited
to the demat account of the IEPF Authority maintained
with NSDL.

During the year under review, an amount of ' 2,75,753,
being unpaid/unclaimed dividends for a consecutive
period of seven years, was transferred to the IEPF.
Additionally, an amount of ' 75,290 was transferred to
the IEPF on account of dividend pertaining to shares
that were with the IEPF Authority on record date.

The details of such shares are available on the website
of the Company at https://www.kamdhenulimited.
com/investor-info.php

The Shareholders are requested to check the list
uploaded on the website of the Company for the amount
of dividend which remain unpaid and if any dividend
are due to them remains unpaid in terms of said lists,
they can approach the Company/ Registrar and Share
Transfer Agent of the Company i.e. Kfin Technologies
Limited, for release of their unpaid dividend.

Refund process guidelines to facilitate the Claimants
refund by IEPF Authority has been provided in the
Corporate Governance section, forming part of this
Annual Report.

6. MATERIAL CHANGES AND FINANCIAL
COMMITMENTS.

No material changes have been occurred and/ or
commitments have been made, during the period
between end of the financial year till the date of this
report, which may affect the financial position of the
Company.

7. SHARE CAPITAL
Allotment of Equity Shares

During the year under review, Company has allotted
8,02,800 Equity Shares of ' 10 each, at an issue price of
' 353/- per share, including a premium of ' 343/, upon
conversion of equivalent number of Warrants, in respect
of which the remaining 75% of the total consideration
payable against each warrant(s) has been received
from the respective allottees.

Sub-division/Split of Equity Shares

During the year ended 31^st March, 2025, the Board
of Directors of the Company at their meeting held on

11^th November, 2024, had considered and approved
Sub-division/Split of Equity Shares of Company in the
ratio of (1:10) therefore 1 (One) Equity Share having
face value of ' 10 (Rupees Ten) each be sub-divided/
split into 10 (Ten) Equity Shares having face value of
' 1 (Rupee One) each and the aforesaid Sub-division/
split was duly approved by the Shareholders of the
Company at their 01/2024-25 Extra-Ordinary General
meeting held on 11^th December, 2024. The Record date
for the said Sub-division/Split of Equity Shares was
8^th January, 2025. As a result of the aforementioned
corporate actions, the share capital structure of the
Company as of 31^st March, 2025, is as follows:
Authorized Capital: The Authorized Capital of the
Company is ' 46,30,00,000 divided into 34,80,00,000
Equity Shares of ' 1/- each and 1,15,00,000 Preference
Shares of ' 10/- each.

Issued, Subscribed, and Paid-up Capital: As of

31^st March, 2025, the Issued, Subscribed, and Paid-
up Capital of the Company is ' 27,73,83,000 (Rupees
Twenty Seven Crore Seventy Three Lakhs Eighty Three
Thousand Only), divided into 27,73,83,000 Equity
Shares of face value of ' 1/- each.

During the period between the end of the financial
year and date of this report the Company has allotted
40,00,000(Forty Lakhs) equity Shares of face value of
' 1 each pursuant to conversion of warrants into equity
on receipt of remaining 75% amount (i.e. ' 26.475, after
making adjustment of Sub-division). Consequently,
as on date of this report, the issued, subscribed
and paid-up Equity Share Capital of the Company is
' 28,13,83,000/- (Rupees Twenty Eight Crore Thirteen
Lakh Eighty Three Thousand only) comprising of
28,13,83,000 (Twenty Eight Crore Thirteen Lakh Eighty
Three Thousand) Equity Shares of face value of ' 1/-
each.

Other Confirmations:

a. Issue of equity shares with differential rights:

Your Company has not issued any equity shares
with differential rights during the year under
review.

b. Issue of sweat equity shares: Your Company has
not issued any sweat equity shares during the
year under review.

c. Issue of employee stock options: Your Company
has not issued any employee stock option.

d. Provision of money by Company for purchase of
its own shares by employees or by trustees for
the benefit of employees: Your Company has not
made any provision of money for purchase of its
own shares by employees or by trustees for the
benefit of employees during the year under review.

8. PUBLIC DEPOSITS

During the year under review, your company has not
invited or accepted any public deposits within the
meaning of Section 73 of the Companies Act, 2013 read
with rules framed thereunder. Further, no amount on
account of principal or interest on deposits from public
was outstanding as on the date of the balance sheet.

9. PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS

Particulars of loans granted, guarantees provided,
securities offered, and investments made by the
Company, if any, in other corporate entities, as per
the provisions of Section 186 of the Companies Act,
2013 and the applicable rules, have been appropriately
disclosed in the Financial Statements for Financial Year
2024-25. These transactions are in compliance with
the requirements of the aforementioned section.

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review, there were no changes to
the composition of the Board of Directors.

In accordance with the provision of Section 152 of the
Companies Act, 2013 and Article 103 of the Articles
of Association of the Company, Shri Saurabh Agarwal
(DIN:00005970) would be retiring as a director by
rotation and being eligible for re-appointment, has
offered himself for re-appointment. His reappointment
as a rotational director, shall be deemed to be
continuance of his term as Non-Executive Director,
without any break. Based on the recommendation of
the Nomination and Remuneration Committee, the
Board of Directors recommends his re-appointment for
consideration by the shareholders of the Company at
the ensuing AGM.

Further during the period between the end of the
financial year and date of this report, the Board
approved re-appointment of Shri Baldev Raj Sachdeva
(DIN: 00016325) Independent Director, for a second
term of 5 years from 2^nd May, 2026 to 1^st May, 2031 for

which the approval of Members is being sought at the
ensuing AGM.

