Kamdhenu Ventures Limited — Proxy Solicitation & Information Statement 2025

May 27, 2025

Ref: KVL/SEC/2025-26/25 Date: 27[th] May, 2025

To, To, The Manager- Listing The Manager- Listing National Stock Exchange of India Limited, BSE Limited, Exchange Plaza, Bandra Kurla Complex, Phiroze Jeejeebhoy Towers, Bandra (E), Mumbai-400 051 Dalal Street, Mumbai- 400 001 NSE Symbol: KAMOPAINTS BSE Scrip Code: 543747

Sub: Submission of Notice of the 01/2025-26 Extra-Ordinary General Meeting (EGM) scheduled to be held on Friday, 20[th] June, 2025 through VC/OAVM at 11:30 A.M(IST).

Dear Sir/Madam,

Pursuant to Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find enclosed herewith, Notice of the 01/2025-26 Extra-Ordinary General Meeting of the Company, along with Explanatory Statement for seeking approval of Shareholders and e-voting instructions (“EGM Notice”), scheduled to be held on Friday, 20[th] June, 2025 at 11:30 A.M. (IST), through Video Conferencing (VC)/ Other Audio Visual Means(OAVM) in compliance with various Circulars issued by Ministry of Corporate Affairs and Securities Exchange Board of India, for the following business as set out in the Notice:

ORDINARY RESOLUTION

Appointment of M/s. DSP & Associates, Chartered Accountants, as the Statutory Auditors of the Company to fill the casual vacancy caused due to the Resignation of M/s. M C Bhandari & Co., Chartered Accountants, till the conclusion of the ensuing Annual General Meeting.

The EGM Notice is being sent today i.e Tuesday, 27[th] May, 2025, only through email to all the shareholders of the Company whose names are registered with the Company or Depository Participants and whose names appears in the register of members as on the cut-off date i.e Friday, 23[rd] May, 2025.

Further, we wish to inform that pursuant to the provisions of Section 108 of Companies Act, 2013 and Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, the Company is pleased to provide to its members, the facility to vote on resolution proposed to be passed at the EGM by electronic means through remote e-voting and/or through e-voting at the EGM (Instapoll). The remote e-voting shall commence on Tuesday, 17[th] June, 2025 at 09:00 A.M (IST) and will end on Thursday, 19[th] June, 2025 at 05:00 P.M (IST). The detailed instructions for the e-voting are given in the enclosed Notice of the 01/2025-26 Extra-Ordinary General Meeting.

The members whose names are registered with the Company / Depository Participants and whose names appears in the register of members as on the cut-off date i.e Friday,13[th] June, 2025, shall be entitled to vote on the resolution proposed to be passed at the EGM.

Nikhil Sukhija

Digitally signed by Nikhil Sukhija Date: 2025.05.27 10:13:48 +05'30'

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The EGM Notice along with explanatory statements and e-voting instructions is available on the website of the Company at https://www.kamdhenupaints.com/general-meeting, as well as on the website of the stock exchanges i.e BSE Limited at www.bseindia.com and National Stock Exchange of India Limited at www.nseindia.com and on the website of the National Securities Depository Limited (NSDL), at www.evoting.nsdl.com.

Thanking you, Yours faithfully,

For Kamdhenu Ventures Limited

Nikhil Digitally signed by Nikhil Sukhija Date: 2025.05.27 10:14:21 +05'30' Sukhija

Nikhil Sukhija Company Secretary & Compliance Officer

Encl.: as above.

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KAMDHENU VENTURES LIMITED CIN: L51909HR2019PLC089207 Registered Office: 2nd Floor, Tower-A, Building No. 9, DLF Cyber City, Phase-III, Gurugram, Haryana-122002 Phone: 0124-4604500, E-mail: cs@kamdhenupaints.com Website: www.kamdhenupaints.com

