Directors Report of Kamdhenu Ltd.

Mar 31, 2025

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

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

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

Particulars	Growth/Decline	FY 2024-25	FY 2023-24
Total Income	A 2.66%	75,794.51	73,829.48
Total Expenses	A 1.01%	67,754.42	67,137.36
Profit/(Loss) before tax	A 20.14%	8,040.09	6,692.12
Tax Expenses	A 16.36%	1,953.35	1,678.77
Profit for the Year	A 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 11^th December, 2024.

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

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

2. OPERATIONAL PERFORMANCE AND BUSINESS
REVIEW

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

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

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

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

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

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

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

3. DIVIDEND

Declaration and Payment of Dividend for the year:

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

Dividend Distribution Policy:

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

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

4. TRANSFER TO RESERVES

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

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

5. STATEMENT ON INVESTOR EDUCATION AND
PROTECTION FUND

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

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

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

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

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

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

6. MATERIAL CHANGES AND FINANCIAL
COMMITMENTS.

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

7. SHARE CAPITAL
Allotment of Equity Shares

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

Sub-division/Split of Equity Shares

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

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

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

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

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

Other Confirmations:

a. Issue of equity shares with differential rights:

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

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

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

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

8. PUBLIC DEPOSITS

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

9. PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS

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

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL

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

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

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

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

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

2014 read with the Companies (Accounts) Rules, 2014
(including amendment thereof).

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

Presently, in terms of the provisions of Section 203
of the Act, the Key Managerial Personnel of the
Company are Shri Satish Kumar Agarwal, Chairman
and Managing Director, Shri Sunil Kumar Agarwal and
Shri Sachin Agarwal, Whole-time Directors of the
Company, Shri Harish Kumar Agarwal, Chief Financial
Officer, Head-Legal and CRO and Shri Khem Chand,
Company Secretary and Compliance Officer of the
Company.

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

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

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

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

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

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

12. MEETINGS OF THE BOARD OF DIRECTORS

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

Additionally, a separate meeting of the Independent
Directors of the Company was convened on
19^th March, 2025. All Independent Directors participated
in this meeting, which was conducted without the
attendance of non-independent directors. However,
upon the invitation of the Independent Directors, the
Company Secretary & Compliance Officer was present

throughout the meeting as an invitee. This practice
ensures that Independent Directors can deliberate
on matters freely and independently, fostering robust
corporate governance.

13. CORPORATE GOVERNANCE

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

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

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

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

14. BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT

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

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

15. MANAGEMENT DISCUSSION & ANALYSIS REPORT

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

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

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

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

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

No personnel of the Company has been denied access
to the Audit Committee. The Company affirms that
no complaint has been received through the said

mechanism which pertains to the nature of complaints
sought to be addressed through this platform.

The Whistle Blower Policy is available on the website of
the Company and can be accessed at the following link:
https://www.kamdhenulimited.com/Financial-
Results/Whistle-Blower-Policy Kamdhenu.pdf

17. RISK MANAGEMENT POLICY

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

18. INTERNAL CONTROLS SYSTEMS AND THEIR
ADEQUACY

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

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

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

The internal control environment of the Company
ensures:

• Adherence to policies and statutory compliance

• Efficient and secure operational conduct

• Prevention and detection of frauds and errors

• Accuracy and completeness of accounting
records

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

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

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

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

During the year under review, no significant and
material orders have been passed by the regulators or
courts or tribunals impacting the going concern status
and Company’s operations in the future.

20. ANNUAL RETURN

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

21. DECLARATION BY INDEPENDENT DIRECTORS

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

22. FAMILIARIZATION PROGRAMME FOR THE
INDEPENDENT DIRECTORS

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

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

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

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

Regulatory Framework and Compliance

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

Evaluation Framework and Methodology

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

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

Independent Directors'' Meeting and Board Review

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

Evaluation Criteria and Parameters

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

Outcome and Conclusion

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

thereby reinforcing a robust governance culture within

the organization

24. AUDITORS AND THEIR REPORTS

• STATUTORY AUDITORS''

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

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

• SECRETARIAL AUDITORS''

Pursuant to the provisions of Section 204 of the
Act and rules made thereunder the Company
had appointed M/s Chandrasekaran Associates,
Company Secretaries as the Secretarial Auditors
of the Company to undertake its Secretarial Audit
for the Financial Year 2024-25. The Secretarial
Audit Report for the Financial Year ended
31^st March, 2025 is annexed to this Annual Report
as Annexure-B which is self-explanatory and
does not contain any qualification, reservation,
disclaimer or adverse remark.

Further, pursuant to the provisions of Regulation
24A of the SEBI Listing Regulations read with
SEBI Circulars issued in this regard, the Annual
Secretarial Compliance Report duly issued by
M/s Chandrasekaran Associates, Company
Secretaries, has also been submitted to the Stock
Exchanges within 60 days from the end of the

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

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

COST AUDITORS''

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

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

The Cost Audit Report for Financial Year 2024-25,
does not contain any qualification, reservation,
disclaimer or adverse remark and the Cost
Auditors did not report any matter under Section
143(12) of the Act, therefore no detail is required to
be disclosed under Section 134(3)(ca) of the Act.
Further, for the Cost Audit of the current financial
year 2025-26, the Board of Directors, based on
the recommendation of the Audit Committee, in
its meeting held on 7^th May, 2025, has appointed
M/s K. G. Goel & Associates, Cost Accountant
as Cost Auditors for the financial year 2025-26
for conducting the Cost Audit of the records of
the Company. The remuneration payable to the
Cost Auditors is required to be placed before
the members in the general meeting for their
ratification. Accordingly, a resolution seeking
members’ ratification for the remuneration
payable to Cost Auditor, is included at Item No. 4
of the Notice of the ensuing 31^st AGM.

A Certificate from M/s K. G. Goel & Associates,
Cost Accountants has been received to the
effect that their appointment as Cost Auditor of
the Company, would be in accordance with the
limits specified under Section 141 of the Act and
Rules framed thereunder and that they are not
disqualified from being appointed as the Cost
Auditors of the Company.

• INTERNAL AUDITORS''

I n terms of Section 138 of the Companies Act,
2013 read with rules made thereunder, the
Board of Directors of the Company, upon the
recommendation of the Audit Committee has
appointed M/s Kirtane & Pandit LLP Chartered
Accountants (Firm Registration No. 105215W/
W100057) as the Internal Auditors of the Company
to conduct the Internal Audit for the financial year
2024-25.

The Internal Audit Report for financial year
2024-25, does not contain any qualification,
reservation, disclaimer or adverse remark and no
matter has been reported under Section 143(12)
of the Act, therefore no detail is required to be
disclosed under Section 134(3)(ca) of the Act.

For the financial year 2025-26, the Board
of Directors of the Company upon the
recommendation of the Audit Committee, in its
meeting held on 7^th May, 2025 has appointed
M/s Kirtane & Pandit LLP, Chartered Accountants,
as the Internal Auditors’ of the Company to
conduct the Internal Audit.

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

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

A Certificate from M/s Tattvam & Co., Chartered
Accountants, had been received to the effect
that their appointment as Internal Auditors of
the Company, would be in accordance with the
limits specified under Section 141 of the Act and
Rules framed thereunder and that they are not
disqualified from being appointed as the Internal
Auditors of the Company.

25. COMMITTEES OF THE BOARD OF DIRECTORS

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

26. AUDIT COMMITTEE

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

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

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 Company’s moral responsibility to promote societal welfare and well-being.

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

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

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

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

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

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

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

28. COMPLIANCE WITH THE SECRETARIAL STANDARDS

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

29. LISTING WITH STOCK EXCHANGES

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

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

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

31. PARTICULARS OF EMPLOYEES AND RELATED
DISCLOSURE

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

32. PARTICULARS OF CONTRACTS OR ARRANGEMENTS
WITH RELATED PARTIES

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

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

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

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

33. SUBSIDIARY, JOINT VENTURES OR ASSOCIATE
COMPANIES

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

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

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

34. HUMAN RESOURCES.

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

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

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

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

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

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

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

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

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

• Number of complaints disposed of during the
year: Nil

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

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

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

36. CHANGE IN NATURE OF BUSINESS

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

37. CODE OF CONDUCT FOR DIRECTORS AND SENIOR
MANAGEMENT

I n accordance with Regulation 26(3) of SEBI Listing
Regulations, the Company has formulated the Code
of Conduct for the Board members and Senior
Management Personnel of the Company with the
objective of ensuring that the business operations of
the Company are carried out in an ethical, transparent,
and efficient manner, free from any actual or potential
conflicts of interest between personal and professional
responsibilities. It provides clear guidelines for
expected behavior, responsibilities, and conduct in
order to maintain the highest standards of corporate
governance and accountability.

All the members of the Board and Senior Management
Personnel have affirmed compliance with the Code
of Conduct for the Board members and Senior
Management Personnel and the code of conduct is
available at the website of Company https://www.
kamdhenulimited.com/Financial-Results/Code-
of-Conduct-for-Senior-Management-Persinnel_
Kamdhenu.pdf

38. DECLARATION BY THE CHAIRMAN & MANAGING
DIRECTOR

Shri Satish Kumar Agarwal, Chairman & Managing
Director hereby affirm and declare that the Company
has obtained declaration from each individual
member of the Board of Directors and the Senior
Management confirming that none of them has
violated the conditions of the Code of Conduct for the
Board members and Senior Management Personnel.
A Certificate signed by Shri Satish Kumar Agarwal,
Chairman & Managing Director confirming that all the
Board Members and Senior Management Personnel
have affirmed compliance with Code of Conduct, as
applicable to them, in respect of financial year 2024-25
has been made part of Corporate Governance Report.

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

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

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

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

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

41. RELATIONSHIP BETWEEN DIRECTORS INTER-SE

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

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

42. DIRECTORS'' RESPONSIBILITY STATEMENT

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

a) In the preparation of the annual accounts for
the year ended 31^st March, 2025, the applicable
accounting standards had been followed along
with proper explanation relating to material
departures;

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

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

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

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

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

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

43. AUDIT TRAIL DISCLOSURE:

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

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

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

45. STATUTORY DISCLOSURES

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

46. GREEN INITIATIVE AND ELECTRONIC
COMMUNICATION

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

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

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

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

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

E-VOTING FACILITY

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

47. ACKNOWLEDGEMENT AND APPRECIATION

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

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

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

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

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

BY ORDER OF THE BOARD OF DIRECTORS OF
KAMDHENU LIMITED

Sd/- Sd/-

(Satish Kumar Agarwal) (Sunil Kumar Agarwal)

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

Place: Gurugram DIN: 00005981 DIN: 00005973

---

Mar 31, 2023

Your directors are pleased to present the 29^th (Twenty Ninth) Annual Report of Kamdhenu Limited (''the Company'') along with the Audited Financial Statements and the Auditor''s Report thereon for the financial year ended 31^st March, 2023 (''year under review'').

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

During the year under review, the Company has earned a net profit of '' 4,102.38/- Lakhs for the financial year ended 31^st March, 2023. The financial highlights of your Company for the financial year ended 31^st March, 2023, and for the previous financial year ended 31^st March, 2022, on a Standalone basis, are as follows;

Particulars	FY 2022-23	FY 2021-22
Revenue from Operations	73,208.26	59,958.99
Other Income	158.74	302.44
Total Revenue	73,367.00	60,261.43
Total Expenses	67,878.64	55,338.05
Profit before Exceptional Items and Tax	5,488.36	4,923.38
Exceptional Items	-	-
Profit/(Loss) before tax	5,488.36	4,923.38
Tax Expenses	1,385.98	977.88
Profit for the Year from continuing operation	4,102.38	3,945.50
Loss from Discontinued Operation	-	(1,270.04)
Profit for the Year	4,102.38	2,675.46
Paid up Capital(? 10 each fully paid-up)	2,693.55	2,693.55
Earnings per Share of continuing operation and
discontinued operation of the face value of '' 10 Each
Basic (In '')	15.23	9.93
Diluted (In '')	15.23	9.93

During the year under review, the company went

through a Scheme Arrangement.

The Scheme of Arrangement provides for:

(a) Amalgamation of Kamdhenu Concast Limited, Kamdhenu Overseas Limited, Kamdhenu Paint Industries Limited, Kamdhenu Infradevelopers Limited, Kamdhenu Nutrients Private Limited, Kay2 Steel Limited and Tiptop Promoters Private Limited (the Transferor Companies) with Kamdhenu Limited (the Transferee Company)

(b) De-merger of Paint Business (the Demerged Business) of Kamdhenu Limited (the Transferee Company) into Kamdhenu Colour and Coatings Limited (the Resulting Company No 2) and issuance of shares by Kamdhenu Ventures Limited (the Resulting Company No. 1) to the Shareholders of Kamdhenu Limited in consideration of the said de-merger.

(c) Re-organization of pre-Scheme Share Capital of Kamdhenu Ventures Limited (the Resulting Company No. 1).

The above Scheme of Arrangement was approved by the Hon''ble National Company Law Tribunal, Chandigarh Bench vide its order dated 3^rd June, 2022. The Scheme of Arrangement was became effective from 18^th July, 2022 upon having necessary filling done by Parties to the Scheme of Arrangement with Registrar of Companies, NCT Delhi & Haryana. The Appointed Date as approved by the Hon''ble National Company Law Tribunal, Chandigarh Bench was 1^st April, 2022, the date by which:

- All the Assets and Liabilities held by Transferor Companies as on 31^st March, 2022, respectively, were merged with the Kamdhenu Limited; and

- All the Assets and Liabilities of Demerged Business i.e. Paint Business held by Kamdhenu Limited, as

on 31^st March, 2022, were transferred and vested with Kamdhenu Colour and Coatings Limited, a wholly owned subsidiary of Kamdhenu Ventures Limited.

Upon having the Scheme of Arrangement became effective, Kamdhenu Ventures Limited and Kamdhenu Colour and Coatings Limited have also ceased to be the subsidiary of the Company w.e.f 1^st April,2022.

Further, the figures reported above by the Company for the financial year ending on 31^st March, 2023 are after taking effect of Amalgamation of Transferor Companies and Demerger of Paint Business of the Company and figures reported for the financial year ended on 31^st March, 2022 have been reinstated to have an effect of Steel Business only and to make financial comparable on the basis of performance of Steel business of the Company, as the Company is now engaged only in the business of manufacturing, production and marketing of steel and other steel related products.

During the year under review, the revenue of the Company for the FY 2022-23 stood at '' 73,208.26/-Lakhs which is 22% higher over the previous years'' revenue of '' 59,958.99/- Lakhs. The Profit after Tax (PAT) attributable to the Shareholders of the Company for the financial year 2022-23 stood at '' 4,102.38/-Lakhs as compared with the previous financial year 2021-22 which was '' 2,675.46/- Lakhs.

The Net worth of your Company on the standalone basis stoods to '' 16,667.75/- Lakhs as against '' 22,439.98/- Lakhs as of 31^st March, 2023.

2. OPERATIONAL PERFORMANCE AND BUSINESS REVIEW

In spite of the difficulties being faced by the Indian economy from the emergence of omicron virus and the outbreak of the conflict between Russia and Ukraine, our country continues to demonstrate robust growth, as the economy witness mass vaccinations in phases, ease of restrictions and post-pandemic opening-up, providing nations with opportunities to re-coup some of the economic losses. Quantitative easing, relaxation in restrictions, support packages and Government''s initiatives towards achieving maximum employment and working towards price stabilities pushed the economies on the path of gradual recovery. Somewhere the Company has also participated in

Government Initiatives to boost the Economy and close the Financial year 2022-23 with an positive note led by increase in production and strong performance of Steel TMT business, favourable demand macroeconomic scenario leading to pick up in economic activities, speed up of construction and infrastructure activities.

In addition to the above, this Financial year 2022-23 was a phenomenal and extra-ordinary year for the Company, as the group re-organization plan with the objective of simplifying the corporate structure and thereby creating additional value for the shareholders of the Company presented under Scheme of Arrangement which was approved by the National Company Law Tribunal, Chandigarh Bench, vide its order dated 3^rd June, 2022. The re-organization plan among other things entailed restructuring of its two business verticals i.e. Steel and Paint Business and Demerger of one of its verticals i.e. Paint Business of the Company into a Kamdhenu Colour and Coatings Limited, a separate entity, on a going concern basis, as per the provision of the Scheme of Arrangement with an Appointed date as 1^st April, 2022 and retaining the whole Steel Business by the Company.

Pursuant to the Demerger of Paint Business into Kamdhenu Colour and Coatings Limited, Kamdhenu Ventures Limited, Holding Company of Kamdhenu Colour and Coatings Limited, has on 9^th September, 2022 issued and allotted 2,69,35,500 Equity Shares of face value of '' 5/- each, on mirror shareholding basis, to the Equity Shareholders of Kamdhenu Limited, whose name where recorded in register of member and statement of beneficial owner as on 7^th September, 2022 in the ratio of 1 (One) Equity Shares of '' 5 each for every 1 (One) Equity Share of '' 10 each held in Kamdhenu Limited and upon having an all the requisite approval, Equity Shares of the Kamdhenu Ventures Limited were debut its listing on National Stock Exchange of India Limited and BSE Limited on 24^th January, 2023.

Post Demerger, the Company focused on its Steel Business and its revolutionary concept of Franchisee Model which led the Company to attain success in the middle tier steel segment on a regional front, the Management of the Company has left no stone unturned for the expansion of the Steel business and for reaching them to new heights for benefiting the Shareholders as well as the Stakeholders of the Company.

The operational robustness which was visible in the Company''s performance during financial year 202122, has remained steady with a sequential growth, in this financial year 2022-23, your Company has also demonstrated its endeavor to provide a report on the Steel business of the Company for the financial year 2022-23, since the demerger as compared with the previous year, is depicted as under:

In the Steel division, total sales of steel product were over 30.85 Lakhs metric tons as on 31^st March, 2023, as compared to the 25.53 Lakhs metric tons including the franchisee route, which marked a growth of approx. 21% YoY. The Royalty income from the franchisee stands up to '' 11,406/- Lakhs being 25% higher as compared with the previous year which stood at '' 9,159 Lakhs.

The Company''s total revenue from Steel Division stood at '' 73,208.26/- Lakhs, which being higher by ~22% on YoY basis.

The in house production capacity of Company is 1,20,000 MTpa and capacity of our franchisee units for Reinforcement Steel Bars (TMT Bars) stood at 40 Lakhs MTpa and for Structural Steels (Channels, Angles, Beams & Flats) stoods at 10 Lakhs MTpa and 2.5 Lakhs MTpa for Color Coated sheets.

3. DIVIDEND

Based on the Company''s Performance, the Board of Directors are pleased to recommend a final dividend of '' 1.5/- per Equity Share (Rupee One and Paisa Fifty Only) of Face Value of '' 10/- each fully paid up, on the Equity Share Capital of the Company for the Financial year ended 31^st March, 2023 to the Equity Shareholders of the Company, subject to their approval at the ensuing 29^th Annual General Meeting ("AGM"). The dividend, if approved by the Shareholder of the Company, would involve total cash outflow on account of dividend of '' 404.03/- Lakhs resulting in a pay-out of ~10.00% of the profits of the Company.

The final Dividend recommended by the Board of Directors, subject to the approval of Shareholders was 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. STATEMENT ON INVESTOR EDUCATION AND PROTECTION FUND

In terms of the provisions of Section 124 of the Companies Act, 2013 (''Act'') read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules”) read with the relevant circulars and amendments thereto, the amount of dividend transferred to the Unpaid Dividend Account of a Company, which remains unclaimed / un-paid for a period of seven years from the date of such transfer, shall be transferred statutorily along with interest accrued, if any, thereon to the Investor Education and Protection Fund (''IEPF'') administered by the Central Government. Further, according to the IEPF Rules, the shares in respect of which dividends has not been en-cashed or claimed by the Shareholders for seven consecutive years or more, are also required to be transferred to the demat account created by the IEPF Authority, within a period of 30 days from which the shares become due to 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 has, in compliance with the provision of Section 124 of the Act and IEPF Rules, transferred 10,245 equity shares to the demat account of the IEPF Authority maintained with NSDL. The details of such shares are available on the website of the Company at https://www. kamdhenulimited.com/pdf/Details_of_Shares_liable_ to_be_transferred_to_IEPF_during_2022-23.pdf

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

5. TRANSFER TO RESERVES

The closing balance of the retained earnings which form a part under the head Other Equity in the Financial Statement of the Company for the financial year 2022-23, after all appropriations and adjustments was '' 14,058.44/- Lakhs.

6. SCHEME OF ARRANGEMENT

In line and with reference to all the material events, approvals and sanctioned granted to the Company during the financial year 2021-22 on the Scheme of Arrangement of Kamdhenu Concast Limited, Kamdhenu Overseas Limited, Kamdhenu Paint Industries Limited, Kamdhenu Infradevelopers Limited, Kamdhenu Nutrients Private Limited, Kay2 Steel Limited, Tiptop Promoters Private Limited (hereinafter collectively referred as "Transferor Companies"), Kamdhenu Limited (hereinafter be referred as "Transferee/Demerged Company") and Kamdhenu Ventures Limited and Kamdhenu Colour and Coatings Limited (hereinafter be referred as Resulting Company No. 1 and 2, respectively) filed by the Company with Hon''ble National Company Law Tribunal, Chandigarh Bench.

During the financial year 2022-23, the Hon''ble National Company Law Tribunal, Chandigarh Bench ("NCLT”), has vide its Order dated 3^rd June, 2022, has approved and sanctioned the Scheme of Arrangement. Upon having the receipt of Certified True Copy of Order issued by NCLT, the Transferor Companies, Transferee Company and Resulting Companies has filed the above Order of NCLT with Registrar of Companies NCT Delhi & Haryana in the stipulated form and made the Scheme of Arrangement effective from 18^th July, 2022 with a Appointed Date as 1^st April, 2022.

Your Company has upon the Scheme of Arrangement became effective, has on 20^th July, 2022, issued and allotted the below securities to the Shareholders of Transferor Companies, whose names appear in the Register of Member/Statement of Beneficial Ownership Date of each of respective Transferor Companies as of 18^th July, 2022, the date determined by each of Transferor Companies as Record Date, in such swap ratio as more specifically mentioned in the Scheme of Arrangement;

1) 78,04,145 (Seventy Eight Lakhs Four Thousand One Hundred and Forty Five) Equity Shares having Face Value of '' 10/- each (Rupees Ten); and

2) 1,09,58,078 (One Crore Nine Lakhs Fifty Eight Thousand and Seventy Eight) 9% Non-Cumulative Compulsorily Redeemable Preference Shares having Face Value of '' 10/- each (Rupees Ten)

Also, consequent to the amalgamation, out of seven transferor companies, six transferor companies holding 78,04,145 (Seventy Eight Lakhs Four Thousand One Hundred and Forty Five) Equity Shares having Face Value of '' 10/- each (Rupees Ten) in the Company, were cancelled with effect from 18^th July, 2022 being the cross holdings.

Subsequent to the Amalgamation, the Board of Directors of the Company has fixed 7^th September, 2022, as Record Date for determining the Shareholders of the Company to whom the Equity Shares of Kamdhenu Ventures Limited will be issued and allotted, in consideration of Demerger. Whereafter, Kamdhenu Ventures Limited has on 9^th September, 2022 has issued and alloted 2,69,35,500 Equity Shares to the Shareholders of Kamdhenu Limited, on mirror shareholding basis. Upon having all the requisite approval from Securities and Exchange Board of India, National Stock Exchange of India Limited, BSE Limited and Depositories, the Equity Shares of Kamdhenu Ventures Limited were listed on Stock Exchange on 24^th January, 2023.