All the Independent Directors have given their
declarations 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 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 NSE and BSE, 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 Satish Kumar Agarwal, Chairman
and Managing Director, Shri Sunil Kumar Agarwal and
Shri Sachin Agarwal, Whole-time Directors of the
Company, Shri Harish Kumar Agarwal, Chief Financial
Officer, Head-Legal and CRO and Shri Khem Chand,
Company Secretary and Compliance Officer of the
Company.

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

Pursuant to the provisions of Section 178(1) of the
Act and Regulation 19(4) read with Part D of Schedule
II of Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations,

2015 ("Listing Regulations"), the Company has upon
the recommendation of the Nomination & Remuneration
Committee (NRC), has adopted the Nomination &
Remuneration Policy for its Directors, Key Managerial
Personnel (KMPs) and Senior Management Personnel.
The main objective of the policy is to guide Board in
relation to appointment, removal and recommendation
of remuneration of Directors, Key Managerial Personnel
and Senior management, retain, motivate and promote

talent and to ensure long term sustainability of talented
managerial persons and other matters provided u/s
178(3) of the Act.

The Company’s policy is based on the fundamental
principle of payment for performance, the Company
strives to ensure that the level and composition of
remuneration is reasonable and sufficient to attract,
retain and motivate Directors, Senior Management
Personnel and Key Managerial Personnel of the quality
required to run the Company successfully and the
relationship between remuneration and performance is
clear and meets appropriate performance benchmarks.
The Nomination and Remuneration Committee
recommends the remuneration payable to the Executive
Directors and Key & Senior Managerial Personnel, for
approval by the Board of Directors of the Company,
subject to the approval of its shareholders, wherever
necessary.

The Nomination and Remuneration Committee and
this Policy are in compliance with the Companies Act,
2013 and SEBI Listing Regulations. The Company’s
Policy for the appointment of Directors and KMPs and
Senior Managerial Personnel and their Remuneration is
annexed as Annexure-A of the Board Report, forming
part of this Annual Report and can also be accessed on
the Company’s website at the web-link https://www.
kamdhenulimited.com/Financial-Results/Nomination-
Remuneration-Policy Kamdhenu.pdf.

12. MEETINGS OF THE BOARD OF DIRECTORS

During the Financial Year 2024-25, the Board of
Directors met Four (4) times and the details as to
the dates of such meetings and the attendance of
various directors of the Company thereat have been
provided in the Corporate Governance Report forming
part of the Annual Report. The Company has ensured
strict compliance with the Companies Act, 2013, and
the SEBI Listing Regulations, as the intervening gap
between any two consecutive meetings did not exceed
one hundred and twenty (120) days.

Additionally, a separate meeting of the Independent
Directors of the Company was convened on
19^th March, 2025. All Independent Directors participated
in this meeting, which was conducted 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. This practice
ensures that Independent Directors can deliberate
on matters freely and independently, fostering robust
corporate governance.

13. CORPORATE GOVERNANCE

Kamdhenu Limited remains steadfast in its
commitment to strong corporate governance
practices. The Company places the highest priority
on full compliance with all applicable laws-not just in
letter, but in spirit. It consistently adopts and adheres to
established guidelines and recognized best practices in
corporate governance.

This commitment goes beyond enhancing long-term
shareholder value. It also seeks to uphold the rights
and interests of all stakeholders, including minority
shareholders. Kamdhenu Limited believes that
transparency in operations, performance, leadership,
and governance is a fundamental responsibility.

This unwavering dedication reflects the ethical values
and legacy of excellence that the Company has nurtured
over the years as part of the Kamdhenu Group. These
principles stand as a benchmark for sound corporate
governance across the organization.

In accordance with Regulation 34 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015, read with Schedule V, a comprehensive
report on Corporate Governance forms part of this
Annual Report. Further, a certificate confirming
the Company’s compliance with the corporate
governance requirements, as prescribed under the
SEBI Listing Regulations, has been obtained from
M/s. Chandrasekaran Associates, Company
Secretaries. This certificate is annexed to the Corporate
Governance Report.

14. BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT

In accordance with Regulation 34(2)(f) of the SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, the Company has provided the Business
Responsibility and Sustainability Report (BRSR) as
a part of this Annual Report. The BRSR outlines the
Company’s performance against the principles of
the National Guidelines on Responsible Business
Conduct, offering shareholders meaningful insights
into its Environmental, Social, and Governance (ESG)
initiatives.

The management remains committed to conducting
business in an ethical, transparent, and responsible
manner. The Company continues to strive toward
creating long-term value for society and the community,
while ensuring environmental sustainability. The
BRSR, detailing the initiatives undertaken by your
Company from social, governance, and environmental
perspectives, is presented in the prescribed format as a
separate section of the Annual Report.

15. MANAGEMENT DISCUSSION & ANALYSIS REPORT

In terms of the provisions of Regulation 34(2)(e) read
with Schedule V of the SEBI Listing Regulations, a
detailed Management Discussion and Analysis Report
for the year under review, forms an integral part of the
Annual Report.

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

Kamdhenu Limited is committed to conducting its
business with fairness, transparency, and the highest
standards of professionalism, honesty, integrity,
and ethical conduct. To strengthen accountability
and transparency in its operations, the Company
continuously reviews and enhances its systems
and procedures. In line with this commitment, the
Company has adopted a Whistle Blower Policy that
enables employees, Directors, and other stakeholders
to responsibly and effectively report genuine concerns
regarding suspected misconduct, malpractice, fraud,
or violations of the Company’s Code of Conduct or
Ethics Policy. The Audit Committee regularly reviews
the effectiveness of the whistle blower mechanism to
ensure its proper functioning.