NOTICE OF 01/2025-26 EXTRA-ORDINARY GENERAL MEETING

NOTICE is hereby given that the 01/2025-26 Extra-Ordinary General Meeting (“EGM”) of the Members of Kamdhenu Ventures Limited (“the Company”) will be held on Friday, the 20[th] June, 2025 at 11:30 A.M. (IST) through Video Conferencing (“VC”)/ Other Audio-Visual Means (“OAVM”). The venue of the EGM shall be deemed to be the Registered Office of the Company and the proceedings of the EGM shall be deemed to be made there at, to transact the following Special Business:

SPECIAL BUSINESS:

1. APPOINTMENT OF M/S. DSP & ASSOCIATES, CHARTERED ACCOUNTANTS, AS THE STATUTORY AUDITORS OF THE COMPANY, TO FILL THE CASUAL VACANCY CAUSED DUE TO RESIGNATION OF M/S. M C BHANDARI & CO., CHARTERED ACCOUNTANTS TILL THE CONCLUSION OF ENSUING ANNUAL GENERAL MEETING.

To consider and if thought fit, to pass the following resolution as an Ordinary Resolution:

“ RESOLVED THAT pursuant to provisions of section 139(8), 141 and 142 of the Companies Act, 2013 read with Companies (Audit and Auditors Rules), 2014 (the Rules) and other applicable provisions, if any, of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 as amended from time to time or any other law for the time being in force (including any statutory modification or amendment thereto or re-enactment thereof for the time being in force), and pursuant to the recommendation made by Audit Committee and Board of Directors of the Company, approval of the members of the company be and in hereby accorded for appointment of M/s. DSP & Associates, Chartered Accountants, (FRN 006791N), as Statutory Auditors of the Company to fill the casual vacancy caused due to resignation of M/s. M C Bhandari & Co., Chartered Accountants, (FRN 303002E), and they shall hold office from the conclusion of this extra ordinary general meeting till the conclusion of ensuing Annual General Meeting, at a remuneration of Rs. 2,10,000 (Rupees Two Lakh and Ten Thousand Only) Per Annum plus applicable taxes and out of pocket expenses as may be mutually agreed the Company and the Statutory Auditors.

RESOLVED FURTHER THAT the Board of Directors of the Company (hereinafter referred to as “the Board” which term shall always deemed to include any Committee as constituted or to be constituted by the Board to exercise its powers including the powers conferred under this resolution) shall be at full liberty to revise/alter/modify/amend the terms and conditions of the said appointment and/or remuneration, from time to time, in the manner and to the extent it deems appropriate, provided that such revision/ variation are in consonance provisions of the Companies Act, 2013 and/or any guidelines prescribed by the Government from time to time and/or other competent authority if any, and as may be mutually agreed between the Board of Directors and M/s. DSP & Associates, Chartered Accountants.

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RESOLVED FURTHER THAT Shri Sunil Kumar Agarwal, Chairman, Shri Saurabh Agarwal, Managing Director, Shri Sachin Agarwal, Director, and Shri Nikhil Sukhija, Company Secretary of the Company be and are hereby severally authorized to sign, execute all such documents and to do all such acts, deeds and things which may be necessary to bring into effect the above resolution.”

By Order of the Board of Directors For Kamdhenu Ventures Limited

Sd/Nikhil Sukhija Company Secretary & Compliance Officer M. No. : A66209

Date: 15[th] May, 2025 Place: Gurugram, Haryana

Registered Office:

Kamdhenu Ventures Limited

2nd Floor, Tower-A, Building No. 9, DLF Cyber City, Phase-III, Gurugram- 122002, Haryana, India Telephone No.: 0124-4604500 Email : cs@kamdhenupaints.com

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NOTES:

1. The Ministry of Corporate Affairs (‘MCA’) vide General Circular Nos. 14/2020 dated April 8, 2020, 17/2020 dated April 13, 2020, 22/2020 dated June 15, 2020, 33/2020 dated September 28, 2020, 39/2020 dated December 31, 2020, 10/2021 dated June 23, 2021, Circular No. 20/2021 dated December 8, 2021, Circular No. 3/2022 dated May 5, 2022, Circular No. 11/2022 dated December 28, 2022, Circular No. 09/2023 dated September 25, 2023 and Circular No. 09/2024 dated September 19, 2024 (collectively the ‘MCA Circulars’) and Securities Exchange Board of India vide SEBI Circular No. SEBI/HO/CFD/CMD1/CIR/P/2020/79 dated May 12, 2020, Circular No. SEBI/HO/CFD/CMD2/CIR/P/2021 /11 dated January 15, 2021, SEBI Circular No. SEBI/HO/CFD/CMD2/CIR/P/2022/62 dated May 13, 2022, SEBI/HO/CFD/PoD-2/P/CIR/2023/4 dated January 05, 2023 and SEBI/HO/CFD/PoD-2/P/CIR/2024/133 dated October 3, 2024 (collectively referred as ‘SEBI Circular’) (MCA Circulars and SEBI Circular collectively referred as ‘ Circulars’ ) permitted holding of General Meetings through VC/OAVM and have dispensed the physical presence of the members at the meeting. In compliance with the provisions of the Companies Act, 2013 (‘the Act’), SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’), and MCA Circulars, the present meeting is proposed to be convened through VC/OAVM. The facility of remote e-voting will be available during the prescribed time period before the meeting and through e- voting platform available during the meeting. In compliance with the General Circular No. 20/2020 issued by the MCA, item mentioned in special business in this EGM Notice are considered unavoidable and forms part of this Notice.

2. Since the EGM is being held in accordance with the Circulars through VC/OAVM, where physical attendance of members has been dispensed with and therefore, there is no requirement of appointment of proxies. Accordingly, the facility of appointment of proxies by members under Section 105 of the Act will not be available for the EGM, Accordingly, the Proxy Form, Attendance Slip and Route Map of the EGM are not annexed to the Notice.

3. Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 (as amended), the company has engaged the services of National Securities Depository Limited (NSDL) to provide remote e-voting facility before the meeting; and to provide e-voting platform during the meeting, in a secured manner. M/s Mas Services Ltd, a SEBI registered intermediary is appointed to provide a platform for convening the meeting through Video Conferencing; to handle and supervise the entire process of holding the meeting through Video Conferencing, e-voting, and processing of data relating to the meeting and voting, etc.

4. Notice of the meeting is being sent to all such Equity Shareholders who hold shares as on the closure of business hours on Friday, 23[rd] May, 2025 . Further, a person, whose name is recorded in the Register of Members of the Company or in the Register of Beneficial Owners maintained by the Depositories as on the Cut-off date i.e Friday, 13[th] June, 2025, shall only be entitled to cast their vote through Remote E-voting. A person who is not a Member as on Cut-off date will not be entitled to vote and should treat this Notice for information purpose only.

5. In compliance with the aforesaid circulars, the Notice of the EGM is being sent to the Members and all other persons so entitled in electronic mode only, whose email addresses are registered with the Company/Depositories. Members whose email address is not registered with the Company or with their respective Depository Participant(s), and who wish to receive the Notice of this EGM and all other communication sent by the Company, from time to time, can get their email address registered by following the steps as given below:

6. a. Members holding shares in physical form may send a scanned copy of a signed request letter in prescribed form ISR-1 available on the website of the Company, mentioning the folio number, complete address, email address to be registered along with scanned self-attested copy of the PAN and any document (such as Driving License, Passport, Bank Statement, AADHAR) supporting the registered address of the Member, by email to the Company’s email address at cs@kamdhenupaints.com or to the RTA at admin@skylinerta.com.

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• b. Members holding shares in demat mode may update the email address through their respective Depository Participant(s).

• The Board of Directors of the Company has appointed Mr. Rupesh Agarwal, Managing Partner (ACS 16302 & CP No. 5673) failing him Mr. Shashikant Tiwari, Partner, (FCS 11919 & CP No. 13050), failing him Mr. Lakhan Gupta, (FCS 12682 & CP No. 26704), Partner, Chandrasekaran Associates, Company Secretaries as the Scrutinizer to scrutinize the process for remote e-Voting and e-Voting at the EGM in a fair and transparent manner and they have communicated their willingness to be appointed and will be available for the same purpose.

