Your directors are pleased to present the 32nd 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, 2026.

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, 2026, and for the previous financial year
ended 31 st March, 2025, are as follows:

During the year under review, the total Income of the
Company for the Financial Year 2025-26 stood at
' 77,469.59 Lakhs which is higher by 2.21% over the
previous years' Income of ' 75,794.51 Lakhs. The PBT
of the Company is ' 10,552.29 Lakhs as compared to
' 8,040.09 Lakhs of previous year and thereby PBT has
shown an increase of 31.25% on year-to-year basis.

The Profit after Tax (PAT) attributable to the Shareholders
of the Company for the financial year 2025-26 stood
at ' 7,835.27 Lakhs as compared with the previous
financial Year 2024-25 which was ' 6,086.74 Lakhs. The
PAT of the Company on a year-to-year has increased by
28.73%.

2. OPERATIONAL PERFORMANCE AND BUSINESS
REVIEW

Financial year 2025-26 was the year of strong
operational performance and strategic progress for
Kamdhenu Limited, reinforcing its position as one of
India’s leading branded steel companies and the largest
branded TMT bar player in the country. The Company
continued to leverage its unique asset-light franchisee
business model, supported by a robust network of over
100 franchisee manufacturing units, more than 12,500
dealers and over 500 distributors across India.

During the year under review, the Company achieved
a total sales volume of approximately 39 Lakhs metric
tonnes, registering a growth of around 10% over the
previous year. The Company's royalty income stood at
approximately ' 175 Crores during financial year 2025-

26, reflecting the strength of the Kamdhenu brand and
the scalability of its franchisee-led business model.
Steel volume from the Company's own manufacturing
operations stood at 1,21,092 metric tonnes as against
1,19,841 metric tonnes in the previous year, remaining
largely stable on a year-on-year basis.

The Company’s franchisee network currently supports
an aggregate production capacity of approximately
40 Lakhs metric tonnes of steel rebars, 10 Lakhs metric
tonnes of structural steel and 2.5 Lakhs metric tonnes
of color-coated sheets. With a brand turnover approx
' 23,000 Crores, Kamdhenu continues to strengthen its
market presence and expand its reach across diverse
geographies and customer segments.

The Company remains focused on further scaling
its franchisee model, which offers significant capital
efficiency and enables growth without substantial
capital deployment. This asset-light approach allows
the Company to participate in the long-term growth of
the steel and construction sectors while limiting direct
exposure to commodity price volatility and large balance
sheet risks.

The outlook for the industry remains encouraging,
supported by the Government of India’s continued
emphasis on infrastructure development and capital
formation. The capital investment outlay of ' 12.20 Lakhs
Crores announced in the Union Budget is expected to
drive construction activity and create sustained demand
for steel products. Further, policy initiatives such as the
National Steel Policy, Make in India and Atmanirbhar

Bharat, coupled with continued investments in affordable
housing, smart cities, urban infrastructure and rural
development, are expected to provide significant growth
opportunities for the Company.

Backed by a strong brand, extensive distribution network,
scalable franchisee model and favorable industry
fundamentals, the Company remains well-positioned
to capitalize on emerging opportunities and deliver
sustainable value to its stakeholders.

3. DIVIDENDDeclaration and payment of dividend for the year:

Your Company has maintained a consistent track
record of rewarding shareholders through dividend
payments. Considering the Company’s performance
during the financial year 2025-26, the Board of Directors
has recommended a highest ever final dividend of
' 0.40 (40%) per equity share having face value of
' 1/- each, subject to the approval of the Members at
the ensuing 32^nd Annual General Meeting ("AGM"). The
dividend, if approved, would involve a total cash outflow
of ' 11.28 Crores, resulting in a dividend pay-out of
14.39 % of the profits of the Company for the financial year
2025-26. The dividend shall be payable to those Members
whose names appear in the Register of Members/List
of Beneficial Owners as on the record date fixed for this
purpose. The payment of dividend shall be subject to
deduction of tax at source ("TDS") at applicable rates in
accordance with the provisions of the Income Tax Act,
2025 and the rules made thereunder.

Dividend Distribution Policy:

The final dividend recommended by the Board of
Directors, subject to the approval of the Shareholders,
is in accordance with the Dividend Distribution Policy
adopted by the Board pursuant to Regulation 43A of the
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015. The said Dividend Distribution Policy
is available on the Company’s website athttps://www.
kamdhenulimited.com/Financial-Results/Dividend
Distribution Policy.pdf.

4. TRANSFER TO RESERVES

During the financial year 2025-26, Kamdhenu Limited
continued its prudent financial management practices
by making appropriations to its reserves with a view to
further strengthening its financial position. The closing

balance of retained earnings, forming part of "Other
Equity" in the Financial Statements of the Company for
the financial year 2025-26, stood at ' 31,311.04 Lakhs,
representing the accumulated profits retained in the
business for future growth, expansion and meeting
potential contingencies. Further, during the year
under review, the Company transferred an amount of
' 7,835.27 Lakhs from its profits to the General Reserve.

5. STATEMENT ON INVESTOR EDUCATION AND
PROTECTION FUND

As per Sections 124 and 125 of the Act, read with the
Investor Education and Protection Fund Authority
(Accounting, Audit, Transfer and Refund) Rules, 2016
(collectively referred to as "IEPF Rules"), any dividends
that remain unclaimed/unpaid for a period of seven years
must be transferred to the IEPF. Additionally, shares with
unclaimed dividends for seven consecutive years must
be transferred to the Demat Account of the IEPF Authority,
except when a court or statutory authority restrains
transfer. During financial year 2025-26, the Company
has transferred unclaimed dividends declared for
financial year 2017-18 and shares on which dividend(s)
remained unclaimed from financial year 2017-18 to
financial year 2024-25 to the IEPF. Information about
the transferred dividends and shares is available on the
Company’s website athttps://www.kamdhenulimited.
com/investor/investor-information. The Company

sends reminders to shareholders periodically, urging
them to claim their unclaimed dividends to avoid transfer
to the IEPF Authority. Notices are also published in
newspapers, and the details of unclaimed dividends and
shareholders whose shares are eligible for transfer to the
IEPF Authority are available on the Company’s website
and can be accessed at www.kamdhenulimited.com.
Please note that the dividend declared for financial year
2018-19 on 30^th September, 2019 along with underlying
shares on which dividend remained unclaimed for seven
consecutive years, will be transferred to the IEPF by 29^th
October, 2026. Shareholders who have not encashed the
dividend(s) from financial year 2018-19 onwards can
forward their claims to the Company’s Registrar and
Transfer Agents on or before 14^th October, 2026, to avoid
the transfer of dividend or shares to the IEPF Authority.
However, shareholders can claim back their shares and
unclaimed dividends transferred to the IEPF by following
the prescribed procedure under the IEPF Rules. The

shareholder/claimant post obtaining Entitlement Letter
from the Company must make an online application to
the IEPF Authority in e-Form No. IEPF-5 (available at
www.mca.gov.in) and submit the necessary documents
to the Company.

