Year End :2024-03

Your Directors are delighted to present the fifth (5^th) Annual Report of Kamdhenu Ventures Limited (‘your Company/the Company'), inclusive of the audited Standalone & Consolidated Financial Statements and the Auditor’s Report for the financial year ended 31^st March, 2024. ('year under review’).

1. FINANCIAL HIGHLIGHTS

The financial highlights of your Company for the financial year ended 31^st March, 2024, in comparison to the previous financial year ended on 31^st March, 2023, on both a Standalone and Consolidated basis are as under:

('in lakhs’

Particulars	Standalone		Consolidated
	FY 2023-24	FY 2022-23	FY 2023-24	FY 2022-23
Gross Revenue from Operations	-	899.03	29170.90	25950.36
Total Expenses	69.38	993.06	27667.37	27091.68
Profit before Exceptional Items and Tax	(31.67)	(94.03)	1592.71	(1105.23)
Total Tax Expenses	-	(0.01)	207.22	21.62
Profit/(Loss) for the Year	(31.67)	(94.04)	1385.49	(1 126.85)

2. STATE OF COMPANY'S AFFAIRS & FINANCIAL PERFORMANCE

During the Year under review:

• On a consolidated basis, the revenue of your Company, for the financial year 2023-24 stood at '29,170.90 Lakhs and the Company generated net profit of '1,385.49

• As the entire paint business of the Company is operated through its wholly-owned subsidiary Kamdhenu Colour and Coatings Limited, on Standalone basis, the revenue of the Company for the financial year 2023-24 was NIL and the Company booked a loss of '31.67 Lakhs for the financial year 2023-24.

• The Net worth of your Company on the standalone basis stood at '15,576.23 Lakhs as on 31^st March, 2024 and on the consolidated basis the Net worth of your Company stood at '15,935.09 Lakhs as on 31^st March, 2024.

The Consolidated Financial Statements of Kamdhenu Ventures Limited, are included as an integral part of the Annual Report. These statements offer a comprehensive view of the financial performance and position of the subsidiary, presenting a consolidated picture of both companies’ operations and results. This inclusion ensures transparency and provides stakeholders with insights into the overall financial health and performance.

3. OVERVIEW OF THE PAINT INDUSTRY AND COMPANY PERFORMANCE

The Indian paint industry has been experiencing steady growth over the past few years, driven by various factors such as increasing urbanization, rising disposable incomes, growth in the construction industry, and a burgeoning automotive sector. Here’s an overview of the present scenario and potential future trends:

Present Scenario:

Market Size: The Indian paint industry is one of the largest in the world, with both organized and unorganized players. The organized sector dominates the market, comprising major players including Kamdhenu Paints.

Urbanization and Infrastructure Development: Rapid urbanization and infrastructure development projects across the country have been significant drivers for the paint industry. This includes residential complexes, commercial buildings, industrial infrastructure, and government projects.

Architectural Paints: Architectural paints account for the largest share of the Indian paint market. Factors such as increasing consumer awareness about aesthetics, a growing trend of home renovation, and demand for eco-friendly paints are influencing this segment.

Industrial Coatings: The industrial coatings segment is also witnessing growth, fueled by the automotive, consumer durables, and packaging industries. Advanced coatings offering properties like corrosion resistance, durability, and eco-friendliness are in demand.

Technological Advancements: The industry is adopting advanced technologies for product innovation, manufacturing processes, and distribution channels. This includes the development of low-VOC (volatile organic compound) and eco-friendly paints, as well as the use of digital tools for marketing and sales.

Future Trends:

Sustainability: Environmental concerns and regulatory pressures are driving the demand for sustainable and eco-friendly coatings. The future of the industry will likely see a greater emphasis on water-based paints, low-VOC formulations, and recycling initiatives.

Digital Transformation: The adoption of digital technologies such as e-commerce platforms, virtual reality for visualizing paint options, and IoT-enabled solutions for inventory management and quality control is expected to increase.