7. MATERIAL CHANGES AND FINANCIAL COMMITMENTS.

During the financial year 2022-23, the Board of Directors of the Company had in their meeting held on 11^th November, 2022, has decided and approved for raising funds by way of issuing 50,00,000 Warrants convertible into Equity Shares of the Company, on preferential basis, in terms of Chapter V of the SEBI (ICDR) Regulations, 2018, which was also approved by the Shareholders of the Company in their ExtraOrdinary General Meeting held on 9^th December, 2022. In compliance with the applicable regulation of Chapter V of the SEBI (Issue of Capital and Disclousre Requirements) Regulation, 2018, the Company has also submitted In-Principle application with National Stock Exchange of India Limited and BSE Limited within the statutory timelines. However, the approvals from both the Stock Exchanges are still awaited as on date of this report.

Apart from the information provided/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 between the end of the financial year of the Company i.e. 31^st March, 2023 to which this financial statement relates and till date of this Report.

8. SHARE CAPITAL

Pursuant to the Order dated 3^rd June, 2022, issued by Hon''ble National Company Law Tribunal, Chandigarh Bench on the Scheme of Arrangement and consequent to the merger of 7 (Seven) Transferor Companies into Kamdhenu Limited, the Authorized Share Capital of the Company has been increased from '' 41,50,00,000/-(Rupees Forty One Crores Fifty Lakhs only) constituting '' 30,00,00,000/- (Rupees Thirty Crores only) Equity Share Capital divided into 3,00,00,000 (Three Crores) Equity Shares of '' 10/- each and '' 11,50,00,000 Preference Share Capital divided into 1,15,00,000 (One Crore Fifteen Lakhs) Preference Shares of '' 10/- each to '' 46,30,00,000 (Rupees Forty Six Crore and Thirty Lakhs Only) constituting '' 34,80,00,000 (Rupees Thirty Four Crore and Eighty Lakhs Only) Equity Share Capital divided into 3,48,00,000 Equity Shares of '' 10/- each and '' 11,50,00,000 Preference Share Capital divided into 1,15,00,000 (One Crore Fifteen Lakhs) Preference Shares of '' 10/- each. The Capital Clause i.e. Clause V of Memorandum of Association of the Company was altered suitably.

During the year under review, the Company has:

- Cancelled 78,04,145 Equity Shares of face value of '' 10/- each held by the Transferor Company in the Company in terms of applicable provisions of Scheme of Arrangement; and

- issued and allotted 78,04,145 Equity Shares of face value of '' 10 each and 1,09,58,078 9% Non-Cumulative Compulsorily Redeemable Preference Shares of face value of '' 10 each, to the Shareholders of the Transferor Companies, as per the swap ratio mentioned in the Scheme of Arrangement on 20^th July, 2022.

- Redeemed 1,09,58,078 9% Non-Cumulative

Compulsorily Redeemable Preference Shares on 9^th September, 2022

Accordingly, the Equity Paid-up Capital of the Company as on closure of financial year i.e. on 31^st March, 2023 stood at '' 26,93,55,000 (Rupees Twenty Six Crore Ninety Three Lakhs Fifty Five Thousand Only) divided into 2,69,35,500 Equity Shares of face value of '' 10/-each. Also, the Company has not issued any shares with differential voting rights nor granted any stock options or sweat equity.

9. 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.

10. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Particulars of the loans given, guarantees extended or securities provided and the investments made by the Company, if any, in various bodies corporate in terms of the provisions of Section 186 of the Companies Act, 2013 and the rules framed thereunder have been adequately described in the Financial Statements. The same are in consonance the provisions of the aforesaid section.

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL

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 Sunil Kumar Agarwal (DIN: 00005973) 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 Whole-time Director, without any break The Board of Directors recommend his reappointment for consideration by the shareholders of the Company at the ensuing AGM.

During the year under review, Shareholders of your Company in their 28^th Annual General Meeting of the Company held on 28^th July, 2022 has confirmed the appointment/re-appointment of;

- Shri Satish Kumar Agarwal, Promoter and member of Promoter Group, as Chairman and Managing Director of the Company, liable to retire by rotation for a period of 3 (Three) Years commencing from 1^st April, 2023 and till 31^st March, 2026;

- Shri Sunil Kumar Agarwal, Promoter and member of Promoter Group, as Whole-time Director of the Company, liable to retire by rotation for a period of 3 (Three) Years commencing from 1^st April, 2023 and till 31^st March, 2026;

- Shri Sachin Agarwal, member of Promoter Group, as Whole-time Director of the Company, liable to

retire by rotation for a period of 3 (Three) Years commencing from 1^st April, 2023 and till 31^st March, 2026;

- Shri Madhusudan Agarwal, a person with high integrity, expertise and experience was reappointed as Non-Executive Independent Director of the Company, not liable to retire by rotation for a second consecutive terms of 5 years, effective from the next day of his expiry of his current tenure from i.e. w.e.f 22^nd May, 2023 and uptill 21^st May, 2028;

- Smt. Pravin Tripathi, a person of high integrity, expertise and experience, was appointed as NonExecutive Independent Director of the Company, not liable to retire by rotation for a period of 5 (five) consecutive years, effective from 30^th May, 2022 and to hold office uptill 29^th May, 2027.

Shri Saurabh Agarwal, member of Promoter Group and earlier a Whole-time Director has been appointed/ re-designated as Non-Executive- Non Independent Director of the Company, liable to retire by rotation, with effect from 1^st June, 2022, consequent to his appointment as Managing Director in Kamdhenu Ventures Limited and Kamdhenu Colour and Coatings Limited, wherein the Paints Business of the Company has been transferred & demerged.

Smt. Nishal Jain, Independent Woman Director of the Company has resigned from the office of Director w.e.f 31^st May, 2022, due to personal reasons and other professional commitments/ engagements as mentioned in her resignation letter dated 30^th May, 2022. The Board placed on record its sincere appreciation for the outstanding contribution made by Smt. Nishal Jain during her tenure with the Company.

Shri Ramesh Chandra Jain, who was re-appointed as Independent Director of the Company for a second terms of 2 consecutive years w.e.f 2^nd May, 2021 by the Shareholders of the Company at the 27^th AGM of the Company held on 27^th day of September, 2021, has completed his second consecutive term on 1^st May, 2023 and consequently ceased to be the Independent Director of the Company from 2^nd May, 2023. The Board placed on record their appreciation for the valuable contributions made by Shri Ramesh Chandra Jain during his association with the Company.

The Board of Directors, upon the recommendation of Nomination & Remuneration Committee in terms

of Nomination and Remuneration Policy, on 2^nd May, 2023 has approved the appointment of Shri Baldev Raj Sachdeva, as Additional Director in the capacity of Independent Director of the Company, for a first consecutive term of 3 years, effective from 2^nd May, 2023, in terms of the provisions of Companies Act,

2013 and SEBI Listing Regulation, subject to the approval of Shareholders of the Company. Accordingly, the Board of Directors in their meeting held on 18^th May, 2023 has decided to sought the approval of Shareholders for the appointment of Shri Baldev Raj Sacheva, as Independent Director through Postal Ballot in terms of the Regulation 17, 25 and other applicable regulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

All the Independent Directors have given their declaration confirming that they meet the criteria of independence as prescribed Regulation 16(1 )(b) 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 compliance with the Circulars dated 20^th June, 2018 issued 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 & Managing Director, Shri Sunil Kumar Agarwal and Shri Sachin Agarwal, Whole-time Directors of the Company, Shri Harish Kumar Agarwal, Chief Financial Officer and Shri Khem Chand, Company Secretary and Compliance Officer of the Company.

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

The Board of Director, has upon the recommendations of the Nomination & Remuneration Committee (NRC), has adopted the Nomination & Remuneration Policy for its Directors, Key Managerial Personnel (''KMPs'') and Senior Management Personnel. The Nomination & Remuneration Committee has also adopted the Charter which, inter-alia deals with the manner of selection of the Board of Directors, Senior and Key Managerial

Personnel and their compensation. This Policy is accordingly derived from the said Charter;

- The incumbent for the positions of Executive and Non-Executives Directors and/or Key and Senior Managerial Personnel, shall be the persons of high integrity, possesses relevant expertise, experience and leadership qualities, required for the position.

- In case of appointment of Independent Directors, the independent nature of the proposed appointee vis-a-vis the Company, shall be ensured including the fulfillment of the criteria for independence as laid down under the Act and the SEBI Listing Regulations.

- The NRC shall consider qualification, experience, expertise of the incumbent, and shall also ensure that such other criteria with regard to age and other qualification etc., as laid down under the Companies Act, 2013, SEBI Listing Regulations or other applicable laws are fulfilled, before recommending to the Board, for their appointment as Directors.

- In case of re-appointment, the Board shall take into consideration, the performance evaluation of the Director and his engagement level.

The Company''s policy is based on the fundamental principle of payment for performance, the Company strives to ensure that the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors, Senior and Key Managerial Personnel of the quality required to run the Company successfully and also the relationship between remuneration and performance is clear and meets appropriate performance benchmarks. Remuneration (including sitting fees) for directors including Independent Directors, KMPs and senior management personnel, are 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 which seeks to ensure that depending upon the nature, quantum, importance and intricacies of the responsibilities and functions being discharged as 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.

In remunerating the Directors (in the case of executive directors), KMPs and Senior Management Personnel, meticulous planning and hard work goes into, while drawing up the remuneration packages, and it was ensured that the adequate compensation has been paid to the persons chosen based on their potential and performance, in line with the market standards and prevailing economic scenario and does not lead to any unfairness or imbalances in the overall remuneration structure of the Company across different hierarchical levels.

The Nomination and Remuneration Committee recommends the remuneration payable to the Executive Directors and Key & Senior Managerial Personnel, for approval by Board of Directors of the Company, subject to the approval of its shareholders, wherever necessary. The Company''s Policy for the appointment of Directors and KMPs and Senior Managerial Personnel and their Remuneration policy is annexed as Annexure-A of the Board Report, forming part of this Annual Report and can also be accessed on the Company''s website at the web-link https://www.kamdhenulimited.com/ Financial-Results/Nomination-Remuneration-Policy_ Kamdhenu.pdf

13. MEETINGS OF THE BOARD OF DIRECTORS.

The Board of Directors met four (4) times during the financial year 2022-23 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 this Annual Report. The intervening gap between two consecutive meetings was not more than one hundred and twenty (120) days as prescribed by the Companies Act, 2013 and the Listing Regulations.

Additionally, a meeting of the Independent Directors of the Company was held on 15^th March, 2023, 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.

14. CORPORATE GOVERNANCE

Your Company since inception believes that effective leadership, robust policies, processes and systems, transparency and a rich legacy of values form the hallmark of our best corporate governance framework. These values are reflected in Kamdhenu Conglomerate culture, business practices, disclosure policies and relationship with its stakeholders. The Board is conscious of its inherent responsibility to disclose timely and accurate information on the Company''s operations, performance, material corporate events as well as on leadership and governance matters relating to the Company, these ethics and values are in the Company''s Board and are also practiced by Kamdhenu Conglomerate, which is at par with best international standards and good corporate conduct.

Pursuant to the Regulation 34 of SEBI Listing Regulations read with Schedule V thereto, a detailed report on Corporate Governance is included in this Annual Report. A Certificate certifying the Company''s compliance with the requirements of Regulations as set out in the SEBI Listing Regulations, taken from M/s. Chandrasekaran Associates, Practicing Company Secretaries, is attached to the report on Corporate Governance.

15. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Securities and Exchange Board of India (SEBI) vide its circular dated 10^th May, 2021, made Business Responsibility and Sustainability Report (BRSR) mandatory for the top 1,000 listed companies (by market capitalization) from financial year 2022-23. Therefore, the Company has provided BRSR, which indicates the Company''s performance against the principles of the ''National Guidelines on Responsible Business Conduct''. This would enable the shareholders to have an insight into environmental, social and governance initiative of the Company.

The Company''s management is always committed for pursuing their businesses in an ethical and transparent manner and Company believes in demonstrating responsible behavior while adding value to the society and the community, as well as ensuring environmental well-being from a long-term perspective. The BRSR describing the initiatives taken by your Company from an social, governance and environmental perspective, in the prescribed format is available as a separate section

of the Annual Report, in Compliance of Regulation 34(2) (f) of the SEBI Listing Regulations.

16. MANAGEMENT DISCUSSION & ANALYSIS REPORT

In terms of the provisions of Regulation 34(2)(e) of the SEBI Listing Regulations, a detailed Management Discussion and Analysis Report (MDAR) forms an integral part of this Annual Report and gives an update, inter-alia, on the following matters:

- Industry structure and developments

- Opportunities & Threats

- Segment-wise overview of business performance

- Financial Overview including Key Financial Ratios

- Outlook

- Human Resources & Material Developments

- Risks & opportunities

- Internal control systems and their adequacy

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

The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of its business operations. To maintain these standards, the Company has implemented robust Code of Conduct ("CoC”) which enables its stakeholders to report concerns about unethical or inappropriate behaviour, actual or suspected fraud, leak of unpublished price sensitive information, unfair or unethical actions or any other violation of the CoC. The Company''s Code of Business Ethics are applicable to our associates who partner us in our organizational objectives and customers. The objective of CoC is to ensure that your Company conducts its business in the most principled and ethical manner, the highest level of governance and a discrimination and harassment-free workplace for all its employees.

In line with the requirements under Section 177(9) & (10) of the Act and Regulation 22 of the SEBI Listing Regulations, the Company has also in place a Vigil (Whistle Blower) Mechanism and formulated a Policy in order to provide, a formal channel for all its Directors, employees and other stakeholders including customers to approach the Chairman of the Audit Committee and a path for making protected disclosures about the unethical behaviour, actual or suspected fraud or violation of the Company''s Code of Conduct. Your

Company hereby affirms that no person is denied access to the Chairman of the Audit Committee. The Whistle Blower Policy aims to ensure that serious concerns are properly raised and addressed and are recognized as an enabling factor in administering good governance practices

The Whistle-blower Policies and Company''s Code of Conduct are designed to ensure that Directors, employees and third parties may report genuine concerns on CoC adherence or violations thereof without fear of retaliation (including through anonymous reporting). 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.

All new employees go through a detailed personal orientation on CoC and anti-sexual harassment. Your Company seeks affirmation on compliance of CoC on a quarterly basis from the Directors and the employees at senior level. Additionally, separate trainings on Sexual Harassment & Insider Trading are conducted to educate the employees. The education and sensitization is further strengthened through periodic email communications and focused group discussions with the employees to ensure the CoC is followed in spirit and failures are minimized. The Board and the Audit Committee are informed periodically on the matters reported under CoC and the status of resolution of such cases.

The Company affirms that no complaint has been received through the said mechanism which pertain to the nature of complaints sought to be addressed through this platform.

The Whistle Blower Policy is available on the website of the Company www.kamdhenulimited.com at thelink https://www.kamdhenulimited.com/Financial-Results/Whistle-Blower-Policy_Kamdhenu.pdf

18. RISK MANAGEMENT POLICY

For Kamdhenu, Risk Management is an integral and important aspect of Corporate Governance. Your Company believes that a robust Risk Management ensures adequate controls and monitoring mechanisms for a smooth and efficient running of the business. A risk-aware organization is better equipped to maximize

shareholder value. The Company has a robust Risk Management framework to identify and evaluate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on its business objectives and enhance its competitive advantage. It defines the risk management approach across the Company, at various levels including the documentation and reporting. At present, the Company has not identified any element of risk which may threaten its existence.

Your Company has in compliance of the Regulation 21 of the SEBI Listing Regulations read with SEBI (Listing Obligations and Disclosure Requirements) (Fifth Amendment) Regulations, 2021, has in place Risk Management Committee (RMC), chaired by an Shri Satish Kumar Agarwal, Chairman & Managing Director, which assists the Board in monitoring and overseeing implementation of the risk management policy, including evaluating the adequacy of risk management systems, prepare the mitigation plan, on the basis of appropriate methodology, processes and systems and such other functions as mandated under the SEBI Listing Regulations and as the Board may deem fit from time to time. The RMC, on timely basis informed the Board of Directors about risk assessment and minimization procedures. The RMC has, inter-alia, formulated a detailed Risk Management Policy, as prescribed under the Listing Regulations.

The Risk Management Policy adopted by the Company, has been drawn up based on a detailed assessment of the internal and external risk specifically faced by the Company, in particular including financial, operational, sectoral, sustainability (particularly, ESG related risks), information, cyber security risks, risks associated with the business of the Company and also the risks which could emanate from un-anticipated and unprecedented situations and the Policy also covers the risks related to the Company assets and property, the risks which the employees of the Company may get exposed to, the risks arising out of non -compliance if any, with the provisions of and requirements laid down under various applicable statutes, Foreign Exchange related risks, risks which could emanate from business competition, contractual risks etc.

The composition, detailed terms of reference of the RMC and attendance at its meetings are provided as part of the Corporate Governance Report. The policy

has been uploaded on the website of the Company and can be accessed at the web link https://www. kamdhenulimited.com/Financial-Results/Risk_ Management_Policy.pdf.

19. INTERNALCONTROLSSYSTEMS&THEIRADEQUACY

Internal Financial Controls are an integrated part of the risk management process which in turn is a part of Corporate Governance addressing financial and financial reporting risks.

The Board of Directors of your Company has laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively. The Company''s internal financial control are commensurate with its with size, scale, complexity of its operations and nature of its operations and such internal financial controls are adequate and are operating effectively.

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 accuracy and completeness of the accounting records;

- the timely preparation of reliable financial

disclosures.

The Risk Management framework recognizes the Internal Financial Controls as an integral part of its framework and has defined policies and procedures for addressing the financial reporting risks and ensures orderly and efficient conduct of its business. The Company''s framework also includes entity-level policies, processes controls, IT general controls and Standard Operating Procedures (SOPs). The entity-level policies include code of conduct, conflict of interest, confidentiality and whistle blower policy and other policies such as organization structure, insider trading policy, HR policy, IT security policy.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and the reviews performed by

management including functional Heads and the Audit Committee, the Board of Directors of the Company is of the opinion that during the financial year ended 31^st March, 2023 no significant material weaknesses or deficiencies was found that can impact financial reports and the Company has sound and effective internal financial control and compliance system and are operating as intended. Accordingly, the Directors'' Responsibility Statement contains a confirmation as regards to adequacy of the internal financial controls.

20. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSEDBYTHEREGULATORS/COURTS/TRIBUNALS

During the year under review, no significant and material orders have been passed by the regulators or courts or tribunals impacting the going concern status and Company''s operations in the future except the order by Hon''ble National Company Law Tribunal, Chandigarh Bench pursuant to Scheme of Amalgamation as mentioned above. The National Faceless Assessment Centre, Delhi has completed the Income tax Assessment for the AY 2018-19, on 24^th September, 2021 under Section 143(3) Read with Section 144B of the Income Tax Act, 1961 and raised an Demand Notice for an amount of '' 7,09,83,037, for which the Company has filed appeal before the Commissioner of Income Tax (Appeal) on 14^th October, 2021. The Commissioner of Income Tax (Appeal) has passed the Order on 29^th March, 2023, in the favour of the Company stating that the reduction in valuation of closing stock is a notional loss and the said notional loss cannot be allowed against the real income.

21. ANNUAL RETURN

In Compliance with the provision of Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, the draft Annual Return in Form MGT-7 for the Financial Year 2022-23, is made available on the website of the Company at https://www.kamdhenulimited.com/ annual-return.php

22. DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declarations in terms of Section 149(7) of the Companies Act, 2013 and Regulation 16 of the SEBI Listing Regulations, from the Independent Directors to the effect that;

(a) they fulfill 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 SEBI Listing Regulations, as amended upto date ("Listing Regulations”);

(b) that they have got themselves registered in the data bank for Independent Directors being maintained by the Indian Institute of Corporate Affairs (IICA), of the Ministry of Corporate Affairs, Government of India and their names are included in the data bank maintained by IICA;

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

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

Based on the declarations received from the Independent Directors, your Board of Directors confirm the independence, integrity, expertise and experience (including the proficiency) of the Independent Directors of the Company and there has been no change in the circumstances which may affect their status as Independent Directors of the Company.

23. FAMILIARIZATION PROGRAMME FOR THE INDEPENDENT DIRECTORS

The Company has designed a Familiarization Programme for its Independent Directors which is imparted at the time of appointment of an Independent Director on Board, as well as on Annual Basis. The Programme aims to provide insights into the Company to enable the Independent Directors to understand its business in depth, to acclimatize them with the processes, business and functionaries of the Company and to assist them in performing their role as Independent Directors of the Company. Apart from review of matters as required by the Charter, pursuant to Regulation 25(7) of SEBI Listing Regulation, the Board also discusses various business strategies periodically. This deepens the Independent Directors'' understanding and appreciation of Company''s business and thrust areas. Further, the Company also provides periodic insights and updates to the entire Board, including Independent Directors and other Non-Executive Directors, regarding business, innovation, ESG, human capital management, culture, technology, etc.

The Independent Directors are made aware with their duties, role and responsibilities at the time of their appointment/reappointment through a formal letter of appointment which stipulates various terms and conditions of their engagement apart from clarifying their roles and responsibilities.

Further, in line with the policy of the Company as framed in this regard and in compliance with the requirements of the SEBI Listing Regulations, a familiarization exercise for Independent Directors of the Company was carried out on 15^th March, 2023, wherein all the Independent Director have participated aptly. As required under Regulation 46(2)(i) of SEBI Listing Regulations, the details of Familiarization program imparted to the Independent Directors are available on the website of the Company and can be viewed at the web link: https://www.kamdhenulimited.com/Financial-Results/ FAMILIARISATION-PROGRAMME-OF-INDEPENDENT-DIRECTORS-AND-DETAILS-OF-PROGRAMMES%20 -%202022-23.pdf

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

Your Company believes that the process of performance evaluation at the Board level is pivotal to its Board Engagement and Effectiveness. The Nomination & Remuneration Policy is embedded with criteria for Board Evaluation is duly approved by Nomination & Remuneration Committee (''NRC''). Performance evaluation is facilitated by the Chairman of the Board who is supported by the Chairman of Nomination & Remuneration Committee. In compliance with the requirement of the Companies Act, 2013 and the SEBI Listing Regulations, as amended from time to time, the Board of Directors on annual basis evaluates the functioning of the Board, its Committees, Chairman and of the individual Directors as per the process and criteria of annual performance evaluation recommended by the NRC and approved by the Board of Directors.

The Board as a whole and the committee thereof were being evaluated on various parameters including but not limited to their compositions, Structure, experience, qualifications, diversity, roles and responsibility of each and every directors towards Stakeholders, strategic participation, governance compliances, culture and dynamics and quality of relationship between Board Members and the Management.

The Individual Directors including the Chairman and Independent Directors are also evaluated on the basis of their qualifications, experience, leadership, 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 including Stakeholders interaction etc. The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on 5^th January, 2017.

Process of Performance Evaluation

Separate sets of structured questionnaire for each of the evaluations i.e., for evaluation of (a) Board; (b) Committees of the Board; (c) Independent Director; (d) Non-Independent Director including Executive and Non-Executive Directors and (e) Chairman of the Board and Company, were prepared covering various aspects of the Board''s functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance and circulated to all the Directors of the Company

In addition to the questionnaires, detailed one-on-one insighting was carried out by the Chairman of the Company with Independent Director and Chairman of the NRC with individual Board members. Feedback was also taken from senior management personnel on relevant aspects of Board functioning and shared with the Chairman of Company as well with Chairman of the NRC.

A quantitative analysis and Board Effectiveness presentation with in-sighting feedback and trends was shared and presented by the Chairman of the NRC to all Board Members.