6. MATERIAL CHANGES AND FINANCIAL COMMITMENTS.

There have been no material changes or commitments
that have affected the financial position of the Company
between the close of financial year 2025-26 and till the
date of this report.

7. SHARE CAPITAL

As on 31^st March, 2026, the Authorized Share Capital
of the Company was ' 46,30,00,000/- (Rupees Forty
Six Crores Thirty Lakhs only) divided into 34,80,00,000
(Thirty Four Crores Eighty Lakhs) Equity Shares of
' 1/- each and 1,15,00,000 (One Crores Fifteen Lakhs)
Preference Shares of ' 10/- each.

As on 31^st March, 2026, the issued, subscribed and
paid-up Equity Share Capital of the Company was
' 28,18,83,000/- (Rupees Twenty Eight Crores Eighteen
Lakhs Eighty Three Thousand only) comprising of
28,18,83,000 (Twenty Eight Crores Eighteen Lakhs
Eighty Three Thousand) Equity Shares of face value of
' 1/- each.

During the financial year 2024-25, 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 08^th January, 2025. Pursuant to the
aforesaid corporate actions, 19,47,200 warrants of face
value '10/- each remain outstanding and are convertible
into 1,94,72,000 equity shares of ' 1/- each.

During the year under review, Company has allotted
45,00,000 Equity Shares (Post Split) of ' 1 each, at an
issue price of ' 35.30 per share, including a premium
of ' 34.30, 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.

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. BOARD OF DIRECTORS

As on 31^st March, 2026, the Board comprised
of 8 Directors, including 3 Executive Directors,
1 Non-Executive Non Independent Director and 4
Independent Director including 1 Women Independent
Director. Details of the Board composition are provided
in the Corporate Governance Report, which forms part of
this Annual Report.

Re-appointment of Directors during financial year
2025-26:

• Shri Saurabh Agarwal (DIN:00005970) Non¬
Executive, Non- Independent Director of the
Company who retired by rotation in terms of Section
152(6) of the Act, was re-appointed by the Members
at the 31^st Annual General Meeting("AGM") held on
25^th September, 2025.

• The shareholders of the Company, at the 31^st AGM
held on 25^th September, 2025, approved the re¬
appointment of Shri Satish Kumar Agarwal (DIN:
00005981) as Chairman & Managing Director and
the re-appointment of Shri Sunil Kumar Agarwal
(DIN: 00005973) and Shri Sachin Agarwal (DIN:
01188710) as Whole-time Directors of the Company
for a further term of three (3) years commencing
from 01^st April, 2026 upto 31^st March, 2029.

• The shareholders of the Company at the 31^st AGM
held on 25^th September, 2025, had approved the

re-appointment of Shri Baldev Raj Sachdeva (DIN:
00016325) as an Independent Director, not liable to
retire by rotation, to hold office for second term of 5
consecutive years with effect from 02^nd May, 2026
up to 01^st May, 2031.

Re-appointment of Director retiring by rotation:

Shri Satish Kumar Agarwal (DIN: 00005981) Chairman
& Managing Director of the Company, retires by rotation
at the ensuing 32^nd AGM and being eligible seeks re¬
appointment in terms of the provisions of the Companies
Act, 2013 and terms of his appointment.

Re-appointment of Independent Director:

Smt. Pravin Tripathi (DIN: 06913463) has been
re-appointed by the Board, based on the recommendation
of the Nomination and Remuneration Committee ('NRC')
and in accordance with the provisions of the Companies
Act, 2013 and the SEBI Listing Regulations, as a
Non-Executive, Independent Director for a second term
of 5 consecutive years commencing from 30^th May, 2027
to 29^th May, 2032, subject to shareholders’ approval by
way of a Special Resolution at the ensuing 32^nd AGM.
The Resolutions seeking the re-appointment of Shri
Satish Kumar Agarwal and Smt. Pravin Tripathi forms
part of the Notice for the ensuing 32^nd Annual General
Meeting scheduled to be held on 25^th September, 2026.
The profiles along with other relevant details of Shri
Satish Kumar Agarwal and Smt. Pravin Tripathi are
provided in the annexure to the Notice of the 32^nd Annual
General Meeting.

I n 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.

9. KEY MANAGERIAL PERSONNEL

As on 31^st March, 2026, the following are the Key
Managerial Personnel ('KMPs') of the Company as per
Sections 2(51) and 203 of the Act:

a) Shri Satish Kumar Agarwal, Chairman and
Managing Director;

b) Shri Sunil Kumar Agarwal, Whole- time Director;

c) Shri Sachin Agarwal, Whole-time Director;

d) Shri Harish Kumar Agarwal, Chief Financial Officer;
and

e) Shri Khem Chand, Company Secretary &
Compliance Officer.

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

Pursuant to the provisions of Section 178 of the
Companies Act, 2013 and Regulation 19 of the SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Company has constituted a
Nomination and Remuneration Committee comprising
Non-Executive Directors, including the requisite
number of Independent Directors, in accordance with
the applicable statutory requirements. The Committee
is entrusted with the responsibility of identifying and
recommending suitable candidates for appointment to
the Board and senior management positions, overseeing
succession planning, evaluating the performance of
Directors, and formulating policies relating to nomination
and remuneration.

Based on the recommendations of the Nomination and
Remuneration Committee, the Board has adopted a
comprehensive Nomination and Remuneration Policy
for Directors, Key Managerial Personnel ("KMPs"),
Senior Management Personnel, and other employees.
The Policy lays down the criteria for appointment,
qualifications, positive attributes, independence of
Directors, performance evaluation and remuneration
framework, with the objective of attracting, retaining,
and motivating competent professionals required for the
successful management and growth of the Company.
The Nomination and Remuneration Committee and the
Nomination and Remuneration Policy are in compliance
with the provisions of the Companies Act, 2013 and the
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015. The Nomination and Remuneration
Policy is annexed to this Board’s Report as Annexure-A
and is also available on the Company’s website at
https://www.kamdhenulimited.com/Financial-Results/
Nomination-Remuneration-Policy_Kamdhenu.pdf.