Smart Coatings: There’s a growing interest in smart coatings with functionalities like self-healing, antimicrobial, anti-graffiti, and temperature-responsive properties. These coatings find applications in various sectors including automotive, construction, and electronics.

Focus on R&D: Investment in research and development will be crucial for staying competitive in the market. Companies will continue to invest in developing innovative products, improving manufacturing processes, and optimizing supply chains.

Emergence of Niche Segments: With changing consumer preferences and lifestyle trends, niche segments such as premium paints, textured finishes, and specialized coatings for specific applications may witness growth.

Global Expansion: Indian paint companies are increasingly looking at international markets for expansion. Strategic acquisitions, joint ventures, and partnerships with global players can facilitate access to new markets and technologies.

Overall, the Indian paint and coating sector is poised for continued growth, driven by urbanization, infrastructure development, technological advancements, and evolving consumer preferences towards sustainable and innovative products.

Your Company’s management is keenly attuned to the market’s demands, particularly amidst the consistent rise in per capita paint consumption across India, spurred by growth in various sectors. To carve out a distinctive presence in the paint sector, we are strategically focused on Product Innovation, Brand Differentiation, Market Segmentation, Sustainability Initiatives, Digital Transformation, Customer Education & Engagement, Strategic Partnerships and Collaborations, and Focus on Service Excellence. Company’s Paint Business, which is being operated through its wholly owned subsidiary, Kamdhenu Colour and Coatings Limited, has showcased a remarkable trajectory of success, evidenced by its outstanding financial performance. Throughout the financial year, our Company has demonstrated robust growth, achieving significant milestones and surpassing expectations. Our revenue has seen a remarkable surge, propelled by strategic initiatives, efficient operations, and unwavering commitment to excellence. Moreover, our prudent financial management practices have fortified our bottom line, ensuring sustainable profitability and resilience in the face of market fluctuations. This stellar performance underscores the dedication and diligence of our talented team and reaffirms our position. Looking ahead, we are poised to build upon this momentum, driving further innovation, and delivering exceptional Performance.

4. DIVIDEND

The Board of Directors of the Company have not recommended any dividend for the financial year 2023-24.

The Dividend Distribution Policy of the Company 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.

The details of Reserves are given under Financial Statement.

6. MATERIAL CHANGES AND FINANCIAL COMMITMENTS

During the Financial Year 2023-24, there were no material changes and commitments affecting the financial position of the Company.

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

7. SHARE CAPITAL

As at 31^st March, 2024, the Authorized Share Capital of the Company stood at '36,50,00,000 (Rupees Thirty Six Crores Fifty Lakhs Only) which comprises of 32,00,00,000 (Rupees Thirty Two Crores) Equity Share Capital divided into 6,40,00,000 (Six Crores Forty Lakhs) Equity Shares of '5 each and '4,50,00,000 (Rupees Four Crores and Fifty Lakhs Only) Preference Share Capital divided into 45,00,000 (Forty Five Lakhs) Preference Shares of '10 each and the Paid up Share Capital of your Company stood at '31,43,55,000 (Rupees Thirty One Crores Forty Three Lakhs Fifty Five Thousand only) divided into 6,28,71,000 (Six Crores Twenty Eight Lakhs Seventy One Thousand only) Equity Shares of '5/- each. Also, the Company has not issued any shares with differential voting rights nor granted any stock options or sweat equity.

During the year under review, the following changes took place in the Share Capital of the Company:

1. In the Extra-Ordinary General meeting of the Company held on 6^th April, 2023, the Authorized Share Capital of the Company has been increased to '24,55,00,000/- (Rupees Twenty Four Crores Fifty Five Lakhs) which comprises of '20,05,00,000/- (Rupees Twenty Crores and Five Lakhs) Equity Share Capital divided into 4,01,00,000 (Four Crores One Lakhs) Equity Shares of face value of '5/-(Rupees five only) each and '4,50,00,000 (Rupees Four Crores and Fifty Lakhs Only) divided into 45,00,000 (Forty Five Lakhs) Preference Shares of face value of '10 each.