This mechanism provides for adequate safeguards
against unfair treatment of whistle blower who wishes
to raise a concern and also provides for direct access
to the Chairman of the Audit committee in appropriate/
exceptional cases.

This policy also includes 'reporting of incidents of
leak or suspected leak of Unpublished Price Sensitive
Information ('UPSI')’ as required in terms of the
provisions of the Securities and Exchange Board of
India (Prohibition of Insider Trading) Regulations, 2015,
as amended.

No personnel of the Company has been denied access
to the Audit Committee. The Company affirms 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 and can be accessed at the following link:
https://www.kamdhenulimited.com/Financial-
Results/Whistle-Blower-Policy Kamdhenu.pdf

17. RISK MANAGEMENT POLICY

In compliance with the provisions of the Companies Act,
2013 and Regulation 21 of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015,
the Company has constituted a Risk Management
Committee (RMC) of the Board. The Committee is
chaired by Shri Satish Kumar Agarwal, Chairman &
Managing Director of the Company, and is entrusted with
the responsibility of assisting the Board in overseeing
the Company’s risk management framework and
ensuring that robust systems are in place for identifying,
assessing, and mitigating various risks. Under the
supervision of Shri Harish Kumar Agarwal, Chief Risk
Officer, the risk management framework is effectively
implemented across the organization at multiple
levels. The Risk Management Policy, formulated after
comprehensive assessment of internal and external
risk factors—including financial, operational, sectoral,
cyber security, regulatory compliance, and business
continuity risks-provides a structured and proactive
approach to managing risk. The RMC periodically
reviews the Company’s risk exposure and ensures that
appropriate mitigation strategies are in place. Detailed
composition and terms of reference of the RMC, along
with attendance at its meetings, are provided in the
Corporate Governance Report. The Risk Management
Policy is available on the Company’s website at https://
www.kamdhenulimited.com/Financial-Results/Risk
Management Policy.pdf.

18. INTERNAL CONTROLS SYSTEMS AND THEIR
ADEQUACY

Kamdhenu Limited recognizes internal control as a
fundamental pillar of corporate governance, enabling
management to function effectively within a structured
framework of appropriate checks and balances. The
Company has implemented a robust internal control
system tailored to the nature, size, and complexity of
its operations and associated risks.

The internal control framework comprises a well-
defined organizational structure, clear roles and

responsibilities, documented policies and procedures,
Financial Delegation of Authority, IT policies, and a
comprehensive Code of Conduct. These are further
supported by a management information and
monitoring system to ensure alignment with internal
processes and applicable laws and regulations.

The internal control environment of the Company
ensures:

• Adherence to policies and statutory compliance

• Efficient and secure operational conduct

• Prevention and detection of frauds and errors

• Accuracy and completeness of accounting
records

• Timely preparation of reliable financial information
In compliance with Section 134(5)(e) of the Companies
Act, 2013, the Company has established and
maintained adequate internal financial controls and
ensured their operating effectiveness. These controls
are subject to regular evaluation by the management
and the Company’s independent Internal Auditors.

The Internal Auditors provide assurance on compliance
with internal systems and legal requirements while
recommending improvements to enhance efficiency
and mitigate risk. Audit findings and process risks
are reported to the Audit Committee and senior
management.

Kamdhenu Limited fosters a culture of integrity,
compliance, and continuous improvement. The
senior management sets the tone at the top with a
zero-tolerance policy towards non-compliance and
encourages a disciplined, control-conscious work
environment.

19. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS
PASSED BY THE REGULATORS /COURTS/TRIBUNALS

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.

20. ANNUAL RETURN

In Compliance with the provision of Section 92(3) and
Section 134(3)(a) of the Companies Act, 2013, the draft
Annual Return in Form MGT-7 for the Financial Year 2024¬
25, is made available on the website of the Company at
https://www.kamdhenulimited.com/annual-return.php

21. DECLARATION BY INDEPENDENT DIRECTORS

Pursuant to the provisions of Section 149(7) of the
Companies Act, 2013, read with Regulation 25(8)
of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Independent
Directors of Kamdhenu Limited have submitted
declarations confirming that they meet the criteria of
independence as prescribed under Section 149(6) of
the Act and Regulation 16(1 )(b) of the SEBI Listing
Regulations. Further, all Independent Directors have
complied with the Code for Independent Directors as
specified in Schedule IV of the Act and have affirmed
compliance with the Company’s Code of Conduct for
Directors and Senior Management. They are also duly
registered with the Independent Directors’ Databank
maintained by the Indian Institute of Corporate
Affairs (IICA), and have either qualified the online
proficiency self-assessment test or are exempt as
per applicable rules. The declarations also confirm
that there are no circumstances or conditions which
may affect or impair their independence, and that they
continue to act objectively and in the best interest
of the Company. During the year, the Independent
Directors did not have any pecuniary relationship or
transaction with the Company other than receiving
sitting fees and reimbursement of expenses incurred
for attending Board and Committee meetings. Based
on the declarations received, the Board of Directors
affirms the independence, integrity, and proficiency
of the Independent Directors and confirms that there
has been no change in their status as Independent
Directors of the Company.

22. FAMILIARIZATION PROGRAMME FOR THE
INDEPENDENT DIRECTORS

In accordance with Regulation 25(7) of the SEBI
Listing Regulations, Kamdhenu Limited has
adopted a structured Familiarisation Programme
for its Independent Directors. The objective of this
programme is to acquaint Independent Directors
with the Company’s business model, operations,
regulatory landscape, and their specific roles, rights,
responsibilities, and duties. At the time of appointment,
new Independent Directors are provided with a
comprehensive induction that includes a briefing on the
Company’s vision, mission, core values, organisational
structure, operational and financial performance, code
of conduct, and key internal policies including the Code
of Conduct for Prevention of Insider Trading.