• Institutional/Corporate Equity Shareholders (i.e. other than individuals/HUF, NRI, etc.) are required to send a scanned copy (PDF/ JPEG Format) of its Board Resolution or governing body Resolution/Authorisation, etc., authorizing its representative pursuant to Section 113 of the Act to attend the meeting and vote on its behalf. The said Resolution/Authorization may be sent to the Scrutinizer at rupesh@cacsindia.com/ shashikant@cacsindia.com/ lakhan@cacsindia.com.

• Instructions for attending the meeting through Video Conferencing; and for voting through remote e-voting process are given at the end of this notice.

• Voting may be made through remote e-voting which will be available during the prescribed time period before the meeting (as given below); or through e-voting platform which will be available during the meeting:

meeting:
Commencement of remote e-voting	Tuesday, 17th June, 2025 (09:00 A.M. IST)
End of remote e-voting	Thursday, 19th June, 2025 (05:00 P.M. IST)

1. All the Equity Shareholders will be entitled to attend the meeting through Video Conferencing. However, the Equity Shareholders who have already voted through the remote e-voting process before the meeting, will not be entitled to vote at the meeting again.

2. Equity Shareholders attending the meeting through video conferencing shall be counted for the purposes of reckoning the quorum.

3. In the case of joint holders, the Member whose name appears as the first holder in the order of names as per the Register of Members of the Company will be entitled to vote at the EGM.

4. Notice of the meeting, Explanatory Statement, and other documents are also being placed on the following website(s):

followingwebsite(s):
Particulars		Website
Kamdhenu Ventures Limited		www.kamdhenupaints.com
BSE Limited		www.bseindia.com
National Stock Exchange of India Limited		www.nseindia.com
National Securities Depository Limited (agency for providing the Remote e-Voting facility)		www.evoting.nsdl.com

1. All documents referred to in this Notice and the Explanatory Statement, and requiring Members’ approval, and such statutory records and registers, as are required to be kept open for inspection under the Companies Act, 2013, shall be electronically available for inspection. Members can inspect the same by sending an email to Mr. Nikhil Sukhija, Company Secretary & Compliance Officer of the Company at cs@kamdhenupaints.com

2. The Scrutinizer shall, immediately after the conclusion of the EGM, count the votes cast through e-Voting at the EGM, thereafter unblock the votes cast through remote e-Voting and make, not later than 2 (two) working days in terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 or 3 (Three) days in terms of the Act (whichever is earlier) from conclusion of the EGM, a consolidated

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Scrutinizer’s Report of the total votes cast in favour or against, if any, and submit the same to the Chairman or to a person authorized by the Chairman in writing who shall countersign the same.

1. The Results declared along with the report of the Scrutinizer shall be forwarded to the Stock Exchanges i.e. National Stock Exchange of India Limited and BSE Limited, where the shares of the Company are listed. The Results shall also be simultaneously be placed on the website of the Company at www.kamdhenupaints.com and on the website of NSDL at www.evoting.nsdl.com.

2. The Chairman or the person authorized by him in writing shall forthwith on receipt of the consolidated Scrutinizer’s Report, declare the Results of the voting and the date of passing of result on the resolutions shall deem to be the date of the EGM.

Instructions:

1. Pursuant to the Circulars abovementioned, physical attendance of the Members to the EGM venue is not required and general meeting be held through video conferencing (VC) or other audio visual means (OAVM). Hence, Members can attend and participate in the ensuing EGM through VC/OAVM.

2. Pursuant to Circular No. 14/2020 dated April 08, 2020, issued by the Ministry of Corporate Affairs, the facility to appoint a proxy to attend and cast vote for the members is not available for this EGM. However, the Body Corporates are entitled to appoint authorized representatives to attend the EGM through VC/OAVM and participate there at and cast their votes through e-voting.

3. The Members can join the EGM in the VC/OAVM mode 15 minutes before and after the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice. The facility of participation at the EGM through VC/OAVM will be made available for 1000 members on a first-comefirst-served basis. This will not include large Shareholders (Shareholders holding 2% or more shareholding), Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, Auditors etc. who are allowed to attend the EGM without restriction on account of first-come-first-served basis.

