We have audited the accompanying financial statements of
Kamdhenu Limited (the "Company"), which comprise the
balance sheet as at March 31, 2026, the statement of profit
and loss (including other comprehensive income), statement
of changes in equity and the statement of cash flows for
the year then ended, and notes to the financial statements,
including a summary of material accounting policies and
other explanatory information (hereinafter referred to as the
"financial statements").
In our opinion and to the best of our information and according
to the explanations given to us, the aforesaid financial
statements give the information required by the Companies
Act, 2013, as amended (the "Act") in the manner so required
and give a true and fair view in conformity with the accounting
principles generally accepted in India, of the state of affairs of
the Company as at March 31,2026, its profit (including other
comprehensive income), the changes in equity and its cash
flows for the year ended on that date.
Basis for Opinion
We conducted our audit of financial statements in accordance
with the Standards on Auditing (SAs), specified under section
143(10) of the Act. Our responsibilities under those standards
are further described in the 'Auditor’s Responsibilities for the
Audit of the Financial Statements’ section of our report. We
are independent of the Company in accordance with the 'Code
of Ethics’ issued by the Institute of Chartered Accountants of
India (ICAI) together with the ethical requirements that are
relevant to our audit of the financial statements under the
provisions of the Act and the Rules thereunder, and we have
fulfilled our other ethical responsibilities in accordance with
these requirements and the Code of Ethics. We believe that the
audit evidence we have obtained is sufficient and appropriate
to provide a basis for our opinion on the financial statements.
Key Audit Matters
Key audit matters are those matters that, in our professional
judgment, were of most significance in our audit of the financial
statements for the year ended March 31,2026. These matters
were addressed in the context of our audit of the financial
statements as a whole, and in forming our opinion thereon,
and we do not provide a separate opinion on these matters.
We have determined that there are no key audit matters to be
communicated in our report.
Information Other than the Financial Statements and
Auditor's Report Thereon
The Company’s Management and Board of Directors is
responsible for the other information. The other information
comprises the information included in the Company’s Annual
Report but does not include the financial statements and our
auditor’s report thereon.
The Annual Report is expected to be made available to us after
the date of this Auditor’s Report. Our opinion on the financial
statements does not cover the other information and we will
not express any form of assurance conclusion thereon.
In connection with our audit of the financial statements, our
responsibility is to read the other information identified above
and, in doing so, consider whether the other information
is materially inconsistent with the financial statements, or
our knowledge obtained during the course of our audit or
otherwise appears to be materially misstated.
When we read the Annual Report, if we conclude that there
is a material misstatement therein, we are required to
communicate the matter to those charged with governance.
Responsibilities of Management and Those Charged with
Governance for the Financial Statements
The Company’s Management and Board of Director’s are
responsible for the matters stated in Section 134(5) of the Act
with respect to the preparation of these financial statements
that give a true and fair view of the financial position,
financial performance including other comprehensive
income, changes in equity and cash flows of the Company in
accordance with the accounting principles generally accepted
in India, including the Indian Accounting Standards (Ind AS)
specified under Section 133 of the Act read with relevant
Rules issued thereunder. This responsibility also includes
maintenance of adequate accounting records in accordance
with the provisions of the Act for safeguarding of the assets
of the Company and for preventing and detecting frauds and
other irregularities; selection and application of appropriate
accounting policies; making judgments and estimates that
are reasonable and prudent; and design, implementation
and maintenance of adequate internal financial controls,
that were operating effectively for ensuring the accuracy
and completeness of the accounting records, relevant to
the preparation and presentation of the financial statements
that give a true and fair view and are free from material
misstatement, whether due to fraud or error.
In preparing the financial statements, Management and Board
of Directors are responsible for assessing the Company’s
ability to continue as a going concern, disclosing, as applicable,
matters related to going concern and using the going concern
basis of accounting unless Board of Director’s either intends
to liquidate the Company or to cease operations, or has no
realistic alternative but to do so.
The Company’s management and Board of Directors are also
responsible for overseeing the Company’s financial reporting
process.