In a separate meeting of the Independent Directors held during financial year 2022-23, the performance of the Non-Independent Directors, the Board as a whole and Chairman of the Company were evaluated taking into account the views of Executive Directors and other Non-Executive Directors. The Independent Directors at their meeting held also assessed the quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

The NRC reviewed the performance of the individual

directors and the Board as a whole. In the Board meeting that followed the meeting of the Independent Directors and the meeting of the NRC, the performance of the Board, its Committees, and individual directors were discussed and noted that the Board as a whole is functioning as a cohesive body which is well engaged with different perspectives. The Board Members from different backgrounds bring about different complementarities and deliberations in the Board and Committee Meetings. It was also noted that the Committees are functioning well and important issues are brought up and discussed in the Committees as per its terms of reference as mandated by law.

Conclusion of Performance Evaluation

The evaluation for the financial year 2022-23 of Directors, each of the Committees and that of the Board have been reviewed and 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. The Board has taken note of the feedback received from Directors to further improve the performance of the Directors, the Board itself and Committees of the Board. NRC expressed its satisfaction to the overall process of annual performance evaluation

25. AUDITORS AND THEIR REPORTS STATUTORY AUDITORS

M/s S.S. Kothari Mehta & Co. Chartered Accountants (Firm Registration No.000756N), Statutory Auditors of the Company, having in compliance with the provisions of Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, has been appointed by the Shareholders of the Company at their 28^th Annual General Meeting held on 28^th July 2022, as the Statutory Auditors of the Company for a period of 5 consecutive years from the financial year 2022-23 to 2026-27, so as to hold office as such from the conclusion of the 28^th Annual General Meeting till the conclusion of the 33^rd Annual General Meeting.

The report of the Statutory Auditors on Financial Statements for the financial year 2022-23 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.

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 Secretarial Audit for the financial year ended 31^st March, 2023 as per the provisions of Section 204 of the Companies Act, 2013 read with rules made thereunder. Also 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 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 an Annexure-B.

The Secretarial Audit Report for the financial year ended 31^st March, 2023 is annexed to this Annual Report as Annexure-C which is self-explanatory and does not contain any qualification, reservation, disclaimer or adverse remark.

COST AUDITORS

Pursuant to 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 cost audit records maintained by the Company in respect of its manufacturing activities are required to be audited. Cost records are prepared and maintained by the Company for its steel division as required under Section 148(1) of the Act. The Board of Directors of the Company had appointed M/s. K G Goyal & Associates, Cost Accountants as the Cost Auditors of the Company to undertake to conduct cost audit of the cost records of the Company for the financial Year 2022-23 as per the provisions of Section 148 of the Companies Act, 2013 read with rules made thereunder.

The Cost Audit Report for financial year 2022-23, 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.

It would be pertinent to mention here that the Board of Directors, based on the recommendation of the Audit Committee, has appointed M/s K. G. Goel & Associates, Cost Accountant as Cost Auditors for the financial year 2023-24 for conducting the Cost Audit of the records of the Company. The remuneration payable to the Cost Auditors is required to be placed before the members in the general meeting for their ratification. Accordingly, a resolution seeking members'' ratification for the remuneration payable to Cost Auditor, is included at Item No. 4 of the Notice of the ensuing 29^th 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 AUDITOR

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 30^th May, 2022 has appointed M/s DMRN & Associates, Chartered Accountants, as the Internal Auditor of the Company to conduct the Internal Audit for the financial year 2022-23. The Internal Audit Report for financial year 2022-23, 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 2023-24, the Board of Directors of the Company has, upon the recommendation of the Audit Committee, in their meeting held on 18^th May, 2023 has appointed M/s DMRN & Associates, Chartered Accountants, as the Internal Auditor of the Company to conduct the Internal Audit. A Certificate from M/s DMRN & Associates, 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.

26. COMMITTEES OF THE BOARD OF DIRECTORS

As on date of report, the Board of Directors has constituted 8 (Eight) committees, namely,

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders Relationship Committee

• Risk Management Committee

• Corporate Social Responsibility Committee

• Management Committee

• Preferential Allotment Committee

• Loan and Investment Committee

Details of composition of the Committees and the number of meetings held and attendance of various members at such meetings are provided in the Corporate Governance Report, which forms part of this Report.

27. AUDIT COMMITTEE

The Audit Committee of the Board of Director for the financial year ended 31^st March, 2023 was comprised of four members, out of which three are Independent Directors and one is Executive Director, as stated below;

S.No	Name of Director	Designation	Chairman/Member
1.	Shri Madhusudan Agarwal	Independent Director	Chairman
2.	Shri Ramesh Chand Surana	Independent Director	Member
3.	Shri Ramesh Chandra Jain1	Independent Director	Member
4.	Shri Sunil Kumar Agarwal	Whole-time Director	Member

*Shri Ramesh Chandra Jain, ceased to be member of Committee w.e.f 2^nd May, 2023.

During the year under review, all the recommendations made by the Audit Committee, as to various matters, were accepted by the Board.

A detailed description of the Audit Committee and its scope of responsibility and powers and the number of Audit Committee meetings held during the year under review, is set out in the Corporate Governance Report, which forms a part of this Annual Report.

Post closure of the Financial Year 2022-23, Shri Ramesh Chandra Jain, Independent Director and also the member of the Audit Committee, has ceased to the Director of Company with effect from 2^nd May, 2023 consequent to completion of second consecutive term as Independent Director of the Company on 1^st May, 2023 and in his place the Board of Directors has appointed Shri Baldev Raj Sachdeva, as additional director in the category of Independent Director with effect from 2^nd May, 2023. Upon the induction of Shri Baldev Raj Sachdeva as Independent Director on the Board of the Company, the Board of Directors in their meeting held on 18^th May, 2023, has revised the composition of the Audit Committee, which is as below;

S.No	Name of Director	Designation	Chairman/Member
1.	Shri Madhusudan Agarwal	Independent Director	Chairman
2.	Shri Ramesh Chand Surana	Independent Director	Member
3.	Shri Baldev Raj Sachdeva1	Independent Director	Member
4.	Shri Sunil Kumar Agarwal	Whole-time Director	Member

well structured, Corporate Social Responsibility Policy ("CSR Policy") as drawn up by the CSR Committee and approved by the Board. 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.

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 is the CSR wing of the Company and drives its various social engagement initiatives. As the Social Development wing, Kamdhenu Jeevandhara Foundation assesses the pressing needs of the marginalized communities and delivers tailor-made, technology-driven solutions aimed at improving overall living standards of the communities it works with. The Company has launched a new drive with the name and style "Green India” where in dealers and distributors are motivated to plant at least 5 saplings each year and nurture them to complete growth.

As part of its initiatives under "Corporate Social Responsibility (CSR)”, the Company has undertaken CSR projects through Kamdhenu Jeevandhara Foundation which primarily focus on the providing the basic education to unprivileged children and to organize camps, motivational programs, special skills for the differently abled person, across the country, in association with other social organizations, as per its CSR Policy available on your Company''s website and the details are contained in the Annual Report on CSR Activities forming part of this Report. The project is in accordance with Schedule VII of the Act read with the relevant rules.

During the year under review, the Board of Directors of the Company, upon the recommendation of CSR Committee, in their meeting held on 11^th November, 2022 has approved the allocation funds to Kamdhenu Jeevandhara Foundation ("KJF") for acquiring the Land admeasuring ~500 square meter situated at Bhiwadi, Rajasthan, from M/s Bhiwadi ispat Chamber, for setting up its On-going projects i.e. setting up Educational

and Medical facilities, which could provide the benefit a society at large, as a CSR Initiative of the Company Kamdhenu Skill Development Programme.

Further, as disclosed and committed in the Annual Report on CSR Activities for the Financial Year 2021-22 that the Company since its inception committed towards fulfilling its social and environmental responsibility, the unspent CSR amount for the Financial Year 2021-22 i.e. '' 34,30,000 which was transferred into Unspent CSR Account in the month of April, 2022 and out of '' 38,65,000, the CSR obligation for the Financial Year 2022-23, the Company has spent '' 2,95,000 as CSR Obligation towards payment of rent and remunerating the teachers at Kamdhenu Skill Development & Training School situated in Gurugram and an CSR amount of '' 35,70,000 were transferred to Kamdhenu Jeevandhara Foundation for acquisition of Land for its On-going project at Bhiwadi, Rajasthan.

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

29. COMPLIANCEWITHTHESECRETARIALSTANDARDS

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).

30. LISTING WITH STOCK EXCHANGES

The shares of the Company are listed on BSE Limited and National Stock Exchange Limited. The Annual Listing fee payable to the said stock exchanges for the financial year 2022-23, has been already paid.

31. INFORMATION REGARDING CONSERVATION OF ENERGY,TECHNOLOGYABSORPTION 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.

32. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURE

Disclosures relating to remuneration and other details as required in terms of the provisions of Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in Annexure-F, which forms part of this Report.

The statement containing particulars of remuneration of employees as required under Section 197(12) of the Act, read with Rule 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, forms part of this Report.

33. PARTICULARSOFCONTRACTSORARRANGEMENTS WITH RELATED PARTIES

In due compliance with the requirements of the Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, 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, the Company has in place a policy on the Related Party Transaction, which is followed in letter and spirit. The Audit Committee reviews this policy from time to time and also reviews and approves all related party transactions, to ensure that the same are in line with the provisions of applicable law and the Related Party Transactions Policy. The policy was amended by the Board of Directors in their meeting held on 2^nd February, 2022 to incorporate the new requirements introduced under the SEBI Listing Regulations. The policy is available on the website of the Company at the web link: https://www.kamdhenulimited.com/Financial-

Results/Policy-for-determining-the-material_RPT_ Amended-02022022.pdf

All transactions with related parties are placed before the Audit Committee for its approval. An omnibus approval from the Audit Committee is obtained for the related party transactions which are repetitive in nature, based on the criteria approved by the Board. In case of transactions which are unforeseen, the Audit Committee grants an approval to enter into such unforeseen transactions, provided the transaction value does not exceed the limit of '' 1 Crore per transaction, in the financial year. The Audit Committee reviews all transactions entered into pursuant to the omnibus approvals so granted, on a quarterly basis All transactions with related parties entered into during financial year 2022-23 were at arm''s length basis and in the ordinary course of business and in accordance with the provisions of the Act and rules made thereunder, the SEBI Listing Regulations and the Company''s Policy on Related Party Transactions, detail of such transactions have been adequately described in the Note No. 47 to the financial statements of the Company for the financial year 2022-23, which form a part of the Annual Report.

During the year under review, the Company has not entered into any such transactions except as stated in the Financial Statements, with any person or entity belonging to the Promoters/Promoter group, which holds (alone or together) 10% or more of the shareholding in the Company, during the financial year 2022-23, without consent of the members.

Further, Shareholder of the Company in their ExtraOrdinary General Meeting held on 9^th December, 2022, has accorded their approval for the Material Related Party Transaction with Kamdhenu Colour and Coatings Limited (KCCL), for providing the Corporate Guarantee for an amount not exceeding of '' 100 Crores in favour of Lenders, for securing the loan/limits transferred by the Company to KCCL, consequent to Demerger of Paint Business, the details of the such transaction are duly being noted in the Form AOC-2 annexed as Annexure-G as per the Section 134(3)(h) read with Section 188(2) of the Companies Act, 2013. It would be pertinent to mention here that there were no transactions entered into by the Company with related party which were not at arm''s length basis in terms of the provision of Section 188 of the Companies Act, 2013, which were required to be reported in Form AOC-2 in addition to the Material Related Party Transaction.

In due compliance with the Regulation 23(9) of the SEBI Listing Regulations, your Company has reported the details Related Party Transactions with the Stock Exchanges, on half yearly basis.

34. SUBSIDIARY, JOINT VENTURES OR ASSOCIATE COMPANIES

During the year under review, Kamdhenu Ventures Limited and step-down subsidiary - Kamdhenu Colour and Coatings Limited, has ceased to be the Subsidiary of the Company as per the accounting treatment, with effect from 1^st April, 2022 being appointed date and upon having the Scheme of Arrangement became effective from 18^th July, 2022, upon filing the copy of Order dated 3^rd June, 2022, issued by the Hon''ble National Company Law Tribunal, Chandigarh Bench with Registrar of NCT Delhi & Haryana.

Since, the above companies has ceased to be subsidiary and Kamdhenu Jeevandhara Foundation Section 8 Company is the implementing agency for the Ongoing CSR Projects of the Company is also the subsidiary of the Company, however, the Company is not required to prepare Consolidated Financial Statement in terms of Section 129(3) of the Companies Act, 2013 and Indian Accounting Standard (IND-AS) 110 for this Financial Year 2022-23.

Thus, Kamdhenu Jeevandhara Foundation (Section-8 Company) and CSR Wing of the Kamdhenu Conglomerate remains a subsidiary of the Company as on the closure of financial year i.e. 31^st March, 2023. Further, the statement pursuant to first proviso to subsection (3) of section 129 of the Companies Act 2013, read with rule 5 of Companies (Accounts) Rules, 2014 relating to Statement containing salient features of the financial statement of Kamdhenu Jeevandhara Foundation (Section-8) subsidiary of the Company has been attached as Annexure-H to this report and forms part of the financial statements in the prescribed Form AOC - 1.

It would be pertinent to mention here that the Company does not have any Joint venture or associate company as of closure of financial year i.e. at 31^st March, 2023.

35. HUMAN RESOURCES.

The relations with the employees and associates continued to remain cordial throughout the year. The Directors of your Company wish to place on record their appreciation for the excellent team spirit and

dedication displayed by the employees in all areas of its business as because of their enthusiasm and continuous efforts the Company remained at the forefront in the industry. The Company considers people as its biggest assets and hence has put in concerted efforts in talent management and succession planning practices, strong performance management and learning coupled with training initiatives to ensure that it consistently develops inspiring, strong and credible leadership. Apart from continued investment in skill and leadership development of its people, the Company has also focused on employee engagement initiatives and drives aimed at increasing the culture of innovation and collaboration across all the workforce. These are discussed in detail in the Management Discussion and Analysis Report forming part of the Annual Report. As on the closure of Financial Year i.e. at 31^st March, 2023, there were total 554 number of permanent employees.

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

The Company since inception, ensures gender equality and the right to work with dignity to all employees (permanent, contractual, temporary and trainees) of the Company and has been following a zero tolerance against sexual harassment of any person at workplace and 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 in order ensure this in all it strictness, the Company has in place an Internal Complaints Committee, the constitution whereof, is in complete compliance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

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. As has been the case in the previous years, during the year under review as well, no complaints under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2015, were received during the year under review.

37. CHANGE IN NATURE OF BUSINESS

During the year under review there was no change in nature of business of the Company. However, the Paint Business of the Company has been transferred to Kamdhenu Colour and Coatings Limited with effect from Appointed Date i.e. 1^st April, 2022, upon having the Scheme of Arrangement became effective from 18^th July, 2022.

38. CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT

In compliance 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 so that the Company''s 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://www. kamdhenulimited.com/Financial-Results/Code-of-Conduct-for-Senior-Management-Persinnel_ Kamdhenu.pdf

39. DECLARATION BY THE CHAIRMAN & MANAGING DIRECTOR

Shri Satish Kumar Agarwal, Chairman & Managing Director hereby affirm and declared 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.

40. 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 Directors are related to each other.

41. 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 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 ana secretarial auaitors ana trie reviews from management and audit committee, the Board is of the opinion that the Company''s internal financial controls were adequate and effective during FY 2022-23.

42. PROCEEDING UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016

During the year under review, the Company has neither made any application nor any proceeding were pending under the Insolvency and Bankruptcy Code, 2016 ("IBC Code”). Further, at the end of the financial year, Company does not have any proceedings related to IBC Code

43. THEDETAILSOFDIFFERENCEBETWEENAMOUNTOF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONSALONGWITHTHEREASONSTHEREOF. During the year under review, the Company has not made one-time settlement therefore, the same is not applicable.

44. GREEN INITIATIVE

The Company has implemented the "Green Initiative” to enable electronic delivery of notice/documents/annual reports to shareholders. This year too, the Annual Report for the financial year 2022-23 and Notice of the 29^th Annual General Meeting are being sent to all members electronically, whose e-mail addresses are registered with the Company/Depository Participant(s).

Members may note that the Notice and Annual Report 2022-23 is also available on the Company''s website www.kamdhenulimited.com and websites

of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia. com and www.nseindia.com respectively. The above are in compliance with relevant circulars issued by the Ministry of Corporate Affairs and Securities and Exchange Board of India, from time to time.

The e-voting facility is being provided to the members to enable them to cast their votes electronically on all resolutions set forth in the notice, pursuant to Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014. The instructions for e-voting are provided in the notice of this 29^th AGM.

45. APPRECIATION

The Board of Directors takes this opportunity to place on record its appreciation of the significant contribution made the employees for their dedicated service and firm commitment to the goals & vision of the Company. The Company has achieved impressive growth through competence, hard work, solidarity, cooperation and support of employees at all levels. Your Board also wishes to place on record its sincere appreciation for the whole-hearted support received from the customers, dealers, distributors, franchisee partners, vendors and other business associates and from the neighborhood communities of Plant locations. We look forward to continued support of all these partners in the future.

Your Directors also wish to thank the Government of India, the State Governments and other regulatory authorities, banks and Shareholders for their cooperation and support extended to the Company.

BY ORDER OF THE BOARD OF DIRECTORS OF KAMDHENU LIMITED

(Satish Kumar Agarwal) (Sunil Kumar Agarwal)

Date: 18^th May, 2023 Chairman & Managing Director Whole Time Director

Place: Gurugram DIN: 00005981 DIN: 00005973

1

Shri Baldev Raj Sachdeva, appointed as member of Committee w.e.f 18"'' May, 2023.

28. CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE.

Being a Responsible Corporate Citizen, the objective of the Company''s Corporate Social Responsibility initiatives is to fulfil its social responsibilities and to improve the quality of life of communities through long-term value creation for all stakeholders and society at large. Guided by the prevailing regulatory requirements and towards fulfilling its moral responsibility for the welfare and wellbeing of Society and in compliance with the requirements of the Companies Act, 2013, the Company has Constituted Corporate Social Responsibility Committee ("CSR Committee") and also framed a well-defined and

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Mar 31, 2022

The directors have immense pleasure in presenting the 28^th (Twenty Eighth) Annual Report of Kamdhenu Limited (‘the Company'') along with the audited Standalone & Consolidated Financial Statements and the Auditor’s Report thereon for the financial year ended 31^st March, 2022 (''year under review’).

1. FINANCIAL RESULTS

Your Company is engaged in the business of manufacturing and marketing of Steel and Paints and has earned a net profit of '' 2631.89 Lakhs for the Financial Year ended 31^st March, 2022. The financial highlights of your Company for the financial year ended 31^st March, 2022, on a Standalone and Consolidated basis, are as under

(Rs. in Lakh)
Particulars	Standalone		Consolidated
	FY 2021-22	FY 2020-21	FY 2021-22	FY 2020-21
Revenue from Operations	84,075.63	62,522.13	84,075.63	62,522.13
Other Income	198.42	349.38	198.42	349.38
Total Revenue	84,274.05	62,871.51	84,274.05	62,871.51
Total Expenses	80,186.29	59,772.17	80,186.97	59,773.68
Profit before Exceptional Items and Tax	4,087.76	3,099.34	4,087.08	3,097.83
Exceptional Items	583.09	1,003.37	583.09	1,003.37
Profit/(Loss) before tax	3,504.67	2,095.97	3,503.99	2,094.46
Tax Expenses	872.78	586.86	872.79	586.84
Profit for the Year	2,631.89	1,509.11	2,631.20	1,507.62
Total Comprehensive Income for the Year	2,551.32	1,503.36	2,550.63	1,501.87
Paid up Capital ('' 10 each fully paid-up)	2,693.55	2,693.55	2,693.55	2,693.55
Earnings per Share of face value of '' 10 Each
Basic (In '')	9.77	5.62	9.77	5.62
Diluted (In '')	9.77	5.62	9.77	5.62

2. BUSINESS REVIEW

Inspite of the challenges faced by the Company during Q1 of FY 2021-22 due to various restrictions imposed by the Government, our company has ramp up its production and delivered strong performance in both Paint and Steel business from Q2 of FY 2021-22 with diagonal vertical spike in demand and favorable macroeconomic scenario leading to pick up in economic activities. The demand in paint products was driven by pent up demand and festive season across the country and steel demand was on account of the speed up of construction and infrastructure activities. The Company’s both Segments i.e Steel and Paints are equally important to the Company. The Company’s Steel Business has been a pioneer in the revolutionary concept of Franchisee Model and have attained success in the middle tier steel segment on a regional front and

the Paint business has already started bearing fruits and to share wealth of such fruits with the shareholders of the Company, the management has decided to hive off the Paint business of the Company, so as to create a fresh orbit for the Paint division of the Company, by transferring the Paint Business to one of the step down Wholly Owned Subsidiary Company i.e. Kamdhenu Color & Coatings Limited and in consideration to that Kamdhenu Ventures Limited, will issue equity shares to the shareholders of Kamdhenu Limited on mirror shareholding basis and will be listed on the Stock Exchanges i.e NSE and BSE.

The Management of the Company has left no stone unturned for the expansion of the both the businesses i.e Steel and Paints business of the Company. While operational robustness was visible in the Company’s peformance in FY 2022, your Company has also

demonstrated its endeavor to provide a segment wise report on each of the Steel and Paint business of the Company as compared with the previous year, are depicted as under:

STEEL DIVISION

In the Steel division, the production was over 25.53 Lakhs metric tons as on 31^st March, 2022, as compared to the 23.91 Lakhs metric tons including the franchisee route, which marked a growth of approx. 7% YoY. The Royalty income from the franchisee stands up to '' 9,159 Lakhs being 7% higher as compared with the previous year which stoods at '' 8,533 Lakhs.

The Company’s total revenue from Steel Division stood at '' 59,931 Lakhs, which being higher by 41.6 % on YoY basis.

The in house production capacity of Company is 1,20,000 MTpa and capacity of our franchisee units for Reinforcement Steel Bars (TMT Bars) stood at 38 Lakh Metric ton and for Structural Steels (Channels, Angles, Beams & Flats) stoods at 5 Lakh Metric ton and 2.5 Lakh Metric ton for Color Coateds sheets.

PAINT DIVISION

While having a steady growth in the Paint business, the Company expects to have trajectory growth in near future on account of rise in real estate buying, revival in housing demand and changed consumer behavior with focus on enhancing and beautifying their personal spaces and homes.

The Company volumes for producing paints stoods to 30,358 KL including from own manufacturing units and outsourcing through contract manufacturing, which has been slightly increased as compared with the production done in the previous year which was 30,319 KL.

The Company’s total revenue from Paint Division stood at '' 24,145 Lakhs for producing 30,358 KL, which being higher by 19.50% on YoY basis.

3. STATE OF COMPANY''S AFFAIRS & PERFORMANCE.

Your Company has posted a net profit of '' 2,631.89 Lakhs on standalone basis, for the Financial Year ended 31^st March, 2022. During the year under review, on consolidated basis, the revenue of the Company for the FY 2022 stood at '' 84,075.63 Lakhs which is higher over the previous year revenue of '' 62,522.13 Lakhs. The consolidated Profit after Tax (PAT) attributable to

the shareholders of the Company for the FY 2022 stood at '' 2,631.20 Lakhs as compared with the previous FY 2021 which was '' 1507.62 Lakhs.