The Company endeavors to ensure that the level and
composition of remuneration are fair, reasonable, and
sufficient to attract, retain, and motivate Directors,
KMPs, and Senior Management Personnel of the
caliber necessary to lead the Company effectively. The
remuneration structure is designed to maintain a clear
linkage between responsibilities, individual performance,
and the achievement of the Company's strategic

objectives, while remaining aligned with prevailing
industry practices and regulatory requirements.

The Nomination and Remuneration Committee reviews
and recommends the remuneration payable to the
Executive Directors, KMPs, and Senior Management
Personnel for the consideration and approval of the
Board of Directors and, wherever required, for the
approval of the shareholders.

11. PUBLIC DEPOSITS

During the year under review, your company has not
invited or accepted any public deposits within the meaning
of Chapter V of the Companies Act, 2013. Further, no
amount on account of principal or interest on deposits
from public was outstanding as on 31^st March, 2026.

12. PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS

During the year under review, your Company has not
given any loan or guarantee which is covered under the
provisions of Section 186 of the Companies Act, 2013.
However, during the financial year 2025-26, the Company
participated in the preferential issue of convertible
warrants undertaken by Kamdhenu Ventures Limited
and was allotted 2,96,45,000 (Two Crore Ninety-Six Lakh
Forty-Five Thousand) convertible warrants at an issue
price of ' 6.80 (Rupees Six and Eighty Paise only) per
warrant, including a premium of ' 5.80 per warrant. Each
warrant is convertible into one fully paid-up equity share
of Kamdhenu Ventures Limited, a promoter group entity,
having a face value of ' 1/- each, upon payment of the
balance 75% of the issue price per warrant, in accordance
with the applicable provisions of the Securities and
Exchange Board of India (Issue of Capital and Disclosure
Requirements) Regulations, 2018, within a period of
18 months from the date of allotment of the warrants.
Further, during the year under review, the Company has
paid ' 5,03,96,500/- being 25% of the issue price per
warrant as upfront payment on 2,96,45,000 warrants
and converted 1,46,45,000 (One Crore Forty-Six Lakh
Forty-Five Thousand) warrants upon payments of
' 7,46,89,500/- being balance 75% of amount payable on
such converted warrants.

The furtherdetails of investments made during the year
and previous years are given under notes to the financial
statements.

13. MEETINGS OF THE BOARD OF DIRECTORS

During the year, 4 (Four) Board meetings were convened
and held. The intervening gap between the meetings was
within the period prescribed under the Companies Act,
2013 and the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. The details of all
Board/Committee meetings held during financial year
2025-26 are given in the Corporate Governance Report,
forming part of the Annual Report.

Additionally, a separate meeting of the Independent
Directors of the Company was held on 25^th February,
2026. The meeting was attended by all Independent
Directors and was conducted without the presence of
non-independent directors. However, at the invitation
of the Independent Directors, the Company Secretary &
Compliance Officer attended the meeting as an invitee
throughout its proceedings. This practice enables the
Independent Directors to discuss and evaluate matters
independently and objectively, thereby strengthening the
Company’s corporate governance framework.

14. CORPORATE GOVERNANCE

At Kamdhenu Limited, corporate governance is an
integral part of the Company’s value system and
business philosophy. The Company firmly believes that
sound corporate governance practices are essential for
enhancing stakeholder trust, sustaining long-term value
creation, and ensuring responsible business conduct.
The Board and Management remain committed to
conducting the affairs of the Company with the highest
standards of integrity, transparency, accountability,
fairness, and ethical behavior.

The Company consistently endeavors to comply with all
applicable laws, regulations and governance standards,
not merely in form but in spirit. It recognizes its fiduciary
responsibilities towards shareholders, employees,
customers, business partners, lenders, regulatory
authorities, and the society at large, and strives to
balance their interests through responsible decision¬
making and sustainable business practices.

Kamdhenu Limited is committed to maintaining a robust
governance framework that promotes effective oversight,
prudent risk management, transparency in disclosures,
and protection of stakeholders’ rights, including those
of minority shareholders. The Company’s governance
practices are aimed at fostering a culture of compliance,

operational excellence, and continuous improvement,
thereby strengthening stakeholder confidence and
enhancing corporate value.

Pursuant to Regulation 34 read with Schedule V of the
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 ("SEBI Listing Regulations"), a detailed
Report on Corporate Governance forms part of this
Annual Report. A certificate confirming compliance with
the conditions of Corporate Governance, as stipulated
under the SEBI Listing Regulations, has been obtained
from the M/s. Chandrasekaran Associates, Company
Secretaries, Secretarial Auditors’ of the Company and is
annexed to the Corporate Governance Report forming
part of this Annual Report.

15. MANAGEMENT DISCUSSION & ANALYSIS REPORT

As required by Regulation 34(2) of the SEBI Listing
Regulations, a detailed Management Discussion and
Analysis Report is presented in a separate section
forming 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, accountability,
and the highest standards of professionalism, honesty,
integrity, and ethical conduct. In furtherance of this
commitment, the Company has established a robust
Vigil Mechanism through its Whistle Blower Policy in
accordance with the provisions of the Companies Act,
2013 and Regulation 22 of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015.

The Policy provides a mechanism for Directors,
employees, and other stakeholders to report genuine
concerns relating to unethical behavior, actual or
suspected fraud, misconduct, violation of the Company’s
Code of Conduct or Ethics Policy, and any other improper
practices. The Policy also facilitates reporting of incidents
involving actual or suspected leak of Unpublished Price
Sensitive Information (UPSI) in compliance with the
provisions of the SEBI (Prohibition of Insider Trading)
Regulations, 2015, as amended.

The Vigil Mechanism incorporates adequate safeguards
against victimization of whistle blowers and ensures
confidentiality and protection to individuals who raise
concerns in good faith. It also provides direct access

to the Chairman of the Audit Committee in appropriate
and exceptional cases. The Audit Committee periodically
reviews the effectiveness and functioning of the
Vigil Mechanism.

During the financial year under review, no person
was denied access to the Chairman of the Audit
Committee. Further, no complaint was received under
the Vigil Mechanism that required reporting under
this mechanism.

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, and is responsible for assisting the Board in
overseeing the Company’s risk management framework
and ensuring the effectiveness of risk management
processes across the organization.