The said increase in the authorized share capital was made as in order to raise funds through issuance of Equity Shares, on preferential basis to Qualified Institutional Buyers in terms of Chapter V of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, the Company needs to increase its authorized capital which could go beyond then present Authorized Share Capital of the Company, available for the purpose. Thus, it necessitates an increase in the Authorized Capital of the Company.

2. On 25^th April, 2023, 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.

Post such allotment the paid-up share capital stood at '15,71,77,500 (Rupees Fifteen Crores Seventy One Lakhs Seventy Seven thousand Five Hundred only) divided into 3,14,35,500 (Three Crores Fourteen Lakhs Thirty Five Thousand Five Hundred only) Equity Shares of '5/- each.

3. On 27^th April, 2023, the Company has redeemed 40,01,582 9% non-cumulative compulsorily redeemable preference shares of '10/- each, which were allotted pursuant to the Scheme of Arrangement.

Post such redemption, the Authorized Share Capital of the Company stood at '24,55,00,000 (Rupees Twenty Four Crores Fifty Five Lakhs Only) which comprises of '20,05,00,000 (Rupees Twenty Crores Five Lakhs) Equity Share Capital divided into 4,01,00,000 (Four Crores One Lakhs) Equity Shares of '5 each and '4,50,00,000 (Rupees Four Crores and Fifty Lakhs Only) Preference Share Capital divided into 45,00,000 (Forty Five Lakhs) Preference Shares of '10 each and the Paid up Share Capital of your Company stood at '15,71,77,500 (Rupees Fifteen Crores Seventy One Lakhs Seventy Seven thousand Five Hundred only) divided into 3,14,35,500 (Three Crores Fourteen Lakhs Thirty Five Thousand Five Hundred only) Equity Shares of '5/- each.

4. In the Extra-Ordinary General meeting of the Company held on 24^th July, 2023, the Authorized Share Capital of the Company has been increased to '36,50,00,000 (Rupees Thirty Six Crores Fifty Lakhs Only) which comprises of '32,00,00,000 (Rupees Thirty Two Crores) Equity Share Capital divided into 6,40,00,000 (Six Crores Forty Lakhs) Equity Shares of Face value of '5 each and '4,50,00,000 (Rupees Four Crores and Fifty Lakhs Only) Preference Share Capital divided into 45,00,000 (Forty Five Lakhs) Preference Shares of face value of '10 each.

The said increase in the authorized share capital was made as in order to issue equity shares of the Company by way of bonus issue in accordance with the provisions of Section 63 of the Companies Act, 2013 read with Companies (issue of Securities and Debentures) Rules, 2014 and other applicable provisions of the Companies Act, 2013 and Chapter XI of the SEBI(Issue of Capital and Disclosure Requirements) Regulations, 2018, the Company needs to increase its authorized capital which could go beyond the present Authorized Share Capital of the Company, available for the purpose. Thus, it necessitates an increase in the Authorized Capital of the Company.

5. In the Extra-Ordinary General meeting of the Company held on 24^th July, 2023, the shareholders of the Company approved capitalization of '15,71,77,500/- (Rupees Fifteen Crores Seventy-One Lakhs Seventy-Seven Thousand Five Hundred only) as available in the Securities premium account of the Company, for the purpose of Issuance 3,14,35,500 (Three Crores Fourteen Lakhs Thirty-Five Thousand Five Hundred) fully paid up Bonus Equity Shares of '5/- each, to the shareholders of the Company in the proportion of One fully paid up equity shares of '5/- each in the proportion of One fully paid equity share of '5/- each for every One fully paid equity share of '5/- each i.e. in the ratio of 1:1. Pursuant to the aforesaid shareholders approval, the Board, on 2^nd August, 2023 allotted 3,14,35,500 Equity Shares of face value of '5/- each, to the shareholders of the Company in the proportion of One new fully paid up equity share of '5 each for every One existing fully paid equity share of '5 each in the ratio of 1:1.

