Kamdhenu Ventures Ltd Directors Report

Dear Member(s),

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

1. FINANCIAL HIGHLIGHTS

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

( in Lakhs)

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

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

2. STATE OF COMPANYS AFFAIRS & FINANCIAL PERFORMANCE

Our paint business, operated through our wholly owned subsidiary Kamdhenu Colour and Coatings Limited and the Consolidated Financial Statements of Kamdhenu Colour and Coatings Limited, a subsidiary of Kamdhenu Ventures Limited, are included as an integral part of the Annual Report. These statements offer a comprehensive view of the financial performance and position of the subsidiary, presenting a consolidated picture of both companies operations and results. This inclusion ensures transparency and provides stakeholders with insights into the overall financial health and performance During the year under review:

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

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

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

3. OVERVIEW OF THE PAINT INDUSTRY AND COMPANY PERFORMANCE

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

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

Company Performance

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

• Product Innovation

• Brand Differentiation

• Market Segmentation

• Sustainability Initiatives

• Digital Transformation

• Customer Education and Engagement

• Strategic Partnerships and Collaborations

• Service Excellence

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

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

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

4. DIVIDEND

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

In accordance with Regulation 43A of the Listing Regulations, the Company has formulated a Dividend Distribution Policy and the same has been uploaded on the Companys website at: https://kamdhenupaints. com/images/policies/KVI Dividend Distribution Policy.pdf

5. TRANSFER TO RESERVES

During the year under review, no amount was transferred to any of the reserves by the Company. The details of Reserves are given in Financial Statements.

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

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

Apart from the information provided above or disclosures made elsewhere in the Directors Report including Annexures thereof, there are no material changes and commitments affecting the financial position of the Company, which occurred during the financial year 2024-25, to which this financial statements relate and till the date of this Report.

7. SHARE CAPITAL

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

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

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

8. PUBLIC DEPOSITS

There were no outstanding deposits within the meaning of Sections 73 and 74 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014, as amended, at the end of the financial year 2024-25. Your Company did not invite/ accept any deposits during the financial year 2024-25.

9. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

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

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL

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

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

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

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

In accordance with the provisions of Section 152 of the Companies Act, 2013 and Articles of Association of the Company, Shri Sachin Agarwal (DIN: 01188710) would be retiring as a director by rotation and being eligible for re-appointment, has offered himself for re-appointment. On the recommendation of the Nomination and Remuneration Committee, the Board of Directors recommend his re-appointment for consideration by the shareholders of the Company at the ensuing AGM.

All the Independent Directors have given their declaration confirming that they meet the criteria of independence as prescribed under Regulation 16(1)(b) and 25(8) of Listing Regulations and Section 149(6) of the Companies Act, 2013 read with Rule 6 of Companies (Appointment and Qualification of Directors) Rules, 2014 and the same has been noted by the Board of Directors and in the opinion of the Board of the Company, all Independent Directors of the Company have integrity, expertise, experience and proficiency as prescribed under the Companies (Appointment and Disqualification of Directors) Rules, 2014 read with the Companies (Accounts) Rules, 2014 (including amendment thereof).

Further, in compliance with the Circulars dated 20^th June, 2018 issued by National Stock Exchange of India Limited and BSE Limited, the Company has also received a declaration from all the directors that they are not debarred from holding the office of Director by virtue of any SEBI order or by any other such statutory authority.

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

Presently, in terms of the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company are Shri Saurabh Agarwal, Managing Director, Shri Vineet Kumar Agarwal, Chief Financial Officer and Shri Nikhil Sukhija, Company Secretary and Compliance Officer of the Company.

11. DIRECTORS RESPONSIBILITY STATEMENT

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

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

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

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

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

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

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

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

12. NOMINATION AND REMUNERATION POLICY

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

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

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

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

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

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

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

The Companys Policy for the appointment of Directors, KMPs and Senior Managerial Personnel and their Remuneration policy can be accessed on the Companys website at the web-link https:// kamdhenupaints.com/images/policies/KVL Nomination%20and%20Remuneration%20Policy.pdf and also enclosed as Annexure-A to this report. Furthermore, if a person is sought to be appointed as an independent director, the policy seeks to ensure that the proposed appointee fulfills the criteria for independence as laid down under the Act and the Listing Regulations.

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

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

Pursuant to the provisions of Section 178(1) of the Act and Regulation 19(4) read with Part D of Schedule II Listing Regulations, based on the recommendations of the Nomination and Remuneration Committee (NRC), the Board has approved the Nomination & Remuneration Policy for Directors, Key Managerial Personnel (‘KMPs) and Senior Management Personnel of the Company including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided u/s 178(3) of the Act.

