Year End :2024-03

Your directors are pleased to present the 30^th Annual Report of Kamdhenu Limited ('the Company') along with the Audited Financial Statements and the Auditor's Report thereon for the Financial Year (FY) ended 31^st March, 2024 ('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 '5013.35/- Lakhs for the Financial Year ended 31^st March, 2024. The financial highlights of your Company for the financial year ended 31^st March, 2024, and for the previous financial year ended 31^st March, 2023, are as follows;

Particulars	Growth/Decline		FY 2023-24	FY 2022-23
Total Revenue	A	0.63%	73829.48	73367.00
Total Expenses	V	(1.09%)	67137.36	67878.64
Profit/(Loss) before tax	A	21.93%	6692.12	5488.36
Tax Expenses	A	21.13%	1678.77	1385.98
Profit for the Year	A	22.21%	5013.35	4102.38
Paid up Capital ('10 each fully paid-up)			2693.55	2693.55

During the year under review, the total revenue of the Company for the FY 2023-24 stood at '73,829.48/-Lakhs which is higher over the previous years' revenue of '73,367/- Lakhs. The revenue of the Company on a year to year basis grew by 0.63%. The PBT of the Company is '6,692.12 Lakhs as compared to the '5488.36 Lakhs of previous year and thereby PBT has shown an increase of 21.93% on year to year basis.

The Profit after Tax (PAT) attributable to the Shareholders of the Company for the FY 2023-24 stood at '5,013.35/- Lakhs as compared with the previous FY 2022-23 which was '4,102.38/- Lakhs. The Profit after Tax of the Company on a year to year has increased by 22.21%. The Net worth of your Company as on 31^st March, 2024 stood at '23,738.76 Lakhs as against '16,667.75 Lakhs as of 31^st March, 2023.

2. OPERATIONAL PERFORMANCE AND BUSINESS REVIEW

The FY 2023-24 is the first year of full operations after the completion of restructuring of the business verticals of the Company, that is Merger of seven group companies into the Company and demerger of the paint business of the Company into Kamdhenu Colour and Coatings Limited.

The Indian Steel Industry witnessed a positive upliftment and momentum during the FY 2023-24 owing to the positive trends in the strong steel demand, increased production and significant rise in exports

figures in the iron and steel industry. Steel demand was benefited owing the increased demand in the sectors like infrastructure, construction and automotive. The only challenge that the sector witnessed was the high import dependence of coal which is one of the key raw material for the steel manufacturing companies.

Post Demerger, the Company has 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 inhouse production capacity of Company is

1.20.000 MTpa and capacity of our franchisee units for Reinforcement Steel Bars (TMT Bars) stood at 40,00,000 MTpa and for Structural Steels (Channels, Angles, Beams & Flats) stood at 10,00,000 MTpa and

2.50.000 MTpa for Color Coated sheets. The brief operational performance of the Company has been covered in the Management Discussion and Analysis Report of the Company.

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 20% i.e '2/- per Equity Share 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, 2024 to the Equity Shareholders of the Company, subject to their approval at the ensuing 30^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 '538.71/- Lakhs resulting in a pay-out of 10.74% of the profits of the Company. 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 2024-25, does not exceed '5,000/-.

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 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 2023-24, after all appropriations and adjustments was '18656.47 Lakhs. During the year under review, '5013.35 Lakhs transferred to the General Reserve of the Company from the profit of the Company.

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 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 2801 equity shares and unpaid or unclaimed dividend amounting to '1,96,467/-which was unpaid /unclaimed for consecutive period of seven years 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/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.

The Board of Directors of the Company at their meeting held on 13^th January, 2024 has approved the withdrawal of the Preferential Issue of 50,00,000 warrants convertible into equity shares, which was approved by the Board at their meeting held on 11^th November, 2022, and subsequently approved by the shareholders of the Company at their Extra-Ordinary General Meeting held on 9^th December, 2022, which could not be completed in view of seeking clarification on the issue price from regulatory authorities, the period of 12 months lapsed from the passing of the said Special Resolution, within which allotment against the said preferential issue had to be made.

Further, the Board of Directors of the Company at their meeting held on 13^th January, 2024, has approved raising of funds by way of issuance of 27,50,000 Warrants at an Issue price of '353/- (Rupees Three Hundred and Fifty Three Only) convertible into Equity Shares of the Company, on preferential basis, in terms of Chapter V of the SEBI (ICDR) Regulations, 2018, to the person(s) belonging to Non-Promoter category, carrying a right exercisable by the warrants holder(s) within 18 months to subscribe to one (1) equity share of '10 each, against each warrant which was subsequently approved by the Shareholders of the Company at their Extra-Ordinary General Meeting held on 8^th February, 2024.