The Company has established a comprehensive Risk
Management Policy and Charter, which defines the risk
governance structure, risk assessment methodology,
prioritization process, and mitigation framework. Under
the supervision of Shri Harish Kumar Agarwal, CFO &
Chief Risk Officer, the risk management framework
is implemented at various levels of the organization
to identify, evaluate, monitor, and mitigate risks in a
systematic manner.

The Risk Management Committee periodically
reviews the Company’s risk profile, including strategic,
operational, financial, regulatory, cyber security,
business continuity, and reputational risks that may
impact the achievement of the Company’s short-term,
medium-term, and long-term objectives. The Committee
monitors the effectiveness of mitigation measures and
provides regular updates to the Board on key risks
and action plans. The Audit Committee exercises
additional oversight with respect to financial risks and
internal controls.

Details regarding the composition, terms of reference,
and meetings of the Risk Management Committee
are provided in the Corporate Governance Report. The
Risk Management Policy is available on the Company’s
website at https://www.kamdhenulimited.com/investor/
code-of-conduct-&-policies.

18. 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 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.

19. INTERNAL FINANCIAL CONTROLS

Your Company has established and maintained an
adequate and effective system of Internal Financial
Controls ("IFC") commensurate with the size, nature and
complexity of its business operations and in compliance
with the requirements of the Companies Act, 2013. The
Company’s IFC framework is designed to ensure the
orderly and efficient conduct of business, adherence to
established policies and procedures, safeguarding of
assets, prevention and detection of frauds and errors,
accuracy and completeness of accounting records, and
timely preparation of reliable financial information.

The Company has documented standard operating
procedures and key financial controls for critical
business processes, with clearly defined responsibilities
and appropriate segregation of duties. A well-defined
financial delegation of authority framework ensures
that financial transactions are approved by authorized
personnel at appropriate levels. The effectiveness
of internal controls is regularly reviewed through

internal audits, management reviews and monitoring
mechanisms. The Internal Audit function independently
evaluates the adequacy and effectiveness of internal
controls and reports its observations to the Audit
Committee, which oversees the implementation of
corrective actions wherever required.

Based on the evaluation carried out during the financial
year ended 31^st March, 2026, the Board is of the opinion
that the Company’s Internal Financial Controls with
reference to the Financial Statements are adequate and
operating effectively, and no material weakness was
observed. The Company continues to strengthen its
control environment through continuous monitoring,
periodic reviews and implementation of improvements,
wherever necessary.

20. UTILIZATION OF FUNDS RAISED THROUGH
PREFERENTIAL ALLOTMENT

Pursuant to the approval of the Board of Directors and
the shareholders, the Company had issued 27,50,000
warrants on a preferential basis to persons belonging to
the Non-Promoter category at an issue price of ' 353/-
per warrant, each convertible into one equity share of
face value ' 10 per share within 18 months from the date
of allotment. Out of the total warrants allotted, 12,52,800
warrants were converted into equity shares upon receipt
of the balance warrant exercise consideration, resulting
in aggregate fund mobilization of ' 57.44 Crores. The
remaining 14,97,200 warrants were not exercised within
the stipulated period and consequently stood forfeited,
along with the upfront subscription amount of ' 13.21
Crores received thereon.

Considering the lower-than-anticipated realization of
issue proceeds due to partial conversion of warrants,
the Board of Directors revised the objects and
timelines for utilization of the funds raised through the
preferential issue, which was subsequently approved by
the shareholders through Postal Ballot in compliance
with Regulation 32(7A) of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015. The
Company confirms that the entire proceeds received
from the conversion of warrants into equity shares were
fully utilized for the approved purposes and no amount
remained unutilized as on 31^st March, 2026.

The summary of revised allocation as approved by the shareholders vide postal ballot dated 24^th December, 2025 and
utilization till 31^st March, 2026 as mentioned below:

*Deviation of ±10% of the amount is allowed as per shareholders approval vide postal ballot dated 24^th December, 2025
and the revised timeline for fund utilization has been modified to 31^st December, 2026.

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

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

22. ANNUAL RETURN

As per Section 134(3)(a) of the Act, the Annual Return
referred to in Section 92(3) of the Act has been placed on
the website of the Company i.e. www.kamdhenulimited.
com under the Investors Section (Refer link https://www.
kamdhenulimited.com/investor/annual-return).

23. DECLARATION BY INDEPENDENT DIRECTORS

Pursuant to the provisions of Section 149(7) of the
Companies Act, 2013 ("the Act") read with Regulation
25(8) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ("SEBI Listing
Regulations"), the Company has received declarations
from all the Independent Directors confirming that they
meet the criteria of independence prescribed under
Section 149(6) of the Act and Regulation 16(1)(b) of the
SEBI Listing Regulations. The Independent Directors
have also confirmed compliance with the Code for
Independent Directors as prescribed under Schedule IV
to the Act and have affirmed that they are not aware of any

circumstance or situation that exists or may reasonably
be anticipated to impair or impact their ability to discharge
their duties with an objective and independent judgment.
Further, the Independent Directors have confirmed that
they are not debarred from holding the office of Director
by virtue of any order passed by the Securities and
Exchange Board of India or any other statutory authority.
In the opinion of the Board, all the Independent Directors
possess the requisite integrity, expertise, experience and
proficiency and fulfill the conditions specified under the
Act and the SEBI Listing Regulations. The Independent
Directors are registered with the Independent Directors’
Databank maintained by the Indian Institute of Corporate
Affairs (IICA) and have complied with the applicable
requirements relating to proficiency, wherever required.

24. FAMILIARIZATION PROGRAMME FOR THE
INDEPENDENT DIRECTORS

Pursuant to Regulation 25(7) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015, the Company has adopted a structured
Familiarization Program for its Independent Directors.
The program is aimed at providing insights into the
Company’s business model, industry dynamics,
operational framework, strategic objectives, regulatory
environment, governance practices, risk management
systems, internal controls and their roles, rights,
responsibilities and duties as members of the Board.

At the time of appointment, each Independent Director
is provided with a formal letter of appointment setting
out the terms and conditions of appointment, roles,
functions, duties and responsibilities. Newly appointed
Directors are also taken through a comprehensive
induction program covering the Company’s vision, values,
business operations, organizational structure, financial
performance, corporate governance framework, Code
of Conduct, compliance programs, risk management
practices and other key policies, including the Code of
Conduct for Prevention of Insider Trading.