The Remuneration for directors including Independent Directors, KMPs and Senior Management Personnel, was drawn up in consonance with the tenets as laid down in the Nomination & Remuneration Policy, which seeks to ensure that it is commensurate with the nature and size of the business and operations of the Company. The concerned individuals are remunerated (including sittings fees) in a manner, depending upon the nature, quantum, importance and intricacies of the responsibilities and functions being discharged and also the standards prevailing in the industry and those chosen for such offices are people with the best of knowledge of talent and rich in experience.

14. MEETINGS OF THE BOARD OF DIRECTORS.

During the year under review, Six (6) meetings of the Board of Directors of the Company were held. The details as to Composition of the Board, committees, and the dates of meetings and the attendance thereat of various directors/members of the Committee, have been provided separately in the Corporate Governance Report, forming the part of this Annual Report.

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

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

15. DETAILS OF BOARD COMMITTEES

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

1. Statutory Committees

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders Relationship Committee

• Risk Management Committee

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

2. Internal Committee

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

16. AUDIT COMMITTEE

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

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

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

17. NOMINATION AND REMUNERATION COMMITTEE

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

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

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

18. STAKEHOLDERS RELATIONSHIP COMMITTEE

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

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

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

19. RISK MANAGEMENT POLICY AND FRAMEWORK

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

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

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

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

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

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

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

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

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

• Regular risk assessments to identify potential threats and opportunities;

• Risk mitigation measures to address identified vulnerabilities;

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

• Ongoing monitoring and evaluation of risk exposure;

• Analysis of employee-related risks and compliance obligations;

• Commitment to continuous improvement of the risk management processes.

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

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

20. CORPORATE GOVERNANCE

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

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

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

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

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

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

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

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

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

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

21. MANAGEMENT DISCUSSION & ANALYSIS

In terms of the provisions of Regulation 34(2)(e) of the Listing Regulations, the Managements Discussion and Analysis Report covering the performance and outlook of the Company is presented in a separate section forming part of this Annual Report.

22. VIGIL MECHANISM AND WHISTLE BLOWER POLICY

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

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

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

The Whistle Blower Policy aims to:

a. allow and encourage stakeholders to bring to the managements notice concerns about unethical behavior;

b. provide protection against victimization;

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

d. ensure timely and consistent organizational response; and

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

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

23. INTERNAL FINANCIAL CONTROLS & COMPLIANCE FRAMEWORK WITH THEIR ADEQUACY

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

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

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

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

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

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

The internal control framework has been designed to provide reasonable assurance with respect to recording and providing reliable financial and operational information, complying with applicable

laws, safeguarding assets from unauthorized use, executing transactions with proper authorization and ensuring compliance with corporate policies and prevention and detection of frauds and errors.

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

M/s Kirtane & Pandit LLP, Chartered Accountants have been entrusted with the responsibility of undertaking Internal Audit of the Company for the financial year 2024-25. The Internal Audit Reports as prepared by M/s. Kirtane & Pandit LLP Chartered Accountants, are placed, discussed and deliberated upon every quarter by the Audit Committee and the Board of Directors. The Internal Auditors have a direct access and reports directly to the Audit Committee of the Company.

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

During the year under review, no significant and material orders have been passed by the regulators or Courts or Tribunals impacting the going concern status and Companys operations in the future.

25. ANNUAL RETURN

In Compliance with the provision of Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, the Copy of Annual Return in Form MGT-7 as on 31^st March, 2025, is placed on the website of the Company at https://www.kamdhenupaints.com/annual-return.

26. DECLARATION BY INDEPENDENT DIRECTORS

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

(a) they meet the criteria for independence as laid down under Section 149(6) of the Act and the rules framed thereunder, read with Regulation 16(1)(b) of the Listing Regulations, as amended upto date;

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

(c) they are not aware of any circumstance or situation, existing or anticipated, which may impact or impair their ability to discharge duties;

(d) that they have complied with the Code for Independent Director prescribed in Schedule IV to the Act which forms a part of the Companys Code of Conduct for Directors and Senior Management Personnel, to which as well, they affirm their compliance.

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

Based on the declarations received, none of the Independent Directors served as an Independent Director in more than seven listed entities as on 31 ^st March, 2025 and the necessary disclosure providing details of Committee Chairmanship/ membership of the Independent Directors has also been obtained.

27. FAMILIARIZATION PROGRAMME FOR THE INDEPENDENT DIRECTORS

Your Company has established a structured Familiarization Program for Independent Directors with the objective of providing them comprehensive insights into the Companys operations, business environment, and strategic direction. This enables them to understand the business in depth and contribute meaningfully to Board discussions and decision-making.