In compliance with the applicable regulation of Chapter V of the SEBI (Issue of Capital and Disclousre Requirements) Regulation, 2018, the Company had also received In-Principle approval from National Stock Exchange of India Limited and BSE Limited on 6^th February, 2024. The allotment of warrants against the said preferential issue was approved by the Board of Directors of the Company on 22^nd February, 2024, upon receipt of 25% of the upfront amount payable against such warrants.

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 2023-24 to which this financial statement relates and till the date of this Report.

7. SHARE CAPITAL

During the year under review, there has been no change in the share capital of the Company and the Authorized Capital of the Company stood at '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 as at the financial year ended on 31^st March, 2024.

The issued, subscribed and Paid-up Capital of the Company as on 31^st March, 2024 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.

Further, during the year under review, the Board of Directors of the Company in their meeting held on 13^th January, 2024, has approved raising of funds by way of issuance of 27,50,000 Warrants at an Issue price of '353/- (Rupees Three Hundred and Fifty Three Only) convertible into Equity Shares of the Company, on preferential basis, in terms of Chapter V of the SEBI (ICDR) Regulations, 2018, to the person(s) belonging to Non-Promoter category, carrying a right exercisable by the warrants holder(s) within 18 months to subscribe to one (1) equity share of '10 each, against each warrant which was subsequently approved by the Shareholders of the Company at their Extra-Ordinary General Meeting held on 8^th February, 2024.

The allotment of warrants against the said preferential issue was approved by the Board of Directors of the Company on 22^nd February, 2024, upon receipt of 25% of the upfront amount payable against such warrants. The

27,50,000 Warrants will be converted into equity shares of the Company, upon exercise of option of conversion by the allottees, within a period of 18 Months.

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.

9. 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.

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review, Shri Ramesh Chandra Jain (DIN: 00038529), who was appointed as an Independent Director on the Board of the Company with effect from 2^nd May, 2019 for a period of 2 years and thereafter in contemplation of his esteemed contribution towards the growth of the Company and upon recommendation

of the Nomination and Remuneration Committee of the Company, re-appointed as Independent Director of the Company for a second term 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.

The tenure of Shri Ramesh Chandra Jain, as an Independent Director of the Company came to an end on 1^st May, 2023 and accordingly he ceased to be the Director of the Company with effect from 2^nd May, 2023 due to expiry of two consecutive terms of office as an Independent Director.

The Board of Directors, upon the recommendation of Nomination & Remuneration Committee in terms of Nomination and Remuneration Policy, in terms of the provisions of Section 149 read with Schedule IV of the Companies Act, 2013 and SEBI Listing Regulations, on 2^nd May, 2023, by way of resolution passed through circulation, 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, commencing from 2^nd May, 2023 till 1^st May, 2026. Also, the Shareholders of the Company had accorded their approval for appointment of Shri Baldev Raj Sachdeva as an Independent Director of the Company, through a Special Resolution by way of Postal Ballot passed on 28^th June, 2023, in terms of the Regulation 17, 25 and other applicable regulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Further, the Board of Directors, upon the recommendation of Nomination & Remuneration Committee in terms of Nomination and Remuneration Policy, in terms of the provisions of Section 149 read with Schedule IV of the Companies Act, 2013 and SEBI Listing Regulations, at their meeting held on 13^th January, 2024, had approved the appointment of Shri Vivek Jindal (DIN: 02714354), as an Additional Director in the category of Independent Director of the Company, for first consecutive term of 5 years, commencing from 13^th January, 2024 till 12^th January, 2029. Accordingly, in terms of the Regulation 17, 25 and other applicable regulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Shareholders of the Company has at their Extra -Ordinary General Meeting held on 8^th February, 2024 accorded their approval for appointment of Shri Vivek Jindal as an Independent Director of the Company, by way of Special Resolution.

During the year under review, Shri Ramesh Chand Surana (DIN: 00089854) had also completed his second term of 5 (Five) Consecutive years as an Independent Director of the Company on 31^st March, 2024 and pursuant to the provisions of Section 149 of the Companies Act, 2013, Shri Ramesh Chand Surana had ceased to be the Independent Director of the Company owing to completion of his tenure with effect from the closure of business hours of 31^st March, 2024.