On Standalone basis, the revenue of the Company for the FY 2022 stood at '' 84,075.63 Lakhs which is higher over the previous years’ revenue of '' 62,522.13 Lakhs. The Profit after Tax (PAT) attributable to the shareholders of the Company for the FY 2022 stood at '' 2,631.89 Lakhs as compared with the previous FY 2021 which was '' 1509.1 1 Lakhs.

The Net worth of your Company on the standalone basis grew by 12 percent to '' 21,813.53 Lakhs as against '' 19,477.69 Lakhs as of 31^st March, 2021 and on the Consolidated basis the same also grew by 12 percent to '' 21,810.40 Lakhs as against '' 19,475.24 Lakhs as of 31^st March, 2021.

A consolidated Performance and Financial Highlights of the Subsidiary Companies i.e Kamdhenu Ventures Limited, Kamdhenu Color and Coatings Limited, were duly mentioned in the Consolidated Financial Statement which forms a part of this report.

4. DIVIDEND

The Board of Directors of the Company had pursuant to Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 has approved a Dividend Distribution Policy on 21^st June, 2021. The Policy is available on the Company’s website: https://www.kamdhenulimited.com/Financial-ResultsZDividend_Distribution_Policy.pdf Keeping in line with the said policy, the Board of Directors are pleased to recommend a final dividend of '' 1 (Rupee One only) per equity share of Fave Value of '' 10/- each fully paid up, for the Financial Year ended 31^st March, 2022, subject to the approval of the Members at the ensuing 28^th Annual General Meeting ("AGM"). The total outflow on account of equity dividend will be '' 269.35 Lakhs.

Further, in terms of the provisions of Section 124 of the Companies Act, 2013 (‘Act''), the amount of dividend transferred to the Unpaid Dividend Account of a Company, which remains unclaimed / un-paid for a period of seven years from the date of such transfer, shall be transferred statutorily along with interest accrued, if any, thereon to the Investor Education and Protection Fund (‘IEPF'') administered by the Central Government. To ensure maximum disbursement of unclaimed dividend, the Company sends reminders to the concerned investors at appropriate intervals. Further, according to the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (the "IEPF Rules"), the shares in respect of which dividends are unclaimed/ un-paid by the members for seven consecutive years or more, are also required to be transferred to the demat account created by the IEPF Authority.

In compliance with the provision of Section 124 of the Act and IEPF Rules, the Company during the financial year under review, has transferred 25,999 equity shares to the demat account of the IEPF Authority. The details of such shares are available on the website of the Company at https://www.kamdhenulimited.com/ Financial-Results/Unpaid_Dividend_from_FY_2014_15_ to_FY_2019_20 (upto31 ^stMarch2021).pdf Shareholders are requested to check the list uploaded on the website of the Company for the amount of dividend which remain unpaid and if any dividend are due to them remains unpaid in terms of said lists, they can approach the Company/ Registrar and Share Transfer Agent of the Company i.e. Kfin Technologies Limited (erstwhile KFin Technologies Private Limited) for release of their unpaid dividend.

5. TRANSFER TO RESERVES

The closing balance of the retained earnings which form a part under the head Other Equity in the Financial Statement of the Company for the FY 2022, after all appropriations and adjustments was '' 19,116.85 Lakhs, on Consolidated basis and '' 19,119.98 Lakhs, on Standalone basis.

6. SCHEME OF ARRANGEMENT

The Company had filed 1^st motion application of Scheme of Arrangement ("SOA") with Hon’ble National Company Law Tribunal, Chandigarh Bench ("NCLT") on 15^th March, 2021 and order on the such petition was pronounced by the NCLT on 4^th August, 2021.

As per the directions received by the NCLT vide its order dated 4^th August, 2021, the Company has convened the separate meetings of equity shareholders, secured and un-secured creditors of the Company on 25^th September, 2021 at 10:00 A.M., 01:00 PM. and 03:00 PM. respectively, under the supervision of Hon’ble NCLT, the said Scheme of Arrangement was approved with requisite majority of the equity shareholders, and

un-secured creditors, respectively and unanimously by Secured Creditors of the Company. Post approval, the Company has filed the 2^nd motion petition on 5^th October, 2021 with the NCLT and the order for the same was received on 16^th December, 2021 stating the next date of hearing of the petition has been fixed by the Hon’ble NCLT Chandigarh Bench in the matter of Scheme of arrangement as 22^nd March, 2022.

The Company has received letters dated 21^st March, 2022 from the Regional Director, Norther Region and Official Liquidator, stating that they have examined the application for the Scheme of Arrangement of the Company and found the same satisfactory. The NCLT on 22^nd March, 2022, has adjourned the matter and provided the next date of hearing i.e. 22^nd April, 2022, for the final consideration and approval of the Scheme of Arrangement of the Company.

On 22^nd April, 2022, the Hon’ble National Company Law Tribunal, Chandigarh Bench, has reserved the order on the approval of Scheme of Arrangements, after consideration of the facts, pleadings and submissions and the order was awaited as on date of this report.

7. MATERIAL CHANGES AND FINANCIAL COMMITMENTS.

Apart from the information provided/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 between the end of the financial year of the Company i.e. 31 ^st March, 2022 to which this financial statement relates and till date of this Report.

8. SHARE CAPITAL

Pursuant to the Scheme of Arrangement and in terms of the provisions of Section 61 and 64 of the Act, the members of the Company in their Extra-Ordinary General Meeting held on 10^th March, 2022 has increased the Authorized Share Capital of the Company from '' 30,00,00,000/- (Rupees Thirty Crores only) divided into 3,00,00,000 (Three Crores) Equity Shares of '' 10/-each to '' 41,50,00,000/- (Rupees Forty One Crores Fifty Lakhs only) constituting '' 30,00,00,000/- (Rupees Thirty Crores only) Equity Share Capital divided into 3,00,00,000 (Three Crores) Equity Shares of '' 10/- each and '' 11,50,00,000 Preference Share Capital divided into 1,15,00,000 (One Crore Fifteen Lakhs) Preference

Shares of '' 10/- each. Accordingly, the Capital Clause of Memorandum of Association of the Company was suitably altered.

Further, during the year under review, there was no change in the paid up equity share capital of the Company. Also, the Company has not issued any shares with differential voting rights nor granted any stock options or sweat equity.

9. 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.

10. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Full particulars of the loans given, guarantees extended or securities provided and the investments made by the Company, if any, in various bodies corporate in terms of the provisions of Section 186 of the Companies Act, 2013 and the rules framed thereunder have been adequately described in the notes to Financial Statements. The same are in consonance the provisions of the aforesaid section.

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of Directors, upon the recommendation of Nomination & Remuneration Committee in terms of Nomination and Remuneration Policy, in their meeting held on 30^th May, 2022 has approved the re-appointment of Shri Satish Kumar Agarwal as Chairman & Managing Director, Shri Sunil Kumar Agarwal and Shri Sachin Agarwal as Whole-time Directors of the Company for the further period of three years, effective from the next day of the current expiry of their tenure i.e. 1^st April, 2023 and which would be upto 31^st March, 2026, subject to the approval of Shareholders of the Company at the ensuing Annual General Meeting. Accordingly the matter for their re-appointment for a further period of 3 years have accordingly been included in the notice convening the 28^th Annual General Meeting of the Company for the FY 2021-22, for the approval of the members of the Company and necessary explanation and details have been mentioned in the explanatory statement to the Notice.

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 Satish Kumar Agarwal (DIN: 00005981) 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 Chairman & Managing Director, without any break.

Shri Madhusudan Agarwal who was appointed as Independent Director of the Company for a term of two consecutive years commencing from 22^nd May, 2021 and till 21^st May, 2023 by the shareholders of the Company at their 27^th Annual General Meeting held on 27^th day of September, 2021. As per the Regulation 25 (2A) of SEBI Listing Regulations read with SEBI (Listing Obligations and Disclosure Requirements) (Third Amendment) Regulations, 2021 the re-appointment of Independent Director shall be subject to the approval of Shareholders by way of Special Resolution. As the Shri Madhusudan Agarwal is a person of high integrity, expertise and experience and he effectively participate in all the board matters and based on the valuable contribution made by him, from time to time, during his current tenure. Your directors feel that it is imperative that the said Independent Director be reappointed, for the second consecutive term of 5 (five) years which would be effective from the next day of his expiry of his current tenure i.e. w.e.f 22^nd May, 2023 and uptill 21^st May, 2028, subject to the approval of members by way of Special Resolution at the ensuing 28^th Annual General Meeting. The neccessary resolution for his re-appoinment forms a part of the Notice of this 28^th AGM.

It would be pertinent to mention here that the Nomination and Remuneration Committee has evaluated the performance of each Individual Director seeking appointment/re-appointment in the ensuing Annual General Meeting including fulfillment of their Independence criteria, as prescribed under SEBI Listing Regulations and that no director is debarred from holding the office of Director by virtue of order of SEBI or any other authority. The Nomination and Remuneration Committee after evaluating the performance of each director, placed before the board a report on performance evaluation of the Directors, for review.

Shri Saurabh Agarwal, Whole-time Director of the Company, has been re-designated as Non-Executive

& Non-Independent Director, liable to retire by rotation with effect from 1^st June, 2022.

Smt. Nishal Jain, Independent Woman Director of the Company has resigned from the office of Director w.e.f 31^st May, 2022, due to personal reasons and other professional commitments/ engagements as mentioned in her resignation letter dated 30^th May, 2022.

Smt. Pravin Tripathi was appointed as Additional Director in category of Independent Woman Director in terms of the provisions of Companies Act, 2013 and SEBI Listing Regulation w.e.f 30^th May, 2022 by the Board of Directors in their meeting held on said date, subject to the approval of shareholders in the ensuing Annual General Meeting. A brief profile and other details as per the SEBI Listing Regulations and Secretarial Standards are given in the explanatory statement accompanying Notice to the 28^th AGM, which forms a part of this report.

Accordingly, a resolution to that effect i.e to redesignate Shri Saurabh Agarwal as Non-Executive & Non-Independent Director and for appointment of Smt. Pravin Tripathi as Non-Executive Independent Woman Director of the Company has been set out in the Notice of the 28^th Annual General Meeting for the approval by the Shareholders of the Company.

The detailed profile along with the other details as mandate by the SEBI Listing Regulations for the Directors seeking appointment/re-appointment are given in the explanatory statement accompanying notice to the AGM and additionally in the Corporate Governance Report forming part of this Annual Report. Further with respect to the above appointment/ re-appointment of the Directors, the Company has received a;

a) Individual notice(s) under section 160 of the Companies Act, 2013, from themselves for appointment of Shri Madhusudan Agarwal and Smt. Pravin Tripathi as Independent Director(s) and for appointment of Shri Satish Kumar Agarwal, Shri Sunil Kumar Agarwal and Shri Sachin Agarwal as Managing/Whole-Time Director, proposing candidature for appointment/re-appointment for the office of Director of the Company;

b) Consent to act as director of the Company, in the Stipulated form DIR-2;

c) Disclosure in terms of Section 164 of the Companies Act, 2013, in form DIR-8, stating that they are not disqualified for holding office of Director in the Company;

d) Declaration from Shri Madhusudan Agarwal and Smt. Pravin Tripathi, that they fulfil and continue to fulfils the criteria of Independence as stated under Companies Act, 2013 and SEBI Listing Regulations.

During the year under review, Shri Ashish Kapil, Company Secretary and Compliance Officer of the Company has resigned from Company with effect from 4^th April, 2021 and Shri Khem Chand, was appointed as the Company Secretary and Compliance Officer (Key Managerial Personnel) of the Company with effect from 9^th August, 2021. He has also been designated as Nodal officer of the Company with effect from the said date under IEPF rules.

Shri Ramesh Chandra Jain (DIN: 00089854) was re-appointed as Independent Director of the Company for a second terms of 2 consecutive years w.e.f 2^nd May, 2021 by the Shareholders of the Company at the 27^th AGM of the Company held on 27^th day of September, 2021, by way of Special Resolution.

Due to sudden and unexpected demise, the office of Shri Mahendra Kumar Doogar (DIN: 0031904) as Independent Director of the Company, has been vacated with effect from 4^th May, 2021.

All the Independent Directors have given their declaration confirming that they meet the criteria of independence as prescribed Regulation 16(1)(b) 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 compliance with the Circulars dated 20^th June, 2018 issued 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 and Shri Khem Chand, Company Secretary and Compliance Officer of the Company.

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

Based on the recommendations of the Nomination & Remuneration Committee (NRC), the Board has approved the Nomination & Remuneration Policy for Directors, Key Managerial Personnel (‘KMPs'') and Senior Management Personnel of the Company. As part of the policy, the Company strives to ensure that the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors of the quality required to run the Company successfully and also the relationship between remuneration and performance is clear and meets appropriate performance benchmarks. The Company’s Policy for the appointment of Directors and KMPs and Senior Managerial Personnel and their Remuneration policy can be accessed on the Company’s website at the web-link https://www.kamdhenulimited.com/ Financial-Results/Nomination-Remuneration-Policy_ Kamdhenu.pdf

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 SEBI Listing Regulations.

Remuneration (including sitting fees) for directors including Independent Directors, KMPs and senior management personnel, are 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 which seeks to ensure that depending upon the nature, quantum, importance and intricacies of the responsibilities and functions being discharged as 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.

In remunerating the Directors (in the case of executive directors), KMPs and Senior Management Personnel, meticulous planning and hard work goes into, while drawing up the remuneration packages, and it was ensured that the adequate compensation has been paid to the persons chosen, in line with the market standards and prevailing economic scenario and does not lead to any unfairness or imbalances in the overall remuneration structure of the Company across different hierarchical levels.

13. MEETINGS OF THE BOARD OF DIRECTORS.

During the year under review, 4 (Four) meetings of the Board of Directors of the Company were held. The details as to the dates of such meetings and the attendance of various directors of the Company thereat, have been provided separately in the Corporate Governance Report, forming the part of this Annual Report.

Additionally, a meeting of the Independent Directors of the Company was held on 19^th January, 2022, with the participation of all Independent Directors of the Company at the meeting.

14. CORPORATE GOVERNANCE

The Company since inception endeavors to follow corporate governance guidelines and best practices sincerely and disclose the same transparently. The Board is conscious of its inherent responsibility to disclose timely and accurate information on the Company’s operations, performance, material corporate events as well as on leadership and governance matters relating to the Company.

Pursuant to the applicable regulation of SEBI Listing Regulations read with Schedule V thereto, a detailed report on Corporate Governance is included in this Annual Report. A Certificate certifying the Company’s compliance with the requirements of Regulations as set out in the SEBI Listing Regulations, taken from M/s. Chandrasekaran Associates, Practicing Company Secretaries, is attached to the report on Corporate Governance.

15. BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT

The Company’s management is always committed for pursuing their both the businesses i.e. Steel and Paint Business in an ethical and transparent manner

and Company believes in demonstrating responsible behavior while adding value to the society and the community, as well as ensuring environmental wellbeing from a long-term perspective.

In Compliance of Regulation 34(2)(f) of the SEBI Listing Regulations, the Business Responsibility Report (BRR) of the Company, describing the initiatives taken by the Company from Environmental, Social and Governance perspective is being presented to the stakeholders and forms part of this Annual Report.

16. MANAGEMENT DISCUSSION & ANALYSIS (MDA)

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

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

In line with the requirements under Section 177(9) & (10) of the Act and Regulation 22 of the SEBI Listing Regulations, the Company has in place a Vigil (Whistle Blower) Mechanism and formulated a Policy in order to provide, a formal channel for all its Directors, employees and other stakeholders including customers to approach the Chairman of the Audit Committee and a path for making protected disclosures about the unethical behavior, actual or suspected fraud or violation of the Company''s Code of Conduct. Your Company hereby affirms that no person is denied access to the Chairman of the Audit Committee.

The Whistle-blower Policies and Company''s Code of Conduct encourage to promptly report any actual or possible violation of any event that he or she becomes aware of that could affect the business or reputation of the Company. 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.

The Company affirms that no complaint has been received through the said mechanism which pertain to the nature of complaints sought to be addressed through this platform.

The Whistle Blower Policy is available on the website of the Company www.kamdhenu.com at the link https:// www.kamdhenulimited.com/Financial-Results/ Whistle-Blower-Policy_Kamdhenu.pdf

18. RISK MANAGEMENT POLICY

Pursuant to the Regulation 21 of the SEBI Listing Regulations, as amended upto date and in compliance of recent amendment as notified by SEBI vide SEBI (Listing Obligations and Disclosure Requirements) (Fifth Amendment) Regulations, 2021, the Board of Directors of the Company at their meeting held on 21^st June, 2021 has constituted a Risk Management Committee, inter-alia to oversee implementation of the Risk Management Policy in force in the Company, and monitor and evaluate risks, prepare the mitigation plan, on the basis of appropriate methodology, processes and systems.

The Risk Management Policy, has been drawn up based on a detailed assessment of the internal and external risk specifically faced by the Company, in particular including financial, operational, sectoral, sustainability (particularly, ESG related risks), information, cyber security risks, risks associated with the Steel and Paint business of the Company and also the risks which could emanate from un-anticipated and unprecedented situations, like for example the recent outbreak of Corona Pandemic and how to deal with the such risks. The Risk Management Policy also covers the risks related to the Company assets and property, the risks which the employees of the Company may get exposed to, the risks arising out of non -compliance if any, with the provisions of and requirements laid down under various applicable statutes, Foreign Exchange related risks, risks which could emanate from business competition, contractual risks etc.

The policy has been uploaded on the website of the Company and can be accessed at the web link https:// www.kamdhenulimited.com/Financial-Results/Risk_ Management_Policy.pdf

19. INTERNAL FINANCIAL CONTROLS SYSTEMS & THEIR ADEQUACY

As per Section 134(5)(e) of the Act, the Directors have an overall responsibility for ensuring that the Company has implemented a robust system and framework of

internal financial controls. The Company’s internal financial control systems are commensurate with its with size, scale, complexity of its operations and nature of its operations and such internal financial controls are adequate and are operating effectively. 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 accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures. The Company’s framework also includes entity-level policies, processes controls, IT general controls and Standard Operating Procedures (SOPs). The entity-level policies include code of conduct, conflict of interest, confidentiality and whistle blower policy and other policies such as organization structure, insider trading policy, HR policy, IT security policy.

These internal controls are, on yearly basis, reviewed by Auditors and the Audit Committee of the Company. The Company has carried out evaluation of design and effectiveness of these controls and has noted no significant material weaknesses or deficiencies was found that can impact financial reports.

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

During the year under review, no significant and material orders have been passed by the regulators or courts or tribunals impacting the going concern status and Company’s operations in the future. The National Faceless Assessment Centre, Delhi has completed the Income tax Assessment for the AY 2018-19, on 24^th September, 2021 under Section 143(3) Read with Section 144B of the Income Tax Act, 1961 and in terms of the said assessment a demand notice by the Income Tax department under Section 156 of the Act was issued for an amount of '' 7,09,83,037/-. However, the Company has made an appeal to the said demand notice before the Commissioner of Income Tax (Appeal) on 24^th October, 2021 which is under process.

21. 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, 2022, is placed on the website of the Company at https://www.kamdhenulimited.com/annual-return.php

22. DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declarations from the Independent Directors to the effect that (a) they fulfill 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 SEBI Listing Regulations, as amended upto date ("Listing Regulations") (b) that they have got themselves registered in the data bank for Independent Directors being maintained by the Indian Institute of Corporate Affairs (IICA), of the Ministry of Corporate Affairs, Government of India and their names are included in the data bank maintained by IICA (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 Company’s Code of Conduct for Directors and Senior Management Personnel, to which as well, they affirm their compliance.

In opinion of the Board, there has been no change in the circumstances which may affect their status as Independent Directors of the Company and the Board is satisfied of the integrity, expertise and experience (including the proficiency) of all the Independent Directors on the Board.

23. FAMILIARIZATION PROGRAMME FOR THE INDEPENDENT DIRECTORS

With an aim to provide insights into the Company to enable the Independent Directors to understand its business in depth and contribute significantly, a familiarization program has been designed for the Independent Directors. Pursuant to Regulation 25(7) of SEBI Listing Regulation, the Company makes detailed presentations to the Board including Independent Directors, on the Company’s operation and business plans, the nature of industry in which Company

operates, and model of respective businesses, major risks involved and risk management strategy of the Company. The Company also organized visits to plant and other necessary locations, from time to time, to enable Independent Directors, to understand the business of the Company in a better way.

The Independent Directors are made aware with their duties, role, responsibilities and liabilities at the time of their appointment/reappointment through a formal letter of appointment which stipulates various terms and conditions of their engagement apart from clarifying their roles and responsibilities.

Further, in line with the policy of the Company as framed in this regard and in compliance with the requirements of the SEBI Listing Regulations, a familiarization exercise for Independent Directors of the Company was carried out on 19^th January, 2022, wherein all the Independent Director have participated aptly. The details of Familiarization program imparted to the Independent Directors are available on the website of the Company and can be viewed at the web link: https://www.kamdhenulimited.com/Financial-Results/ Familarisation-Programme-for-Independent-Directors_ Kamdhenu.pdf

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

In compliance with the requirement of the Companies Act, 2013 and the SEBI Listing Regulations, as amended from time to time, the Board of Directors on annual basis evaluates the functioning of the Board, its Committees, Chairman and of the Individual Directors The Board as a whole and the committee thereof were being evaluated on various parameters including but not limited to their compositions, experience, qualifications, diversity, roles and responsibility of each and every directors towards Stakeholders, strategic participation, governance compliances, culture and dynamics and quality of relationship between Board Members and the Management.

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.

The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on 5^th January, 2017 & by ICSI. The Chairman of the Company had one-to-one meeting with the Independent Directors and the Chairman of Nomination & Remuneration Committee had one-to-one meeting with the Executive and NonExecutive, Directors. These meetings were intended to seek inputs from all the directors on functioning/ effectiveness of the Board / Committee compositions and structure, effectiveness of Board/Committee processes, information and functioning etc and to provide feedback individually.

In a separate meeting of the Independent Directors, the performance of the Non-Independent Directors, the Board as a whole and Chairman of the Company were evaluated taking into account the views of other Directors.

The Nomination and Remuneration Committee reviewed the performance of the individual directors and the Board as a whole. In the Board meeting that followed the meeting of the Independent Directors and the meeting of the NRC, the performance of the Board, its Committees, and individual directors were discussed.

The review 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.

25. STATUTORY AUDITORS & THEIR REPORT

M/s B S D & Co., Chartered Accountants (Registration no.: 000312S), Auditors of the Company, having in compliance with the provisions of Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, been appointed as the Statutory Auditors of the Company by the Shareholders of the Company at their Annual General Meeting held on 29^th September 2017, for a period of 5 consecutive years, so as to hold office as such from the conclusion of the 23^rd Annual General Meeting till the conclusion of the 28^th Annual General Meeting, continue as the

Auditors of the Company for the FY 2021-2022. The current tenure of M/s B S D & Co. Chartered Accountants, will expire at the conclusion of the ensuing 28^th Annual General Meeting. It would be pertinent to mention here that the M/s B S D & Co. Chartered Accountants, has showed their unwillingness for being appointed as Statutory Auditor for the second consecutive term of 5 years. Accordingly, the Company has approached M/s S.S. Kothari Mehta & Co. Chartered Accountants (Firm Registration No.000756N), for their appointment as Statutory Auditors of the Company for a period of 5 (Five) years, for the FY 2022-23 to 2026-27, so as to hold office from the conclusion of this 28^th AGM till the conclusion of 33^rd AGM of the Company. M/s S.S. Kothari Mehta & Co. Chartered Accountants, have submitted their consent for appointment and also a requisite certificate, pursuant to the provisions of Section 139 & 141 of the Companies Act, 2013, confirming eligibility & satisfaction of criteria for their appointment as Statutory Auditors of the Company. Upon the recommendation of Audit Committee, the Board recommends the appointment of M/s S.S. Kothari Mehta & Co. Chartered Accountants, at the ensuing 28^th Annual General Meeting for the approval of the Members of the Company. The necessary resolution seeking the approval for their appointment as the Statutory Auditors has duly been included in the notice of the ensuing 28^th Annual General Meeting along with brief credentials and other necessary disclosures required under the Act and the Regulations.