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL

To enhance stakeholder value and foster a culture of growth, Kamdhenu Ventures Limited endeavors to establish a dynamic and diversified Board. We aim to harness the collective knowledge, wisdom, and expertize of Board members from various sectors and industries. This diversity will enable us to infuse fresh perspectives and innovative ideas into our corporate strategy, driving growth and sustainability across all levels of the organization.

By nurturing an environment where insights and experiences from diverse backgrounds are valued and shared, we aim to facilitate robust decisionmaking processes and promote effective governance practices. Our commitment to upholding the principles of corporate governance underscores our dedication to transparency, accountability, and ethical conduct in all aspects of our operations.

Through the collaborative efforts of our diverse Board, we are poised to capitalize on emerging opportunities, navigate challenges, and realize our vision of creating long-term value for our stakeholders. Together, we aspire to foster a culture of continuous learning, innovation, and excellence, positioning Kamdhenu Ventures Limited as a leader in its industry while delivering sustainable growth and value creation. Further, during the period under review, there was no change in the composition of Board of Directors of the Company.

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

All the Independent Directors have given their declaration confirming that they meet the criteria of independence as prescribed Regulation 16(1)

(b) and 25(8) of SEBI Listing Regulations and Section 149(6) of the Companies Act, 2013 read with

Rule 6 of Companies (Appointment and Qualification of Directors) Rules, 2014 and the same has been noted by the Board of Directors and in the opinion of the Board of the Company, all Independent Directors of the Company have integrity, expertize, experience and proficiency as prescribed under the Companies (Appointment and Disqualification of Directors) Rules, 2014 read with the Companies (Accounts) Rules, 2014 (including amendment thereof).

Further, in compliance with the Circulars dated 20^th June, 2018 issued 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.

There was no change in the composition of Key Managerial Personnel of the Company during the year under review.

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, KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT PERSONNEL

Pursuant to the provisions of Section 178(1) of the Act and Regulation 19(4) read with Part D of Schedule II of Listing Regulations, the Company 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 including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided u/s 178(3) of the Act.

The Nomination & Remuneration policy is designed to foster a culture that is compelling enough to allure, retain, and inspire Directors, Key Managerial Personnel, and Senior Management Personnel of the caliber necessary to effectively steer the Company towards

success. It aims to establish a transparent framework where the correlation between remuneration and performance is evident and aligns with suitable performance metrics.

This policy endeavors to:

Attract Talent: By offering competitive remuneration packages and benefits, we aim to attract top-tier talent with the requisite skills and expertize to drive the Company’s growth and achieve its strategic objectives. Retain Key Personnel: Recognizing the importance of continuity and stability, we strive to retain key personnel by providing fair and attractive remuneration, as well as opportunities for career development and advancement within the organization.

Motivate Performance: We believe in linking remuneration to individual and organizational performance, thereby incentivizing excellence and aligning the interests of employees with the long-term interests of the Company and its shareholders. Transparency and Accountability: Our policy emphasizes transparency and accountability in remuneration decisions, ensuring that the rationale behind compensation packages is clear and justifiable, and that they adhere to relevant regulatory guidelines and industry best practices.

Performance Benchmarks: We establish clear performance benchmarks and criteria against which the performance of Directors, Key Managerial Personnel, and Senior Management Personnel is evaluated, ensuring that remuneration decisions are based on objective assessments of performance and contribution to the Company’s success.

By adhering to these principles, our Nomination & Remuneration policy aims to cultivate a high-performance culture where talent is valued, recognized, and rewarded appropriately, thereby driving sustainable growth and enhancing shareholder value.