The Company facilitates continuous familiarization
through presentations and discussions at Board and
Committee Meetings on business performance, strategic
initiatives, industry developments, regulatory changes
and other significant matters impacting the Company’s
operations. These ongoing interactions enable the
Independent Directors to gain a deeper understanding of
the Company’s business and contribute effectively to the
decision-making process.

During the financial year 2025-26, the Independent
Directors were familiarized with various aspects of the
Company’s business, operations, strategic initiatives
and regulatory developments through ongoing
presentations, discussions and interactive sessions.
As part of the familiarization program, a dedicated
session was conducted during the year in which
all the Independent Directors actively participated.
The details of the Familiarization Program imparted
to the Independent Directors are available on the
Company’s website at https://www.kamdhenulimited.
com/Financial-Results/Familiarisation-Program-for-
Independent-Directors-2025-26.pdf. Further details are
provided in the Corporate Governance Report forming
part of this Annual Report.

25. 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,
the Rules made thereunder, and Regulations 17(10) and
25(4) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, as amended from
time to time, and in line with the Guidance Note on
Board Evaluation issued by SEBI and the Institute
of Company Secretaries of India, the Board has

undertaken a comprehensive annual evaluation of its
own performance, the performance of its Committees,
the Chairman, individual Directors, and the Independent
Directors for the financial year under review. The
evaluation framework was designed to assess the
effectiveness of the Board and its Committees in
providing strategic direction, exercising oversight, and
discharging their governance responsibilities.

Evaluation Framework and Methodology:

The Nomination and Remuneration Committee (NRC)
has established a comprehensive evaluation framework
and defined detailed performance parameters for
assessing the effectiveness of the Board, its Committees,
and individual Directors. The evaluation criteria, inter
alia, included attendance and participation in meetings,
quality of deliberations, strategic guidance, professional
expertise, governance and risk oversight, adherence to
ethical and fiduciary responsibilities, understanding
of the Company’s business and operations, and
contribution to informed decision-making.

A structured evaluation questionnaire based on the
aforesaid parameters was circulated to all Directors for
assessment of the Board, its Committees, and individual
Directors, excluding self-assessment. The evaluation
was carried out on a rating scale ranging from 1 to 5,
where 1 represented 'Outstanding’ and 5 represented
'Poor’. The responses received were collated and
analysed, and a consolidated evaluation report reflecting
the overall performance ratings was placed before the
Board for its review and consideration.

Independent Directors' Meeting and Board Review:

The evaluation process also included an exclusive
meeting of the Independent Directors held on 25^th
February, 2026, 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
27^th May, 2026.

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 evaluation results reflected that the Board
continues to operate effectively through a collaborative,
transparent, and participative approach, with Directors
actively contributing to deliberations and decision¬
making processes. The assessment highlighted that the
Board and its Committees possess an appropriate mix of
skills, expertise, experience, and diversity, enabling them
to discharge their responsibilities efficiently and provide
effective strategic guidance and oversight.

The evaluation further confirmed that the Committees
are functioning effectively within the scope of their
respective mandates and are adequately addressing
matters entrusted to them. The Directors expressed
satisfaction with the evaluation process, recognizing
it as a valuable mechanism for enhancing Board
effectiveness, fostering continuous improvement, and
strengthening the Company’s governance framework.
The exercise also reinforced the Board’s commitment to
maintaining high standards of corporate governance and
ensuring sustained value creation for all stakeholders.

26. AUDITORS AND THEIR REPORTS
• STATUTORY AUDITORS'

M/s S S Kothari Mehta & Co. LLP Chartered
Accountants (Firm Registration No. 000756N/
N500441), were appointed as the Statutory
Auditors of the Company for a first term of five(5)
consecutive years from the conclusion of the 28^th
Annual General Meeting until the conclusion of the
33^rd Annual General Meeting of the Company, at the
AGM held on 28^th July, 2022.

The report given by M/s. S S Kothari Mehta & Co.
LLP, Chartered Accountants, Statutory Auditors on
financial statements of the Company for financial
year 2025-26 is part of the Annual Report. The
comments on statement of accounts referred to in
the report of the Auditors are self explanatory. The
Auditors’ Report does not contain any qualification,
reservation or adverse remark.

During the year under review, the Auditors had
not reported any matter under Section 143(12) of

the Companies Act, 2013. Therefore, no detail is
required to be disclosed under Section 134(3)(ca)
of the Companies Act, 2013.

The Statutory Auditors have confirmed that they
have subjected themselves to the peer review
process of Institute of Chartered Accountants of
India (ICAI) and hold valid certificate issued by the
Peer Review Board of the ICAI. The Audit Committee
reviews the independence and objectivity of the
Auditors and the effectiveness of the Audit process.

• SECRETARIAL AUDITORS'

Pursuant to the provisions of Regulation 24A of the
SEBI Listing Regulations and Section 204 of the Act,
read with Rule 9 of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules,
2014, based on the recommendation of the Audit
Committee and the Board of Directors, Members of
the Company at the Annual General Meeting held
on 25^th September, 2025, approved the appointment
of M/s Chandrasekaran Associates, Company
Secretaries, (Firm registration No. P1988DE002500)
as the Secretarial Auditor of the Company for a first
term of five (5) consecutive years, commencing
from 01^st April, 2025 until 31^st March, 2030.

The Members also approved the remuneration for
financial year 2025-26 payable to the Secretarial
Auditor and authorized the Board of Directors to
finalise the terms and conditions of the appointment,
including revision in remuneration of the Secretarial
Auditor for the remaining period, based on the
recommendation of the Audit Committee.

The Secretarial Audit Report for the financial year
ended 31 ^st March, 2026, issued by the Secretarial
Auditor, is self explanatory and does not contain
any qualification, reservation, adverse remark or
disclaimer. The said Report is annexed to this
Board’s Report as Annexure-B.

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, Secretarial Auditors has also been
submitted to the Stock Exchanges within 60 days
from the end of the Financial Year 2025-26 and also
forms a part of this Annual Report as Annexure-C.

• COST AUDITORS'

The Board at its meeting held on 07^th May, 2025,
appointed M/s. K G Goyal & Associates, Cost

Accountants, to carry out the audit of cost records
of the Company for financial year 2025-26.
Accordingly, the cost Auditor has issued their Cost
Audit report for the financial year 2025-26.