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 Sachin Agarwal (DIN: 01188710) 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. On the recommendation of the Nomination and Remuneration Committee the Board of Directors recommend his reappointment for consideration by the shareholders of the Company at the ensuing AGM.

All the Independent Directors have given their declaration confirming that they meet the criteria of independence as prescribed 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, expertize, 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 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.

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 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 including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided u/s 178(3) of the Act. The Nomination & Remuneration Committee has also adopted the Charter which, inter-alia deals with the manner of selection of the Board of Directors, Senior Management Personnel and Key Managerial Personnel and their compensation. 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. Remuneration for directors including Independent Directors, KMPs and Senior Management Personnel, was drawn up in consonance with the tenets as laid down in the Nomination & Remuneration Policy, which seeks to ensure that it is commensurate with the nature and size of the business and operations of the Company. The concerned individuals are remunerated (including sittings fees) in a manner, depending upon the nature, quantum, importance and intricacies of the responsibilities and functions being discharged and also the standards prevailing in the industry and those chosen for such offices are people with the best of knowledge of talent and rich in experience.

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 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

12. MEETINGS OF THE BOARD OF DIRECTORS

During the FY 2023-24, the Board of Directors met Five (5) 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 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 14^th March, 2024, 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.

13. CORPORATE GOVERNANCE

The Company is committed towards robust corporate governance practices wherein compliance of various laws in letter as well as in spirit is the utmost priority of the Management. The management of your Company ensures and admits it as its inherent responsibility to disclose timely and accurate information such that the ethical values and the legacy of wisdom that Kamdhenu Limited have created and percolated into its years of existence at Kamdhenu Group would prove to be a benchmark for the Good Corporate Governance at Kamdhenu Limited.

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, Company Secretaries, is attached to the report on Corporate Governance.

14. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Pursuant to the applicable provisions of SEBI Listing Regulations, the Company has provided BRSR, forming part of this Annual Report, 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 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.

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 (MDAR) forms an integral part of this Annual Report.

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

In terms of the provisions of Section 177(9) & (10) of the Companies Act, 2013 and Regulation 22 of the SEBI Listing Regulations, the Company has also in place a Vigil (Whistle Blower) Mechanism and formulated a Policy with an objective to provide a formal channel to 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 and Improper practices, actual or suspected fraud or violation of the Company’s Code of Conduct and to provide an adequate safeguard against victimization to whistle blowers. 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 Policy 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.kamdhenulimited.com at thelink https://www.kamdhenulimited.com/Financial-Results/Whistle-Blower-Policy Kamdhenu.pdf

17. RISK MANAGEMENT POLICY

The Company in compliance with Regulation 21 of the SEBI Listing Regulations has constituted a Risk Management Committee, chaired by Shri Satish Kumar Agarwal, Chairman & Managing Director of the Company, which has been entrusted with the responsibility to assist the Board in (a) approving the Company’s Risk Management Framework and (b) Overseeing all the risks that the organization faces that have been identified and assessed to ensure that there is a sound Risk Management Policy in place to address such concerns / risks. The Risk Management framework has been implemented across the Company, at various levels of hierarchy under the supervision and guidance of Shri Harish Kumar Agarwal, Chief Risk Officer of the Company.

For Kamdhenu, Risk Management is an integral and important aspect of Corporate Governance. Your Company believes that a robust Risk Management, that 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.

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.

18. INTERNAL CONTROLS SYSTEMS AND THEIR ADEQUACY

As per Section 134(5)(e) of the Companies Act, 2013, the Board of Directors have an overall responsibility for ensuring that the Company has adequate internal financial controls operating effectively. The Board of Directors of your Company has laid down internal financial controls to be followed by the Company and such internal financial controls ensures that the financial reporting is reliable and ensure the completeness and accuracy of the accounting records. 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, 2024, no significant material weaknesses or deficiencies were 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. The Company has appointed an external professional firm M/s DMRN & Associates, Chartered Accountants as Internal Auditor of the Company for the FY 2023-24. The Internal Audit of the Company is regularly carried out, to review the internal control systems and processes. The Internal Audit Reports along with implementation and recommendations contained therein are periodically reviewed by Audit Committee of the Board.

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 FY 2023-24, is made available on the website of the Company at https://www.kamdhenulimited.com/ annual-return.php

21. 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.

During the year under review, Independent Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, reimbursements of expenses incurred by them for the purpose of attending meetings of the Board of Directors and Committee(s). The details of remuneration and/or other benefits of Independent Directors are mentioned in the Corporate Governance Report.

Based on the declarations received from the Independent Directors, your Board of Directors confirm the independence, integrity, expertize 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.