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%20Remuneration%20Policy.pdf and also enclosed as Annexure-A to this report. Furthermore, if a person is sought to be appointed as an independent director, the policy seeks to ensure

Our approach to corporate governance encompasses the following principles:

Compliance and Integrity: We adhere rigorously to all applicable laws, regulations, and ethical standards, ensuring transparency, accountability, and integrity in all our business dealings.

Stakeholder Transparency: We maintain open and transparent communication with all stakeholders, including shareholders, employees, customers, suppliers, and the broader community, fostering trust and confidence in our operations.

Board Independence and Oversight: We maintain a diverse and independent Board of Directors, tasked with providing effective oversight of management and strategic decision-making, thereby safeguarding the interests of shareholders and stakeholders.

Risk Management: We have robust risk management processes in place to identify, assess, and mitigate risks that may impact the Company’s performance or reputation, ensuring the preservation of shareholder value.

Ethical Leadership: Our leadership team exemplifies ethical conduct and fosters a culture of integrity, accountability, and professionalism throughout the organization.

Continuous Improvement: We are committed to continuously reviewing and enhancing our corporate governance practices to adapt to evolving regulatory requirements, industry best practices, and stakeholder expectations.

By embracing these principles, we are confident that Kamdhenu Ventures Limited will continue to uphold the highest standards of corporate governance, setting a benchmark for ethical business conduct and responsible stewardship of shareholder interests. 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, 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

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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 behavior, actual or suspected fraud or violation of the Company’s Code of Conduct. Your Company hereby affirms that no person is denied access to the Chairman of the Audit Committee.

The Whistle-blower Policy and Company’s Code of Conduct underscore our firm commitment to maintaining a culture of transparency, integrity, and accountability at Kamdhenu Ventures Limited. These policies encourage all employees and stakeholders to promptly report any actual or potential violations of laws, regulations, or ethical standards, as well as any events that could adversely affect the business or reputation of the Company.

We are pleased to confirm that, to date, no complaints have been received through the whistle-blower mechanism pertaining to the nature of complaints sought to be addressed through this platform. This serves as a testament to the effectiveness of our policies and the ethical conduct upheld by our employees and stakeholders.

We remain dedicated to fostering an environment where individuals feel empowered to speak up and raise concerns without fear of retaliation, and where all reports are thoroughly investigated and appropriate actions are taken in accordance with our policies and applicable laws.

Through these initiatives, we strive to uphold the highest standards of corporate governance and ethical business practices, ensuring the trust and confidence of our stakeholders and preserving the reputation and long-term sustainability of Kamdhenu Ventures Limited.

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%20 Vigil%20Mechanism.pdf

16. RISK MANAGEMENT POLICY

The Company is in compliance of Regulation 21 of the SEBI Listing Regulations constituted a Risk Management Committee chaired by Sh. Sunil Kumar Agarwal, Chairman of the Company, which has been entrusted with the responsibility to assist the Board in approving the Company’s Risk Management Framework and Overseeing all the risks that the organization faces that have been identified and assessed to ensure that there is a sound Risk Management Policy in place to address such concerns / risks. the Risk Management 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 comprises of mainly three components: Risk Governance, Risk identification and Risk Assessment and Control.

The Risk Management Policy at Kamdhenu Ventures Limited provides a comprehensive framework for identifying, assessing, and mitigating both internal and external risks that may impact the business. The policy encompasses the following key components: Risk Identification: We proactively identify potential risks across various aspects of our business operations, including strategic, financial, operational, compliance, and reputational risks. This involves regular risk assessments and scenario analysis to anticipate emerging threats.

Risk Mitigation Measures: We implement robust risk mitigation strategies and controls to minimize the likelihood and impact of identified risks. These measures may include implementing internal controls, insurance coverage, contractual arrangements, and diversification strategies.