There was no qualification, reservation or adverse
remark or observation/suggestion in the Cost Audit
Report for financial year 2025-26 as issued by M/s.
K G Goyal & Associates, Cost Accountants, Cost
Auditors of the Company 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, based on the recommendation of Audit
Committee, Board of Directors has re-appointed
M/s. K G Goyal & Associates, Cost Accountants,
(Firm Registration Number: 000024) as Cost
Auditors of the Company for conducting cost
audit for financial year 2026- 27. A resolution
seeking approval of the Shareholders to ratify the
remuneration payable to the Cost Auditors for
financial year 2026-27 is provided in the Notice of
the ensuing 32^nd Annual General Meeting.

The Company has received a letter from Cost
Auditors to the effect that their re-appointment
would be within the limits prescribed under Section
141(3)(g) of the Companies Act, 2013 and that they
are not disqualified for such re-appointment within
the meaning of Section 141 of the Companies
Act, 2013.

Cost records as specified by the Central Government
under Sub-Section (1) of Section 148 of the Act are
made and maintained by the Company.

• INTERNAL AUDITORS'

The Board of Directors of the Company has, upon
the recommendation of the Audit Committee, in
their meeting held on 07^th May, 2025 has appointed
M/s Kirtane & Pandit LLP Chartered Accountants,
as the Internal Auditors’ of the Company to conduct
the Internal Audit.

Further, M/s Kirtane & Pandit LLP informed the
Company that they have entered into a strategic
alliance with M/s S S Kothari Mehta & Co. LLP a
firm that is currently engaged in providing statutory
audit services to the Company.

In light of the above and through mutual
understanding among the involved firms, M/s
Kirtane & Pandit LLP have decided to discontinue
their engagement as Internal Auditors of the
Company. Accordingly, M/s Kirtane & Pandit LLP

had resigned vide their letter dated 24^th June, 2025
with effect from 25^th June, 2025.

Furthermore, in terms of Section 138 of the
Companies Act, 2013 read with rules made
thereunder, the Board of Directors of the Company,
in their meeting held on 11^th August, 2025 upon
the recommendation of the Audit Committee
had appointed M/s TATTVAM & Co., Chartered
Accountants (FRN:015048N) as the Internal
Auditors’ of the Company to conduct the Internal
Audit for the financial year 2025-26. The Internal
Audit Report for financial year 2025-26, 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 2026-27, the Board of Directors
of the Company, upon the recommendation of
the Audit Committee, in their meeting held on 27^th
May, 2026, has appointed M/s TATTVAM & Co.,
Chartered Accountants, as the Internal Auditors’
of the Company to conduct the Internal Audit. A
Certificate from M/s TATTVAM & Co., had 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.

27. COMMITTEES OF THE BOARD OF DIRECTORS

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 in terms
of the requirements of the Companies Act, 2013 read
with the Rules made thereunder and Regulation 18, 19,
20 and 21, the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. Details such as terms
of reference, composition, along with details of meetings
held during the year under review and attendance
of members at such meetings, are disclosed in the
Corporate Governance Report, which forms an integral
part of the Annual Report.

In addition to the above, the Board has also formed two
Internal Committees such as Management Committee
and Loan & Investment Committee.

28. AUDIT COMMITTEE

The Audit Committee of the Company is constituted as per Section 177 of the Companies Act, 2013 and Regulation 18 of
the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended. The powers, role and terms
of reference of the Audit Committee covers the areas as contemplated under SEBI Listing Regulations and provisions of
the Companies Act, 2013, as applicable, besides other terms as referred to by the Board of Directors. The Audit Committee
comprised of four members, including three Independent Directors and one Executive Director, as stated below:

During the year under review, all recommendations made by the Audit Committee in relation to various matters were
accepted by the Board of Directors.

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, is set out in the Corporate Governance Report, which forms an integral part of
the Annual Report.

29. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE.

The Company remains committed to fulfilling its social
responsibilities and contributing towards sustainable
community development by creating long-term value
for society and all its stakeholders. In accordance with
the provisions of Section 135 of the Companies Act,
2013, the Company has constituted a Corporate Social
Responsibility ("CSR") Committee of the Board and has
adopted a comprehensive CSR Policy, which provides the
framework for undertaking and monitoring CSR initiatives.
The CSR Policy is available on the Company’s website at
https://www.kamdhenulimited.com/Financial-Results/
CORPORATE-SOCIAL-RESPONSIBILITY-POLICY.PDF.
The Company undertakes its CSR activities primarily
through its wholly-owned subsidiary, Kamdhenu
Jeevandhara Foundation, a company registered under
Section 8 of the Companies Act, 2013, which serves as
the CSR implementation arm of the Company. Through

the Foundation, the Company undertakes various
initiatives focused on promoting education, including
special education, enhancing vocational and livelihood
skills, supporting differently-abled persons, women,
children and senior citizens, and promoting healthcare,
including preventive healthcare. During the year, the
Foundation continued to implement its ongoing Skill
Development Centre Project-2 by providing the necessary
infrastructure, equipment and operational support
required for imparting skill-based training and livelihood
enhancement opportunities to the targeted beneficiaries.
The CSR Committee periodically reviews the progress
of CSR projects and ensures effective implementation
and monitoring of the approved programs. The Annual
Report on CSR Activities, containing the details of CSR
initiatives undertaken during the year in accordance with
the Companies Act, 2013 and the Companies (Corporate
Social Responsibility Policy) Rules, 2014, forms part of
this Annual Report.

persons. During the year, the Foundation continued the
implementation of Kamdhenu CSR Ongoing Project-2
through the establishment and operation of a Skill
Development Centre at Bhiwadi, Rajasthan, involving
furnishing of the premises, installation of infrastructure,
procurement of computers, sewing machines and other
equipment, and meeting the operational expenses
required for running the centre. The Foundation
also organizes educational, motivational and skill
development programs, camps and other community
welfare initiatives across the country in collaboration
with recognized social organizations. These activities
are carried out in accordance with Schedule VII of the
Companies Act, 2013 and the applicable CSR Rules.
Further details of the Company’s CSR initiatives are
available on its website and are also provided in the
Annual Report on CSR Activities, which forms an integral
part of this Report.

During the financial year 2025-26, the Company was
required to spend ' 130 Lakhs towards its CSR Obligation
and the Company spent ' 271.40 Lakhs on CSR
Kamdhenu Skill Development Program ongoing Project
- 2 during the year, resulting in an excess expenditure of
' 141.40 Lakhs. This expenditure was duly approved by
the CSR committee and Board of Directors.