The report of the M/s B S D & Co., Chartered Accountants (Registration no.: 000312S), Statutory Auditors on Standalone & Consolidated Financial Statements for the FY 2021-22 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 has 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.

26. SECRETARIAL AUDITORS AND THEIR REPORT

Pursuant to the provisions of Section 204 of the Act and rules made thereunder the Board of Directors and Regulation 24A of SEBI Listing Regulations

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 ended 31^st March, 2022.

The Secretarial Audit Report for the financial year ended 31 ^st March, 2022 is annexed to this Annual Report as Annexure-A and does not contain any qualification, reservation, disclaimer or adverse remark.

27. COST AUDITORS AND THEIR REPORT

In terms of 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 for its steel division. Cost records are prepared and maintained by the Company for its steel division as required under Section 148(1) of the Act.

The Board of Directors, based on the recommendation of the Audit Committee, has appointed M/s K. G. Goel & Associates, Cost Accountant as Cost Auditors for the FY 2022-23, on a remuneration as, mentioned in the notice of 28^th 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, if made, would be in accordance with the limits specified under Section 141 of the Act and Rules framed thereunder. The Cost Audit Report for FY 2021-22, does not contain any qualification, reservation, disclaimer or adverse remark. A resolution seeking Member’s ratification for the remuneration payable to the Cost Auditor forms part of the Notice of 28^th AGM and the same is recommended for your consideration and ratification. During the year under review, 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.

28. COMMITTEES OF THE BOARD OF DIRECTORS

As on date of report, the Board of Directors has constituted 7 (Seven) committees, namely,

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders Relationship Committee

• Risk Management Committee

• Corporate Social Responsibility Committee

• Management Committee

• Preferential Allotment Committee

Details of composition of the Committees and the number of meetings held and attendance of various members at such meetings are provided in the Corporate Governance Report, which forms part of this Report.

29. AUDIT COMMITTEE

As at 31^st March, 2022 the Audit Committee comprised of four members out of which three are Independent Directors and one is Executive Director. Shri Madhusudan Agarwal, Independent Director is Chairman of the Committee and Shri Ramesh Chand Surana and Shri Ramesh Chandra Jain, Independent Directors and Shri Sunil Kumar Agarwal, Whole-time Director are the other members of the Committee. All the recommendations made by the Audit Committee, as to various matters, during the year under review, were accepted by the Board. A detailed description of the Audit Committee and its scope of responsibility and powers and the number of Audit Committee meetings held during the year under review, is set out in the Corporate Governance Report, which forms a part of this Annual Report.

30. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The objective of the Company’s Corporate Social Responsibility initiatives is to improve the quality of life of communities through long-term value creation for all stakeholders and society at large. Towards fulfilling its moral responsibility for the welfare and wellbeing of Society and in compliance with the requirements of the Companies Act, 2013, the Company has in place, a well-defined and well structured, Corporate Social Responsibility Policy (CSR Policy) as drawn up by the Corporate Social Responsibility Committee ("CSR Committee") and approved by the Board. 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-RESPONSIBIUTY-POUCY.PDF Presently, the CSR Committee of the Company consists of three directors namely Shri Satish Kumar Agarwal, Chairman and Managing Director as Chairman of the Committee and Shri Sunil Kumar Agarwal, Whole-time

Director and Smt. Pravin Tripathi, Independent Director as other members of the CSR Committee. Further, after the closure of the financial year Smt Nishal Jain, has resigned from the Directorship of the Company and consequent upon her resignation ceased to be the member of the CSR Committee w.e.f 31^st May, 2022 and Smt. Pravin Tripathi was inducted as Independent Director on the Board of the Company and also appointed as member of the CSR Committee w.e.f 30^th May, 2022.

The 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. The Company has launched a new drive with the name and style "Green India" where in more than 12000 dealers and distributors are motivated to plant at least 5 saplings each year and nurture them to complete growth. In addition to the above initiative taken by the Company the other CSR programs were primarily implemented through Kamdhenu Jeevandhara Foundation, which mainly focus on the providing the basic education to unprivileged children and to organize camps, motivational programs, special skills for the differently abled person, across the country, in association with other social organizations. During the year under review, the Company was required to spend '' 36,79,707/- on CSR activities for the FY 2021-22, out of which '' 2,50,000/- was spent on activities as specified in clause III of Schedule VII i.e. by making contribution towards old age home and a rescue center set up by Earth Saviour Foundation (NGO) and for the remaining amount which was '' 34,29,707/-transferred to unspent CSR account, which shall be utilized on the on-going CSR project of the Company i.e. setting up Educational and Medical facilities at Bhiwadi, Rajasthan which could provide the benefit to the society at large. It may be noted that for setting up an on-going project at Bhiwadi, Rajasthan, the Company has made an application for allocation of land to Rajasthan State Industrial Development and Investment Corporation Limited (RIICO), at concessional rate which later on was rejected by the RIICO. Accordingly, the Company has made a revised application for allocation of land on reserved price, which at present is under examination. As the Company since its inception committed towards fulfilling its social and environmental responsibility, the said unspent CSR amount which was transferred into Unspent CSR Account will be fully utilized upon the allocation of land by RIICO.

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-B, to this report

31. COMPLIANCE WITH THE SECRETARIAL STANDARDS

During the year under review, the Company has complied with all applicable Secretarial Standards as stipulated by the Institute of Company Secretaries of India and notified by Ministry of Corporate Affairs (MCA).

32. LISTING WITH STOCK EXCHANGES

The shares of the Company are listed on BSE Limited and National Stock Exchange Limited. The Annual Listing fee payable to the said stock exchanges for the FY 2021-2022, has been duly paid.

33. 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-C and forms part of this Report.

34. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURE

Your Company considers people as its biggest assets. It has put concerted efforts in talent management and succession planning practices, strong performance management and learning and training initiatives to ensure that your Company consistently develops inspiring, strong and credible leadership and the Company has and will always focus that young talent is nurtured and mentored consistently and the rewards and recognition are commensurate with their performance and that employees have the opportunity to develop and grow themselves.

The statement of Disclosure of Remuneration under Section 197(12) of the Act and Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (''Rules’), is annexed as Annexure-D and forms an integral part of this Report.

35. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The Securities and Exchange Board of India vide its sixth amendments dated 9^th November, 2021 had made amendments in Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") which were effective from 1^st April , 2022. In due compliance with the requirements of the Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 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 has in their meeting held on 2^nd February, 2022, has updated and formed meticulously 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.kamdhenulimited.com/ Financial-Results/Policy-for-determining-the-material RPT_Amended-02022022.pdf During the year under review all the related party transactions entered into by the Company were with made the prior approval of the Audit Committee. All such transactions were at an arms -length basis and in the ordinary course of business of the Company and detail of such transactions have been adequately described in the Note No.48 to the financial statements of the Company for the FY 2021-22, which form a part of the Annual Report.

During the year under review, the Company has not entered into any such transactions except as stated in the Financial Statements, with any person or entity belonging to the Promoters/Promoter group, which holds (alone or together) 10% or more of the shareholding in the Company, during the FY 2021- 22, without consent of the members.

The details of the transactions with the related parties are provided in the accompanying financial statements. The Company has not entered into any material related party transaction and all transaction entered into by the Company with related party were at arm’s length price in terms of the provision of Section 188 of the Companies Act, 2013 during the period under review. Accordingly, there were no transactions which

required to be reported in Form AOC-2 annexed as an Annexure-E as per the Section 134(3)(h) read with Section 188(2) of the Companies Act, 2013.

36. SUBSIDIARY, JOINT VENTURES OR ASSOCIATE COMPANIES

As on 31^st March, 2022 the Company has 3 subsidiary Companies namely Kamdhenu Ventures Limited, Kamdhenu Colour and Coatings Limited and Kamdhenu Jeevandhara Foundation (Section-8 Company). During the year under review, the Company does not have any Joint venture or associate company In accordance with Section 129(3) of the Act and Indian Accounting Standard (IND As)-110 on Consolidated Financial Reporting, the Company has prepared its Consolidated Financial Statement along with all its subsidiaries, in the same form and manner, as that of the Company, which shall be laid before its ensuing AGM along with its Standalone Financial Statement. The Consolidated Financial Statements of the Company along with its subsidiaries, for the year ended 31^st March, 2022, forms part of this Annual Report. Each quarter, the Audit Committee reviews the unaudited/ audited financial statements of subsidiary companies. Further, the committee periodically reviews the performance of subsidiary companies. The minutes of the board meetings of the unlisted subsidiary companies of the Company and significant transactions and arrangements, if any, entered into by all the unlisted subsidiary companies are placed before the board on a quarterly basis. The board is periodically apprised of the performance of subsidiary companies, including material developments, if any.

For the performance and financial position of each of the subsidiaries of the Company, included in its Consolidated Financial Statements, the Members are requested to refer to Note No. 53 of the Notes to the Accounts, of Consolidated Financial Statements of the Company and statement pursuant to first proviso to subsection (3) of section 129 of the Companies Act 2013, read with rule 5 of Companies (Accounts) Rules, 2014 relating to Statement containing salient features of the financial statement of subsidiary has been attached as Annexure-F to this 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://www.kamdhenulimited.com/ subsidiary-financials.php

37. HUMAN RESOURCES MANAGEMENT

The value of human assets has impact on all critical business decisions and its utilization directly affects the ability of the organizational assets to realize their optimum value. The Company’s human resource strategy is formulated considering people as its most valuable asset. Your Company puts best efforts in talent acquisition, talent retention, performance management and learning and training initiatives to ensure that your Company consistently develops inspiring, strong and credible human resource. Your Company nurtures a culture of trust and mutual respect in all its employees and seeks to ensure that company’s values and principles are understood by all and are the reference point in all people matters.

The Company maintained healthy, cordial and harmonious industrial relations at all levels. Company remained at the forefront in the industry due to enthusiasm and continuous efforts of employees. Various measures have been introduced throughout the organization to improve productivity at all levels.

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

The Company since inception, ensures gender equality and the right to work with dignity to all employees (permanent, contractual, temporary and trainees) of the Company and has been following a zero tolerance against sexual harassment of any person at workplace and 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 in order ensure this in all its strictness, the Company has in place an Internal Complaints Committee, the constitution whereof, is in complete compliance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

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.

As has been the case in the previous years, during the year under review as well, no complaints under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2015, were received during the year under review.

39. CHANGE IN NATURE OF BUSINESS

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

40. CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT

In compliance 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 so that the Company’s 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://www. kamdhenulimited.com/Financial-Results/Code-of-Conduct-for-Senior-Management-Persinnel_ Kamdhenu.pdf

41. DECLARATION BY THE CHAIRMAN & MANAGING DIRECTOR

Shri Satish Kumar Agarwal, Chairman and Managing Director hereby affirm and declared 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.

42. 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 Directors are related to each other.

*Shri Saurabh Agarwal, was re-designated as Non-Executive & NonIndependent Director of the Company w.e.f 1^st June, 2022.

43. 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 of the Company for that period;

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

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

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

f) They have devised proper systems to ensure compliance with the provisions of all applicable

laws and that such systems were adequate and operating effectively.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal, statutory and secretarial auditors and the reviews from management and audit committee, the Board is of the opinion that the Company’s internal financial controls were adequate and effective during FY 2021-2022.

44. PROCEEDING UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016

During the year under review, the Company has neither made any application nor any proceeding were pending under the Insolvency and Bankruptcy Code, 2016 ("IBC Code"). Further, at the end of the financial year, Company does not have any proceedings related to IBC Code

45. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF During the year under review, the Company has not made one-time settlement therefore, the same is not applicable.

46. 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 FY 2021-22 and Notice of the 28^th Annual General Meeting are being sent to all members electronically, whose e-mail addresses are registered with the Company/ Depository Participant(s).

The e-voting facility is being provided to the members to enable them to cast their votes electronically on all resolutions setforth in the notice, pursuant to Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014. The instructions for e-voting are provided in the notice of this 28^th AGM.

47. APPRECIATION

The Board wishes to place on record its appreciation of the significant contributions made by the employees of the Company during the year under review. The Company has achieved impressive growth through competence, hard work, solidarity, cooperation and support of employees at all levels. Your Directors thank the customers, dealers, distributors, franchisee partners, vendors and other business associates for their continued support in the Company’s growth.

Your Directors also wish to thank the Government of India, the State Governments and other regulatory authorities, banks and members for their cooperation and support extended to the Company.

---

Mar 31, 2018

The Directors with pleasure, present their 24^th Annual Report on the business and operations of the Company and the Audited Financial Statements for the Financial Year ended 31^st March, 2018.

1. FINANCIAL HIGHLIGHTS OF THE COMPANY

Key highlights of the financial results of your Company prepared as per the Indian Accounting Standards ("Ind AS") for the financial year ended 31^st March, 2018 are as under

(Rs. in Lakhs)

Particulars	FY 2017-18	FY 2016-17
Revenue from Operations	1,18,732.52	86,772.83
Other Income	71.44	54.64
Total Revenue	1,18,803.96	86,827.47
Total Expenses	1,16,362.93	85,654.24
Profit before Tax	2,441.03	1,173.23
Tax Expenses	874.28	362.93
Profit After Tax	1,566.75	810.30
Total Comprehensive Income	1,541.49	811.86
Paid up Capital	2,340.00	2,340.00

2. DIVIDEND

The Board has recommended a dividend of Rs.1/- per equity share of Rs.10 each fully paid up (10% of face value) for Financial Year 2017-18.

The payment of dividend is subject to the approval of the shareholders at the ensuing Annual General Meeting of the Company.

The dividend, if declared in the Annual General Meeting, shall be paid on or before 23^rd October, 2018.

3. GENERAL RESERVES

The Company has not transferred any amount to the General Reserve for the financial year ended 31^st March, 2018.

4. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION BETWEEN THE END OF FINANCIAL YEAR AND DATE OF THIS REPORT

Your Directors would like to inform that no material changes and commitments have occurred between the end of the financial year under review and the date of this report that may adversely affect the financial position of the Company.

5. OPERATING RESULTS AND BUSINESS OPERATIONS AND STATE OF AFFAIRS OF THE COMPANY.

The Company has earned Revenue from Operations of Rs.1,18,732.51 Lakhs during the financial year 2017-18 registering a growth of 37% compared to last year.

Profit after tax increased by 93% to Rs.1,566.75 Lakhs in the financial year 2017-18 compared to Rs.810.30 Lakhs in the financial year 2016-17 inspite of adverse market conditions.

The tax expenses of the Company for current year are Rs.874.28 Lakhs as compared to Rs.362.93 Lakhs in the previous year which comprises current year tax, deferred tax and earlier year tax.

The earnings per share for the year is Rs.6.70 as against Rs.3.46 in the previous year.

For details, please refer Management Discussion and Analysis which forms part of this report.

6. HUMAN RESOURCES DEVELOPMENT

The Company has continuously adopted structures that help to attract best external talent and promote internal talent to higher roles and responsibilities. The Company providing an open work environment fostering continuous improvement and development that helped several employees realize their career aspirations during the year.

The Company maintained healthy, cordial and harmonious industrial relations at all levels. The enthusiasm and unstinting efforts of employees have enabled the Company to remain at the leadership position in the industry. It has taken various steps to improve productivity across organization.

During the financial year 2017-18, the Company has implemented the Kamdhenu Employee Stock Option Scheme 2017 and allotted 6,15,000 Options to eligible employees as per the scheme against which the employees shall be allotted equal number of equity shares in next 4 years.

The Company''s Health and Safety Policy commits to provide a healthy and safe work environment to all employees. The Company''s progressive workforce policies and benefits, various employee engagement and welfare have addressed stress management, promoted work life balance.

7. DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

At Kamdhenu, all employees are of equal value. There is no discrimination between individuals at any point on the basis of race, colour, gender, religion, political opinion, national extraction, social origin, sexual orientation or age. At Kamdhenu, every individual is expected to treat his/her colleagues with respect and dignity. The Direct Touch (Whistle-Blower & Protection Policy) Policy provides a platform to all employees for reporting unethical business practices at workplace without the fear of reprisal and help in eliminating any kind of misconduct in the system. The Policy also includes misconduct with respect to discrimination or sexual harassment. The Company also has in place ‘Prevention of Sexual Harassment Policy''. This Anti-Sexual Harassment Policy of the Company is in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. All employees are covered under this policy. The following is a summary of sexual harassment complaints received and disposed off during the year:

- Number of complaints received: Nil

- Number of complaints disposed off: NA

8. DOCUMENTS PLACED ON THE WEBSITE (WWW.KAMDHENULIMITED.COM)

The following documents have been placed on the website in compliance with the Companies Act, 2013 and other statutory requirements:

- DETAILS OF UNPAID DIVIDEND AS PER IEPF (UPLOADING OF INFORMATION REGARDING UNPAID AND UNCLAIMED AMOUNTS LYING WITH COMPANIES) RULES, 2012

- FINANCIAL STATEMENTS OF THE COMPANY ALONG WITH RELEVANT DOCUMENTS AS PER SECTION 136(1) OF THE COMPANIES ACT, 2013

- CODE OF CONDUCT AND WORK PLACE ETHICS

- CODE OF CONDUCT FOR BOARD MEMBERS & SENIOR MANAGEMENT PERSONNEL

- CODE OF PRACTICES & PROCEDURES FOR FAIR DISCLOSURE OF UNPUBLISHED PRICE SENSITIVE INFORMATION

- CODE OF CONDUCTTO REGULATE, MONITOR AND REPORT,

TRADING BY INSIDERS

- RISK MANAGEMENT POLICY & PROCEDURES

- NOMINATION AND REMUNERATION POLICY

- POLICY ON RELATED PARTY TRANSACTIONS

- WHISTLE BLOWER POLICY & VIGIL MECHANISM

- POLICY ON SEXUAL HARASSMENT OF EMPLOYEES

- CORPORATE SOCIAL RESPONSIBILITY POLICY

- BOARD DIVERSITY POLICY

- FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

- ARCHIVAL POLICY

- POLICY ON PRESERVATION OF DOCUMENTS

- POLICY FOR DETERMINATION OF MATERIALITY OF EVENTS AND INFORMATION

- THE TERMS AND CONDITIONS OF APPOINTMENT OF THE INDEPENDENT DIRECTORS OF THE COMPANY

- APPOINTMENT LETTER OF INDEPENDENT DIRECTORS

9. CORPORATE GOVERNANCE REPORT, MANAGEMENT DISCUSSION & ANALYSIS AND OTHER INFORMATION REQUIRED UNDER THE COMPANIES ACT, 2013 AND SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015

As per Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, detailed report on Corporate Governance, together with Auditors'' Certificate thereon and Management Discussion and Analysis form part of the Annual Report as Annexure-V & VI.

10. STATUTORY AUDITOR''S, SECRETARIAL AUDITOR''S AND COST AUDITOR''S REPORT

STATUTORY AUDITOR''S & THEIR REPORT

M/s B S D & Co, Chartered Accountants, (ICAI Firm Registration No. 000312S) were appointed as Statutory Auditors of your Company at the Annual General Meeting held on 29^th September, 2017 for a term of five consecutive years. As per the provisions of Section 139 of the Companies Act, 2013, the appointment of Auditors is required to be ratified by Members at every Annual General Meeting.

The Board recommends the same for ratification by shareholders at the ensuing Annual General Meeting for his rest tenure(i.e. till the conclusion of 28^th Annual General Meeting).

The Board has duly examined the Statutory Auditors’ Report to the accounts for the Financial Year 2017-18, which is self-explanatory. Clarifications, wherever necessary, have been included in the Notes to Accounts section of the Annual Report. The Report does not contain any qualification, reservation, disclaimer or adverse remark.

No fraud have been reported under Section 143(2) of the Act by the Auditors of the Company.

COST AUDITORS AND THEIR REPORT

The Company has received the consent and eligibility certificate that the appointment if made shall be in accordance with the provision of Section 148 of the Companies Act, 2013. Accordingly the Board, on the recommendation of the Audit Committee has approved the appointment of M/s K. G. Goel & Associates, Cost Accountants, as Cost Auditors, for the financial year ending 31^st March, 2019. The Cost Auditors will submit their report for the financial year ending 31^st March, 2019 on or before the due date.

Since the remuneration payable to the Cost Auditors is required to be ratified by the shareholders, the Board recommends the same for ratification by shareholders at the ensuing Annual General Meeting.

SECRETARIAL AUDITORS AND THEIR REPORT

The Company had appointed M/s Chandrasekaran Associates, Company Secretaries, to conduct its Secretarial Audit for the financial year ended 31^st March, 2018. The Secretarial Auditors have submitted their report, confirming compliance by the Company of all the provisions of applicable corporate laws. The Report does not contain any qualification, reservation, disclaimer or adverse remark. The Secretarial Audit Report is annexed as Annexure-IV to this report.

I n compliance with Section 204 of the Act, the Company has re-appointed M/s Chandrasekaran Associates, Company Secretaries, as Secretarial Auditor of the Company for the Financial Year 2018-19.

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

The particulars as prescribed in terms of Section 134 of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014, pertaining to the conservation of energy , technology absorption and foreign exchange earnings and outgo, to the extent possible in opinion of your directors, and forming part of this Report is given in Annexure-I to this Report.

12. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Pursuant to the Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company has constituted the Corporate Social Responsibility (CSR) Committee of the Board of Directors. The composition and terms of reference of the CSR Committee is provided in the Report on Corporate Governance, which forms part of this Report. The CSR Policy as recommended by the CSR Committee and approved by the Board of Directors in pursuance of the provisions of Companies Act, 2013 is uploaded on website https://www.kamdhenulimited.com/Financial-Results/CSR-Policy.pdf.

Further the Annual Report on CSR activities in pursuance of Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, describing inter-alia the initiatives taken by the Company in implementation of its CSR Policy is enclosed as Annexure-II and forms part of this Report.

13. BOARD EVALUATION

The performance evaluation of the Board, its Committees and individual Directors was conducted and the same was based on questionnaire and feedback from all the Directors on the Board as a whole, Committees and self-evaluation.

Directors, who were designated, held separate discussions with each of the Directors of the Company and obtained their feedback on overall Board effectiveness as well as each of the other Directors.

Based on the questionnaire and feedback, the performance of every director was evaluated in the meeting of the Nomination and Remuneration Committee (NRC). The meeting of NRC also reviewed performance of Managing Director on goals (quantitative and qualitative) set at the beginning of the year.

A separate meeting of the independent directors ("Annual ID meeting") was convened, which reviewed the performance of the Board (as a whole), the non-independent directors and the Chairman. After convening the Annual ID meeting, the collective feedback of each of the Independent Directors was discussed by the Chairman of the NRC with the Board''s Chairman covering performance of the Board as a whole; performance of the nonindependent directors and performance of the Board Chairman.

14. DEPOSIT FROM PUBLIC

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the Balance Sheet.

15. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Shri Satish Kumar Agarwal and Shri Sunil Kumar Agarwal, directors retiring by rotation in the ensuing Annual General Meeting, being eligible, offered themselves for their reappointment. Brief resume, nature of expertise, details of directorships held in other companies of the Directors proposed to be re-appointed, along with their shareholding in the Company, as stipulated under Secretarial Standard 2 and Regulation 36 of the Listing Regulations, is appended as an Annexure to the Notice of the ensuing Annual General Meeting.

