Year End :2023-03

Your Directors have immense pleasure in presenting the 4^th (Forth) Annual Report of Kamdhenu Ventures Limited ('your Company/ the Company') along with the audited Standalone & Consolidated Financial Statements and the Auditor's Report thereon for the financial year ended 31^st March, 2023 ('year under review').

1. FINANCIAL HIGHLIGHTS

The financial highlights of your Company for the financial year ended 31^st March, 2023 and comparison with the previous financial year ended on 31^st March, 2022, on a Standalone and Consolidated basis, are summarized as under:

				(' in Lakh)
Particulars |	Standalone		Consolidated
	FY 2022-23 ^|FY 2021-22|		FY 2022-23	FY 2021-22
Revenue from Operations	899.03	-	25950.36
Other Income	-	-	36.09
Total Revenue	899.03	-	25986.45
Total Expenses	993.06	0.35	27091.68	0.68
Profit before Exceptional Items and Tax	(94.03)	(0.35)	(1105.23)	(0.68)
Exceptional Items	-	-	-	-
Profit/(Loss) before tax	(94.03)	(0.35)	(1105.23)	(0.68)
Tax Expenses	0.01	-	21.62	0.01
Profit/(Loss) for the Year	(94.04)	(0.35)	(1126.85)	(0.69)
Total Comprehensive Income/ (Loss) for the	(94.04)	(0.35)	(1127.04)	(0.69)
Year Paid up Capital (' 5 each fully paid-up)	1346.78	3.04	1346.78	3.04
10 each fully paid-up for FY 2021-22) Earnings per Share of face value of ' 5 Each Basic (In ')	(0.62)	(1.15)	(7.48)	(2.27)
Diluted (In ')	(0.62)	(1.15)	(7.48)	(2.27)

2. STATE OF COMPANY'S AFFAIRS & FINANCIAL PERFORMANCE

During the year under review, the Hon'ble National Company Law Tribunal, Chandigarh Bench, vide its order dated 3^rd June, 2022 had approved the Scheme of Arrangement.

The Scheme of Arrangement provides for:

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

(b) De-merger of Paint Business (the Demerged Business) of Kamdhenu Limited (the Transferee

Company) into Kamdhenu Colour and Coatings Limited (the Resulting Company No 2) and issue of shares by Kamdhenu Ventures Limited (the Resulting Company No. 1) to the Shareholders of Kamdhenu Limited in consideration of the said de-merger.

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

Further pursuant to the demerger of the Paint Business from Kamdhenu Limited to Kamdhenu Colour and Coatings Limited, a wholly owned subsidiary of your Company,2,69,35,500 Equity Shares of Kamdhenu Ventures Limited having face value of ' 5/- each were issued and allotted to the shareholders of Kamdhenu Limited on 9^th September, 2022 on mirror shareholding basis. The Equity Shares of your Company were listed

on BSE Limited and National Stock Exchange of India Limited on the 24^th of January, 2023.

FINANCIAL PERFORMANCE

During the Year under review :

• On a consolidated basis, the revenue of your Company, for the financial year 2022-23 stood at ' 25950.36 Lakhs and the Company booked a Loss of ' 1126.85 Lakhs for the financial year 2022-23.

• On Standalone basis, the revenue of the Company for the financial year 2022-23 stood at ' 899.03 Lakhs and the Company booked a loss of ' 94.04 Lakhs for the financial year 2022-23.

• The Net worth of your Company on the standalone basis stood at ' 9082.91 Lakhs as on 31^st March, 2023 and on the consolidated basis the Net worth of your Company stood at ' 8,048.37 Lakhs as on 31^st March, 2023.

Consolidated Financial Statements of the Subsidiary Company i.e Kamdhenu Colour and Coatings Limited, forms part of Annual report .

3. OVERVIEW OF THE COMPANY PERFORMANCE

The Indian paint industry is one of the largest in the world and has been growing at a steady pace in recent years. According to the forecast by Indian Paint Association, the Indian Paint and Coating Industry, during the next five years will surpass ' 1000 billion from the current level of ' 620 billion. This is in line with the consistent double-digit Compounded Annual Growth Rate (CAGR) that the sector has achieved over the last few years. The management of your Company is well aware with the needs of the market and considering the steadily growth in the Indian per capita paint consumption driven from all the sectors and in order to create an individual identity into the Paint Sector, the Board of Directors of your Company had approved the Scheme of Arrangement in order to make the Paint division of Kamdhenu Limited stand out in the name of Kamdhenu Ventures Limited.

During the year under review, Hon'ble National Company Law Tribunal, Chandigarh Bench, vide its order dated 3^rd June, 2022 had approved the demerger of the Paint Business of Kamdhenu Limited into Kamdhenu Colour and Coatings Limited, a wholly owned subsidiary of your Company.