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

• Business model and value chain

• Industry landscape and market positioning

• Operational and financial performance

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

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

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

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

28. PERFORMANCE EVALUATION OF THE BOARD OF DIRECTORS, ITS COMMIITTEE AND INDIVIDUAL DIRECTORS

Pursuant to the Provisions of Section 134,178 and Schedule IV of Companies Act, 2013 read with applicable rules and Regulation 17 and 25 of Listing Regulations, Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India and Guidance Note on Performance Evaluation by Institute of Company Secretaries of India, the Nomination and Remuneration Committee of the Company has devised a criteria for Performance Evaluation of the Board as a Whole, Individual Directors, Committees, Chairperson and Independent Directors.

In compliance with the above requirements, the Board of Directors undertakes an annual evaluation of its own performance, that of its Committees, the Chairperson, each Director, and specifically the performance of Independent Directors.

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

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

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

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

• Governance compliance and adherence to ethical standards

• Board dynamics, culture, and effectiveness of communication

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

Criteria of Performance Evaluation

The Individual Directors including the Chairman and Independent Directors are also evaluated on the basis of their qualifications, experience, knowledge and their competency and while evaluating the performance of each and every Director individually, the Board also give utmost check to their ability to work as team, commitment towards the functions assigned, contribution and availability at Board Meeting and other business matters etc.

In a separate meeting of the Independent Directors held on 19^th March, 2025, the performance of the Non-Independent Directors, the Board as a whole and Chairman of the Company were evaluated considering the views of Executive Directors and other Non-Executive Directors. Further, the Performance Evaluation as required was performed by the Board of Directors at their meeting held on 8^th May, 2025.

It was concluded by affirming that the Board as a whole, the Committee(s), Chairman and the individual Director continued to display a commitment to good governance by ensuring a constant improvement of processes and procedures and contributed their best in the overall growth of the organization and the Independent Directors have outperformed on all the criteria of Independence and their participation from the strategic point of view was commended and appreciated by all.

29. AUDITORS AND AUDITORS REPORT STATUTORY AUDITORS:

M/s M.C. Bhandari & Co., Chartered Accountants (Registration no.: 303002E), were appointed as the Statutory Auditors of the Company by the Shareholders of the Company at their 3^rd Annual General Meeting held on 15^th July, 2022, for a period of 5 consecutive years, so as to hold office as such from the conclusion of the 3^rd Annual General Meeting till the conclusion of the 8^th Annual General Meeting, as the Auditors of the Company.

The report of the M/s M.C. Bhandari & Co., Chartered Accountants (Registration no.: 303002E), Statutory Auditors on Standalone and Consolidated Financial Statements for the financial year 2024-25 forms part of the Annual Report which are self-explanatory and do not call for any further comment and the said report does not contain any qualification, reservation, disclaimer or adverse remark and they have not reported any incident of fraud pursuant to the provision of Section 143(12) of the Act, accordingly, no such details are required to be reported under Section 134(3)(ca) of the Act.

Subsequent to the close of the financial year but before the approval of this Report, the Company received a letter dated 6^th May, 2025 from M/s. M C Bhandari & Co., Chartered Accountants (FRN 303002E), Statutory Auditors of the Company, requesting a revision in audit fees from the financial year 2025-26 onwards. The request was placed before the Audit Committee and Board of Directors at their meetings held on 8^th May, 2025. After due consideration of the Companys financial position and prevailing market conditions, it was decided not to revise the audit fees at this stage, and the auditors were requested to continue under the existing fee structure. This decision was communicated to them via email dated 9^th May, 2025. Subsequently, the Company received a resignation letter dated 9^th May, 2025 from M/s. M C Bhandari & Co., resigning as Statutory Auditors with immediate effect. Thereafter, the Board of Directors upon the recommendation of the Audit Committee, at its meeting held on 15^th May, 2025, recommend the appointment of M/s. DSP & Associates, Chartered Accountants, as the Statutory Auditors of the Company to the Shareholders of the Company for their approval to fill the casual vacancy caused due to resignation of M/s. M.C. Bhandari & Co., Chartered Accountants. Further, the said appointment was duly approved by the shareholders at the 01/2025-26 Extra-Ordinary General Meeting held on 20^th June, 2025. M/s. DSP & Associates shall hold office until the conclusion of the ensuing Annual General Meeting of the Company.

SECRETARIAL AUDITORS:

The Board of Directors of the Company had appointed M/s Chandrasekaran Associates, Company Secretaries as the Secretarial Auditors of the Company to undertake its Secretarial Audit for the financial year 2024-25 as per the provisions of Section 204 of the Companies Act, 2013 read with rules made thereunder.

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

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

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

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

The Secretarial Audit Report of Kamdhenu Colour and Coatings Limited for the financial year ended 31^st March, 2025 pursuant to Regulation 24A of Listing Regulations and Companies Act, 2013, is annexed to this Annual Report as Annexure-C and does not contain any qualification, reservation, disclaimer or adverse remarks.