THE INSTRUCTIONS FOR MEMBERS FOR REMOTE E-VOTING AND JOINING EXTRA-ORDINARY GENERAL MEETING ARE AS UNDER :-

The remote e-voting period begins on Tuesday, 17[th] June, 2025 and ends on Thursday, 19[th] June, 2025. The remote e-voting module shall be disabled by NSDL for voting thereafter. The Members, whose names appear in the Register of Members / Beneficial Owners as on the cut-off date i.e. Friday, 13[th] June, 2025, may cast their vote electronically. The voting right of shareholders shall be in proportion to their share in the paid-up equity share capital of the Company as on the cut-off date, being Friday, 13[th] June, 2025.

- How do I vote electronically using NSDL e Voting system?

The way to vote electronically on NSDL e-Voting system consists of “Two Steps” which are mentioned below:

- Step 1: Access to NSDL e Voting system

- A) Login method for e Voting and joining virtual meeting for Individual shareholders holding securities in demat mode

• In terms of SEBI circular dated December 9, 2020 on e Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

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Login method for Individual shareholders holding securities in demat mode is given below:

Type of shareholders	Login Method	Login Method
Individual Shareholders holding securities in demat mode with NSDL.	1. 2. 3. 4. 5.	For OTP based login you can click onhttps://eservices.nsdl.com/SecureWeb/evoting/evotinglogin.jsp. You will have to enter your 8-digit DP ID,8-digit Client Id, PAN No., Verification code and generate OTP. Enter the OTP received on registered email id/mobile number and click on login. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name ore-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. ExistingIDeASuser can visit the e-Services website of NSDL Viz. https://eservices.nsdl.com either on a Personal Computer or on a mobile. On the e-Services home page click on the “Beneficial Owner”icon under “Login”which is available under‘IDeAS’section , this will prompt you to enter your existing User ID and Password. After successful authentication, you will be able to see e-Voting services under Value added services. Click on“Access to e-Voting”under e-Voting services and you will be able to see e-Voting page. Click on company name ore-Voting service provider i.e. NSDLand you will be re-directed to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. If you are not registered for IDeAS e-Services, option to register is available athttps://eservices.nsdl.com.Select“Register Online for IDeAS Portal” or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp Visit the e-Voting website of NSDL. Open web browser by typing the following URL:https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name ore- Voting service provider i.e. NSDLand you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. Shareholders/Members can also download NSDL Mobile App “NSDL Speede” facility by scanning the QR code mentioned below for seamless voting experience.

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Individual Shareholders holding securities in demat mode with CDSL		1. Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. Option will be made available to reach e-Voting page without any further authentication. The users to login Easi /Easiest are requested to visit CDSL website www.cdslindia.com and click on login icon & New System Myeasi Tab and then user your existing my easi username & password. 2. After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies where the evoting is in progress as per the information provided by company. On clicking the evoting option, the user will be able to see e-Voting page of the e-Voting service provider for casting your vote during the remote e-Voting period or joining a virtual meeting & voting during the meeting. Additionally, there is also links provided to access the system of all e-Voting Service Providers, so that the user can visit the e-Voting service providers’ website directly. 3. If the user is not registered for Easi/Easiest, option to register is available at CDSL websitewww.cdslindia.com and click on login & New System Myeasi Tab and then click on registration option. Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e-Voting link available on www.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e-Voting option where the evoting is in progress and also able to directly access the system of all e-Voting Service Providers.
Individual Shareholders (holding securities in demat mode) login through their depository participants		You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. upon logging in, you will be able to see e-Voting option. Click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL.

Login type	Helpdesk details
Individual Shareholders holding securities in demat mode with NSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request at evoting@nsdl.com or call at 022 - 4886 7000
Individual Shareholders holding securities in demat mode with CDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request at helpdesk.evoting@cdslindia.com or contact at toll free no. 1800-21-09911

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B) Login Method for e-Voting and joining virtual meeting for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode.

How to Log-in to NSDL e-Voting website?

1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.

2. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section.

3. A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen.

Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.