Pursuant to the sanctioning of the Scheme of Arrangement the demerged undertaking i.e paint business of Kamdhenu Limited was vested and transferred to Kamdhenu Colour and Coating Limited (A Wholly Owned Subsidiary of Kamdhenu Ventures Limited) and in consideration of the said demerger the Equity Shares of Kamdhenu Ventures Limited at the face value of ' 5 were issued and allotted to the shareholders of Kamdhenu Limited on 9^th September, 2022 on mirror shareholding basis.

The Appointed date for the said demerger as per the Scheme of Arrangement was 1^st April, 2022 and the Scheme of Arrangement has become effective from the 18^th of July, 2022.The Company had received Relaxation of Rule 19(2)(b) of Securities Contracts (Regulations) Rules, 1957 on the Listing of Equity Shares from Securities Exchange Board of India on 2^nd January, 2023 and further on receipt of the Listing and Trading Approval from both the Stock Exchanges that is BSE Limited(BSE) and National Stock Exchange of India Limited (NSE) on 20^th January, 2023, the Equity Shares of your Company got listed on both the Stock Exchanges that is BSE Limited and National Stock Exchange of India Limited on 24^th of January, 2023.

4. DIVIDEND

During the period under review, as the Company has incurred a net loss, the Directors of your Company have not recommended any dividend for the financial year 2022-23.

The Board of Directors of your Company had approved a Dividend Distribution Policy in their meeting held on 18^th July, 2022. The Policy is available on the Company's website: https://kamdhenupaints.com/ images/policies/KVL_Dividend_Distribution_Policy.pdf.

5. TRANSFER TO RESERVES

During the year under review, no amount was transferred to any of the reserves by the Company.

6. MATERIALCHANGESANDFINANCIALCOMMITMENTS

During the Financial Year 2022-23, the Board of Directors of the Company had in their meeting held on 10^th March, 2023, decided and approved for raising funds by way of issuing 45,00,000 Equity Shares of the face value of ' 5/- each, to the Proposed Qualified Institutional Buyers, on preferential basis, at a issue price of ' 145/- which

includes a premium of ' 140/-, in terms of Chapter V of the SEBI (ICDR) Regulations, 2018, which was also approved by the Shareholders of the Company in their Extra-Ordinary General Meeting held on 6^th April, 2023. Further, the Board of Directors on 25^th April, 2023, approved the allotment of the said equity shares to the Qualified Institutional Buyers and listing and trading approval for the said number of shares was received from NSE and BSE on 17^th May, 2023 and trading of shares started from 18^th May, 2023.

The Board of Directors of your Company has approved the redemption of the 40,01,582 9% Non - Cumulative Redeemable Preference Shares of ' 10/- each, which were issued pursuant to the Scheme of Arrangement as approved by Hon'ble National Company Law Tribunal. The 9% Non - Cumulative Redeemable Preference Shares were redeemed out of the proceeds of the Preferential Issue made to Qualified Institutional Buyers. Apart from the information provided above or disclosures made elsewhere in the Directors' Report including Annexures thereof, there are no material changes and commitments affecting the financial position of the Company, which occurred between the end of the financial year of the Company i.e. 31^st March, 2023 to which this financial statement relates and till the date of this Report.

7. SHARE CAPITAL

As at 31^st March. 2023, the Authorized Share Capital of the Company stood at ' 19,55,00,000 (Rupees Nineteen Crore Fifty Five Lakhs Only) which comprises of ' 15,05,00,000/- (Rupees Fifteen Crore and Five Lakhs) Equity Share Capital divided into 3,01,00,000 (Three Crore and One Lakh) Equity Shares of ' 5 each and ' 4,50,00,000 (Rupees Four Crore and Fifty Lakhs Only) divided into 45,00,000 (Forty Five Lakhs) 9% Non -Cumulative Compulsorily Redeemable Preference Shares of ' 10 each and the Paid up Share Capital of your Company stood at ' 17,46,93,320 (Rupees Seventeen Crore Forty Lakhs Ninety Three Thousand Three Hundred Twenty) divided into 2,69,35,500 (Two Crore Sixty Nine Lakhs Thirty Five Thousand Five Hundred) Equity Shares of ' 5/- each and 40,01,582 (Forty Lakhs One Thousand Five Hundred Eighty Two) 9% Non - Cumulative Compulsorily Redeemable Preference Shares of ' 10 each.

During the period under review and till the date of

this report, following changes took place in the Share capital of the Company:

- The Board of Directors and Shareholders of the Company in their meeting held on 18^th July, 2022 approved the Sub-Division of Authorized Share Capital of the Company in a manner that every 1 (one) equity share of ' 10 (Ten) each shall be divided into 2(Two) Equity Shares of '5 (Five) each and consequent to such subdivision the Authorized Share Capital of the Company was ' 5,00,000 (Rupees Five Lakh Only) divided into 1,00,000 (One Lakh) Equity Shares of ' 5 (Five) each.