The Company in its annual general meeting held on 27^th September, 2016, approved the appointment of Shri Satish Kumar Agarwal, Shri Sunil Kumar Agarwal, Shri Saurabh Agarwal and Shri Sachin Agarwal as Whole Time Directors of the Company for a term of three years.

Besides this, there was no change in the composition of the Board of Directors during the year.

16. NAMES OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE COMPANY''S SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR

During the year under review, there is no such company which has become or ceased to be Company''s subsidiary, joint venture or associate company.

The Company is not a subsidiary of any other Company.

17. SIGNIFICANT AND MATERIAL ORDERS

During the year under review, no significant or material orders were passed by the Regulators or Courts or Tribunals which may impact the going concern status and future operations of the Company.

18. CHANGE IN NATURE OF BUSINESS

During the year there is no change in nature of business of the Company under review

19. PARTICULARS OF EMPLOYEES

The information required under Section 197 of the Companies Act, 2013 and the Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company.

a. Ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year ended 31^st March, 2018

Sr. No.	Name of Director	Designation	Ratio
1.	Shri Satish Kumar Agarwal	Chairman & Managing Director	29.8266
2.	Shri Sunil Kumar Agarwal	Whole Time Director	28.9021
3.	Shri Saurabh Agarwal	Whole Time Director	279777
4.	Shri Sachin Agarwal	Whole Time Director	279777
5.	Shri Mahendra Kumar Doogar	Independent Director	1.0477
6.	Shri Radha Krishna Pandey	Independent Director	0.8474
7.	Shri Ramesh Chand Surana	Independent Director	0.5855
8.	Smt. Nishal Jain	Independent Director	0.5547

*Median Salary (Annual) of employees for the Financial Year 2017-18 is Rs.3,24,516/-.

b. The percentage increase in remuneration of each Director, Chief Executive Officer, Chief Financial Officer, Company Secretary or Manager, if any, in the financial year ended 31^st March, 2018.

Sr. No.	Name of Director/KMP	Designation	% Increase in remuneration
1.	Shri Satish Kumar Agarwal	Chairman & Managing Director	38.69
2.	Shri Sunil Kumar Agarwal	Whole Time Director	37.95
3.	Shri Saurabh Agarwal	Whole Time Director	42.33
4.	Shri Sachin Agarwal	Whole Time Director	42.33
5.	Shri Mahendra Kumar Doogar	Independent Director	11.48
6.	Shri Radha Krishna Pandey	Independent Director	0.00
7.	Shri Ramesh Chand Surana	Independent Director	(17.39)
8.	Smt Nishal Jain	Independent Director	50.00
9.	Shri Harish Kumar Agarwal	Chief Financial Officer	29.06
10.	Shri Jogeswar Mohanty	Company Secretary	8.67

c. The percentage increase in the median remuneration of employees in the financial year ended 31^st March, 2018 is 8.04.%.

d. The number of permanent employees on the rolls of company as on 31^st March, 2018 are 744.

e. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

The average increase in salaries of employees other than managerial personnel in FY 2017-18 was 7.08 %. Percentage increase in the managerial remuneration for the year was 39.08%.

f. Affirmation that the remuneration is as per the remuneration policy of the Company:

The Company''s remuneration policy is driven by the success and performance of the individual employees and the Company. Through its compensation package, the Company endeavors to attract, retain, develop and motivate a high performance staff. The Company follows a compensation mix of fixed pay, benefits and performance based variable pay. Individual performance pay is determined by business performance and the performance of the individuals measured through the annual appraisal process. The Company affirms remuneration is as per the remuneration policy of the Company.

Particulars of Employees pursuant to the provisions of section 197 (12) of the Companies Act, 2013 read with Rule 5(2) &5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Sr. No.	Name	Age (Years)	Designation	Monthly Remuneration o	Qualification	Experi ence (Yeas)	Date of commencement of Employment	Last Employment held/ Desgnation/ Period	Nature of employment whether contractual or otherwise	Percentage of equity shares held in the Company	Whether the employee is relative of any director or manager of the Company and if or, name of such director or manager
1.	Shri Satish Kumar Agarwal	68	Chairman & Managing Director	5,81,600	B.E. (Mechanical)	46 Years	12.09.1994	Vikas Refractories Private Limited, Managing Director, 12 Years	As per appointment letter/Board resolution	5.48	1. Father of Shri Saurabh Agarwal &Shri Sachin Agarwal 2.Brother of Shri Sunil Kumar Agarwal
2.	Shri Sunil Kumar Agarwal	60	Whole Time Director	5,66,600	B.E. (Chemical)	32 Years	01.01.2003	Family Business	As per appointment letter/Board resolution	5.54	Brother of Shri Satish Kumar Agarwal
3.	Shri Saurabh Agarwal	43	Whole Time Director	5,31,600	B.E. (Mechanical)	18 Years	01.08.1998	NA	As per appointment letter/Board resolution	2.46	1. Son of Shri Satish Kumar Agarwal 2. Brother of Shri Sachin Agarwal
4	Shri Sachin Agarwal	39	Whole Time Director	5,31,600	B.Tech. (Industrial Engineering & Management) MBA	14 Years	01.04.2004	NA	As per appointment letter/Board resolution	2.88	1.Son of Shri Satish Kumar Agarwal 2.Brother of Shri Saurabh Agarwal
5.	Shri Raj Kumar Srivastava	48	National Head -Marketing	5,21,033	B.Com -1989	24 Years	01.09.2007	16 Years experience in Acro Paints as Factory Manager.	Permanent	NIL	NO
6.	Shri Harish Kumar Agarwal	50	CFO &Head-Legal	2,29,965	B.Com,C.A-1993	26 Years	01.07.2006	Worked with Penam Laboratories Limited as GM-Finance for 8 Years.	Permanent	NIL	NO

Sr. No.	Name	Age (Years)	Desgnation	Monthly Remuneration o	Qualification	Experi ence (Yeas)	Date of commencement of Employment	Last Employment held/ Desgnation/ Period	Nature of employ-mentwhether contractual or otherwise	Percentage of equity shares held in the Company	Whether the employee is relative of any director or manager of the Company and if or, name of such director or manager
7.	Ms. Nisha Adlakha	33	Global Business Head	2,00,137	M.B.A(Finance & Marketing)	11 Years	16.03.2018	Country Manager(Sales & Operation) Graphenstone, Spain	Permanent	NIL	NO
8.	Smt. Vipil Agarwal	47	GM - Business Development	1,92,133	M.A., B.Ed	14 Years	01.08.2006	Free lancer	Permanent	NIL	NO
9.	Shri Vijay Kishore Asthana	46	D.G.M -Sales & Marketing	1,79,269	PGDM - Sales & Marketing- 1995	21 Years	12.07.2013	Worked with Esdee Paints Limited as GM-Sales & Marketing for 6 years	Permanent	NIL	NO
10.	Shri Puneet Kumar	44	D.G.M -Sales & Marketing	1,60,671	PGDBM FROM IMT -2010	21 Years	04.10.2011	Worked with Berger Paints as Sr. Technical Officer for 3 Years	Permanent	NIL	NO

Employed throughout the year and in receipt of remuneration not less than Rs.102 Lakh	NIL
Employed for part of the year and in receipt of remuneration not less than Rs.8.50 Lakh per month.	NIL
Employees in the Company who employed throughout the financial year or part thereof, was in receipt of remuneration in that year which, in the aggregate, or as the case may be, at a rate which, in the aggregate, is in excess of that drawn by the managing director or whole-time director or manager and holds by himself or along with his spouse and dependent children, not less than two percent of the eauity shares of the Company	NIL

20. EXTRACT OF ANNUAL RETURN

The extract of Annual Return of the Company''s provided under Sub-Section (3) of Section 92, 134(3) (a) and Rule 12 of Companies (Management And Administration) Rules, 2014 of the Companies Act, 2013 in the prescribed Form MGT-9 is enclosed as Annexure-111 to this report.

21. COMMITTEES OF BOARD, NUMBER OF MEETINGS OF THE BOARD AND BOARD COMMITTEES

The Board of Directors met five (5) times during the previous financial year. As on 31^st March, 2018, the Board has 8 (Eight) committees, namely,

- Audit Committee

- Nomination and Remuneration Committee

- Stakeholders Relationship Committee

- Borrowing Committee

- Corporate Social responsibility Committee

- Allotment Committee

- Share Transfer committee

- Management Committee

All the recommendations made by committees of Board were accepted by the Board. A detailed update on the Board, its composition, detailed charter including terms and reference of various Board Committees, number of Board and Committee meetings held during Financial Year 2017-18 and attendance of the Directors at each meeting is provided in the Report on Corporate Governance, which forms part of this Annual Report.

22. DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declaration from Shri Mahendra Kumar Doogar, Shri Radha Krishna Pandey, Shri Ramesh Chand Surana and Smt. Nishal Jain, Independent Non Executive Directors of the Company under Section 149(7) of the Companies Act, 2013, that he/she continue to meet with the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and the relevant regulations of SEBI (Listing Obligations and Disclosure Requirements) regulations, 2015. Further, there has been no change in the circumstances which may affect their status as Independent Director during the year. The Independent Directors have also confirmed that they have complied with the Company’s code of conduct.

23. COMPANY''S POLICY OF DIRECTORS'' APPOINTMENT AND REMUNERATION

The Company''s policy on Director''s appointment and remuneration including criteria for determining aualifications, positive attributes, independence of a director and other matters provided under section 178 (3) of the Act are available in website of the Company under the heading investor zone at www.kamdhenulimited.com. Further, information about elements of remuneration package of individual directors is provided in the extract of Annual Return in Form MGT-9 enclosed as Annexure-III to this Report.

We affirm that remuneration paid to the Directors is as per the terms laid out in the Nomination and Remuneration Policy of the Company.

The Nomination and Remuneration Policy as approved and adopted by Nomination and Remuneration committee and the Board of Directors of the Company, enumerating the criteria laid down for appointment, evaluation and remuneration of Directors and key managerial personnel, determining aualifications, positive attributes and independence of Directors and/or key managerial personnel, is available in the website of Company https:// www.kamdhenulimited.com/Financial-Results/Nomination-Remuneration-Policy.pdf.

24. CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT

In compliance with Regulation 26(3) of SEBI (Listing Obligations and Disclosure Reauirements) Regulations, 2015, the Company has formulated Code of Conduct for the Board members and senior management personnel of the Company so that the Company''s 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.

Declaration by the Chairman & Managing Director

It is hereby declared that the Company has obtained from each individual member of the Board of Directors and the Senior Management confirming that none of them has violated the conditions of the said Code of Conduct.

25. RELATIONSHIP BETWEEN DIRECTORS INTER-SE

Directors 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 Obligations and Disclosure Reauirements) regulations, 2015. Details given in Corporate Governance Report forming part of this report.

26. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

During the year under review, the Company has not made any loans or, guarantee, or provided any security or made any investments pursuant to the provisions of Section 186 of the Companies Act, 2013 read with Rules made thereunder.

27. TRANSACTIONS WITH RELATED PARTIES

The Company has not entered into any transaction with related party as mentioned in Section 188 of the Companies Act, 2013. Accordingly, there is no transaction which required to be reported in Form AOC-2.

28. INTERNAL FINANCIAL CONTROL SYSTEM AND ITS ADEQUACY

The Company has in place adequate tools, procedures and policies, ensuring orderly and efficient conduct of its business,including adherence to the Company''s policies, safeguarding of its assets, prevention and detection of frauds and errors,accuracy and completeness of accounting records, and timely preparation of reliable financial information. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed. A brief note on information about internal financial control systems and its adequacy is set out in the Management Discussion & Analysis Report which forms part of this Annual Report.

29. RISK MANAGEMENT

The Risk Management is overseen by the Audit Committee of the Company on a continuous basis. The Committee oversees Company''s process and policies for determining risk tolerance and review management''s measurement and comparison of overall risk tolerance to established levels. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuous basis.

30. ANNUAL BOARD EVALUATION AND FAMILIARIZATION PROGRAMME FOR BOARD MEMBERS

A note on the familiarization programme adopted by the Company for orientation and training of the Directors, and the Board evaluation process undertaken in compliance with the provisions of the Companies Act, 2013 and the Listing Regulations is provided in the Report on Corporate Governance, which forms part of this Annual Report.

31. VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Code of Conduct and vigil mechanism applicable to Directors and Senior Management of the Company is available on the Company''s web site https://www.kamdhenulimited. com/Financial-Results/Whistle-Blower- Policy.pdf.

A brief note on the highlights of the Whistle Blower Policy and compliance with Code of Conduct is also provided in the Report on Corporate Governance, which forms part of this Annual Report.

32. PECUNIARY RELATIONSHIP OR TRANSACTIONS OF NONEXECUTIVE DIRECTORS

During the year, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company.

33. THE COMPANY HAS COMPLIED WITH THE PROVISIONS OF SECRETARIAL STANDARD ISSUED BY THE INSTITUTE OF COMPANY SECRETARIES OF INDIA

The Companies Act, 2013 has made it compulsory for every company to comply the two secretarial standards (SS) issued by the Institute of Company Secretaries of India (ICSI) under the provisions of Section 118 (10) of the Companies Act, 2013 with respect to board meetings (SS-1) and general meetings (SS-2). The Company has complied with provisions of Secretarial Standards during the year under review.

34. DIRECTORS'' RESPONSIBILITY STATEMENT UNDER SECTION 134(5) OF THE COMPANIES ACT, 2013

Pursuant to the requirement of Section 134(5) of the Companies Act, 2013, your Directors, to the best of their knowledge and belief, confirm 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) The Directors had 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) The directors had 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) The directors had prepared the annual accounts on a going concern basis;

e) The directors, in case of a listed company, had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively.

Explanation: For the purposes of this clause, the term "internal financial controls" means the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information;

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

35. ACKNOWLEDGEMENTS

Your Directors place on record their deep appreciation to employees at all levels for their hard work, dedication and commitment. The enthusiasm and unstinting efforts of the employees have enabled the Company to remain as industry leaders.

The Board places on record its appreciation for the support and co-operation your Company has been receiving from its suppliers, distributors stockists, dealers, business partners, franchisee units and others associated with the Company as its trading partners. Your Company looks upon them as partners in its progress and has shared with them the rewards of growth. It will be your Company''s endeavour to build and nurture strong links with the trade based on mutuality of benefits, respect for and co- operation with each other, consistent with consumer interests.

The Directors also take this opportunity to thank all Shareholders, Clients, Vendors, Banks, Government and Regulatory Authorities and Stock Exchanges, for their continued support.

BY ORDER OF THE BOARD OF DIRECTORS

(Satish Kumar Agarwal)

Chairman & Managing Director

DIN:00005981

(Sunil Kumar Agarwal)

Whole Time Director

DIN:0005973

Place: Gurugram

Date: 28^th May, 2018

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Mar 31, 2016

To,

The Members,

The Directors have pleasure in presenting their 22nd Annual Report on the business and operations of the Company along with Audited Financial Statements for the Financial Year ended March 31,2016.

1. FINANCIAL HIGHLIGHTS OF THE COMPANY

Rs. In Lacs

Particulars	2015-16	2014-15
Gross Sales and Operating Revenues	88537.93	101107.94
Net Revenue from Operations	84118.74	96799.32
Other Income	47.93	38.05
Total Revenue	84166.67	96837.37
Total Expenses	82925.76	95647.36
Profit before Tax	1240.91	1190.01
Tax Expenses	426.37	387.35
Profit After Tax for the year	814.54	802.66
Appropriations
Proposed Dividend	163.80	163.80
Tax on Proposed Dividend	33.35	33.35
Paid up Capital	2340	2340

2. DIVIDEND

Your Directors are pleased to recommend for approval of the Members a dividend of Re.0.70 per equity share of Rs.10/- each fully paid-up of the Company for the financial year 2015-16. The total cash outflow on account of dividend on equity shares for the financial year 2015-16 would aggregate to Rs.197.15 Lacs including Dividend Distribution Tax. The dividend, if declared in the Annual General Meeting, shall be paid on or before 27th October, 2016.

3. TRANSFER TO RESERVES

During the financial year 2015-16, Company has not transferred any amount to reserves.

4. MATERIAL CHANGES AND COMMITMENTS

There is no material changes and commitments effecting the financial position of the company which have occurred during the financial year 2015-16 of the company to which the financial statement relates and the date of this report.

5. OPERATING RESULTS AND BUSINESS OPERATIONS

The Company has achieved gross Sales and Operating Revenues of Rs.88538 Lacs during the financial year 2015-16 registering a decline of 12% compared to last year. Decline in revenues is mainly on account of decrease in the selling price of steel products.

The operating profit (profit after tax) increased by 1.5% i.e. Rs.815 Lacs in financial year 2015-16 compared to Rs.803 Lacs in financial year 2014-15 inspite of adverse market conditions.

The yearly sale under steel division has been declined by 19% as compared to the previous year as the total sales have been declined to Rs.68468 Lacs from Rs. 84607 Lacs mainly due to fall in selling prices.

Despite cut throat competition from the big players in the market, the yearly turnover of paint division of the Company registered a growth of 22% as compared to the previous year and touched to Rs.20005 Lacs from Rs.16413 Lacs in previous year. The company has been constantly involved in establishing the extensive marketing network, brand promotion, lucrative discount and rebate schemes to further enhance the performance of paints division of the company. The Paint Division is at present operating from 32 sales depots across the country.

The Power division of the Company has generated a revenue of Rs. 66 Lacs during the financial year under review as against Rs. 87 Lacs previous year resulting decline by 24%. The decline in revenue is due to continuous break down of the wind turbines and local security problems which has already been rectified by the AMC agency.

Overall Gross block as at 31 st March, 2016 has increased to Rs.7817 Lacs as compared to Rs.7409 Lacs as at 31st March, 2015. Addition to gross block is mainly on account of acquisition of tinting machines in the paint division and additions in plant and machinery.

The tax expenses of the Company for current year are Rs.426 Lacs as compared to Rs.387 Lacs in the previous year which comprises current year tax, deferred tax and earlier year tax.

The earnings per share for the year is Rs.3.48 as against Rs.3.43 in the previous year.

6. HUMAN RESOURCES DEVELOPMENT

The Company has continuously adopted structures that helps to attract best external talent and promote internal talent to higher roles and responsibilities. KAMDHENU people are centric focus providing an open work environment fostering continuous improvement and development that helped several employees realize their career aspirations during the year.

As a result, KAMDHENU HR function has strengthened its impact in its day-to-day functioning, and is raising its bar of excellence to ensure timely availability of necessary talent and capabilities and engage and help talent to perform sustainably.

Company''s Health and Safety Policy commits to provide a healthy and safe work environment to all employees. The Company''s progressive workforce policies and benefits, various employee engagement and welfare have addressed stress management, promoted work life balance.

7. DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed there under. During the financial year 2015-16, the Company has not received any complaints on sexual harassment and also, no complaint is pending on sexual harassment.

8. DOCUMENTS PLACED ON THE WEBSITE (www.kamdhenulimited.com)

The following documents have been placed on the website in compliance with the Companies Act, 2013 and other statutory requirements:

- Details of unpaid dividend as per IEPF (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012

- Corporate Social Responsibility Policy as per Section 135(4)(a)

- Financial Statements of the Company along with relevant documents as per Section 136(1)

- Details of the Vigil Mechanism as per Section 177(10)

- The terms and conditions of appointment of the independent directors as per Schedule IV.

9. CORPORATE GOVERNANCE REPORT, MANAGEMENT DISCUSSION & ANALYSIS AND OTHER INFORMATION REQUIRED UNDER THE COMPANIES ACT, 2013 AND SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015

As per Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 Corporate Governance Report and Management Discussion and Analysis report are attached and form part of the Annual Report.

10. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 134(5) of the Act, and based on the representations received from the management, the directors hereby confirm that:

a) In the preparation of the annual accounts for the financial year 2015-16, the applicable accounting standards have been followed and there are no material departures;

b) we 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 the financial year;

c) we have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Act. They confirm that there are adequate systems and controls for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

e) we have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating properly; and

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

11. STATUTORY AUDITORS'', SECRETARIAL AUDITORS¹ AND COST AUDITORS'' REPORT

There are no qualifications, reservations or adverse remarks or disclaimers in the Statutory Auditors'', Secretarial Auditors'' and Cost Auditors'' Reports.

12. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars as prescribed under Rule 8(3) of the Companies (Accounts) Rules, 2014, are set out as Annexure-I to this Report.

13. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The CSR Policy of the Company and the details about the initiatives taken by the Company on CSR during the year as per the Companies (Corporate Social Responsibility Policy) Rules, 2014 and Annual Report on CSR activities have been disclosed in Annexure-ll to this Report. Further details of composition of the Corporate Social Responsibility Committee and other details are provided in the Corporate Governance Report which forms part of this report.

14. BOARD EVALUATION

The performance evaluation of the Board, its Committees and individual Directors was conducted and the same was based on questionnaire and feedback from all the Directors on the Board as a whole, Committees and self-evaluation.

Directors, who were designated, held separate discussions with each of the Directors of the Company and obtained their feedback on overall Board effectiveness as well as each of the other Directors.

Based on the questionnaire and feedback, the performance of every director was evaluated in the meeting of the Nomination and Remuneration Committee (NRC). The meeting of NRC also reviewed performance of Managing Director on goals (quantitative and qualitative) set at the beginning of the year.

A separate meeting of the independent directors (“Annual ID meeting”) was convened, which reviewed the performance of the Board (as a whole), the non-independent directors and the Chairman. After convening the Annual ID meeting, the collective feedback of each of the Independent Directors was discussed by the Chairman of the N RC with the Board''s Chairman covering performance of the Board as a whole; performance of the non-independent directors and performance of the Board Chairman.

15. DEPOSIT FROM PUBLIC

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the Balance Sheet.

16. DIRECTORS AND KEYMANAGERIALPERSONNEL

Mr. Sunil Kumar Agarwal, director retiring by rotation in the ensuing Annual General Meeting being eligible offered himself for the reappointment.

Besides this, there was no change in the composition of the Board of Directors during the year.

17. NAMES OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE COMPANY''S SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR

During the year, there is no such company which has become or ceased to be Company''s subsidiary, joint venture or associate company under review.

18. SIGNIFICANT AND MATERIAL ORDERS

During the year under review, there are no significant or material orders passed by the regulators or courts or tribunals impacting the going concern status and company''s operations in future.

19. CHANGE IN NATURE OF BUSINESS

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

20. AUDITORS

M/s S. Singhal &Co., Chartered Accountants, E-127, Industrial Area, Bhiwadi (Rajasthan), the Statutory Auditors of the Company, having registration number 001526C with the Institute of Chartered Accountants of India, retiring at the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment as Statutory Auditors of the Company for the Financial Year 2016-17. The Company has received a letter dated May 10,2016 for their re-appointment, if made, would be within the limit prescribed under Section 139 and 141 of the Companies Act, 2013.