1. Your User ID details are given below the EVEN for EGM is 133796:

Manner of holding shares i.e. Demat (NSDL or CDSL) or Physical	Your User ID is:
a) For Members who hold shares in demat account with NSDL.	8 Character DP ID followed by 8 Digit Client ID. For example if your DP ID is IN300 and Client ID is 12 then your user ID is IN30012**.
b) For Members who hold shares in demat account with CDSL.	16 Digit Beneficiary ID For example if your Beneficiary ID is 12** then your user ID is 12**
c) For Members holding shares in Physical Form.	EVEN Number followed by Folio Number registered with the company For example if folio number is 001 and EVEN is 133796 then user ID is 133796001

1. Password details for shareholders other than Individual shareholders are given below:

2. a) If you are already registered for e-Voting, then you can user your existing password to login and cast your vote.

3. b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the ‘initial password’ which was communicated to you. Once you retrieve your ‘initial password’, you need to enter the ‘initial password’ and the system will force you to change your password.

4. c) How to retrieve your ‘initial password’?

   • (i) If your email ID is registered in your demat account or with the company, your ‘initial password’ is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open

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the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your ‘User ID’ and your ‘initial password’.

  - (ii) If your email ID is not registered, please follow steps mentioned below in **process for those shareholders whose email ids are not registered.**

1. If you are unable to retrieve or have not received the “ Initial password” or have forgotten your password:

2. a) Click on “ Forgot User Details/Password ?”(If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.

3. b) Physical User Reset Password ?” (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.

4. c) If you are still unable to get the password by aforesaid two options, you can send a request at evoting@nsdl.com mentioning your demat account number/folio number, your PAN, your name and your registered address etc.

5. d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.

6. After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.

7. Now, you will have to click on “Login” button.

8. After you click on the “Login” button, Home page of e-Voting will open.

- Step 2: Cast your vote electronically and join General Meeting on NSDL e Voting system.

1. After successful login at Step 1, you will be able to see all the companies “EVEN” in which you are holding shares and whose voting cycle and General Meeting is in active status.

2. Select “EVEN” of company for which you wish to cast your vote during the remote e-Voting period and casting your vote during the General Meeting. For joining virtual meeting, you need to click on “VC/OAVM” link placed under “Join Meeting”.

3. Now you are ready for e-Voting as the Voting page opens.

4. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on “Submit” and also “Confirm” when prompted.

5. Upon confirmation, the message “Vote cast successfully” will be displayed.

6. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.

7. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

General Guidelines for shareholders

1. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to shashikant@cacsindia.com with a copy marked to evoting@nsdl.com Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) can also upload their Board

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Resolution / Power of Attorney / Authority Letter etc. by clicking on "Upload Board Resolution / Authority Letter" displayed under "e-Voting" tab in their login.

1. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the “Forgot User Details/Password?” or “Physical User Reset Password?” option available on www.evoting.nsdl.com to reset the password.

2. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on toll free no.: 022 - 4886 7000 or send a request to Ms. Pallavi Mhatre, Senior Manager NSDL at evoting@nsdl.com.

Process for those shareholders whose email ids are not registered with the depositories for procuring user id and password and registration of e mail ids for e-voting for the resolutions set out in this notice :

1. In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) by email to cs@kamdhenupaints.com.

2. In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) to cs@kamdhenupaints.com . If you are an Individual shareholders holding securities in demat mode, you -

are requested to refer to the login method explained at step 1 (A ) i.e. Login method for e Voting and joining virtual meeting for Individual shareholders holding securities in demat mode .

1. Alternatively shareholder/members may send a request to evoting@nsdl.com for procuring user id and password for e-voting by providing above mentioned documents.

2. In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are required to update their mobile number and email ID correctly in their demat account in order to access e-Voting facility.

THE INSTRUCTIONS FOR MEMBERS FOR e-VOTING ON THE DAY OF THE EGM ARE AS UNDER:-

1. The procedure for e-Voting on the day of the EGM is same as the instructions mentioned above for remote e-voting.

2. Only those Members/ shareholders, who will be present in the EGM through VC/OAVM facility and have not casted their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting system in the EGM.