- The Board of Directors and Shareholders of the Company in their meeting held on 18^th July, 2022 approved the increase in the Authorized Share Capital of the Company from ' 5,00,000 (Five Lakhs) divided into 1,00,000 (One Lakh) Equity Shares of ' 5 (Five) each to ' 195,500,000/-(Rupees Nineteen Crore Fifty-Five Lakhs Only) comprising of ' 150,500,000/- (Rupees Fifteen Crore and Five Lakh) divided into 30,100,000 (Three Crore and One Lakh) Equity Shares having face value ' 5/- (Rupees Five) each of the Company and ' 45,000,000/- (Rupees Four Crore and Fifty Lakhs Only) divided into 4,500,000 (Forty-Five Lakhs) Preference Shares having face value ' 10/- (Rupees Ten) each of the Company.

- Changes that took place pursuant to Scheme of Amalgamation which became effective on 18^th July, 2022 :

(a) The pre-Scheme issued and paid up share capital of the Company which consisted of 30,400 Equity Shares of ' 10 each was cancelled and 30,400 9% Non-cumulative Compulsorily Redeemable Preference Shares of ' 10 each were created, issued and allotted in place of the cancelled Equity Share capital of the Company on 20^th July, 2022.

(b) The Company has issued and allotted 40,01,582 9% Non-cumulative Compulsorily Redeemable Preference Shares of ' 10 each in terms of Scheme of Arrangement to the shareholders of Transferor Company No. 1 to 7, and the said 9% Non-Cumulative Compulsorily Redeemable Preference Shares

were redeemed by the Board of Directors on 27^th April, 2023.

(c ) Allotment of 2,69,35,500 Equity Shares of ' 5 each of Kamdhenu Ventures Limited to the Equity Shareholders of the Kamdhenu Limited, in the ratio of 1 (One) Equity Shares of ' 5 each for every 1 (One) Equity Share of ' 10 each held in Kamdhenu Limited.

- The Board of Directors in their meeting held on 10^th March, 2023 and Shareholders of the Company in their Extra-Ordinary General meeting held on 6^th April, 2023, approved the increase in Authorized Share Capital of the Company from the present ' 19,55,00,000 (Rupees Nineteen Crore Fifty Five Lakhs Only) to ' 24,55,00,000 (Rupees Twenty Four Crore and Fifty Five Lakhs Only) which comprises of ' 20,05,00,000/- (Rupees Twenty Crore and Five Lakhs) Equity Share Capital divided into 4,01,00,000 (Four Crore and One Lakh) Equity Shares of Face Value of ' 5/- (Rupees Five Only) each and ' 4,50,00,000 (Rupees Four Crore and Fifty Lakhs Only) divided into 45,00,000 (Forty Five Lakhs) Preference Share of Face Value of ' 10/-(Rupees Ten Only) each.

- The Board of Directors in their meeting held on 10^th March, 2023 and Shareholders of the Company in their Extra-Ordinary General meeting held on 6^th April, 2023, approved to create, offer, issue and allot on preferential basis up to maximum of 45,00,000 (Forty Five Lakhs Only) equity shares of the Company of the face value of ' 5/- (Rupees Five Only) each ("Equity Shares”) at an price of ' 145/- (Rupees One Hundred Forty Five Only), which includes a premium of ' 140/-(Rupees One Hundred and Forty Only) per equity share on such other terms and conditions to the Qualified Institutional Buyers on preferential basis. Further, the Board of Directors on 25^th April, 2023, approved the allotment of the said equity shares to the Qualified Institutional Buyers.

During the year under review, your Company has not issued any warrants, debentures, bonds, or any other convertible or non-convertible securities, any shares with differential voting rights, any stock options or sweat equity. The Company has not reduced its share capital and no shares have been bought back.

Further, pursuant to the approval of the members of the Company granted in their Extra-Ordinary General Meeting held on 6^th April, 2023, the Authorized Share Capital of the Company has been increased to ' 24,55,00,000/- (Rupees Twenty Four Crore Fifty Five Lakhs) which comprises of 4,01,00,000 (Four Crore One Lakh) Equity Shares of ' 5 each and ' 45,00,000 Preference Shares of ' 10 each and the Company has issued and allotted 45,00,000 Equity Shares of ' 5 each at an issue price of ' 145 which includes premium of ' 140 to Qualified Institutional Buyers on Preferential Basis in terms of the Chapter V of SEBI (Issue of Capital and Disclosure Requirement) Regulations, 2018.

8. PUBLIC DEPOSITS

There were no outstanding deposits within the meaning of Sections 73 and 74 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014, as amended, at the end of financial year 2022-23. Your Company did not invite/ accept any deposits during the financial year 2022-23.

9. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

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

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL

In order to create and propagate a greater level of stakeholder value, your Company seeks to have effectively functioning diversified Board where the knowledge, wisdom and strength of the Board from different areas and industries could be percolated towards all the levels of the Management of the Company, so as to create an environment full of growth and to adhere the Corporate Governance in spirit. During the period under review, there has been significant changes in the Board of your Company with a much experienced Board of Directors.