Business Continuity Plan: We develop and maintain a comprehensive business continuity plan to ensure the Company’s ability to continue operations and serve stakeholders in the event of unforeseen disruptions or crises. This includes protocols for disaster recovery, crisis management, and communication procedures. Monitoring and Evaluation: We establish mechanisms to continuously monitor and evaluate risks, including key risk indicators (KRIs) and performance metrics. Regular risk reviews and audits are conducted to assess the effectiveness of risk management measures and identify areas for improvement. Employee Risk Exposure: We identify and address risks that employees may encounter in the course of their duties, including occupational hazards, safety concerns, and potential conflicts of interest. Training and awareness programs are conducted to empower employees to identify and mitigate risks within their areas of responsibility.

Compliance Risks: We ensure compliance with all applicable laws, regulations, and industry standards to mitigate risks arising from non-compliance. Regular compliance audits and assessments are conducted to identify and address any gaps or deficiencies in adherence to statutory requirements.

Continuous Improvement: We are committed to continuously reviewing and enhancing our risk management practices to adapt to evolving business environments, regulatory changes, and emerging threats. This includes fostering a culture of risk awareness and accountability across the organization. By adhering to our Risk Management Policy, Kamdhenu Ventures Limited aims to enhance resilience, protect stakeholder interests, and safeguard the long-term success and sustainability of the Company amidst a dynamic and challenging business landscape.

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. INTERNAL FINANCIAL CONTROLS SYSTEMS & 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 Personnel, 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 2023-24. 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 BY THEREGULATORS/COURTS/TRIBUNALS

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

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, 2024, 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, expertize 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, 2024 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 program 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

program 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 program for Independent Directors of the Company was conducted on 14^th March, 2024, 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/ investor-zone#:~:text=FAMILIARISATI0N%20 PR0GRAMME%200F%20INDEPENDENT%20 DIRECT0RS%20AND%2 0DETAIIS%200F%20 PR0GRAMMES%20%2D%202023%2D24.

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 0bligation 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 0bligation 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.

Criteria of Performance Evaluation

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 14^th March, 2024, the performance of the Non-Independent Directors, the Board as a whole and Chairman of the Company were evaluated taking into account the views 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 3^rd April, 2024.

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

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 2023-24 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 2023-24 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 of the Company and of Kamdhenu Colour and Coatings Limited for the financial year ended 31^st March, 2024 is annexed to this Annual Report as Annexure-B & Annexure-C

respectively 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 as Annexure - D.

For the FY 2024-25, the Board of Directors of the Company has, upon the recommendation of the Audit Committee, in their meeting held on 7^th May, 2024 has appointed M/s Chandrasekaran Associates, Company Secretaries, as the Secretarial Auditors’ of the Company to conduct the Secretarial Audit. Necessary consent from M/s Chandrasekaran Associates, Company Secretaries, has been received to the effect.

25. INTERNAL AUDITORS' AND THEIR REPORT

In terms of Section 138 of the Companies Act, 2013 read with rules made thereunder, the Board of Directors of the Company, upon the recommendation of the Audit Committee, in their meeting held on 18^th May, 2023 had appointed M/s DMRN & Associates, Chartered Accountants, as the Internal Auditors’ of the Company to conduct the Internal Audit for the FY 2023-24. The Internal Audit Report for FY 2023-24, does not contain any qualification, reservation, disclaimer or adverse remark and they have not reported any matter under Section 143(12) of the Act, therefore no detail is required to be disclosed under Section 134(3)(ca) of the Act.

For the FY 2024-25, the Board of Directors of the Company has, upon the recommendation of the Audit Committee, in their meeting held on 7^th May, 2024 has appointed M/s Kirtane & Pandit LLP Chartered Accountants, as the Internal Auditors’ of the Company

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

26. 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.

27. COMMITTEES OF THE BOARD OF DIRECTORS

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

1. Statutory Committees

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders Relationship Committee

• Risk Management Committee

2. Internal 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 i.e Statutory committees are provided in the Corporate Governance Report, which forms part of this Report.