21. PARTICULARS OF EMPLOYEES

The information required under Section 197 of the Act and the Rule 5(1) of Companies (Appointment and Remuneration) Rules, 2014 in respect of employees of the Company,

a. The ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year2015-16:

S.No.	Name of Director	Designation	Ratio to Median Remuneration
1.	Mr.Satish Kumar Agarwal	Chairman & Managing Director	18.32
2.	Mr.Sunil Kumar Agarwal	Whole Time Director	17.91
3.	Mr.Saurabh Agarwal	Whole Time Director	16.79
4.	Mr.Sachin Agarwal	Whole Time Director	16.79
5.	Mr.Mahendra Kumar Doogar	Independent Director	0.75
6.	Mr.Radha Krishna Pandey	Independent Director	0.58
7.	Mr.Ramesh Chand Surana	Independent Director	0.73
8.	Mrs.Nishal Jain	Independent Director	0.31

’Median Salary (Annual) of employees for the Financial Year 2015-16 is Rs.2,94,768/-.

b. The percentage increase in remuneration of each Director, Chief Executive Officer, Chief Financial Officer, Company Secretary or Manager, if any, in the financial year 2015-16:

S.No.	Name of Director	Designation	% Increase in remuneration
1.	Mr.Satish Kumar Agarwal	Chairman & Managing Director	35.70
2.	Mr.Sunil Kumar Agarwal	Whole Time Director	34.72
3.	Mr.Saurabh Agarwal	Whole Time Director	34.54
4.	Mr.Sachin Agarwal	Whole Time Director	34.54
5.	Mr.Mahendra Kumar Doogar	Independent Director	91.30
6.	Mr.Radha Krishna Pandey	Independent Director	30.77
7.	Mr.Ramesh Chand Surana	Independent Director	258.33
8.	Mrs.Nishal Jain	Independent Director	80.00
9.	Mr.Harish Kumar Agarwal	Chief Financial Officer	8.32
10.	Mr. Jogeswar Mohanty	Company Secretary	24.96

c. The percentage increase in the median remuneration of employees in the financial year 2015-16 is 6.43%.

d. The number of permanent employees on the rolls of company as on 31st March, 2016 are 655.

e. The explanation on the relationship between average increase in remuneration and company performance: On an average, employees received an increase of 17.02% in remuneration. The increase in remuneration is in line with the market trends.

f. Comparison of the remuneration of the Key Managerial Personnel against the performance of the company:

Particulars	Amount in Rs.
Remuneration of Key Managerial Personnel (KMP) during financial year 2015-16 (Aggregated)	2,30,69,276
Revenue from operations	841,18,74,402
Remuneration (as % of revenue)	0.27%
Profit before tax (PBT)	12,40,91,559
Remuneration (as % of PBT)	18.59%

g. Variations in the market capitalization of the Company, price earnings ratio as at the closing date of the current financial year and previous financial year and percentage increase over decrease in the market quotations of the shares of the Company in comparison to the rate at which the Company came out with the last public offer in case of listed companies, and in case of unlisted companies, the variations in the net worth of the Company as at the close of the current financial year and previous financial year:

Particulars	Unit	As at 31st Mar 16	As at 31st Mar 15	Variation
Closing rate of share at BSE	Rs.	44.50	41.90	6.20%
EPS (Consolidated)	Rs.	3.48	3.43	1.48%
Market Capitalization	Rs. in Lac	10413	9805	6.20%
Price Earnings ratio(PE Ratio)	ratio	12.79	12.22	4.66%

h. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration.

The average increase in salaries of employees other than managerial personnel in 2015-16 was 17.02%. Percentage increase in the managerial remuneration for the year was 32.17%.

i. Comparison of each remuneration of the Key Managerial Personnel against the performance of the Company.

Name of KMP	Designation	Remuneration in Rs.	Revenue in Rs.	Remuneration (as % of revenue)	Profits before tax (PBT) in Rs.	Remuneration (as % of PBT)
Mr.Satish Kumar Agarwal	CMD	54,00,000	885,37,92,746	0.0609	12,40,91,559	4.3516
Mr.Sunil Kumar Agarwal	WTD	52,80,000	885,37,92,746	0.0596	12,40,91,559	4.2549
Mr.Saurabh Agarwal	WTD	49,50,000	885,37,92,746	0.0559	12,40,91,559	3.9889
Mr.Sachin Agarwal	WTD	49,50,000	885,37,92,746	0.0559	12,40,91,559	3.9889
Mr.Harish Kumar Agarwal	CFO	17,28,260	885,37,92,746	0.0195	12,40,91,559	1.3927
Mr.Jogeswar Mohanty	CS	7,61,016	885,37,92,746	0.0086	12,40,91,559	0.6133

j. The key parameters for any variable component of remuneration availed by the directors: Not applicable

k. The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year: Not applicable

I. Affirmation that the remuneration is as per the remuneration policy of the Company

The Company''s remuneration policy is driven by the success and performance of the individual employees and the Company. Through its compensation package, the Company endeavors to attract, retain, develop and motivate a high performance staff. The Company follows a compensation mix of fixed pay, benefits and performance based variable pay. Individual performance pay is determined by business performance and the performance of the individuals measured through the annual appraisal process. The Company affirms remuneration is as per the remuneration policy of the Company.

The information required under Section 197 of the Act and the Rule 5(2) of Companies (Appointment and Remuneration) Rules, 2014 in respect of employees of the Company, is as follows:-

Employee in the Company in receipt of remuneration aggregating more than Rs.60,00,000 per annum being employed throughout the financial year and Rs.5,00,000 or more per month being employed for part of the year.

NIL

Employees in the Company who employed throughout the financial year or part thereof, was in receipt of remuneration in that year which, in the aggregate, or as the case may be, at a rate which, in the aggregate, is in excess of that drawn by the managing director or whole-time director or manager and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the company

NIL

22. EXTRACT OF ANNUAL RETURN

The extract of Annual Return as provided under Sub-Section (3) of Section 92 of the Companies Act, 2013 (the "Act”) in the prescribed Form MGT-9 is enclosed as Annexure III to this report.

23. NUMBER OF MEETINGS OF THE BOARD

Four (4) meetings of the Board of Directors of the Company were held during the year. For details of the meetings, please refer to the Corporate Governance Report, which forms part of the Annual Report.

24. INDEPENDENT DIRECTORS'' DECLARATION

The Company has received necessary declaration from Mr. Mahendra Kumar Doogar, Mr. Radha Krishna Pandey, Mr. Ramesh Chand Surana and Mrs. Nishal Jain, Independent Directors of the Company under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence laid down under Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI(Listing Obligations and Disclosure Requirements) regulations, 2015. Further, there has been no change in the circumstances which may affect their status as independent director during the year.

25. COMPANY''S POLICYOF DIRECTORS''APPOINTMENT AND REMUNERATION

Company''s policy on Directors'' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under section 178(3) of the Act are available in website of the company under the heading investor zone at www.kamdhenulimited.com. Further, information about elements of remuneration package of individual directors is provided in the extract of Annual Return in Form MGT-9 enclosed as Annexure-lll to this Report.

We affirm that remuneration paid to the Directors is as per the terms laid out in the nomination and remuneration policy of the Company.

26. CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT

In compliance with Regulation 26(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Company has formulated Code of Conduct for the Board members and senior management personnel of the Company so that the Company''s 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.

Declaration by the Chairman & Managing Director

It is hereby declared that the Company has obtained from each individual member of the Board of Directors and the Senior Management confirming that none of them has violated the conditions of the said Code of Conduct.

27. RELATIONSHIP BETWEEN DIRECTORS INTER-SE

Directors are related to each other within the meaning of the term “relative” as per Section 2(77) of the Act and SEBI (Listing Obligations and Disclosure Requirements) regulations, 2015. Details given in Corporate Governance Report forming part of this report.

28. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

During the year under review, the Company has not made any loans or, guarantee, or provided any security or made any investments pursuant to the provisions of Section 186 of the Companies Act, 2013 read with Rules made there under.

29. TRANSACTIONS WITH RELATED PARTIES

The Company has not entered into any transaction with related party as mentioned in Section 188 of the Companies Act, 2013. Hence, Section 188(1) is not applicable to the Company.

30. INTERNALCONTROLSYSTEMANDTHEIRADEQUACY

The information about internal control systems and their adequacy is set out in the Management Discussion & Analysis Report which is attached and forms part of this Report.

31. RISK MANAGEMENT

The Risk Management is overseen by the Audit Committee of the Company on a continuous basis. The Committee oversees Company''s process and policies for determining risk tolerance and review management''s measurement and comparison of overall risk tolerance to established levels. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuous basis.

32. FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS

The Company has practice of conducting familiarization program of the independent directors as detailed in the Corporate Governance Report which forms part of the Annual Report.

33. VIGIL MECHANISM

The Company has established a vigil mechanism for adequate safeguards against victimization of directors and employees of the Company. For details, please refer to the Corporate Governance Report attached to the Annual Report.

34. PECUNIARY RELATIONSHIP OR TRANSACTIONS OF NON-EXECUTIVE DIRECTORS

During the year, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company.

35. ACKNOWLEDGMENTS

The Directors wish to convey their appreciation to business associates for their support and contribution during the year. The Directors would also like to thank the employees, shareholders, customers, suppliers, alliance partners and bankers for the continued support given by them to the Company and their confidence reposed in the management.

BY ORDER OF THE BOARD OF DIRECTORS

Dated: 27.05.2016 (Satish Kumar Agarwal) (Sunil Kumar Agarwal)

Place: New Delhi Chairman & Managing Director Whole Time Director

DIN - 00005981 DIN - 00005973

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Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting their 21st Annual Report on the business and operations of the Company and the Audited Financial Statements for the Financial Year ended March 31,2015.

1. FINANCIAL HIGHLIGHTS OF THE COMPANY

Rs. In Lacs

Particulars 2014-15 2013-14

Gross Sales and Operating Revenues 101107.94 96548.11

Net Revenue from Operations 96799.32 92170.59

Other Income 38.05 36.01

Total Revenue 96837.37 92206.6

Total Expenses 95647.36 91283.75

Profit before Tax 1190.01 922.85

Tax Expenses 387.35 327.36

Profit After Tax for the year 802.66 595.49

Appropriations

Proposed Dividend 163.80 0

Tax on Proposed Dividend 33.35 0

2. DIVIDEND

Your Directors are pleased to recommend for approval of the Members a dividend of Re.0.70 per equity share of Rs.10/- each of the Company for the financial year 2014-15. The total cash outflow on account of dividend on equity shares for the financial year 2014-15 would aggregate to Rs.197.15 Lacs including Dividend Distribution Tax.

3. TRANSFER TO RESERVES

During the financial year 2014-15, Company has not transferred any amount to reserves.

4. MATERIAL CHANGES AND COMMITMENTS

There is no material changes and commitments effecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statement relates and the date of this report.

5. OPERATING RESULTS AND BUSINESS OPERATIONS

During the financial year 2014-15, your Company has achieved another milestone of crossing Rs.1000 crores revenue from operations. The Company has earned gross Sales and Operating Revenues of Rs.1011 crores during the financial year 2014-15 registering a growth of 5% compared to last year.

The operating profit (profit after tax) increased by 34.79% to Rs.802.66 Lacs in financial year 2014-15 compared to Rs.595.50 Lacs in financial year 2013-14.

The yearly sale under steel division has been increased by 6.74% as compared to the previous year as the total sales have been increased to Rs.84607 Lacs from Rs.79267 Lacs.

Due to the cut throat competition from the big players in the market, the yearly turnover of paint division of the Company marginally decreased by 4.55 % as compared to the previous year and touched to Rs.16413 Lacs from Rs.17195 Lacs in previous year. The company has been constantly involved in establishing the extensive marketing network, brand promotion, lucrative discount and rebate schemes to establish its products in the market. The Paint Division is at present operating from 32 sales depots across the country.

The Power division of the Company has generated a revenue of Rs.87 Lacs during the financial year under review as against Rs.85 Lacs last year resulting increase by 2.35%.

Overall Gross block as at 31st March, 2015 has increased to Rs.7406 Lacs as compared to Rs.7168 Lacs as at 31st March, 2014. Addition to gross block is mainly on account of acquisition of computerized tinting machines in the paint division and modernization of the steel plant.

The tax expenses of the Company for current year are Rs.387 Lacs as compared to Rs.327 Lacs in the previous year which comprises current year tax, deferred tax and earlier year tax.

The earnings per share for the year is Rs.3.43 as against Rs.2.54 in the previous year.

6. HUMAN RESOURCES DEVELOPMENT

The Company has continuously adopted structures that help attract best external talent and promote internal talent to higher roles and responsibilities. KIL people centric focus providing an open work environment fostering continuous improvement and development helped several employees realize their career aspirations during the year.

Company's Health and Safety Policy commits to provide a healthy and safe work environment to all employees. The Company's progressive workforce policies and benefits, various employee engagement and welfare have addressed stress management, promoted work life balance.

7. DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder. During the financial year 2014-15, the Company has not received any complaints on sexual harassment.

8. DOCUMENTS PLACED ON THE WEBSITE (www.kamdhenuispat.com)

The following documents have been placed on the website in compliance with the Companies Act, 2013:

* Details of unpaid dividend as per Section 124(2)

* Corporate Social Responsibility Policy as per Section 135(4)(a)

* Financial Statements of the Company along with relevant documents as per Section 136(1)

* Details of the Vigil Mechanism as per Section 177(10)

* The terms and conditions of appointment of the independent directors as per Shedule IV.

9. CORPORATE GOVERNANCE REPORT, MANAGEMENT DISCUSSION & ANALYSIS AND OTHER INFORMATION REQUIRED UNDER THE COMPANIES ACT, 2013 AND LISTING AGREEMENT

As per Clause 49 of the listing agreement entered into with the stock exchanges, Corporate Governance Report with Auditors' certificate thereon and Management Discussion and Analysis report are attached and form part of this report.

10. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 134(5) of the Act, and based on the representations received from the management, the directors hereby confirm that:

i. in preparation of the annual accounts for the financial year 2014-15, the applicable accounting standards have been followed and there are no material departures;

11. 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 the financial year;

iii. they have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Act. They confirm that there are adequate systems and controls for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. they have prepared the annual accounts on a going concern basis;

v. they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating properly; and

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

11. AUDITORS, SECRETARIAL AUDITORS REPORT AND COST AUDITORS

There are no disqualifications, reservations or adverse remarks or disclaimers in the Auditors Report, Secretarial Auditors Report and Cost Auditors.

12. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars as prescribed under Rule 8(3) of the Companies (Accounts) Rules, 2014, are set out in an Annexure-I to this Report.

13. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The CSR Policy of the Company and the details about the initiatives taken by the Company on CSR during the year as per the Companies (Corporate Social Responsibility Policy) Rules, 2014 have been disclosed in Annexure-II to this Report. Further details of composition of the Corporate Social Responsibility Committee and other details are provided in the Corporate Governance Report which forms part of this report.

14. BOARD EVALUATION

The performance evaluation of the Board, its Committees and individual directors was conducted and the same was based on questionnaire and feedback from all the Directors on the Board as a whole, Committees and self-evaluation.

Directors, who were designated, held separate discussions with each of the Directors of the Company and obtained their feedback on overall Board effectiveness as well as each of the other Directors.

Based on the questionnaire and feedback, the performance of every director was evaluated in the meeting of the Nomination and Remuneration Committee (NRC). The meeting of NRC also reviewed performance of Managing Director on goals (quantitative and qualitative) set at the beginning of the year.

A separate meeting of the independent directors ("Annual ID meeting") was convened, which reviewed the performance of the Board (as a whole), the non-independent directors and the Chairman. Post the Annual ID meeting, the collective feedback of each of the Independent Directors was discussed by the Chairman of the NRC with the Board's Chairman covering performance of the Board as a whole; performance of the non-independent directors and performance of the Board Chairman.

15. DEPOSIT FROM PUBLIC

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the Balance Sheet.

16. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr.Purshottam Das Agarwal resigned from Independent Directorship with effect from 31.07.2014 and Mrs.Nishal Jain appointed as Independent and woman director with effect from 31.07.2014.

During the financial year 2014-15, Mr.Mahendra Kumar Doogar, Mr.Radha Krishna Pandey, Mr.Ramesh Chand Surana and Mrs.Nishal Jain were appointed as independent directors of the Company for a term of 5 years in the Annual General Meeting held on 29.09.2014.

Mr.Jogeswar Mohanty appointed as Company Secretary and Compliance Officer of the Company with effect from 24.01.2015.

Mr.Harish Kumar Agarwal, Chief Financial Officer, designated as Key Managerial Personnel of the Company.

Mr.Sachin Agarwal, director retiring by rotation in the ensuing Annual General Meeting being eligible offered himself for the reappointment.

17. NAMES OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR

There is no company which have become or ceased to be its subsidiaries, joint ventures or associate companies during the year.

18. SIGNIFICANT AND MATERIAL ORDERS

There are no significant or material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future.

19. CHANGE IN NATURE OF BUSNIESS

There is no change in nature of business of the Company during the year under review.

20. AUDITORS

M/s S. Singhal & Co., Chartered Accountants, E-127, Industrial Area, Bhiwadi (Rajasthan), the Statutory Auditors of the Company, having registration number 001526C with the Institute of Chartered Accountants of India, retiring at the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment as Statutory Auditors of the Company for the Financial Year 2015-16. The Company has received a letter dated 08.05.2015 for their re-appointment, if made, would be within the limit prescribed under Section 139 and 141 of the Companies Act, 2013.

21. PARTICULARS OF EMPLOYEES

There is no employee in the Company in receipt of remuneration aggregating more than Rs.60,00,000 per annum being employed throughout the financial year and Rs.5,00,000 or more per month being employed for part of the year.

22. EXTRACT OF ANNUAL RETURN

The extract of Annual Return as provided under Sub-Section (3) of Section 92 of the Companies Act, 2013 ( the "Act") is enclosed at Annexure-III in the prescribed Form MGT-9 and forms part of this Report.

23. NUMBER OF MEETINGS OF THE BOARD

Five (5) meetings of the Board of Directors of the Company were held during the year. For detail of the meetings, please refer to the Corporate Governance Report, which forms part of this Report.

24. INDEPENDENT DIRECTORS' DECLARATION

Mr. Mahendra Kumar Doogar, Mr.Radha Krishna Pandey, Mr.Ramesh Chand Surana and Mrs.Nishal Jain who are Independent Directors of the Company, have submitted a declaration that each of them meets the criteria of independence as provided in Sub- Section (6) of Section 149 of the Act and revised Clause 49 of the Listing Agreements. Further, there has been no change in the circumstances which may affect their status as independent director during the year.

25. POLICY OF DIRECTORS' APPOINTMENT AND REMUNERATION

Company's policy on Directors' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under section 178(3) of the Act are covered in the Corporate Governance Report which forms part of this Report. Further, information about elements of remuneration package of individual directors is provided in the extract of Annual Return as provided under Section 92(3) of the Act, is enclosed at Annexure-III in the prescribed Form MGT-9 and forms part of this Report.

26. CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT

As per the requirement of the Listing Agreement, Company has formulated Code of Conduct for the Board members and senior management personnel of the Company so that the Company's business is conducted in an efficient and transparent manner without having any conflict of personal interests with the interests of the Company. All Board members and senior management personnel have affirmed compliance with the Code of Conduct.

Declaration by the Chairman & Managing Director

It is hereby declared that the Company has obtained from each individual member of the Board of Directors and the Senior Management confirming that none of them has violated the conditions of the said Code of Conduct.

27. RELATIONSHIP BETWEEN DIRECTORS INTER-SE

Directors are related to each other within the meaning of the term "relative" as per Section 2(77) of the Act and clause 49(VMI)(E)(2) of the revised listing agreements in following manner.

S. Name of Director Designation No.

1. Mr. Satish Kumar Agarwal Chairman & Managing Director

2. Mr. Sunil Kumar Agarwal Whole Time Director

3. Mr. Saurabh Agarwal Whole Time Director

4. Mr. Sachin Agarwal Whole Time Director

5. Mr. Mahendra Kumar Doogar Independent Director

6. Mr. Radha Krishna Pandey Independent Director

7. Mr. Ramesh Chand Surana Independent Director

8. Mrs. Nishal Jain Independent Director

9. Mr. Purshottam Das Agarwal Independent Director

S. Name of Director Relation with Directors No.

1. Mr. Satish Kumar Agarwal 1. Father of Mr.Saurabh Agarwal & Mr. Sachin Agarwal 2. Brother of Mr.Sunil Kumar Agarwal

2. Mr. Sunil Kumar Agarwal 1. Brother of Mr.Satish Kumar Agarwal

3. Mr. Saurabh Agarwal 1. Son of Mr.Satish Kumar Agarwal

2. Brother of Mr.Sachin Agarwal

4. Mr. Sachin Agarwal 1. Son of Mr.Satish Kumar Agarwal

2. Brother of Mr.Saurabh Agarwal

5. Mr. Mahendra Kumar Doogar Not Related to any Director

6. Mr. Radha Krishna Pandey Not Related to any Director

7. Mr. Ramesh Chand Surana Not Related to any Director

8. Mrs. Nishal Jain Not Related to any Director

9. Mr. Purshottam Das Agarwal Not Related to any Director

28. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

There have been no loans, guarantees and investments under Section 186 of the Act during the financial year 2014-15.

29. TRANSACTIONS WITH RELATED PARTIES

The Company has not entertained any transaction with related party as mentioned in Section 188 of the Companies Act, 2013. Hence, Section 188(1) is not applicable to the Company.

30. INTERNAL CONTROL

The information about internal controls is set out in the Management Discussion & Analysis report which is attached and forms part of this Report.

31. RISK MANAGEMENT

The Risk Management is overseen by the Audit Committee of the Company on a continuous basis. The Committee oversees Company's process and policies for determining risk tolerance and review management's measurement and comparison of overall risk tolerance to established levels. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuous basis.

32. FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS

The Company has practice of conducting familiarization program of the independent directors as detailed in the Corporate Governance Report which forms part of the Annual Report.

33. VIGIL MECHANISM

The Company has established a vigil mechanism for Directors and employees to report their genuine concerns. For details, please refer to the Corporate Governance Report attached to this Report.

34. PARTICULARS OF REMUNERATION

The information required under Section 197 of the Act and the Rules made there-under, in respect of employees of the Company, is follows:-

a. The ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year:

S. Name of Director Designation Ratio No. to Median Remuneration

1. Mr.Satish Kumar Agarwal Chairman & Managing 14.37 Director

2. Mr.Sunil Kumar Agarwal Whole Time Director 14.15

3. Mr.Saurabh Agarwal Whole Time Director 13.28

4. Mr.Sachin Agarwal Whole Time Director 13.28

5. Mr.Mahendra Kumar Doogar Independent Director 0.41

6. Mr.Radha Krishna Pandey Independent Director 0.47

7. Mr.Ramesh Chand Surana Independent Director 0.22

8. Mrs.Nishal Jain Independent Director 0.18

9. Mr.Purshottam Das Agarwal Independent Director 0.05

*Median Salary (Annual) of employees for the Financial Year 2014-15 is Rs.2,76,948/-.

b. The percentage increase in remuneration of each Director, Chief Executive Officer, Chief Financial Officer, Company Secretary or Manager, if any, in the financial year:

S. Name of Director Designation % Increase No. in remuneration

1. Mr.Satish Kumar Agarwal Chairman & Managing (1.31) Director

2. Mr.Sunil Kumar Agarwal Whole Time Director 3.68

3. Mr.Saurabh Agarwal Whole Time Director 4.28

4. Mr.Sachin Agarwal Whole Time Director 4.28

5. Mr.Mahendra Kumar Doogar Independent Director 125.49

6. Mr.Radha Krishna Pandey Independent Director 154.90

7. Mr.Ramesh Chand Surana Independent Director 140.00

8. Mr.Purshottam Das Agarwal Independent Director N.A.

9. Mrs.Nishal Jain Independent Director N.A.

10. Mr.Harish Kumar Agarwal Chief Financial Officer 15.15

11. Mr. Jogeswar Mohanty Company Secretary 16.64

c. The percentage increase in the median remuneration of employees in the financial year 2014-15 is 11.55%.

d. The number of permanent employees on the rolls of company as on 31st March, 2015 are 608.

e. The explanation on the relationship between average increase in remuneration and company performance: On

an average, employees received an increase of 16.62% in remuneration. The increase in remuneration is in line with the market trends.

f. Comparison of the remuneration of the Key Managerial Personnel against the performance of the company:

Particulars Amount in Rs.