During the period under review, following changes took place in the Directors and Key Managerial Personnel of the Company:

1. The Board of Directors of your Company, pursuant to the applicable provisions of Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2018, and subject to the approval of shareholders of the Company, in their meeting held on 18^th July, 2022 had approved:

(a) Appointment of Shri Ramesh Chand Surana (DIN: 00089854) as an Additional Director in the category of Non-executive Independent Director of the Company for a period of 5 (Five) years from 18^th July, 2022 to 17^th July, 2027.

(b) Appointment of Shri Madhusudan Agarwal (DIN: 00338537) as an Additional Director in the category of Non-executive Independent Director of the Company for a period of 5 (Five) years from 18^th July, 2022 to 17^th July, 2027.

(c) Appointment of Smt. Nishal Jain (DIN: 06934656) as an Additional Director in the category on Non-executive Independent Woman Director for a period of 5 (Five) years from 18^th July, 2022 to 17^th July, 2027.

Further, the Shareholders of the Company in their Extra - Ordinary General Meeting held on 18^th July, 2022, approved the appointments of Shri Ramesh Chand Surana, Shri Madhusudan Agarwal and Smt Nishal Jain as Independent Directors of the Company for a period of 5 (Five) years from 18^th July, 2022 to 17^th July, 2027.

2. On the recommendation of the Board, Shri Saurabh Agarwal (DIN: 00005970) was appointed as Managing Director of the Company, liable to retire by rotation, for a period of 3 (Three) years with effect from 1^st June, 2022 to 31^st May, 2025. Further the said appointment was approved by the Shareholders of the Company at the 3^rd Annual General Meeting held on 15^th July, 2022.

3. Re-designation of Shri Sunil Kumar Agarwal, Director of the Company as the Non-Executive Chairman of the Board and the Company with effect from 1^st June, 2022.

4. In accordance with provisions of Section 152 of the Act read with the rules made thereunder and the Articles of Association of the Company, Shri Sunil Kumar Agarwal (DIN: 00005973), is liable to retire

by rotation at the 4^th Annual General Meeting of the Company and being eligible, has offered himself for re-appointment. The Board recommends for his re-appointment in the ensuing AGM of the Company, based on the recommendation of Nomination and Remuneration Committee. The detailed profile along with the other details as mandated by the SEBI Listing Regulations for Shri Sunil Kumar Agarwal seeking appointment are given in the explanatory statement accompanying notice to the AGM and additionally in the Corporate Governance Report forming part of this Annual Report.

5. Pursuant to the provisions of Section 203 of Companies Act, 2013 read with applicable rules made thereunder appointment of Shri Nitin Misra, as Company Secretary & Compliance Officer and Shri Vineet Kumar Agarwal as Chief Financial Officer of the Company, in the category of Key Managerial Personnel of the Company was approved by the Board of Directors on 18^th July, 2022 and 9^th September, 2022, respectively. Further, except as stated above there is no other change in the composition of Key Managerial Personnel of the Company

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

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

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

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

In view of the Scheme of Arrangement, the Company got listed with National Stock Exchange of India Limited (NSE) and BSE Limited (BSE). Therefore as per listing requirements, the Company needs to comply with the Corporate Governance requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and in pursuance of which the Board of your Company, in terms of Section 178 of Companies Act, 2013 and Regulation 19 of SEBI (Listing Obligation & Disclosures Requirements) Regulations, 2015, as amended, has constituted the Nomination and Remuneration Committee in its meeting held on 18^th July, 2022.

In accordance with the applicable provisions of Companies Act, 2013 and SEBI (Listing Obligation & Disclosures Requirements) Regulations, 2015 and based on the recommendations of the Nomination and Remuneration Committee (NRC), the Board has approved the Nomination & Remuneration Policy for Directors, Key Managerial Personnel ('KMPs') and Senior Management Personnel of the Company.

The Nomination & Remuneration policy is aimed to cultivate a culture that is sufficient enough to attract, retain and motivate Directors, Key Managerial Personnel and Senior Management Personnel of the quality required to efficiently manage the Company successfully and also to ensure that the relationship between remuneration and performance is clear and meets appropriate performance benchmarks. The Company's Policy for the appointment of Directors, KMPs and Senior Managerial Personnel and their Remuneration policy can be accessed on the Company's website at the web-link https://kamdhenupaints. com/images/policies/KVL_Nomination%20and%20 Remuneration%20Policy.pdf.

Furthermore, if a person is sought to be appointed as an independent director, the policy seeks to ensure that the proposed appointee fulfills the criteria for independence as laid down under the Act and the SEBI Listing Regulations.

Remuneration 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.

12. MEETINGS OF THE BOARD OF DIRECTORS.

During the year under review, 13 (Thirteen) meetings of the Board of Directors of the Company were held. The details as to Composition of the Board, committees, and the dates of meetings and the attendance thereat of various directors of the Company, have been provided separately in the Corporate Governance Report, forming the part of this Annual Report. Additionally, a meeting of the Independent Directors of the Company was held on 15^th March, 2023, with the participation of all Independent Directors of the Company at the meeting.