28. AUDIT COMMITTEE

As at 31^st March, 2024, 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 during the year under review.

29. 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 are not applicable to the Company for the financial year 2023-24.

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 at 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.

30. COMPLIANCE WITH THE SECRETARIAL STANDARDS

During the year under review, the Company has complied with all applicable Secretarial Standards on meetings of the Board of Directors ('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.

31. LISTING WITH STOCK EXCHANGES

The shares of the Company are listed on BSE Limited and National Stock Exchange Limited. The Annual Listing fee for the FY 2023-24 & FY 2024-25 has already been paid to the said stock exchanges.

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

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

33. 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 - F forming part of this report.

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

34. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

In due compliance with the requirements of the Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, read with Section 188 of the Companies Act, 2013 and the Rules 6A and Rule 15 of the Companies (Meetings of Board and its Powers) Rules, 2014, as amended upto date, Board of Directors had 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%20 Related%20Party%20Transactions.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 Notes to the financial statements of the Company for the financial year 2023-24, which form a part of the Annual Report.

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

35. SUBSIDIARY, JOINT VENTURES OR ASSOCIATE COMPANIES

As on 31^st March, 2024, the Company has 1 subsidiary Company namely Kamdhenu Colour and Coatings Limited. During the year under review, the Company has 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, 2024.

In accordance with Section 129(3) of the Act and Indian Accounting Standard (IND AS)-110 on Consolidated Financial Reporting, the Company has prepared its Consolidated Financial Statement along with all its subsidiary, in the same form and manner, as that of the Company, which shall be laid before the shareholders at ensuing 5thAnnual 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, 2024, 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 the Notes to the Accounts of Consolidated Financial Statements of the Company and statement pursuant to first proviso to subsection (3) of section 129 of the Companies Act 2013, read with rule 5 of Companies (Accounts) Rules, 2014 relating to Statement containing salient features of the financial statement of subsidiary has been attached as Annexure-H 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.

36. HUMAN RESOURCES MANAGEMENT

The Company attributes its success to talent, expertize, and dedication of its workforce. The Company upholds human resource policies, designed to improve employee job satisfaction and boost productivity. It values and honors each employee, offering opportunities that align with their skills. The Company strives to maintain a mutually beneficial relationship with its employees, fueled by the synergy of its valued team members.

The Company’s recruitment strategy focuses on hiring qualified candidates with the required skill set and determination. Its employee-centric policies encompass industry benchmarked compensation, robust learning and career development opportunities, regular performance appraisals, and empathetic health and safety initiatives, fostering a culture where employees are motivated to excel. Through these measures, the Company positions itself to retain top talent in a fiercely competitive market.

With a strong emphasis on work-life balance, the Company enables employees to meet their commitments, while minimizing turnover and maximizing productivity. By prioritizing the need of the employees, the Company ensures a positive work culture across the organization, enabling employees to work comfortably, efficiently, and contribute effectively to the success of the business.

37. 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 ensure this in all it strictness. The Company has in place an Internal Complaints Committee, the constitution whereof, is in 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/policies/KVI Policy%20On%20 Prevention%20Of%20Sexual%20Harassment%20 At%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.

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.

38. CHANGE IN NATURE OF BUSINESS

During the year under review, there has not been any change in nature of the Business.

39. CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMEN

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.

40. 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. A Certificate signed by Shri Saurabh Agarwal, Managing Director confirming that all the Board Members and Senior Management Personnel have affirmed compliance with Code of Conduct, as applicable to them, in respect of financial year 2023-24 has been made part of Corporate Governance Report.

41. 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.

42. 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 2023-24.

43. 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.

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

45. 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 2023-24 and Notice of the 5^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 5^th AGM.

46. 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

Sd/- Sd/-

(Sunil Kumar Agarwal) (Saurabh Agarwal) Date: 7^th May, 2024 Chairman Managing Director

Place: Gurugram DIN: 00005973 DIN: 00005970