The Company provides continuous updates to
all Directors through presentations at Board and
Committee meetings on matters such as business
strategy, industry trends, performance metrics and
regulatory updates. The Independent Directors are
issued a detailed appointment letter outlining the terms
of engagement and their roles and responsibilities.
Ongoing familiarisation is also facilitated through
periodic discussions and reviews on significant
business and operational developments.

During FY 2024-25, a familiarisation session
was conducted on 19^th March, 2025, wherein all
Independent Directors actively participated. The
details of the familiarisation programmes imparted
to the Independent Directors are available on the
Company’s website at the following link: https://
www.kamdhenulimited.com/Financial-Results/
familiarisation-programme-of-independent-directors-
and-details-of-programmes-2023-24.pdf.

23. PERFORMANCE EVALUATION OF THE BOARD OF
DIRECTORS, ITS COMMITTEE AND INDIVIDUAL
DIRECTORS.

Regulatory Framework and Compliance

Pursuant to the provisions of the Companies Act, 2013,
read with the applicable Rules and in accordance
with Regulations 17(10) and 25(4) of the SEBI Listing
Regulations, as amended from time to time, and in
conformity with the Guidance Note on Board Evaluation
issued by SEBI and the Institute of Company Secretaries
of India, the Company has conducted a formal annual
evaluation of the performance of the Board as a whole,
its various Committees, individual Directors including
the Chairman, and Independent Directors for the
financial year under review.

Evaluation Framework and Methodology

The Nomination and Remuneration Committee (NRC)
of the Company has laid down an evaluation framework
and detailed performance criteria for this purpose,
covering areas such as attendance and participation in
meetings, level of engagement, strategic inputs, domain
expertise, governance oversight, adherence to ethical
standards, understanding of Company operations, and
effective decision-making. A structured questionnaire,
developed based on these parameters, was circulated
to each Director for evaluating the performance of the

Board, its Committees, and individual Directors, except
for self-evaluation. The questionnaire followed a rating
scale of 1 to 5, with 1 being 'Outstanding and 5 being
'Poor.’ Based on the responses received, a consolidated
matrix of performance ratings was compiled and
presented to the Board.

Independent Directors' Meeting and Board Review

The evaluation process also included an exclusive
meeting of the Independent Directors held on
19^th March, 2025, wherein the performance of Non¬
Independent Directors, the Board as a whole, and
the Chairman was assessed in accordance with the
provisions of Schedule IV of the Companies Act, 2013.
The final review and discussion on the outcome of the
evaluation was undertaken at the Board Meeting held
on 7^th May, 2025.

Evaluation Criteria and Parameters

The performance of the Board and its Committees was
also evaluated based on additional parameters such
as their structure, composition, clarity of roles and
responsibilities, effectiveness in strategic guidance and
risk oversight, quality of agenda setting and deliberations,
and the strength of the working relationship between
the Board and senior management. In addition,
the evaluation of individual Directors, including the
Chairman and Independent Directors, was conducted
with reference to their leadership qualities, domain
knowledge, active contribution, understanding of the
Company’s business, preparedness for meetings, and
level of participation in discussions.

Outcome and Conclusion

The outcome of the evaluation indicated that the Board
continues to function in a cohesive, transparent, and
participative manner, with all members constructively
contributing to Board processes and deliberations. It was
observed that the Board and its Committees are well-
balanced in terms of skills, experience, and diversity, and
have demonstrated effective governance and oversight
of the Company’s affairs. The performance evaluation
affirmed that the Committees are functioning efficiently
in accordance with their respective terms of reference,
and key issues are being adequately addressed. The
Directors expressed satisfaction with the overall
evaluation process and agreed that it not only provides
an opportunity to introspect but also enables continual
improvement in Board performance and effectiveness,

thereby reinforcing a robust governance culture within

the organization

24. AUDITORS AND THEIR REPORTS

• STATUTORY AUDITORS'

In accordance with the provisions of Section
139 of the Companies Act, 2013, read with the
Companies (Audit and Auditors) Rules, 2014,
M/s S.S. Kothari Mehta & Co. LLP Chartered
Accountants (Firm Registration No. 000756N/
N500441), were appointed as the Statutory
Auditors of the Company by the shareholders
at their 28^th Annual General Meeting held on
28^th July, 2022, for a term of five consecutive years
from the FY 2022-23 to 2026-27, to hold office
from the conclusion of the 28^th Annual General
Meeting until the conclusion of the 33^rd Annual
General Meeting of the Company, to be held in the
year 2027.

The Statutory Auditors’ Report on the Financial
Statements for the financial year 2024-25
forms part of this Annual Report. The report
is self-explanatory and does not contain any
qualification, reservation, adverse remark, or
disclaimer. Further, the Auditors have not reported
any instance of fraud under Section 143(12) of the
Companies Act, 2013. Accordingly, no disclosure
is required under Section 134(3)(ca) of the Act.

• SECRETARIAL AUDITORS'

Pursuant to the provisions of Section 204 of the
Act and rules made thereunder 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. The Secretarial
Audit Report for the Financial Year ended
31^st March, 2025 is annexed to this Annual Report
as Annexure-B which is self-explanatory and
does not contain any qualification, reservation,
disclaimer or adverse remark.

Further, 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 issued by
M/s Chandrasekaran Associates, Company
Secretaries, has also been submitted to the Stock
Exchanges within 60 days from the end of the

Financial Year 2024-25 and also forms a part of
this Annual Report as Annexure-C.