13. CORPORATE GOVERNANCE

The Company is committed towards robust corporate governance practices wherein compliance of various laws in letter as well as in spirit are the utmost priorities of the Management. The management of your Company is sure that the ethical values and the legacy of wisdom that they have created and percolated since years of experience at Kamdhenu Group would prove to be a benchmark for the Good Corporate Governance at Kamdhenu Ventures Limited.

Pursuant to the Regulation 34 of SEBI (Listing Obligation and Disclosures Requirements) Regulations, 2015 read with Schedule V thereto, a detailed report on Corporate Governance is included in this Annual Report. Further, requisite certificate from M/s. Chandrasekaran Associates, Practicing Company Secretaries certifying the Company's compliance with the requirements of Regulations as set out in the SEBI Listing Regulations, is attached to the report on Corporate Governance.

14. MANAGEMENT DISCUSSION & ANALYSIS

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

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

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

The Whistle-blower Policy 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. The Company confirms that no complaint has been received through the said mechanism which pertains to the nature of complaints sought to be addressed through this platform.

The Whistle Blower Policy is available on the website of the Company www.kamdhenupaints.com at:https:// www.kamdhenupaints.com/images/policies/KVL_ Whistle%20Blower%20Policy%20and%20Vigil%20 Mechanism.pdf

16. RISK MANAGEMENT POLICY

Pursuant to the Regulation 21 of the SEBI Listing Regulations, as amended upto date, the Board of Directors of the Company at their meeting held on 18^th July, 2022 has constituted a Risk Management Committee, inter-alia to frame, implement, monitor the Risk Management Policy in the Company and to monitor and evaluate risks, identify the risk areas in the operations along with severity of the risks and prepare the mitigation plan. The Company has put in place an effective Risk Management Framework that comprise of mainly three components: Risk Governance, Risk identification and Risk Assessment and Control.

The Risk Management Policy also covers a framework for identification of internal and external risks, risk mitigation measures, business continuity plan, ensure that appropriate methods are in place to monitor and evaluate risks, 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, etc.

The policy has been uploaded on the website of the Company and can be accessed at the web link https:// kamdhenupaints.com/images/policies/KVL_Risk%20 Management%20Policy.pdf.

17. INTERNALFINANCIALCONTROLSSYSTEMS&THEIR ADEQUACY

Your Directors have an overall responsibility to ensure that the Company has implemented a well embedded framework of internal financial controls. The Company's internal financial control systems are commensurate with its size, scale, complexity of its operations and nature of its operations and such internal financial controls are adequate and are operating effectively. It ensures compliance with all applicable laws and regulations and facilitates optimum utilization of available resources and protects the interests of all stakeholders.

The Company's Internal Control framework also includes entity-level policies, processes controls, IT general controls and Standard Operating Procedures (SOPs). The entity-level policies include code of conduct, COC for Senior Management Personnels, whistle blower policy and other policies such as code on fair disclosure of UPSI, COC to Regulate, Monitor and Report Trading by Designated Persons, Human Resource policy. 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.These internal controls are, on yearly basis, reviewed by Auditors and the Audit Committee of the Company.

M/s DMRN & Associates, Chartered Accountants have been entrusted with the responsibility of undertaking Internal Audit of the Company for the financial year 2022-23. The Internal Audit Reports as prepared by M/s DMRN Associates are placed, discussed and deliberated upon every quarter by the Audit Committee and the Board of Directors. The Internal Auditors have a direct access and reports directly to the Audit Committee of the Company.

18. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BYTHEREGULATORS/COURTS/TRIBUNALS

During the year under review, Hon'ble National Company Law Tribunal, Chandigarh Bench, vide its order dated 3^rd June, 2022 approved the Scheme of Arrangement and pursuant to the approval, the Paint Business of Kamdhenu Limited was demerged into Kamdhenu Colour and Coatings Limited, a wholly owned subsidiary of your Company.

Pursuant to the sanctioning of the Scheme of Arrangement the demerged undertaking i.e paint business of Kamdhenu Limited was vested and transferred to Kamdhenu Colour and Coating Limited (A Wholly Owned Subsidiary of Kamdhenu Ventures Limited) and in consideration of the said demerger the Equity Shares of Kamdhenu Ventures Limited were issued and allotted to the shareholders of Kamdhenu Limited on mirror shareholding basis.

Apart from the aforesaid, 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.

19. ANNUAL RETURN

In Compliance with the provision of Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, the Copy of Annual Return in Form MGT-7 as on 31^st March, 2023, is placed on the website of the Company at https://www.kamdhenupaints.com/annual-return.

20. DECLARATION BY INDEPENDENT DIRECTORS

The Company has also received declarations from the Independent Directors to the effect that:

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

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

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

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

The Board of Directors of your Company are fully satisfied with the integrity, expertise and experience (including the proficiency) of all the Independent Directors appointed on the Board during the year under review.

