Kamdhenu Ltd Directors Report

Dear Member(s),

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

1. STATE OF COMPANYS 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 31st March, 2024, are as follows; ( in Lakhs)

			( in Lakhs)
Particulars	Growth/Decline	FY 2024-25	FY 2023-24
Total Income	2.66%	75,794.51	73,829.48
Total Expenses	1.01%	67,754.42	67,137.36
Profit/(Loss) before tax	20.14%	8,040.09	6,692.12
Tax Expenses	16.36%	1,953.35	1,678.77
Profit for the Year	21.41%	6,086.74	5,013.35
*Paid up Capital ( 1 each fully paid-up)		2,773.83	2,693.55

*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 11th 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 ProfitShareholders 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 31st March, 2025 stood at 31,634.63 Lakhs as against 23738.76 Lakhs as of 31st March, 2024 witnessing a growth of 33.26% on year to year basis.

2. OPERATIONAL PERFORMANCE AND BUSINESS REVIEW

Indias steel industry is at a transformative stage, playing a critical role in the countrys 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. Indias 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. after Tax (PAT) attributable to the Kamdhenu Limiteds 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 Companys 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, Kamdhenus 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, reaffirmingits leadership and resilience in the Indian steel industry.

3. DIVIDEND

Declaration and Payment of Dividend for the year:

Based on the Companys 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 31st March, 2025, subject to their approval at the ensuing 31st Annual General Meeting ("AGM"). Pursuant to the FinanceAct,2020,dividendincomeistaxableinthehands of the members w.e.f. 1st 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 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 6th 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 Companys financial strength, providing a buffer for unforeseen circumstances and enabling the funding of various corporate objectives without relying solely on external financing.

During the 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 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)year2025-26,does 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 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 11th 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 9th 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.Kfintechnologies .

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 31st March, 2025, the Board of Directors of the Company at their meeting held on 11th 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 11th December, 2024. The Record date for the said Sub-division/Split of Equity Shares was 8th January, 2025. As a result of the aforementioned corporate actions, the share capital structure of the Company as of 31st 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 31st 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 2nd May, 2026 to 1st 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 20th 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 Company Secretary and Compliance Officer of the Company.

11. COMPANYS 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 Companys 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 Companys 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 Companys 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 19th 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 Companys 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 Companys 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 Companys 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 Companys 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 Companys 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 Companys 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 financialinformation

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 Companys 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 and During the year under review, no significant material orders have been passed by the regulators or courts or tribunals impacting the going concern status and Companys 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 AnnualReturninFormMGT-7fortheFinancialYear2024-25, 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 Companys 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 Companys 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 Companys 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 19th March, 2025, wherein all Independent Directors actively participated. The details of the familiarisation programmes imparted to the Independent Directors are available on the Companys 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 19th 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 7th 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 riskoversight,qualityofagendasettinganddeliberations, 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 Companys 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 contributingtoBoardprocessesanddeliberations.Itwas 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 Companys 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 28th Annual General Meeting held on

28th 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 28th Annual General Meeting until the conclusion of the 33rd 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 31st 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 31st 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 7th 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 7th 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 payable to Cost Auditor, is included at Item No. 4 of the Notice of the ensuing 31st 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

In terms of Section 138 of the Companies Act, 2013 read with rules made thereunder, the Board of Directors of the Company, upon the recommendation of the Audit Committee 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 7th 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. 25th June, 2025 vide there letter dated 24th June, 2025, M/s Kirtane 26 & 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 11th August, 2025 has appointed M/s Tattvam & Co., Chartered Accountants as the Internal Auditors of the Company to conduct the Internalfor the remuneration 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:

S.No Name of Director Designation Chairman/Member

S.No Name of Director	Designation	Chairman/Member
1. Shri Madhusudan Agarwal	Independent Director	Chairman
2. Shri Baldev Raj Sachdeva	Independent Director	Member
3. Shri Sunil Kumar Agarwal	Whole-time Director	Member
4. Smt. Pravin Tripathi	Independent Director	Member

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 Companys moral responsibility to promote societal welfare and well-being. In 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 Companys 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:

S.No Name of Director	Designation	Chairman/Member
1. Shri Satish Kumar Agarwal	Chairman & Managing Director	Chairman
2. Shri Sunil Kumar Agarwal	Whole-time Director	Member
3. Smt. Pravin Tripathi	Independent Director	Member

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 Companys 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 Companys 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 year2024-25.

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 that no transaction with any and the percentage increase in remuneration, are provided in Annexure-F, forming part of this Boards 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 arms 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 Companys 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 Companys 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 Companys 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 Boards Report and is annexed as Annexure-G.

The Company affirms related party during the year under review was material under the Listing innatureasper the thresholds defined 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 31st 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 Companys ongoing Corporate Social Responsibility (CSR) projects, underscoring Kamdhenu Limiteds 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 31st 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 Companys 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 Companys 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 Companys 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 Companys Standing Orders also prescribe stringent disciplinary action, including immediate termination of service, against any employee found guilty of sexually harassing a female colleague. In accordance with the Ministry of Corporate Affairs Notification dated 30th 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

In 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

In 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 31st 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 Companys 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 31st 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).

In 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, Boards Report, Auditors 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 19th September, 2024, and SEBI Circular No. SEBI/HO/CFD/CFD-PoD-2/P/CIR/2024/133 dated 3rd 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 31st March, 2025, along with the Notice of the 31st 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 Companys 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 Companys Annual Report for financial year 2024-25 and the Notice of the AGM are also made available on the Companys 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 31st 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 Companys employees. Their steadfast commitment, relentless efforts, and alignment with the Companys objectives have played a crucial role in driving the Companys 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 Companys sustained progress.

	BY ORDER OF THE BOARD OF DIRECTORS OF
		KAMDHENU LIMITED
	Sd/-	Sd/-
	(Satish Kumar Agarwal)	(Sunil Kumar Agarwal)
Date: 11th August, 2025	Chairman & Managing Director	Whole Time Director
Place: Gurugram	DIN: 00005981	DIN: 00005973