Further, pursuant to amended Regulation 24A of
SEBI Listing Regulations and its circular SEBI/
HO/CFD/CFD-PoD-2/CIR/P/2024/185 dated
31^st December, 2024 and subject to the
Shareholders approval being sought at the
ensuing AGM and based on the recommendation
of the Audit Committee, the Board of Directors, at
its meeting held on 7^th May 2025, approved the
appointment of M/s Chandrasekaran Associates,
Company Secretaries (C.P No. 5673; Peer Review
Certificate No. 6689/2025) as Secretarial Auditors
of the Company to undertake the Secretarial Audit
of the Company for a term of five (5) consecutive
years from Financial Year 2025-26 to Financial
Year 2029-30. Secretarial Auditors have confirmed
that they are not disqualified to be appointed
as a Secretarial Auditor and are eligible to hold
office as such in accordance with the applicable
provisions of the Companies Act, 2013, and SEBI
Listing Regulations.

COST AUDITORS'

In accordance with the provisions of Section 148
of the Act read with the Companies (Cost Records
and Audit) Rules, 2014, as amended from time to
time, the Company is required to maintain cost
records and have the audit of its cost records
conducted by a Cost Accountant.

Based on the recommendation of the Audit
Committee, the Board of Directors of the Company
had approved the appointment M/s K G Goyal &
Associates, Cost Accountants (Firm Registration
No. 000024), as the Cost Auditors of the Company
to undertake to conduct cost audit of the cost
records of the Company for the Financial Year
2024-25 as per the provisions of Section 148 of
the Companies Act, 2013 read with rules made
thereunder.

The Cost Audit Report for Financial Year 2024-25,
does not contain any qualification, reservation,
disclaimer or adverse remark and the Cost
Auditors did not report 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.
Further, for the Cost Audit of the current financial
year 2025-26, the Board of Directors, based on
the recommendation of the Audit Committee, in
its meeting held on 7^th May, 2025, has appointed
M/s K. G. Goel & Associates, Cost Accountant
as Cost Auditors for the financial year 2025-26
for conducting the Cost Audit of the records of
the Company. The remuneration payable to the
Cost Auditors is required to be placed before
the members in the general meeting for their
ratification. Accordingly, a resolution seeking
members’ ratification for the remuneration
payable to Cost Auditor, is included at Item No. 4
of the Notice of the ensuing 31^st AGM.

A Certificate from M/s K. G. Goel & Associates,
Cost Accountants has been received to the
effect that their appointment as Cost 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 Cost
Auditors of the Company.

• INTERNAL AUDITORS'

I n 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 has
appointed M/s Kirtane & Pandit LLP Chartered
Accountants (Firm Registration No. 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 no
matter has been reported 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 upon the
recommendation of the Audit Committee, in its
meeting held on 7^th May, 2025 has appointed
M/s Kirtane & Pandit LLP, Chartered Accountants,
as the Internal Auditors’ of the Company to
conduct the Internal Audit.

Due to conflict of interest with the Statutory
Auditors of the Company w.e.f. 25^th June, 2025
vide there letter dated 24^th June, 2025, M/s Kirtane
& Pandit LLP resigned as Internal Auditors of the
Company.

On the recommendation of the Audit Committee,
the Board of Directors in its meeting held on
11^th August, 2025 has appointed M/s Tattvam
& Co., Chartered Accountants as the Internal
Auditors of the Company to conduct the Internal
Audit for the financial year 2025-26.

A Certificate from M/s Tattvam & Co., Chartered
Accountants, had been received to the effect
that their appointment as Internal Auditors 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.

25. COMMITTEES OF THE BOARD OF DIRECTORS

Pursuant to the requirements under the Act and
the SEBI Listing Regulations, the Board of Directors
has constituted various statutory Committees of
Board such as Audit Committee, Nomination and
Remuneration Committee, Stakeholders’ Relationship
Committee, Corporate Social Responsibility Committee
and Risk Management Committee and two Internal
Committees such as Management Committee and
Loan & Investment Committee. The composition of the
statutory committees, along with details of meetings
held during the year and attendance of members
at such meetings, are disclosed in the Corporate
Governance Report, which forms an integral part of the
Annual Report.

26. AUDIT COMMITTEE

The Audit Committee has been constituted in
accordance with the provisions of Regulation 18
read with Part C of Schedule II of the SEBI Listing
Regulations and Section 177 of the Companies Act,
2013, as amended. The powers, role and terms of
reference of the Audit Committee cover the areas as
contemplated under the SEBI Listing Regulations and
provisions of the Companies Act, 2013, as applicable,
along with other terms as referred to by the Board of
Directors.

For the financial year ended 31^st March, 2025, the Audit Committee comprised of four members, including three Independent
Directors and one Executive Director, as stated below:

During the year under review, all recommendations made by the Audit Committee in relation to various matters were
accepted by the Board of Directors.

The Corporate Governance Report, which forms an integral part of the Annual Report, sets out a detailed description of the
Audit Committee, including its scope responsibilities, powers and number of meetings held during the year.

27. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE.

The Company is committed to fulfilling its social responsibilities and contributing to the improvement of quality of life
within communities by creating long-term value for all stakeholders and society at large. These efforts are guided by
prevailing regulatory requirements and the Company’s moral responsibility to promote societal welfare and well-being.

I n accordance with the provisions of Section 135 of the Companies Act, the Board of Directors of the Company has
constituted a Corporate Social Responsibility (CSR) Committee. The Committee has formulated a comprehensive and
structured CSR Policy, which has been duly approved by the Board.