Based on the declarations received, none of the Independent Directors served as an Independent Director in more than seven listed entities as on 31^st March, 2023 and the necessary disclosure providing details of Committee Chairmanship/ membership of the Independent Directors has also been obtained.

21. FAMILIARIZATION PROGRAMME FOR THE INDEPENDENT DIRECTORS

Your Company has designed a familiarization programme for its Independent Directors with an aim to provide insights into the working of the Company to enable the Independent Directors to understand its business in depth and contribute significantly. The familiarization programme are imparted annually to the Independent Directors to acclimatize them with the processes that have been adopted and changes in the modus operand, if any. Pursuant to Regulation 25(7) of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, the Company makes detailed presentations to the Independent Directors, on the Company's operation and business plans, the nature of industry in which Company operates, and model of respective businesses, major risks involved and risk management strategy of the Company. The Company also organized visits to plant and other necessary locations, from time to time, to enable Independent Directors, to understand the business of the Company in a better way. Further, the Company also provides periodic insights and updates to the entire Board, including Independent Directors and other Non-

Executive Directors, regarding business, innovations, strategies adopted, human capital management 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.kamdhenupaints.com/images/policies/ KVL_Terms%20and%20Conditions%20for%20 appointment%20of%20Independent%20Directors.pdf. 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 programme for Independent Directors of the Company was conducted on 15^th March, 2023, wherein all the Independent Director have participated aptly. The details of familiarization program imparted to the Independent Directors are available on the website of the Company and can be viewed at the web link: https://www.kamdhenupaints.com/images/ policies/KVL_Familiariation%20Program%20for%20 Independent%20Directors.pdf.

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

Pursuant to the Provisions of Section 134,178 and Schedule IV of Companies Act, 2013 read with applicable rules and Regulation 17 and 25 of 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.

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

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

In a separate meeting of the Independent Directors held on 15^th March, 2023, the performance of the Non-Independent Directors, the Board as a whole and Chairman of the Company were evaluated taking into account the views of Executive Directors and other Non-Executive Directors. Further, the Performance Evaluation as required was performed by the Board of Directors at their meeting held on 18^th May, 2023.

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

23. STATUTORY AUDITORS AND THEIR REPORT

M/s B S D & Co. Chartered Accountants, Statutory Auditor of the Company due to their pre-occupations in other assignment, has vide their letter dated 14^th June, 2022 tendered their resignation and thereafter pursuant to the provisions of Section 139(8), 142 the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, M/s M.C. Bhandari & Co., Chartered Accountants (Registration no.: 303002E), was appointed as the Statutory Auditors of the Company, by the Board of Directors in their meeting

held on 6^th July, 2022, to hold office till the conclusion of 3^rd Annual general Meeting of the Company, to fill the casual vacancy caused due to the resignation of M/s B S D & Co, Chartered Accountants, (ICAI Firm Registration No. 000312S).

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

The report of the M/s M.C. Bhandari & Co., Chartered Accountants (Registration no.: 303002E), Statutory Auditors on Standalone and Consolidated Financial Statements for the financial year 2022-23 forms part of the Annual Report which are self-explanatory and do not call for any further comment and the said report does not contain any qualification, reservation, disclaimer or adverse remark and they have not reported any incident of fraud pursuant to the provision of Section 143(12) of the Act, accordingly, no such details are required to be reported under Section 134(3)(ca) of the Act.

24. SECRETARIAL AUDITORS AND THEIR REPORT

The Board of Directors of the Company had appointed M/s Chandrasekaran Associates, Company Secretaries as the Secretarial Auditors of the Company to undertake its Secretarial Audit for the financial year ended 31^st March, 2023 as per the provisions of Section 204 of the Companies Act, 2013 read with rules made thereunder. Further, pursuant to Regulation 24A of SEBI Listing Regulations, Secretarial Audit of Kamdhenu Colour and Coatings Limited, material subsidiary of the Company, have also been undertaken.

The Secretarial Audit Report alongwith Secretarial Compliance Report of the Company and of Kamdhenu Colour and Coatings Limited for the financial year ended 31^st March, 2023 is annexed to this Annual Report as Annexure-A and does not contain any qualification, reservation, disclaimer or adverse remarks.

Also pursuant to the provisions of Regulation 24A of the SEBI Listing Regulations read with SEBI Circulars issued in this regard, the Annual Secretarial Compliance

Report duly signed by M/s Chandrasekaran Associates, Company Secretaries, has also been submitted to the Stock Exchanges within 60 days of the end of the financial year and also forms a part of the Annual Report .

25. COST AUDITORS AND THEIR REPORT

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

26. COMMITTEES OF THE BOARD OF DIRECTORS

As on date of report, the Board of Directors has constituted 5 (Five) committees, namely,

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders Relationship Committee

• Risk Management Committee

• Management Committee

Details of composition, the number of meetings held and attendance of various members at such meetings for the Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee and Risk Management Committee are provided in the Corporate Governance Report, which forms part of this Report.