3. Members who have voted through Remote e-Voting will be eligible to attend the EGM. However, they will not be eligible to vote at the EGM.

4. The details of the person who may be contacted for any grievances connected with the facility for e- Voting on the day of the EGM shall be the same person mentioned for Remote e-voting.

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INSTRUCTIONS FOR MEMBERS FOR ATTENDING THE EGM THROUGH VC/OAVM ARE AS UNDER:

1. Member will be provided with a facility to attend the EGM through VC/OAVM through the NSDL e-Voting system. Members may access by following the steps mentioned above for Access to NSDL e-Voting system . After successful login, you can see link of “VC/OAVM” placed under “Join meeting” menu against company name. You are requested to click on VC/OAVM link placed under Join General Meeting menu. The link for VC/OAVM will be available in Shareholder/Member login where the EVEN of Company will be displayed. Please note that the members who do not have the User ID and Password for e-Voting or have forgotten the User ID and Password may retrieve the same by following the remote e-Voting instructions mentioned in the notice to avoid last minute rush.

2. Members are encouraged to join the Meeting through Laptops for better experience.

3. Further Members will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.

4. Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio/Video loss due to Fluctuation in their respective network. It is therefore recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.

5. Members, who would like to express their view/ ask questions during the EGM with regard to matters to be placed at the EGM, may register themselves as a Speaker by sending their request from their registered email address mentioning their name, DP ID and Client ID number/ folio number and mobile number, to reach the Company’s email address at cs@kamdhenupaints.com at least by Wednesday, 18[th] June, 2025 . Those members who have pre-registered themselves as a speaker will be allowed to express their view/ ask questions during the EGM, depending upon the availability of time.

6. When a pre-registered speaker is invited to speak at the meeting, but he/ she does not respond, the next speaker will be invited to speak. Accordingly, all speakers are requested to get connected to a device with a video/ camera along with good internet speed. The Company reserves the right to restrict the number of questions and number of speakers, as appropriate, to ensure the smooth conduct of the EGM.

7. Shareholders who would like to express their views/have questions may send their questions in advance mentioning their name demat account number/folio number, email id, mobile number at cs@kamdhenupaints.com latest by Wednesday, 18[th] June, 2025 . The same will be replied by the company suitably.

By Order of the Board of Directors For Kamdhenu Ventures Limited Sd/Nikhil Sukhija Company Secretary & Compliance Officer M. No.: A66209

Date: 15[th] May, 2025 Place: Gurugram, Haryana

Registered Office:

Kamdhenu Ventures Limited 2nd Floor, Tower-A, Building No. 9, DLF Cyber City, Phase-III, Gurugram- 122002, Haryana, India Telephone No.: 0124-4604500 Email : cs@kamdhenupaints.com

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EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013, SETTING OUT MATERIAL FACTS OF SPECIAL BUSINESS AS SET OUT IN ITEM NO. 1.

ITEM NO. 1:

APPOINTMENT OF M/S. DSP & ASSOCIATES, CHARTERED ACCOUNTANTS, AS STATUTORY AUDITORS OF THE COMPANY, TO FILL THE CASUAL VACANCY CAUSED DUE TO RESIGNATION OF M/S. M C BHANDARI & CO., CHARTERED ACCOUNTANTS TILL THE CONCLUSION OF ENSUING ANNUAL GENERAL MEETING

M/s. M C Bhandari & Co., Chartered Accountants (FRN 303002E), Statutory Auditors of the Company were appointed as the Statutory Auditors of the Company in 3[rd] Annual General Meeting of the Company to hold office upto the conclusion of 8[th] Annual General Meeting of the Company. However, M/s. M C Bhandari & Co., Chartered Accountants, vide their letter dated 9[th] May, 2025, have resigned as the Statutory Auditors of the Company due to lower Audit Fees as compared to the cost involved. This has resulted into a casual vacancy in the office of Statutory Auditors of the Company as envisaged by Section 139(8) of the Companies Act, 2013. Further, as per the provisions of Section 139 (8) of the Companies Act, 2013, Casual vacancy caused by the resignation of auditor shall be approved by the shareholders in General Meeting within three months from the date of recommendation of the Board of Directors of the Company.