This policy outlines the Company’s commitment and approach to undertaking socially responsible initiatives, serving as
a roadmap for its CSR activities.The said Policy on Corporate Social Responsibility has been hosted on the website of
the Company at https://www.kamdhenulimited.com/Financial-Results/CORPORATE-SOCIAL-RESPONSIBILITY-POLICY.
PDF.

Presently, the CSR Committee of the Company consists of three directors out of which two are Executive Directors and
one is Independent Woman Director, as stated below:

The CSR Committee has been formed with the objective
of implementing and monitoring the CSR Policy of the
Company under the control and supervision of the
Board of Directors.

Kamdhenu Jeevandhara Foundation serves as the CSR

wing of the Company, spearheading its various social
engagement initiatives. In line with the Company's
CSR Policy, Kamdhenu Jeevandhara Foundation
implements projects that primarily focus on providing
basic education to underprivileged children, as well
as organizing camps, motivational programs, and
special skill development initiatives for differently-
abled individuals across the country. These activities
are undertaken in collaboration with other recognized
social organizations. The projects are conducted in

accordance with the provisions of Schedule VII of the
Companies Act, 2013, read with the applicable CSR
Rules. Further details of these initiatives are available
on the Company’s website and are also included in
the Annual Report on CSR Activities, which forms an
integral part of this Report.

During the financial year 2024-25, the Company was
required to spend ' 1,01,35,000/- towards its CSR
Obligation and the Company spent ' 1,01,49,000/- on
Kamdhenu Skill Development CSR ongoing Project - 2
during the year, resulting in an excess expenditure of
' 14,000/-. Additionally, an amount of ' 71,50,000/-
lying in the Unspent CSR Account from the financial
year 2023-24 was also spent during financial year
2024-25.

The Annual Report on CSR activities, in terms of
Section 135 of the Companies Act, 2013 ('the Act’)
and the Rules framed thereunder, is annexed as an
Annexure-D, to this report.

28. 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 and on General Meetings
as stipulated by the Institute of Company Secretaries
of India and notified by Ministry of Corporate Affairs
(MCA).

29. LISTING WITH STOCK EXCHANGES

The Equity Shares of the Company continue to remain
listed on BSE Limited (Scrip Code: 532741) and the
National Stock Exchange of India Limited (Symbol:
KAMDHENU). The Company has paid the Annual Listing
Fees for both the financial years 2024-25 and 2025-26
to the respective stock exchanges, in compliance with
the applicable regulatory requirements.

30. INFORMATION REGARDING CONSERVATION OF
ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE EARNINGS AND OUTGO

The information 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.

31. PARTICULARS OF EMPLOYEES AND RELATED
DISCLOSURE

The disclosures required under Section 197 of the
Companies Act, 2013, read with Rule 5(1) of the
Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, relating to the ratio
of remuneration of each Director and Key Managerial
Personnel to the median remuneration of employees
and the percentage increase in remuneration, are
provided in Annexure-F, forming part of this Board’s
Report. Further, the statement containing particulars
of employee remuneration as prescribed under Section
197(12) of the Act, read with Rule 5(2) and 5(3) of the
said Rules, also forms part of this Report.

32. PARTICULARS OF CONTRACTS OR ARRANGEMENTS
WITH RELATED PARTIES

Pursuant to the provisions of the Companies Act, 2013
read with the applicable Rules and Regulation 23 of
the SEBI Listing Regulations, Kamdhenu Limited has
followed a robust framework to monitor and approve
all related party transactions undertaken during
the financial year. All contracts, arrangements, and
transactions entered into with related parties during
financial year 2024-25 were in the ordinary course
of business and on an arm’s length basis. As such,
none of these transactions attracted the provisions of
Section 188 of the Companies Act, 2013, nor did they
qualify as material transactions under the Company’s
Policy on Materiality of Related Party Transactions. The
Audit Committee granted prior approval or omnibus
approval, as applicable, for all related party transactions
in compliance with the statutory requirements, and
such transactions were periodically reviewed and
placed before the Committee for its consideration and
oversight.

The Company’s Related Party Transaction Policy,
as approved by the Board, is in line with the relevant
provisions of the Act and SEBI Listing Regulations and
is available on the Company’s website at https://www.
kamdhenulimited.com/investors/codes-and-policies.
Further, as required under Regulation 46(2)(h) of the
SEBI Listing Regulations, the Material Subsidiary Policy
is also disclosed on the same portal.

In line with the requirements of Indian Accounting
Standard (Ind AS) 24, disclosures related to related
party transactions have been appropriately provided
in the Notes to the Financial Statements. There are
no details of contracts or arrangements with related
parties that are required to be disclosed under Section
134(3)(h) of the Companies Act, 2013, read with Rule
8(2) of the Companies (Accounts) Rules, 2014, in Form
AOC-2, which forms part of this Board’s Report and is
annexed as Annexure-G.

The Company affirms that no transaction with any
related party during the year under review was material
in nature as per the thresholds defined under the Listing
Regulations. Kamdhenu Limited remains committed to
ensuring the highest standards of corporate governance
and transparency in all transactions, including those
with related parties, thereby safeguarding the interests
of its stakeholders.