27. AUDIT COMMITTEE

The Board of Directors of your Company has constituted the Audit Committee on the 18^th July, 2022 and the terms of reference of the Audit Committee are in line with the regulatory requirements as provided in the Companies Act, 2013 and as provided in the SEBI Listing Regulations.

As at 31^st March, 2023 the Audit Committee comprised of four members out of which three are Independent Directors and one is Executive Director. Shri Madhusudan Agarwal, Independent Director is the Chairman of the Committee and Shri Ramesh Chand Surana, Smt. Nishal Jain, Independent Directors and Shri Saurabh Agarwal, Managing Director are the other members of the Committee. 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 Report.

Further all the recommendations made by the Audit Committee were accepted by the Board.

28. CORPORATE SOCIAL RESPONSIBILITY

During the year under review, the provisions of Section 135 of the Companies Act, 2013 were not applicable to the Company. Thus requirements for Annual report on CSR activities is not applicable to the Company for the year 2022-23.

However it would be pertinent to mention here that position of Kamdhenu Group in today's date is the result of assimilation of love, affection, liking and acceptance received from society. We Kamdhenu Ventures Limited take it to be our responsibility to reciprocate this warmth by bringing about positive changes in the society. Although the requirements as provided by law are not applicable on the Company for the year under review but we endeavor to serve the society being a part of the Kamdhenu Group.

29. COMPLIANCEWITHTHESECRETARIALSTANDARDS

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

30. LISTING WITH STOCK EXCHANGES

The shares of the Company are listed on BSE Limited and National Stock Exchange Limited. The Annual Listing fee payable to the said stock exchanges, has been duly paid. The Shares of the Company have got listed on both the Stock exchanges as aforesaid on the 24^th of January, 2023.

31. INFORMATION REGARDING CONSERVATION OF ENERGY,TECHNOLOGYABSORPTIONANDFOREIGN EXCHANGE EARNINGS AND OUTGO

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

32. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURE

The Statement containing the particulars of employees as required under section 197(12) of the Companies Act,

2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,

2014 and other applicable rules (if any), is provided in Annexure - C forming part of this report.

33. PARTICULARSOFCONTRACTSORARRANGEMENTS WITH RELATED PARTIES

In due compliance with the requirements of the Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, read with Section 188 of the Companies Act, 2013 and the Rule 6A and Rule 15 of the Companies (Meetings of Board and its Powers) Rules, 2014, as amended upto date, Board of Directors in their meeting held on 18^th July, 2022, approved a policy on the Related Party Transaction including material transactions, which is to be followed in letter and spirit. The policy is available on the website of the Company at the web link: https://kamdhenupaints.com/images/ policies/KVL_Policy%20on%20Related%20Party%20 Transactions.pdf.

During the year under review, all the related party transactions entered into by the Company were made with the prior approval of the Audit Committee. All such transactions were at an arms -length basis and in the ordinary course of business of the Company and pursuant to Omnibus approval so granted by Audit Committee and Board in its respective meetings and details of such transactions have been adequately described in the Note No. 23 to the financial statements of the Company for the financial year 2022-23, which forms a part of the Annual Report.

The details of the transactions with the related parties are provided in the accompanying financial statements. The Company has not entered into any material related party transaction and all transaction entered into by the Company with related party were at arm's length price in terms of the provision of Section 188 of the Companies Act, 2013 during the period under review. Accordingly, there were no transactions which required to be reported in Form AOC-2 annexed as Annexure-D as per the Section 134(3)(h) read with Section 188(2) of the Companies Act, 2013.

34. SUBSIDIARY, JOINT VENTURES OR ASSOCIATE COMPANIES

As on 31^st March, 2023, the Company has 1 subsidiary Company namely Kamdhenu Colour and Coatings Limited. During the year under review, the Company have not entered into any Joint Venture Agreement and thus the Company does not have any Joint venture or associate company as on 31^st March, 2023.

In accordance with Section 129(3) of the Act and Indian Accounting Standard (IND AS)-110 on Consolidated Financial Reporting, the Company has prepared its Consolidated Financial Statements along with its subsidiary, in the same form and manner, as that of the Company, which shall be laid before the shareholders at ensuing 4^th Annual General Meeting along with its Standalone Financial Statement. The Consolidated Financial Statements of the Company along with its subsidiary, for the year ended 31^st March, 2023, forms part of this Annual Report.

The Audit Committee reviews the unaudited/ audited financial statements of subsidiary company on quarterly basis. Further, the committee periodically reviews the performance of subsidiary company. The minutes of the board meetings of the Kamdhenu Colour and Coatings Limited along with significant transactions and arrangements, if any, entered into by the Company are placed before the board on a quarterly basis. The board is periodically apprised of the performance of subsidiary company, including material developments, if any.