Auditor's Responsibilities for the Audit of the Financial
Statements
Our objectives are to obtain reasonable assurance about
whether the financial statements as a whole are free from
material misstatement, whether due to fraud or error, and to
issue an auditor’s report that includes our opinion. Reasonable
assurance is a high level of assurance, but is not a guarantee
that an audit conducted in accordance with SAs will always
detect a material misstatement when it exists. Misstatements
can arise from fraud or error and are considered material if,
individually or in the aggregate, they could reasonably be
expected to influence the economic decisions of users taken
on the basis of these financial statements.
As part of an audit in accordance with SAs, we exercise
professional judgment and maintain professional skepticism
throughout the audit. We also:
• Identify and assess the risks of material misstatement
of the financial statements, whether due to fraud or error,
design and perform audit procedures responsive to those
risks, and obtain audit evidence that is sufficient and
appropriate to provide a basis for our opinion. The risk
of not detecting a material misstatement resulting from
fraud is higher than for one resulting from error, as fraud
may involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal control.
• Obtain an understanding of internal financial control
relevant to the audit in order to design audit procedures
that are appropriate in the circumstances. Under
section 143(3)(i) of the Act, we are also responsible for
expressing our opinion on whether the Company has
adequate internal financial controls system in place and
the operating effectiveness of such controls.
• Evaluate the appropriateness of accounting policies
used and the reasonableness of accounting estimates
and related disclosures made by Management and
Board of Director’s.
• Conclude on the appropriateness of Management and
Board of Director’s use of the going concern basis of
accounting and, based on the audit evidence obtained,
whether a material uncertainty exists related to events
or conditions that may cast significant doubt on the
Company’s ability to continue as a going concern. If
we conclude that a material uncertainty exists, we are
required to draw attention in our auditor’s report to the
related disclosures in the financial statements or, if such
disclosures are inadequate, to modify our opinion. Our
conclusions are based on the audit evidence obtained
up to the date of our auditor’s report. However, future
events or conditions may cause the Company to cease
to continue as a going concern.
• Evaluate the overall presentation, structure and content
of the financial statements, including the disclosures,
and whether the financial statements represent the
underlying transactions and events in a manner that
achieves fair presentation.
We communicate with those charged with governance
regarding, among other matters, the planned scope and
timing of the audit and significant audit findings, including
any significant deficiencies in internal control that we identify
during our audit.
We also provide those charged with governance with a
statement that we have complied with relevant ethical
requirements regarding independence, and to communicate
with them all relationships and other matters that may
reasonably be thought to bear on our independence, and
where applicable, related safeguards.
From the matters communicated with those charged with
governance, we determine those matters that were of most
significance in the audit of the financial statements of the
current period and are therefore the key audit matters. We
describe these matters in our auditor’s report unless law or
regulation precludes public disclosure about the matter or
when, in extremely rare circumstances, we determine that a
matter should not be communicated in our report because
the adverse consequences of doing so would reasonably
be expected to outweigh the public interest benefits of such
communication.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor’s Report) Order,
2020 (the "Order") issued by the Central Government
of India in terms of section 143(11) of the Act, we give
in the Annexure A, a statement on matters specified in
paragraph 3 and 4 of the Order to the extent applicable.
2. As required by Section 143(3) of the Act, we report that:
(a) We have sought and obtained all the information
and explanations which to the best of our knowledge
and belief were necessary for the purposes of our
audit.
(b) In our opinion, proper books of account as required
by law have been kept by the Company so far as
it appears from our examination of those books
except for the matters stated in paragraph 2(i)
(vi) below on reporting under Rule 11(g) of the
Companies (Audit and Auditors) Rules, 2014 as
amended.
(c) The balance sheet, the statement of profit and loss
(including other comprehensive income), statement
of cash flow and the statement of changes in equity
dealt with by this Report are in agreement with the
books of account.
(d) In our opinion, the aforesaid financial statements
comply with the Ind-AS specified under Section
133 of the Act, read with relevant Rules issued
thereunder;
(e) On the basis of the written representations received
from the directors as on April 01, 2026 taken
on record by the Board of Directors, none of the
directors is disqualified as on March 31, 2026 from
being appointed as a director in terms of Section
164 (2) of the Act.