33. SUBSIDIARY, JOINT VENTURES OR ASSOCIATE
COMPANIES

As of 31^st March, 2025, Kamdhenu Limited has only one
subsidiary company, namely Kamdhenu Jeevandhara
Foundation, which is registered as a Section 8 Company
under the Companies Act, 2013. This Foundation
acts as the implementing agency for the Company’s
ongoing Corporate Social Responsibility (CSR) projects,
underscoring Kamdhenu Limited’s commitment to
social welfare and sustainable development. Being
a Section 8 company, Kamdhenu Jeevandhara
Foundation is a not-for-profit entity, and accordingly,
Kamdhenu Limited is exempted from preparing
consolidated financial statements for the financial year
2024-25 under Section 129(3) of the Companies Act,
2013, and Indian Accounting Standard (IND-AS) 110.

In compliance with the statutory requirements, the
statement containing the salient features of the
financial statement of Kamdhenu Jeevandhara
Foundation (Section 8 subsidiary) as mandated under
the first proviso to subsection (3) of Section 129 of
the Companies Act, 2013, read with Rule 5 of the
Companies (Accounts) Rules, 2014, has been attached
to this Report as Annexure-H. This statement forms
an integral part of the financial statements and is
presented in the prescribed Form AOC-1, providing
transparency and insight into the financial performance
of the Foundation.

Further as on the closure of the financial year ended
31^st March, 2025, Kamdhenu Limited does not have
any joint ventures or associate companies. The
Company continues to focus on its core operations
while ensuring strong governance and oversight over
its subsidiary to further its social initiatives through
Kamdhenu Jeevandhara Foundation.

34. HUMAN RESOURCES.

The Company recognizes the critical importance
of human capital and remains committed to talent
acquisition, retention, performance management,
and continuous learning and development. These
efforts are aimed at fostering an inspiring, resilient,
and employee-centric organization. A culture of trust,
mutual respect, and alignment with the Company’s
core values and principles is actively promoted across
all levels, ensuring these serve as guiding standards in
all people-related matters.

Throughout the financial year, relations with employee
and associate remained cordial and constructive. The
Board of Directors would like to place on record their
sincere appreciation for the dedication, teamwork, and
enthusiasm demonstrated by employees across all
functions. Their sustained efforts and commitment
have enabled the Company to maintain its leading
position within the industry. People are regarded as
the Company’s most valuable asset. Accordingly,
significant emphasis has been placed on robust talent
management and succession planning practices. The
Company continues to strengthen its performance
management systems and invest in leadership and
skills development. Employee engagement initiatives
and programs designed to foster a culture of innovation
and collaboration have also been a key area of focus.
Further details of these initiatives are provided in the
Management Discussion and Analysis Report, which
forms an integral part of the Annual Report. As of the
closure of the financial year 2024-25, the Company
had a total of 570 permanent employees (including
Workers).

Further, as part of the Company’s ongoing commitment
to fostering a safe, healthy, and respectful workplace
for all employees, the Company once again participated
in the 'Great Place to Work' initiative. Your Company
is proud to announce that the Company has been
recognized as a GREAT PLACE TO WORK for the period
from November 2024 to November 2025, under the
category of Mid-Size Organization.

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

The Company, since its inception, has been firmly
committed to ensuring gender equality and upholding
the right to work with dignity for all its employees-
permanent, contractual, temporary, and trainees.
Upholding a zero-tolerance policy towards sexual
harassment at the workplace, the Company has
adopted a comprehensive policy in line with the
provisions of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act,
2013 and the rules framed thereunder.

To ensure effective implementation of this policy, the
Company has constituted an Internal Complaints
Committee (ICC) in full compliance with the
statutory requirements. The ICC is entrusted with
the responsibility of addressing complaints related
to sexual harassment in a fair, transparent, and time-
bound manner.

The Company has actively promoted and sustained a
work environment that is respectful, inclusive, and safe
for women. Awareness about the Sexual Harassment
Policy is regularly disseminated among employees,
and efforts are made to foster a culture where mutual
respect is paramount. The Company’s Standing Orders
also prescribe stringent disciplinary action, including
immediate termination of service, against any employee
found guilty of sexually harassing a female colleague.

I n accordance with the Ministry of Corporate Affairs
Notification dated 30^th May 2025, pertaining to the
amendment in Rule 8 of the Companies (Accounts)
Second Amendment Rules, 2025, The Company has
duly constituted an Internal Complaints Committee
(ICC) to address any complaints related to sexual
harassment at the workplace. During the financial year
under review, the status of complaints is as follows:

• Number of complaints of sexual harassment
received during the year: Nil

• Number of complaints disposed of during the
year: Nil

• Number of cases pending for more than ninety
days: Nil

The Company is committed to providing a safe and
inclusive working environment for all its employees
and ensuring strict adherence to the provisions of
the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013.

The Company also confirms that it has complied with
the applicable provisions of the Maternity Benefit Act,
1961 during the year under review.

36. CHANGE IN NATURE OF BUSINESS

During the year under review, there was no change in
nature of business of the Company.

37. CODE OF CONDUCT FOR DIRECTORS AND SENIOR
MANAGEMENT

I n accordance 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 with the
objective of ensuring that the business operations of
the Company are carried out in an ethical, transparent,
and efficient manner, free from any actual or potential
conflicts of interest between personal and professional
responsibilities. It provides clear guidelines for
expected behavior, responsibilities, and conduct in
order to maintain the highest standards of corporate
governance and accountability.

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://www.
kamdhenulimited.com/Financial-Results/Code-
of-Conduct-for-Senior-Management-Persinnel_
Kamdhenu.pdf

38. DECLARATION BY THE CHAIRMAN & MANAGING
DIRECTOR

Shri Satish Kumar Agarwal, Chairman & 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.
A Certificate signed by Shri Satish Kumar Agarwal,
Chairman & 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.