22. FAMILIARIZATION PROGRAM FOR THE INDEPENDENT DIRECTORS

In compliance with the requirements of the SEBI Listing Regulations, the Company has put in place a familiarization program for the Independent Directors which is imparted at the time of appointment of an Independent Director to familiarize them with their roles, rights and responsibility as Directors, the working of the Company, nature of the industry in which the Company operates, business model etc. The Program 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. 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. The terms of appointment of Independent Directors are also placed on the website of the Company at https://www. kamdhenulimited.com/code-conduct.php 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 14^th March, 2024, 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

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

Pursuant to the Provisions of Section 134,178 and Schedule IV of Companies Act, 2013 read with applicable rules and Regulation 17 and 25 of SEBI (Listing Obligation and Disclosures Requirements) Regulations, 2015, Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India and Guidance Note on Performance Evaluation by Institute of Company Secretaries of India, the Nomination and Remuneration Committee of the Company has devised a criteria for Performance Evaluation of the Board as a Whole, Individual Directors, Committees, Chairperson and Independent Directors. In compliance with the requirement of the Companies Act, 2013 and the SEBI (Listing Obligation and Disclosures Requirements) Regulations, 2015, as amended from time to time, the Board of Directors on annual basis evaluates the functioning of the Board as a whole, its Committees, Chairman, individual Directors and the Independent Directors.

Criteria of Performance Evaluation

The Individual Directors including the Chairman and Independent Directors are 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 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.

In a separate meeting of the Independent Directors held on 14^th March, 2024, the performance of the Non-Independent Directors, the Board as a whole and Chairman of the Company were evaluated taking into account the views on Executive Directors and other Non-Executive Directors. Further, the Performance Evaluation as required by the applicable provisions were performed by the Board of Directors at their meeting held on 6^th May, 2024.

Conclusion of Performance Evaluation

Bases on the criteria of Performance of Evaluation as devised by the Nomination and Remuneration Committee, the performance of the Board, its Committees, and individual directors were conducted at respective meetings in the manner described above and based on the evaluations it was found that the Board as a whole is functioning as a cohesive body and 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.

24. AUDITORS AND THEIR REPORTS • STATUTORY AUDITORS'

M/s S.S. Kothari Mehta & Co. LLP Chartered Accountants (Firm Registration No.000756N/ N500441), 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 FY 2022-23 to FY 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 FY 2023-24 forms part of this 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'

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 FY 2023-24. The Secretarial Audit Report for the FY ended 31^st March, 2024 is annexed to this Annual Report as Annexure-B which is selfexplanatory and does not contain any qualification, reservation, disclaimer or adverse remark.

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 issued by M/s Chandrasekaran Associates, Company Secretaries, has also been submitted to the Stock Exchanges within 60 days from the end of the FY 2023-24 and also forms a part of this Annual Report as Annexure-C.

For the FY 2024-25, the Board of Directors of the Company has, upon the recommendation of the Audit Committee, in their meeting held on 6^th May, 2024 has appointed M/s Chandrasekaran Associates, Company Secretaries, as the Secretarial Auditors of the Company to conduct the Secretarial Audit. Necessary consent from M/s Chandrasekaran Associates, Company Secretaries, has been received to the effect.

• 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 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 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 FY 2023-24 as per the provisions of Section 148 of the Companies Act, 2013 read with rules made thereunder.

The Cost Audit Report for FY 2023-24, 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 FY 2024-25, 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 2024-25 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 30^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 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, in their meeting held on 18^th May, 2023 had appointed M/s DMRN & Associates, Chartered Accountants, as the Internal Auditors’ of the Company to conduct the Internal Audit for the FY 2023-24. The Internal Audit Report for FY 2023-24, 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 FY 2024-25, the Board of Directors of the Company has, upon the recommendation of the Audit Committee, in their meeting held on 6^th May, 2024 has appointed M/s Kirtane & Pandit LLP Chartered Accountants, as the Internal Auditors’ of the Company to conduct the Internal Audit. A Certificate from M/s Kirtane & Pandit LLP 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.

25. COMMITTEES OF THE BOARD OF DIRECTORS

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

PART A: STATUTORY COMMITTEES

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders Relationship Committee

• Risk Management Committee

• Corporate Social Responsibility Committee PART B: INTERNAL COMMITTEE

• Management Committee

• Loan and Investment Committee

Details of composition of the Statutory 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.