The Annual Report on CSR Activities for financial year
2025-26, pursuant to requirements of Section 134(3)(o)
of the Act and Rule 8 of the Companies (Corporate Social
Responsibility) Rules, 2014 forms part of this Report as
Annexure-D.

30. COMPLIANCE WITH THE SECRETARIAL STANDARDS

The Company has complied with Secretarial Standards
issued by the Institute of Company Secretaries of India
and as mandated under Section 118 of the Companies
Act, 2013 on Board and General Meetings.

31. 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 2025-26 and 2026-27
to the respective stock exchanges, in compliance with
the applicable regulatory requirements.

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

Particulars required under Section 134(3)(m) of the Act
read with Rule 8 of the Companies (Accounts) Rules,
2014, regarding conservation of energy, technology
absorption and foreign exchange earnings and outgo are
provided in Annexure-E to this Report.

33. PARTICULARS OF EMPLOYEES AND RELATED
DISCLOSURE

The information containing details of employees as
required under Section 197 of the Act 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 is
provided in Annexure-F attached to this 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.

34. PARTICULARS OF CONTRACTS OR ARRANGEMENTS
WITH RELATED PARTIES

The Company has established a robust framework for
the identification, approval, monitoring, and review of
related party transactions. The Policy on Related Party
Transactions, as recommended by the Audit Committee
and approved by the Board of Directors, is available on the
Company’s website at https://www.kamdhenulimited.
com/investor/code-of-conduct-&-policies. During the
financial year under review, the Policy on Related Party
Transactions was revised to align it with the amendments
made to Regulation 23 of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015.

All related party transactions entered into during
financial year 2025-26 were in the ordinary course of
business and conducted on an arm’s length basis. Such
transactions were approved by the Audit Committee and
periodically placed before it for review. Prior approvals,
including omnibus approvals wherever applicable, were
obtained in accordance with the applicable provisions of
law and the Company’s policy framework.

None of the related party transactions entered into
during the year were material in nature nor attracted the
provisions of Section 188(1) of the Companies Act, 2013.
Accordingly, nil disclosure in Form AOC-2 pursuant to
Section 134(3)(h) of the Act read with Rule 8(2) of the
Companies (Accounts) Rules, 2014, which forms part of
this Board’s Report and is annexed as Annexure-G. In
accordance with the requirements of Indian Accounting
Standard (Ind AS) 24 - Related Party Disclosures, details
of related party transactions have been appropriately
disclosed in the Notes to the Financial Statements
forming part of the Annual Financial Statements.

35. SUBSIDIARY, JOINT VENTURES OR ASSOCIATE
COMPANIES

As at 31^st March, 2026, the Company had one subsidiary,
namely Kamdhenu Jeevandhara Foundation, a company
registered under Section 8 of the Companies Act, 2013.
The Foundation serves as the implementing agency for
the Company’s Corporate Social Responsibility (CSR)
initiatives and plays a significant role in furthering the
Company’s commitment towards social development
and community welfare.

Since Kamdhenu Jeevandhara Foundation is a not-for-
profit entity registered under Section 8 of the Companies
Act, 2013, the Company is exempt from the requirement
of preparing consolidated financial statements in
accordance with the provisions of Section 129(3) of the
Companies Act, 2013 and Indian Accounting Standard
(Ind AS) 110.

Pursuant to the first proviso to Section 129(3) of the
Companies Act, 2013 read with Rule 5 of the Companies
(Accounts) Rules, 2014, a statement containing the
salient features of the financial statements of the
subsidiary in the prescribed Form AOC-1 is annexed to
this Report as Annexure-H.

The Company did not have any associate company
or joint venture as on 31^st March, 2026. The Company
continues to maintain appropriate oversight and
governance of its subsidiary while advancing its CSR
objectives through Kamdhenu Jeevandhara Foundation.

36. HUMAN RESOURCES

At the Company, we firmly believe that our people are
the cornerstone of our success and the key drivers of
sustainable growth. Our human resource strategy is
rooted in the conviction that investing in our employees is

essential to building a resilient, future-ready organization.
We are committed to attracting, developing, and retaining
high-calibre talent by providing a work environment that
encourages innovation, collaboration, accountability,
and continuous learning.

The Company adopts a long-term approach to talent
management, focusing on enhancing employee
capabilities, strengthening leadership pipelines, and
fostering a culture of excellence. Through structured
learning and development programs, leadership
initiatives, technical training, and skill enhancement
opportunities, we empower our employees to realize
their full potential while aligning their growth with the
strategic objectives of the organization. We continue
to invest in creating an inclusive workplace that values
diversity of thought, mutual respect, integrity, and equal
opportunities for all employees.

The Company also places significant emphasis on
fostering a culture of safety, ethical conduct, and
compliance, ensuring that employees operate in an
environment that upholds the highest standards
of professionalism and corporate governance. We
believe that a strong organizational culture, supported
by engaged and empowered employees, is critical to
delivering long-term value to all stakeholders.

As on 31^st March, 2026, the Company had 618 permanent
employees and workers on its rolls. The dedication,
expertise, and commitment demonstrated by our
employees and workers continue to be instrumental
in achieving the Company’s operational and strategic
goals.

In recognition of our efforts to build an exceptional
workplace culture, the Company is proud to announce
that it has been certified as a Great Place to Work® for
the period from November 2025 to November 2026 under
the Mid-Size Organizations category. This prestigious
recognition reflects the trust our employees place in
the organization and reinforces our commitment to
creating a workplace that promotes growth, inclusivity,
collaboration, and employee well-being. The certification
serves as a testament to our ongoing efforts to nurture
a high-performance culture where people can thrive
professionally and personally.

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

Your Company is committed to providing a safe, secure,
respectful, inclusive and equitable work environment
that promotes dignity, mutual respect and equal
opportunity for all employees. The Company firmly
believes that every individual has the right to work in
an environment free from any form of discrimination,
intimidation, victimization or harassment, including
sexual harassment.

In line with the provisions of the Sexual Harassment
of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 ("POSH Act") and the Rules
framed thereunder, the Company has established
a comprehensive Policy on Prevention of Sexual
Harassment at Workplace. The policy provides a robust
framework for prevention, prohibition and redressal of
complaints relating to sexual harassment and applies
to all employees, including permanent employees,
contractual personnel, consultants, trainees, interns and
visitors at all Company locations.