Remuneration of Key Managerial Personnel (KMP) during 1,74,61,293 financial year 2014-15 (aggregated)

Revenue from operations 967,99,32,432

Remuneration (as % of revenue) 0.18%

Profit before tax (PBT) 11,90,01,618

Remuneration (as % of PBT) 14.67%

g. Variations in the market capitalisation of the Company, price earnings ratio as at the closing date of the current financial year and previous financial year and percentage increase over decrease in the market quotations of the shares of the Company in comparison to the rate at which the Company came out with the last public offer in case of listed companies, and in case of unlisted companies, the variations in the net worth of the Company as at the close of the current financial year and previous financial year:

Particulars Unit As at 31st Mar 15

Closing rate of share at BSE Rs. 41.90

EPS (Consolidated) Rs. 3.43

Market Capitalization Rs. in Lac 9804.60

Price Earnings ratio ratio 12.22

Particulars As at 31st Mar 14 Variation

Closing rate of share at BSE 21.50 94.88%

EPS (Consolidated) 2.54 35.04%

Market Capitalization 5031.00 94.88%

Price Earnings ratio 8.46 44.44%

h. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration.

The average increase in salaries of employees other than managerial personnel in 2014-15 was 16.62%. Percentage increase in the managerial remuneration for the year was 4.09%.

i. Comparison of each remuneration of the Key Managerial Personnel against the performance of the Company

Name of KMP Designation Remuneration Revenue in Rs. in Rs.

Mr.Satish Kumar Agarwal CMD 39,79,200 967,99,32,432

Mr.Sunil Kumar Agarwal WTD 39,19,200 967,99,32,432

Mr.Saurabh Agarwal WTD 36,79,200 967,99,32,432

Mr.Sachin Agarwal WTD 36,79,200 967,99,32,432

Mr.Harish Kumar Agarwal CFO 15,95,496 967,99,32,432

Mr.Jogeswar Mohanty CS 6,08,997 967,99,32,432

Name of KMP Remuneration Pro?ts before Remuneration (as % of tax (PBT) (as % of PBT) revenue) in Rs.

Mr.Satish Kumar Agarwal 0.040 11,90,01,618 3.344

Mr.Sunil Kumar Agarwal 0.040 11,90,01,618 3.293

Mr.Saurabh Agarwal 0.038 11,90,01,618 3.092

Mr.Sachin Agarwal 0.038 11,90,01,618 3.092

Mr.Harish Kumar Agarwal 0.016 11,90,01,618 1.341

Mr.Jogeswar Mohanty 0.009 11,90,01,618 0.512

j. The key parameters for any variable component of remuneration availed by the directors; Not applicable

k. The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year; Not applicable

l. Affirmation that the remuneration is as per the remuneration policy of the Company

The Company's remuneration policy is driven by the success and performance of the individual employees and the Company. Through its compensation package, the Company endeavors to attract, retain, develop and motivate a high performance staff. The Company follows a compensation mix of fixed pay, benefits and performance based variable pay. Individual performance pay is determined by business performance and the performance of the individuals measured through the annual appraisal process. The Company affirms remuneration is as per the remuneration policy of the Company.

35. PECUNIARY RELATIONSHIP OR TRANSACTIONS OF NON-EXECUTIVE DIRECTORS

During the year, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company.

36. ACKNOWLEDGEMENTS

The Directors wish to convey their appreciation to business associates for their support and contribution during the year. The Directors would also like to thank the employees, shareholders, customers, suppliers, alliance partners and bankers for the continued support given by them to the Company and their confidence reposed in the management.

BY ORDER OF THE BOARD OF DIRECTORS KAMDHENU ISPAT LIMITED

Dated : 11.08.2015 (Satish Kumar Agarwal) (Sunil Kumar Agarwal) Place : Gurgaon Chairman & Managing Whole Time Director Director DIN - 00005981 DIN - 00005973

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Mar 31, 2014

Dear Members,

The directors are pleased to present the 20th Annual Report of the Company together witt' audited accounts for the year ended 31st March, 2014.

FINANCIAL RESULTS

( Rs. in Lacs)

Current Year Previous Year

PARTICULARS 2013-2014 2012-2013

Gross salary 96548.11 59184.27

Net Revenue operation 92170.59 54754.66

other income 36.01 86.74

profit before taxable 922.85 661.54

Tax expenses 327.35 180.70

Profit for the year 595.50 480.84

FINANCIAL AND BUSINESS PERFORMANCE

A detailed analysis into the financial and operational performance for the year under review is appearing under Management Discussion & Analysis and Corporate Governance report, which form part of this Report.

BOARD OF DIRECTORS

Mr. Saurabh Agarwal wiH retire by rotation and being eligible, offer himself for re-appointment as director liable to retire by rotation.

Mr. Mahendra Kumar Doogar, Mr. Radha Krishna Pandey and Mr. Ramesh Chand Surana proposed to be appointed as Independent Directors of the Company for a term of five years upto31st March, 2019.

The brief resume of the Directors who are to be re-appointed, the nature of their expertise in specific areas, names of companies in which they hold directorships, committee memberships/chairmanships. their shareholdings etc. are furnished in the Corporate Governance Report of the Company.

'four directors recommend their appointment/re-appointment at the ensuing Annual General Meeting.

DIVIDEND

Keeping in view the future growth and expansion requirement and the consequent outlay, the Board of Directors has decided not to recommend dividend for the financial year 2013-14.

DIRECTOR'S RESPONSIBILITY STATEMENT

Pursuant to section 217(2AA) of the Companies Act, 1956, with respect to the Directors' Responsibility Statement, your Directors confirm:

i) That in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed.

ii) That the Directors 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 fai r view of the state of affairs of the Company at the end of the Financial Year ended 31 st March, 2014 and of the Profits of foe Company for that year.

iii) That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with

the provisions of the Companies Act. 1956 for safe guarding the assets of the Company and for preventing and detecting fraud arfo other irregularities,

v) : That the Directors have been prepared the. annual accounts on a going concern basis

FIXED DEPOSIT

During the period under review, the Company lias not invited any fixed deposits from the public in terms of provisions of Section 73 of the Companies Ad. i 20 i 3 read with the Companies (Acceptance of Deposits) Rules. 2014.

AUDITORS

M/s S. Singhal & Co., Chartered Accountants. E-127. Industrial Area. Bhiwadi (Rajasthan), the Statutory Auditors of the Company, having registration number 001526C with the Institute of Chartered Accountants of India, retinng at the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment as Statutory Auditors of the Company. The Company has received a letter dated 15.05.2014 for their re-appointment, if made, would be within the limit prescribed under Section 139 and 141 oftheCompaniesAct.2013.

AUDITORS REPORT

The observation of the Auditors together with Notes to the Accounts as referred to in the Auditors' Report are self-explanatory and I therefore do not call for any further comments from the Directors.

CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to Clause 49 of the Listing Agreement with the stock exchanges, Management Discussion and Analysis, Corporate Governance Report is attached as a part of the Directors' Report. The Certificate from Company Secretary in practice regarding compliance of conditions of Corporate Governance is also annexed.

SUBSIDIARY COMPANY AND CONSOLIDATED RESULTS

Your Company is not having any Subsidiary company, hence disclosures regarding subsidiaries and consolidated results as per Accounting Standard AS-21 and AS-27 issued by the Institute of Chartered Accountants of India and clause 32 of the Listing Agreement are not required.

PARTICULARS OF EMPLOYEES

No information as required under Section 217 (2A) of the Companies Act. 1956 read with Companies (Particulars of Employees) Rules. 1975 to be furnished as none of the employees of the Company is in receipt of the remuneration in excess of the limits prescribed therein.

CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Additional information regarding conservation of energy, research & development, technology absorption and foreign exchange earnings and outgo, required under section2!7( I )(e)ofthe Companies Act. 1956 is given in Annexure forming part of this report.

ACKNOWLEDGEMENT

Your Directors expresses their appreciation for the co-operation and support received from customers, clients, vendors, dealers, distnbutcrs, franchisees and business associates, vendors, shareholders, financial institutions, banks, regulatory authorities and the society for their support at all levels. The Board deeply acknowledges the dedicated efforts and contribution of the employees at alf levels as without their focus, commitment and hard work, the path on which the Company is marching ahead, would not be possible.

BY ORDER OF THE BOARD OF DIRECTORS KAMDHENU ISPAT LIMITED

Dated: 29 0S.20I4 (Satish Kumar Agarwal) (Sunil Kumar Agarwal) Place: Gurgaon Chairman & Managing Director Whole Time Director

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Mar 31, 2013

The directors are pleased to present the 19th Annual Report of the Company together wilh audited accounts lor the year ended 31st March. 2013,

FINANCIAL RESULTS (Rs.in Lacs)

Current Year Previous Year PARTICULARS 2012-2013 2011-2012

Gtass&es Spi 64.27 69.65

NetSales& Operating Revenues 54754.66 43150.80

Other Interne 36.74 797.6

Profit Before Tax 661.54 548.63

Ta> Expenses 41.56

Profit. for the year 481.34 403.07

FINANCIAL AND BUSINESS PERFORMANCE

A detailed analysis into the financial and operational performance for the year under revrew & appeanng under Management Discuss
BOARD OF DIRECTORS

Mr. Radha Knshna Pandey and Mr, Furshottam Das Agarvval Will retire by rotation and being eligible, offer themselves for re- appointment.

The bnef resume of the Directors who are to be re-appomted, the natune of their expertise in specific areas, names of companies in which they hold directorships, committee memberships/chairmanships. their shareholdings etc. are furnished in the Corporate Governance Repoiloftbe Cornpany

Your directors recommend their re-appointment atthe ensumgAnnuat General Meeting,

DIVIDEND

Keeping in view the future growth and expansion requirement and the consequent outiay, the Board of pi rectors has decided not ro recommend dividend far the (inanaat year2t) (2-1 3.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to section 717(2AA) of the Companies Act, 1956, with respect to the Directors'' Responsibility Statement, your Directors confirm:

i) That in the preparation of the Annual Accounts, the appkable Accounting Standards have been followed,

ii) That the Directors have selected such Accounting Polities and applied them consistently and made judgments and estimates that are reasonaute and prudent so as to give a true and fair view of the state of affairs of the Company at 1 he end of the Financal Year finned 31 st March. 2013 and of the Profits of the Company forthat year

iii) That the Directors had taken proper and sufficient tare loi- U*e main lenance of adequate accounting records it i accordance with the provisions of the Companies Act, IS56 fia safe guarding the assets of the Company and for pi eventing and detecting fraud and other irregularities.

iv) That the Directors have been prepared tf»e annual accounts on a gomgtonosm basis,

RXEO DEPOSIT

Durngttiepenodunderi^eviei/J the Company has not invited any fined deposi is I rom the pubta. m tiirms of provision* of Section 58- A of the Companies Act, 1956 read wfththe Companies (Acceptance of Deposits) Roles. 1975,

PREFERENTIAL ALLOTMENT

During the year, the Company has issued and allotted 2800000 EquiLy Shares of Rs. 10 each Uly paid at a price of Bs. 16 per share, pursuant to the exercise of the option by the warrant holders, holding equal number of warrants, upon payment of balance consider at>on of 75%, on preferential basis, on 19.04.2012 in accordance with the SEBl (Issue of Capital and Disclosure Requirements] Regulations. 2009 to the oromoters/ persons acting in concert/ companies belong to the promoter group duly approved by the shareholder''s resolution dated IOj 2.501 I

AUDITORS

M/s S- Smghal & Co.. Chartered Accountants, F-l 27, Industrial Area. Bhiwatfi (Rajasthan), the Statutory Auditors of the Company, haying registration number 001 526C With tne Institute of Chartered Accountants of India, retiring at t.he conclusion of the ensuing Annual General Meeting and being eligible, offer themselves tor re-appointment as Statutory Auditors of the Company. The Company has received a letter dated 16.05.2013 for tlieir re-appointment, if matte, would be within the limit presented under Section 224(1 B) of the Companies Act, 1956

AUDITORS REPORT

The observation of the Auditors together'' with Notes to the Accounts as referred to m the Auditors'' Report are self-explanatory and merefbiie do not cal I for any further comments from the D irecfors,

CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to Clause 49 of ttie Listing Agreement with the stock exchanges Management Discussion and Analys-s. Coiporate Governance Report is attached as a part of the Annual Report. The Certificate from Company Secretary in practice rogardrng compliance of conditions of Corporate Governance is also annexed.

SUBSIDIARY COMPANY AND CONSOLIDATED RESULTS

Your Company is not haviqg any subsidiary company, hence disclosures regarding subsdianes and consolidated results as per Accounting Standard AS- 21 and A5-27 issued by the Institute of Chartered Accountants of India and clause 22 of the Listing Agreement are not required.

PARTICULARS OF EMPLOYEES

"No rnfomnation as required under Section J17 (2Aj of The Companies Act, 1956 read with Companies (Partipjlars of Employees) F^iles, 1975 to be lumsheci as none ot the employees of the Company is in receipt of the remuneration in excess of the limits prescribed therein."

CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Additional rntbrmation regarding conservation of energy, research & development. Technology absorption and foreign exchange earn ings and outgo. requi i^ under section 217 f I) (e) of the Companies Act, 1956 is given in Annexure forming part of m is report

ACKNOWLEDGEMENT

Your Directors expresses their appreciation for the co-operation and support received from customers, clients, vendors, dealers. distributors, franchisees and business associates, shareholders. financial institutions, banks, regulatory authorities and the society for thek support at all levels. The Board deeply acknowledges ihe dedicated efforts and contribution of the employees at all levels as ¦without their focus, tomTiitmentahd hard work, the path on which the Company is marching ahead, would not be poisrble.

BY ORDER Or THE BOARD Or DIRECTORS

KAMDHENU (SPAT LIMBED

Date 30.05,2.00 (Satish Kumar Agarwal) (SuniJ Kumar Agarwal)

Place Ue*t Detni Chairman & Managing Director Whole Time Director

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Mar 31, 2012

The directors are pleased to present the 18th Annual report of the company together with audited accounts for the year ended 31st March, 2012.



FINANCIAL RESULTS

(Rs. in Lacs)

Particulars Current Year Previous Year 2011-12 2010-11

Net Sales & Operating Revenues 48150.80 38313.39

Other Income 79.76 32.34

Total Income 48230.56 38345.73

Less: Total Expenditure 47675.30 37931.05

Profit Before Tax 555.26 414.68

Less: Tax Expenses 145.56 118.48

Less: Prior Period Adjustments 6.63 11.70

Profit for the year 403.07 284.50

FINANCIAL AND BUSINESS PERFORMANCE

A detailed analysis into the financial and operational performance for the year under review is appearing under Management Discussion & Analysis and Corporate Governance Report, which form part of this Report.

BOARD OF DIRECTORS

Mr. Sunil Kumar Agarwal and Mr. Sachin Agarwal will retain by rotation and being eligible offer them self for re-appointment.

Mr.Pavesh kumar Goel. Independent Directors, has resigned from the board on 12.08.2011 creating a casual vacancy which was filled by the appointment of Mr. Ramesh Chand Suruna on 50.05.2012.

The brief resume of the Directors who are to be appointed / reappointed, the nature of their expertise in specific areas, names of companies in which they hold directorships, committee memberships / chairmanships, their shareholdings etc. are furnished in the Corpora Governance Report of the Company.

Your directors recommend their appointment / reappointment at the ensuing Annual General Meeting

DIVIDEND

The Board of Directors has recommended any dividend, Re. 0.50 per equity share having face value of Rs. 10/- for the Financial Year 2011-2012. Which shall be paid. Upon approval of the shareholders, on the total paid up capital of the company of Rs. 2340 lacs. Accordingly, provisions of Rs. 117 lacs have been made in the accounts.

DIRECTOR'S RESPONSIBILITY STATEMENT

Pursuant to section 217(2AA) of the Companies Act, 1956, with respect to the Directors' Responsibility Statement, your Directors confirm:

i) That in the preparation of the Annual Account, the applicable Accounting Standards have been followed.

ii) That the Directors 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 ended 31st March, 2012 and of the Profits of the Company for that year.

iii) That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safe guarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) That the Directors have been prepared the annual accounts on a going concern basis.

FIXED DEPOSIT

During the period under review, the Company has not invited any fixed deposits from the public in terms of provisions of Section 58-A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975.

AUDITORS

M/s S. Singhal & Co., Chartered Accounts, E-127, Industrial Area, Bhiwadi (Rajasthan), the Statutory Auditors of the Company, having registration number 001526C with the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment as Statutory Auditors of the Company. The Company has received a letter dated 30th May, 2012, that their re-appointment, if made, would be within the limit prescribed under section 224 (1B) of the Companies Act, 1956.

AUDITORS REPORT

The observation of the Auditors together with Notes to the Accounts as referred to in the Auditors' Report are self-explanatory and therefore do not call for any further comments from the Directors.

CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to Clause 49 of the Listing Agreement with the stock exchanges, Management Discussion and Analysis, Corporate Governed Report is attached as a part of the Annual Report. The Certificate from Company Secretary in practice regarding compliance of conditions of Corporate Governance is also annexed.

SUBSIDIARY COMPANY AND CONSOLIDATED RESULTS

Your Company is not having any subsidiary company hence disclosures regarding subsidiaries and consolidated results as per Accounting Standard AS-21 and AS-27 issued by the Institute of Chartered Accountants of India and clause 32 of the Listing Agreement are not required.

PARTICULARS OF EMPLOYEES

No information as required under Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 to be furnished as none of the employees of the Company is in receipt of the remuneration in excess of the limits prescribed therein.

CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Additional information regarding conservation of energy, research & development, technology absorption and foreign exchange earnings and outgo, required under section 217 (I) (e) of the companies Act, 1956. is given in Annexure forming part of this report.

ACKNOWLEDGEMENT

Your directors expresses their appreciation for the co-operation and support received from customers, clients, dealers, distributers, franchisees, and business associates, vendors, shareholders, financial institutions , banks, regulatory authorities, and the society for the support at all levels. The Board deeply acknowledges the dedicated efforts and contribution of the employees at all levels as with out their focus , commitment and hard work.



By Order of the Board of Directors

KAMDHENU ISPAT LIMITED

Date: 30.05.2011 (Satish Kumar Agarwal) (Sunil Kumar Agarwal)

Place: Gurgaon Chairman & Managing Director Whole time Director

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Mar 31, 2010

The directors are pleased to present the 16th Annual Report of the Company together with audited accounts for the year ended 31st March, 2010.

FINANCIAL RESULTS

(Rupees in Lacs)

Particulars Current Year Previous Year

2009-10 2008-09

Net Sales & Operating Revenues 36892.42 37459.91

Other Income 47.11 28.40

Total Income 36939.53 37488.31

Less: Total Expenditure 36697.15 37246.20

Profit Before Tax 242.38 242.11

Less: Ta x Expenses 38.39 120.41

Profit After Tax 203.99 121.70

Less: Prior Period Adjustments 10.43 1.01

Profit for the year 193.56 120.68

Add: Balance Brought Forward from Previous Year 2964.15 2843.47

Profit Carried to Balance Sheet 3157.71 2964.15

Basic & Diluted Earning Per Share 1.02 0.63



FINANCIAL AND BUSINESS PERFORMANCE

A detailed analysis into the financial and operational performance for the year under review is appearing under Management Discussion & Analysis and Corporate Governance Report, which form part of this Report.

BOARD OF DIRECTORS

During the period under review there has been no change in the Directorship of the Company.

Mr. Parvesh Kumar Goel and Mr. Purshottam Das Agarwal will retire by rotation and being eligible, offer themselves for re- appointment.

The brief resume of the Directors who are to be appointed / re-appointed, the nature of their expertise in specific areas, names of companies in which they hold directorships, committee memberships/chairmanships, their shareholdings etc. are furnished in the Corporate Governance Report of the Company.

Your directors recommend their appointment / reappointment at the ensuing Annual General Meeting.

DIVIDEND

The Board of Directors has not recommended any dividend, due to inadequate profits, for the Financial Year ended 31st March, 2010.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to section 217(2AA) of the Companies Act, 1956, with respect to the Directors Responsibility Statement, your Directors confirm:

i) That in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed.

ii) That the Directors 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 ended 31st March, 2010 and of the Profits of the Company for that year.

iii) That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safe guarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) That the Directors have been prepared the annual accounts on a going concern basis.

FIXED DEPOSIT

During the period under review, the Company has not invited any fixed deposits from the public in terms of provisions of Section 58-A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975.

AUDITORS

M/s S. Singhal & Co., Chartered Accountants, E-127, Industrial Area, Bhiwadi (Rajasthan), the Statutory Auditors of the Company, having registration number 001526C with the Institute of Chartered Accountants of India, retiring at the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment as Statutory Auditors of the Company. The Company has received a letter dated 27th May, 2010, that their re-appointment, if made, would be within the limit prescribed under section 224(1B) of the Companies Act, 1956.

AUDITORS REPORT

The observation of the Auditors together with Notes to the Accounts as referred to in the Auditors Report are self-explanatory and therefore do not call for any further comments from the Directors.

CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to Clause 49 of the Listing Agreement with the stock exchanges, Management Discussion and Analysis, Corporate Governance Report is attached as a part of the Annual Report. The Certificate from Company Secretary in practice regarding compliance of conditions of Corporate Governance is also annexed.

SUBSIDIARY COMPANY AND CONSOLIDATED RESULTS

Your Company is not having any subsidiary company hence disclosures regarding subsidiaries and consolidated results as per Accounting Standard AS-21 and AS-27 issued by the Institute of Chartered Accountants of India and clause 32 of the Listing Agreement are not required.

PARTICULARS OF EMPLOYEES

Particulars of employees as required under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended are mentioned here-in-below:

Name Designation/ Qualification Experience Remuneration

Nature of Duties (In Yrs) (Rs.)

Satish Kumar Managing B.E. 39 4032000/- Agarwal Director (Mechanical)

Sunil Kumar Whole time B.E. 26 3780000/- Agarwal Director (Chemical)

Saurabh Whole time B.E. 12 3528000/- Agarwal Director (Mechanical)

Sachin Whole time MBA 8 3528000/- Agarwal Director





Name Date of Age Particulars Shares held

Appointment (In Yrs) of Last Employment in the

Company

Satish Kumar 01-10-2009 61 Managing Director in 577122 Agarwal Vikas Refractories Pvt. Ltd

Sunil Kumar 01-01-2008 53 Director in Baghirathi 613933 Agarwal Iron & Steel (P) Ltd.

Saurabh 01-01-2008 36 Director in Kamdhenu 276500 Agarwal Overseas Limited

Sachin 13-04-2010 33 Techincal Executive in 277280 Agarwal Kamdhenu Ispat Limited



CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Additional information regarding conservation of energy, research & development, technology absorption and foreign exchange earnings and outgo, required under section 217 (1) (e) of the Companies Act,1956 is given in Annexure forming part of this report.

ACKNOWLEDGEMENT

The Board acknowledges with gratitude the co-operation and assistance provided by the bankers, financial institutions, Government, SEBI, Stock Exchanges, Local Authorities and other regulatory authorities. The Board wishes to place on record the contribution made by the employees of the Company during the year. Your Directors thanks the customers, clients, vendors, dealers, distributors, franchisees and business associates for their continued support at all levels.



By Order of the Board of Directors

KAMDHENU ISPAT LIMITED

(Satish Kumar Agarwal)

Chairman & Managing Director

Date: 29.05.2010 Place: Gurgaon