26. AUDIT COMMITTEE

The Audit Committee of the Board of Director for the financial year ended 31^st March, 2024 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 Baldev Raj Sachdeva	Independent Director	Member
4.	Shri Sunil Kumar Agarwal	Whole-time Director	Member

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.

Further, during the year under review, Shri Ramesh Chand Surana had ceased to be Independent Director of the Company owing to completion of his 2 terms of 5 (Five) consecutive years as on the closure of business hours of 31^st March, 2024. Accordingly, Shri Ramesh Chand Surana ceased to be the member of the Audit Committee of the Company w.e.f closure of business hours of 31^st March, 2024. The Board of Directors considering the matter of tenure completion of Shri Ramesh Chand Surana had at their meeting held on 29^th January, 2024, reconstituted the Audit Committee w.e.f. 1^st April, 2024. The reconstituted Audit Committee that came into effect post closure of the year under review on 1^st April, 2024 is as follows:

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

27. CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE.

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 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-POLICYPDF

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 is the CSR wing of the Company and drives its various social engagement initiatives. 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 FY 2023-24, the Company was required to spend '76,50,000 towards its CSR Obligation. However, only '5,00,000 were spent on the On-going Project-! by Kamdhenu Jeevandhara Foundation towards full and final payment to Bhiwadi Ispat Chambers for the land purchased for the On-going Project-!. The remaining CSR obligation for the FY 2023-24 could not be spent on the CSR Ongoing Project of Skill development Program. Thus as at the closure of the financial year under review '71,50,000 stands unspent for FY 2023-24, which were transferred to Kamdhenu Limited Unspent CSR Account FY 2023-24 on 30^th April, 2024, which shall be used in CSR Ongoing Project - 2. The term of 3 years of the first Ongoing project has completed on 31^st March, 2024. Therefore, in terms of provisions of Section 135 of Companies Act 2013, a new Ongoing Project for taking the CSR initiative further in the name of Kamdhenu Skill Development Ongoing

Project- 2 was approved by the CSR Committee and the Board of Directors of the Company at their respective meetings held at 29^th January, 2024.

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 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 2023-24 and FY 2024-25, has been already paid.

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 !34(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 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.

32. PARTICULARS OF CONTRACTS OR ARRANGEMENTS 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 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. During the year under review, all the Related Party Transactions were in accordance with and within the limits of the omnibus approval accorded by the Audit Committee at its meeting held on 2^nd February, 2023. Audit Committee of the Company grants an omnibus approval for the 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, during the financial year 2023-24. 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 the FY 2023-24 were at arm’s length basis and in the ordinary course of business 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. The details of such transactions have been adequately described in Note No. 44 to the financial statements of the Company for the FY 2023-24, which forms 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 2023-24, without consent of the members.

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

I n 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.

33. SUBSIDIARY, JOINT VENTURES OR ASSOCIATE COMPANIES

As on the closure of the financial year 31^st March, 2024, the Company has only one subsidiary company which is Kamdhenu Jeevandhara Foundation, a Section 8 Company, which is also the implementing agency of the Ongoing CSR Projects of the Company. Since, Kamdhenu Jeevandhara Foundation is registered under the Section 8 of Companies Act, 20123, 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 the FY 2023-24.

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 Company) 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 ended on 31^st March, 2024.

34. HUMAN RESOURCES.

The Company considers and appreciates the value of the human resource talent and strives towards talent acquisition, talent retention, performance management and learning and training initiatives to ensure that your Company consistently develops into a much inspiring, strong and employee orientated organization. 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 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 FY 2023-24, there were total 549 number of permanent employees.

Further, as a part of the Company’s initiative to provide a safe, healthy and respectful working place to all our employees, the Company participated in the 'Great Place to Work’ initiative and in its first year of participation, Company has been recognized as a GREAT PLACE TO WORK for the period from October,

2023 to October, 2024 under the Category of Mid-Size Organization.

35. 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.

36. CHANGE IN NATURE OF BUSINESS

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

37. CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT

In 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

38. 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. 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 2023-24 has been made part of Corporate Governance Report.

39. 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.

40. 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, 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 2023-24.

41. 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 FY, Company does not have any proceedings related to IBC Code

42. 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.

43. 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 FY 2023-24 and Notice of the 30^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 FY 2023-24 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 30^th AGM.

44. 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 wholehearted 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

Sd/- Sd/-

(Satish Kumar Agarwal) (Sunil Kumar Agarwal) Date: 6^th May, 2024 Chairman & Managing Director Whole Time Director

Place: Gurugram DIN: 00005981 DIN: 00005973