The Company has constituted an Internal Committee
("IC") in accordance with the requirements of the POSH
Act to receive, investigate and redress complaints of
sexual harassment in a fair, impartial and time-bound
manner. The composition of the Internal Committee
is reviewed periodically to ensure compliance with
statutory requirements and to strengthen the governance
framework. Details of the Internal Committee and the
mechanism for reporting complaints are communicated
to employees and displayed prominently at all offices
and establishments of the Company.

The Company remains committed to ensuring that all
complaints are handled with utmost confidentiality,
sensitivity and fairness while safeguarding the rights
of all concerned parties. During the year under review,
no complaint or case was received or filed under the
POSH Act. During the year Company has not received
any complaints. There were no pending complaints or
cases at the beginning or at the end of the financial year
2025-26. Details regrading number of employees as
on the closure of financial year is provided in Business
Responsibility Statement part of the Annual Report.

The Company has also complied with all applicable
provisions of the POSH Act and other related labour
and employment laws, including the provisions of the
Maternity Benefit Act, 1961, during the year under review.

The Board reaffirms its commitment to maintaining
a workplace that is free from sexual harassment and
conducive to the growth, well-being and professional
development of all employees.

38. CHANGE IN NATURE OF BUSINESS, IF ANY

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

39. CODE OF CONDUCT FOR DIRECTORS AND SENIOR
MANAGEMENT

The Company is committed to maintaining the highest
standards of ethical conduct, integrity, transparency,
and accountability in all its business operations and
governance practices. In line with these principles, the
Company has adopted a comprehensive Code of Conduct
applicable to all Directors and Senior Management
Personnel. The Code serves as a guiding framework
for ethical decision-making and establishes standards
relating to professional integrity, compliance with
applicable laws and regulations, avoidance of conflicts
of interest, protection of confidential information, fair
dealings with stakeholders, and fostering a culture
of responsibility and good corporate citizenship. The
Company has also put in place appropriate mechanisms
to monitor adherence to the Code and promote
awareness among the covered personnel regarding their
responsibilities under the same.

During the financial year ended 31^st March, 2026, all
Directors and Senior Management Personnel of the
Company have affirmed their compliance with the
provisions of the Code of Conduct. The Board is satisfied
that the Company’s governance framework continues to
uphold the values and principles embodied in the Code.
The declaration regarding compliance with the Code
of Conduct forms part of the Corporate Governance
Report and the code of conduct is available at the
website of Companyhttps://www.kamdhenulimited.
com/Financial-Results/CODE%20OF%20CONDUCT%20
FOR%20BOARD%20MEMBERS%20&%20SENIOR%20
MANAGEMENT%20PERSONNEL.pdf

40. DECLARATION BY THE CHAIRMAN & MANAGING
DIRECTOR

Shri Satish Kumar Agarwal, Chairman & Managing
Director hereby affirmed 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 2025-26 has been made part of Corporate
Governance Report.

41. 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 Securities and
Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015, in the
financial year 2025-2026.

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

There are shares in the demat suspense account or
unclaimed suspense account during the financial year
2025-26.

43. 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.

44. DIRECTORS' RESPONSIBILITY STATEMENT

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

a) In the preparation of the annual accounts for
the year ended 31^st March, 2026, 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 2025-26.

45. AUDIT TRAIL DISCLOSURE

The Company maintained its books of account for the
financial year ended 31^st March, 2026, using accounting
software that is equipped with an audit trail (edit log)
feature. The audit trail facility remained operational
throughout the year for all material transactions recorded
in the software, except at the database level. Further, the
audit trail records have been preserved by the Company
in accordance with the applicable statutory requirements
relating to record retention.

46. DESIGNATED PERSON FOR FURNISHING INFORMATION
AND EXTENDING CO-OPERATION TO REGISTRAR
OF COMPANIES (ROC) IN RESPECT OF BENEFICIAL
INTEREST IN SHARES OF THE COMPANY

Shri Khem Chand, Company Secretary and Compliance
Officer (Key Managerial Personnel) of the Company
is the designated person responsible for furnishing

information and extending cooperation to the ROC in
respect of beneficial interest in the Company’s shares.

47. 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.

48. GREEN INITIATIVE AND ELECTRONIC COMMUNICATION

In line with the Green Initiative promoted by the
Ministry of Corporate Affairs (MCA) and as part of its
commitment towards environmental sustainability
and responsible corporate governance, the Company
continues to encourage electronic communication
with its shareholders. The Company sends notices of
general meetings, Annual Reports, financial statements
and other statutory communications through electronic
mode to the registered e-mail addresses of Members,
thereby reducing paper consumption, conserving
natural resources and ensuring timely and efficient
dissemination of information.

Pursuant to the applicable provisions of the Companies
Act, 2013, the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and the circulars
issued by the MCA and SEBI from time to time, the Notice
of the Annual General Meeting and the Annual Report
are being sent electronically to those Members whose
e-mail addresses are registered with the Company, the
Registrar and Transfer Agent ("RTA") or their respective
Depository Participants ("DPs").

Members holding shares in dematerialised form
are requested to register or update their e-mail
addresses and other KYC details with their respective
Depository Participants, while Members holding
shares in physical form are encouraged to update the
same with the Company’s RTA to facilitate seamless
electronic communication and receipt of important
shareholder information.

The Annual Report and other statutory documents are
also 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 32^nd AGM. The detailed instructions for
e-voting are provided in the AGM Notice to facilitate
seamless participation of shareholders in the decision¬
making process.

49. ACKNOWLEDGEMENT AND APPRECIATION

The Company’s organisational culture is founded on the
principles of professionalism, integrity, accountability
and continuous improvement, with a strong focus on
efficient utilisation of resources for achieving sustainable
growth and long-term value creation.

Your Directors would like to place on record their sincere
appreciation and gratitude to the Members, customers,
channel partners, suppliers, vendors, bankers, financial
institutions, investors, consultants, business associates
and all other stakeholders for their continued trust,
support and co-operation throughout the year.

Your Directors place on record their deep appreciation
for the dedication, commitment and hard work of the
employees at all levels, whose collective efforts have
significantly contributed to the Company’s performance
and growth. The Board also extends its gratitude to the
families of employees for their continued support and
encouragement.

The Directors thank all stakeholders for their confidence
in the Company and look forward to their continued
support in the years ahead.

BY ORDER OF THE BOARD OF DIRECTORS OF
KAMDHENU LIMITED

Sd/- Sd/-

(Satish Kumar Agarwal) (Sunil Kumar Agarwal)

Date: 29^th July, 2026 Chairman & Managing Director Whole Time Director

Place: Gurugram DIN: 00005981 DIN: 00005973