39. DISCLOSURE IN ACCORDANCE WITH REGULATION
30A OF SEBI (LISTING OBLIGATIONS AND
DISCLOSURE REQUIREMENTS) REGULATIONS, 2015

No such agreements as specified under clause 5A
to para A of part A of schedule II, are required to be

disclosed in accordance with Regulation 30A of SEBI
Listing Regulations, in the FY 2024-2025.

40. DISCLOSURE WITH RESPECT TO DEMAT SUSPENSE
ACCOUNT/ UNCLAIMED SUSPENSE ACCOUNT

There were no shares in the demat suspense account
or unclaimed suspense account during the financial
year 2024-25.

41. RELATIONSHIP BETWEEN DIRECTORS INTER-SE

Shri Satish Kumar Agarwal, Chairman & Managing
Director and Shri Sunil Kumar Agarwal and Shri Sachin
Agarwal, Whole time Directors and Shri Saurabh
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 other Directors are
related to each other.

42. DIRECTORS' RESPONSIBILITY STATEMENT

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

a) In the preparation of the annual accounts for
the year ended 31^st March, 2025, 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 were operating effectively during
financial year 2024-25.

43. AUDIT TRAIL DISCLOSURE:

The Company has used accounting software for
maintaining its books of account for the financial
year ended 31^st March, 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.

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

I n accordance with the provisions of Rule 9 of the
Companies (Management and Administration) Rules,
2014, as amended, Company had appointed Shri
Khem Chand, 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.

45. STATUTORY DISCLOSURES

Neither any application was made or any proceeding
is pending under the Insolvency and Bankruptcy Code,
2016 nor any settlement has been done with banks or
financial institutions, during the year.

46. GREEN INITIATIVE AND ELECTRONIC
COMMUNICATION

In alignment with the 'Green Initiative’ undertaken by
the Ministry of Corporate Affairs (MCA), Government
of India, Kamdhenu Limited continues to demonstrate
its commitment as a responsible corporate citizen
by promoting environmental sustainability through
the adoption of electronic communication. As part of
this initiative and in compliance with the applicable
provisions of the Companies Act, 2013 and SEBI Listing
Regulations, your Company proposes to send various
shareholder-related documents such as Notices of
General Meetings, Audited Financial Statements,
Board’s Report, Auditor’s Report, and other statutory
communications electronically to the registered
email addresses of shareholders as available with
the Company or the Depositories. This eco-friendly
initiative not only supports conservation efforts by
reducing paper consumption but also ensures faster
and more efficient communication.

In accordance with MCA General Circular No. 09/2024
dated 19^th September, 2024, and SEBI Circular No.
SEBI/HO/CFD/CFD-PoD-2/P/CIR/2024/133 dated
3^rd October, 2024, the Company is dispensed from
printing and dispatching physical copies of the Annual
Report. Accordingly, the Annual Report for the financial
year ended 31^st March, 2025, along with the Notice of
the 31^st Annual General Meeting (AGM), has been sent
via email to those shareholders who have registered
their email addresses either with the Company, the
Registrar and Transfer Agent (RTA), or their respective
Depository Participants (DPs).

Shareholders who have not yet registered their email
addresses or wish to update the same are encouraged
to do so at the earliest. Those holding shares in
dematerialized form may register or update their email
addresses with their respective Depository Participants,
while shareholders holding shares in physical form are

requested to submit a duly signed KYC updation form
along with required details to the Company’s RTA to
facilitate electronic communication. This proactive
step will ensure that shareholders receive timely
updates, notices, and copies of the Annual Report in
digital format.

Furthermore, Members may note that the Company’s
Annual Report for financial year 2024-25 and the
Notice of the AGM are also made available on the
Company’s official website at www.kamdhenulimited.
com, and on the websites of the stock exchanges,
namely BSE Limited (www.bseindia.com) and National
Stock Exchange of India Limited (www.nseindia.com),
thereby providing ease of access to stakeholders.

E-VOTING FACILITY

To ensure wider participation and in accordance with
Section 108 of the Companies Act, 2013 read with Rule
20 of the Companies (Management and Administration)
Rules, 2014, the Company is also providing e-voting
facility to its members. This enables them to cast their
votes electronically on the resolutions proposed in the
Notice of the 31^st AGM. The detailed instructions for
e-voting are provided in the AGM Notice to facilitate
seamless participation of shareholders in the decision¬
making process.

47. ACKNOWLEDGEMENT AND APPRECIATION

The Board of Directors would like to express its heartfelt
appreciation for the outstanding contributions of the
Company’s employees. Their steadfast commitment,
relentless efforts, and alignment with the Company’s
objectives have played a crucial role in driving the
Company’s growth and success. The accomplishments
of the Company are a reflection of the skill, dedication,
teamwork, and unity demonstrated by employees
across all levels.

The Board also extends its sincere thanks to our
esteemed customers, dealers, distributors, franchise
partners, vendors, and other business associates for
their unwavering trust and continued partnership. We
are equally grateful to the local communities around
our plant locations for their cooperation and goodwill,
which have significantly supported our ongoing
development and operations.

As we move forward, we remain confident in the
continued support of all our stakeholders in achieving
our long-term vision and strategic goals.

The Board further acknowledges with gratitude
the consistent support and cooperation extended

by the Government of India, State Governments,
regulatory bodies, financial institutions, and our valued
shareholders, whose encouragement has been vital to
the Company’s sustained progress.

BY ORDER OF THE BOARD OF DIRECTORS OF
KAMDHENU LIMITED

Sd/- Sd/-

(Satish Kumar Agarwal) (Sunil Kumar Agarwal)

Date: 11^th August, 2025 Chairman & Managing Director Whole Time Director

Place: Gurugram DIN: 00005981 DIN: 00005973