For the performance and financial position of Subsidiary Company, included in its Consolidated Financial Statements, the Members are requested to refer to Note No. 46 of the Notes to the Accounts, of Consolidated Financial Statements of the Company and statement pursuant to first proviso to subsection (3) of section 129 of the Companies Act 2013, read with rule 5 of Companies (Accounts) Rules, 2014 relating to Statement containing salient features of the financial statements of subsidiary has been attached as Annexure-E to this report and forms part of the financial statements in the prescribed Form AOC - 1. Further pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited accounts in respect of subsidiaries, are also available on the website of the Company at https://kamdhenupaints.com/subsidiary-financials.

35. HUMAN RESOURCES MANAGEMENT

The relations amongst the management, employees and the workers of the Company remained cordial and the management of your Company considers its human resource strength as the most pivotal for the growth of the Company. The Company's human resource strategy is formulated considering people as its most valuable asset.

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 Company maintained healthy, cordial and harmonious industrial relations at all levels. Company remained at the forefront in the industry due to enthusiasm and continuous efforts of employees. Various measures have been introduced throughout the organization to improve productivity at all levels. At the end of the financial year that is as on the 31^st March, 2023, the Company was having 3 Permanent Employees. Pursuant to sanctioning of the scheme of Arrangement, the transfer of Paint Business from Kamdhenu Limited to Kamdhenu Colour and Coatings Limited was effected on 18^th July, 2022 and 386 employees of paint division were transferred to KCCL and 3 employees were transferred to Kamdhenu Ventures Ltd.

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

The Company has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder and in order to 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 Company's policy on Prevention Of Sexual Harassment at workplace is available at : https://www.kamdhenupaints.com/ images/polides/KVL_Policy%20On%20Prevention%20 Of%20Sexual%20Harassment%20At%20Workplace. pdf.

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

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.

37. CHANGE IN NATURE OF BUSINESS

During the year under review, Hon'ble National Company Law Tribunal, Chandigarh Bench, vide its order dated 3^rd June, 2022 had approved the demerger of the Paint Business from Kamdhenu Limited to Kamdhenu Colour and Coatings Limited, a wholly owned subsidiary of your Company.

Upon the Scheme of Arrangement, becoming effective, the paint business of Kamdhenu Limited was vested and transferred to Kamdhenu Colour and Coatings Limited (A Wholly Owned Subsidiary of Kamdhenu Ventures Limited). Although there has not been any change in nature of the Business, however the said demerger has been crucial point in the growth of the Company as the shares of the Company have been listed on Stock Exchanges.

38. CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT

In compliance with Regulation 26(3) of SEBI Listing Regulations, the Company has formulated the Code

of Conduct for the Board members and Senior Management Personnel of the Company so that the Company's business is conducted in an efficient and transparent manner without having any conflict of personal interests with the interests of the Company.

All the members of the Board and Senior Management Personnel have affirmed compliance with the Code of Conduct for the Board members and Senior Management Personnel and the code of conduct is available at the website of Company https:// kamdhenupaints.com/images/policies/KVL_Code_of_ Conduct_Senior_Management_Personnel.pdf.

39. DECLARATION BY THE MANAGING DIRECTOR

In terms of Regulation 26 of SEBI Listing Regulations, Shri Saurabh Agarwal, Managing Director hereby affirm and declare that the Company has obtained declaration from each individual member of the Board of Directors and the Senior Management confirming that none of them has violated the conditions of the Code of Conduct for the Board members and Senior Management Personnel.

40. RELATIONSHIP BETWEEN DIRECTORS INTER-SE

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

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

41. DIRECTORS' RESPONSIBILITY STATEMENT

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

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

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

c) they have taken proper and sufficient care for the maintenance of adequate accounting records

in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

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

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

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal, statutory 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 2022-23.

42. PROCEEDING UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016

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

43. THEDETAILSOFDIFFERENCEBETWEENAMOUNTOF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONSALONGWITHTHEREASONSTHEREOF

During the year under review, the Company has not made one-time settlement therefore, the same is not applicable.

44. GREEN INITIATIVE

The Company has implemented the "Green Initiative” to enable electronic delivery of notice/documents/ annual reports to shareholders. The Annual Report for the financial year 2022-23 and Notice of the 4^th Annual General Meeting are being sent to all members electronically, whose e-mail addresses are registered with the Company/Depository Participant(s). The Shareholders may however make request for physical copy of the Annual Report by mail to cs@ kamdhenupaints.com.

Further, letters have been sent to shareholders of the Company holding shares of the Company in physical form in Compliance to SEBI Circular dated 16^th March, 2023, requesting them to furnish requisite KYC details, so that faster communications can be made to the shareholders in electronic form.

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 4^th AGM.

45. APPRECIATION

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

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

BY ORDER OF THE BOARD OF DIRECTORS KAMDHENU VENTURES LIMITED

(Sunil Kumar Agarwal) (Saurabh Agarwal)

Date: 18.05.2023 Chairman Managing Director

Place: Gurugram DIN: 00005973 DIN: 00005970