(f) The modifications relating to the maintenance of
accounts and other matters connected therewith
are as stated in the paragraph 2(b) above on
reporting under Section 143(3)(b) of the Act and
paragraph 2(i)(vi) below on reporting under Rule
11(g) of the Companies (Audit and Auditors) Rules,
2014 as amended.
(g) With respect to the adequacy of the internal financial
controls with reference to financial statements
of the Company and the operating effectiveness
of such controls, refer to our separate Report in
"Annexure B" to this report.
(h) I n our opinion, and according to the information
and explanations given to us, the managerial
remuneration paid/provided by the Company to its
director during the current year is in accordance
with the provisions of section 197 of the Act read
with Schedule V of the Act and the rules thereunder.
(i) With respect to the other matters to be included in
the Auditor’s Report in accordance with Rule 11 of
the Companies (Audit and Auditors) Rules, 2014,
as amended in our opinion and to the best of our
information and according to the explanations
given to us:
i. The Company has disclosed the impact of
pending litigations as at March 31,2026 on its
financial position in its financial statements
refer note 39 to the financial statements.
ii. The Company did not have any long-term
contracts including derivative contracts for
which there were any material foreseeable
losses.
iii. There has been no delay in transferring
amounts, required to be transferred, to the
Investor Education and Protection Fund by the
Company.
iv. (a) The management has represented that,
to the best of its knowledge and belief,
as disclosed in note no. 48 of notes to
the financial statements, no funds have
been advanced or loaned or invested
(either from borrowed funds or share
premium or any other sources or kind
of funds) by the Company to or in any
other person(s) or entity(ies), including
foreign entities ("Intermediaries"), with
the understanding, whether recorded in
writing or otherwise, that the Intermediary
shall, whether, directly or indirectly lend
or invest in other persons or entities
identified in any manner whatsoever by
or on behalf of the Company ("Ultimate
Beneficiaries") or provide any guarantee,
security or the like on behalf of the
Ultimate Beneficiaries;
(b) The management has represented, that,
to the best of its knowledge and belief,
as disclosed in note no. 48 of notes to
the financial statements, no funds have
been received by the Company from
any person(s) or entity(ies), including
foreign entity ("Funding Parties"), with
the understanding, whether recorded in
writing or otherwise, that the Company
shall, whether, directly or indirectly, lend
or invest in other persons or entities
identified in any manner whatsoever
by or on behalf of the Funding Party
("Ultimate Beneficiaries") or provide any
guarantee, security or the like on behalf
of the Ultimate Beneficiaries;
(c) Based on the audit procedures that
performed have been considered
reasonable and appropriate in the
circumstances, nothing has come to our
notice that has caused us to believe that
the representations under sub-clause (i)
and (ii) of Rule 11(e), as provided under
(iv) (a) and(iv) (b) above, contain any
material misstatement.
v. The final dividend paid by the Company during
the year, in respect of the same declared
for the previous year is in accordance with
section 123 of the Act to the extent it applies
to payment of dividend. As stated in note 15
(d) in the financial statements, the Board of
Directors of the Company has proposed final
dividend for the year which is subject to the
approval of the members at the ensuing Annual
General Meeting. The dividend declared is in
accordance with section 123 of the Act to the
extent it applies to declaration of dividend.
vi. Based on our examination, which included test
checks, the Company has used an accounting
software for maintaining its books of account
for the financial year ended March 31, 2026
which has a feature of recording audit trail (edit
log) facility and the same has been operating
for all relevant transactions recorded in the
software throughout the year except at the
data base level (refer note 49 of the financial
statement). Further, where the audit trail (edit
log) facility was enabled, we did not come
across any instance of audit trail feature being
tampered with and the audit trail has been
preserved by the Company as per the statutory
requirements for record retention.
For S S KOTHARI MEHTA & CO. LLP
Chartered Accountants
Firm’s Registration No. 000756N/N500441
Sd/-
Ashish Kumar Mishra
Partner
Membership No. 512497
Place: Gurugram
Date: May 27, 2026
UDIN: 26512497XKJCCA8987
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