Also pursuant to the provisions of Regulation 24A of the Listing Regulations read with SEBI Circulars issued in this regard, the Annual Secretarial Compliance Report duly signed by M/s Chandrasekaran Associates, Company Secretaries, has also been submitted to the Stock Exchanges within 60 days of the end of the financial year and also forms a part of the Annual Report as Annexure-D.

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

They have not reported any incident of fraud pursuant to the provision of Section 143(12) of the Act, accordingly, no such details are required to be reported under Section 134(3)(ca) of the Act.

INTERNAL AUDITORS:

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

For the financial year 2025-26, the Board of Directors of the Company has, upon the recommendation of the Audit Committee, in their meeting held on 8^th May, 2025 has appointed M/s Kirtane & Pandit LLR Chartered Accountants, as the Internal Auditors of the Company to conduct the Internal Audit. A Certificate from M/s Kirtane & Randit LLR Chartered Accountants, has been received to the effect that their appointment as Internal Auditor of the Company, would be in accordance with the limits specified under Section 141 of the Act and Rules framed thereunder and that they are not disqualified from being appointed as the Internal Auditors of the Company.

COST AUDITORS:

Maintenance of Cost Records and the requirement of the Audit of the Cost Statements as mandated in Section 148 of Companies Act, 2013 is not applicable on the business activities carried out by the Company.

30. REPORTING OF FRAUDS BY AUDITORS

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

31. CORPORATE SOCIAL RESPONSIBILITY

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

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

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

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

The particulars relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo as stipulated under Section 134(3) (m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules 2014 is annexed as Annexure-E and forms part of this Report.

33. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURE

The Statement containing the particulars of employees as required under section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and other applicable rules (if any), is provided in Annexure - F forming part of this report.

34. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

In due compliance with the requirements of the Regulation 23 of Listing Regulations, as amended, read with Section 188 of the Companies Act, 2013 and the Rules 6A and Rule 15 of the Companies (Meetings of Board and its Powers) Rules, 2014, as amended upto date, Board of Directors had approved a policy on the Related Party Transaction including material transactions, which is to be followed in letter and spirit. The policy is available on the website of the Company at the web link: https://www.kamdhenupaints.com/ investor-zone#:~:text=KVL%20POLICY%20ON%20 RELATED%20PARTY%20TRANSACTIONS.

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

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

35. SUBSIDIARY, JOINT VENTURES OR ASSOCIATE COMPANIES

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

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

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

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

For details on the financial performance and position of the subsidiary, as reflected in the Consolidated Financial Statements, members are requested to refer to the relevant Notes to Accounts. Further, as required under the first proviso to Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statement of the subsidiary in the prescribed Form AOC-1 is attached as Annexure-H and forms part of this Annual Report and forms part of the financial statements in the prescribed Form AOC-1. Further pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited accounts in respect of subsidiaries, are also available on the website of the Company at https://kamdhenupaints. com/subsidiary-financials.

36. COMPLIANCE ON MATERNITY BENEFIT ACT, 1961

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

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

37. HUMAN RESOURCES MANAGEMENT

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

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

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

38. POLICY ON PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

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

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

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

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

The following is a summary of sexual harassment complaints received and disposed of during the financial year 2024-25:

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

39. COMPLIANCE WITH THE SECRETARIAL STANDARDS

During the year under review, the Company has complied with all applicable Secretarial Standards on meetings of the Board of Directors (SS-1) and the Secretarial Standard on General Meetings (SS-2), as stipulated by the Institute of Company Secretaries of India and notified by Ministry of Corporate Affairs.

40. LISTING WITH STOCK EXCHANGES

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

41. CHANGE IN NATURE OF BUSINESS

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

42. CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT

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

43. DECLARATION BY THE MANAGING DIRECTOR

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

44. RELATIONSHIP BETWEEN DIRECTORS INTER-SE

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

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

45. AUDIT TRAIL DISCLOSURE:

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

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

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

47. CONFIRMATIONS

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

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

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

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

(iv) made any change in voting rights.

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

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

(vii) failed to implement any corporate action.

b. The Companys securities were not suspended for trading during the year.

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

48. GENERAL DISCLOSURES

During the year under review:

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

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

c. The requirement to disclose the details of the difference between the amount of the valuation done at the time of one-time settlement and the valuation done while taking a loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable.

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

49. GREEN INITIATIVE

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

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

50. ACKNOWLEDGEMENT

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

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

	By order of the Board of Directors
	Kamdhenu Ventures Limited
	Sd/-	Sd/-
	(Sunil Kumar Agarwal)	(Saurabh Agarwal)
Date: 14th August, 2025	Chairman	Managing Director
Place: Gurugram	DIN:00005973	DIN:00005970