Accordingly, Audit Committee and Board of Directors of the Company at their respective meetings held on 15[th] May, 2025, recommended the appointment of M/s. DSP & Associates, Chartered Accountants, (ICAI Firm Registration No. 006791N), as the Statutory Auditors of the Company to fill the casual vacancy caused due to the resignation of M/s. M C Bhandari & Co., Chartered Accountants, to hold office as the Statutory Auditors of the Company from the conclusion of this Extra Ordinary General Meeting until the conclusion of the ensuing Annual General Meeting.

Profile of M/s. DSP & Associates, is as under :

M/s. DSP & Associates, which was established in 1987 and has more than 28 years of experience in providing audit, tax and advisory services. The firm is having 4 offices in all over India including its office at B-2/3-4, Ramesh Nagar, Near Metro Pillar No. 367 New Delhi – 110015 and they have 12 partners.

The Audit Committee and the Board considered their eligibility, capability to serve the given business of the Company, market standing of the firm, clientele served, technical knowledge etc. and found M/s.DSP & Associates, Chartered Accountants, best suited for the Company. They have further confirmed that they are not disqualified to be appointed as statutory auditors in terms of the provisions of the proviso to Section 139 & 141 of the Act and the provisions of the Companies (Audit and Auditors) Rules, 2014.

M/s. DSP & Associates, Chartered Accountants, have been subjected to peer review process by the Institute of Chartered Accountants of India and has received a Certificate of Peer Review which is currently valid till 31[st] August, 2027. M/s. DSP & Associates, Chartered Accountants, and have also conveyed their consent for being appointed as the Statutory Auditors of the Company along with a confirmation that, their appointment, if made by the members, would be within the limits prescribed under the Companies Act, 2013 and shall satisfy the criteria as provided under section 141 of the Companies Act, 2013.

The Board was of the view that M/s. DSP & Associates, Chartered Accountants, have sufficient experience and expertise to perform their duties as the statutory auditors.

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Disclosure under Regulation 36(5) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is as under:

Proposed Fees: The Audit Committee and the Board has proposed a remuneration of Rs. 2,10,000 (Rupees Two Lakh and Ten Thousand Only) Per Annum plus applicable taxes and out of pocket expenses as may be mutually agreed between the Company and the Statutory Auditors. However, the Board and audit committee thereof be given the power to alter and vary the terms and conditions including revision in remuneration.

Term of appointment: To fill the casual vacancy caused by the resignation of M/s. M.C. Bhandari & Co., Chartered Accountants and to hold office as the Statutory Auditors of the Company from the conclusion of this Extra Ordinary General Meeting until the conclusion of the ensuing Annual General Meeting

In case of a new auditor, any material changes in the fee payable to such auditor from that paid to the outgoing auditor along with the rationale for such change: No material change in the remuneration proposed to be paid to M/s. DSP & Associates, Chartered Accountants, for their appointment as Statutory Auditors’.

Basis of recommendations and Credentials: The Board of Directors and the Audit Committee, at their respective meetings held on 15[th] May, 2025, have considered various parameters like audit experience across the industries, market standing of the firm, clientele served, technical knowledge etc., and found that M/s. DSP & Associates, Chartered Accountants, is suitable for this appointment and accordingly, recommended the same.

None of the Directors or Key Managerial Persons of the Company (including their relatives) are concerned or interested in the said resolution, except to the extent of shareholding, if any.

The Board of Directors recommends the resolution for approval of the members by way of Ordinary Resolution.

By Order of the Board of Directors For Kamdhenu Ventures Limited

Sd/Nikhil Sukhija Company Secretary & Compliance Officer M. No.: A66209

Date: 15[th] May, 2025 Place: Gurugram, Haryana

Registered Office:

Kamdhenu Ventures Limited 2nd Floor, Tower-A, Building No. 9, DLF Cyber City, Phase-III, Gurugram- 122002, Haryana, India Telephone No.: 0124-4604500 Email : cs@kamdhenupaints.com

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