Kamdhenu Ventures Ltd Forensic Report - SOIC x StockScans Report

as of Sep 2026

Kamdhenu Ventures' five-year record shows a listed holding company whose reported profits have not been backed by operating cash, whose capital has been repeatedly channelled into a single wholly owned subsidiary, and whose auditor has resigned twice in three years. The paint business it holds has seen returns collapse from 10.36% to 2.17% ROCE, while the listed entity itself employs just three people and pays no director remuneration. The governance pattern is consistent: promoter control over pay, capital flows, and the board, all disclosed but concentrated.

Key findings

  1. Operating cash flow has not backed reported profit, while ₹65.25 crore of QIB equity went into working capital and a subsidiary Major - Over FY2022-FY2026, cumulative CFO was ₹-3 crore against cumulative PAT of ₹9 crore, a CFO/(PAT−other income) ratio of -0.50x. ROCE fell from 10.36% in FY2024 to 6.30% in FY2025 to 2.17% in FY2026, and the Paint segment's PBIT margin dropped from 5.56% to 0.55% over the same period. The ₹65.25 crore QIP raised in FY2023-24 was used to redeem preference shares, fund working capital at subsidiary Kamdhenu Colour and Coatings, and reduce debt, not to return cash to shareholders.
  2. Capital flows repeatedly to subsidiary Kamdhenu Colour and Coatings, while promoter entity Kamdhenu Limited funds the parent via warrants Major - Kamdhenu Ventures invested ₹57.76 crore in preference shares of its wholly owned subsidiary in FY2023-24, with a put option that remained unexercised as at 31 March 2025. On 11 November 2025, the Board approved a ₹42.50 crore corporate guarantee for subsidiary borrowings from Indian Bank, and in April 2026 it subscribed ₹13.01 crore to a subsidiary rights issue. Meanwhile, Kamdhenu Limited (promoter group) was allotted 2,96,45,000 convertible warrants at ₹6.80 each, with 1,50,00,000 still outstanding as at 31 March 2026.
  3. Promoter family controls the board and pay, with MD remuneration raised 67% and routed through the subsidiary Major - Shri Saurabh Agarwal's remuneration as Managing Director was revised from ₹2.88 crore to ₹4.80 crore per annum, effective 1 June 2025, approved by shareholders on 24 April 2025. The amount is paid by subsidiary Kamdhenu Colour and Coatings, not by the listed company, which had only 3 permanent employees as at 31 March 2026. All three directors are relatives under the Companies Act, and the special resolution passed with promoter votes of 136,606,660 all in favour against just 121,371 votes against.
  4. Reported debt is minimal, but economic obligations sit in guarantees, subsidiary borrowings, and pending warrants Major - The standalone company had no bank borrowings as at the FY2023-24 balance sheet date. But the consolidated group's GECL 2.0 loan was secured by charges over current and fixed assets and a mortgage on factory land, while working capital loans carried personal guarantees of whole-time directors and a corporate guarantee of Kamdhenu Limited. On 19 Feb 2026, the company proposed a preferential issue of convertible warrants to raise up to ₹20,15,86,000, stating it has no operating business of its own and functions primarily as a holding company of KCCL.
  5. Two statutory auditor resignations in three years, the second over a refused fee increase Major - M/s B S D & Co resigned on 14 June 2022 citing pre-occupations, and M/s M.C. Bhandari & Co. was appointed in July 2022. M.C. Bhandari requested a fee revision on 6 May 2025; the Audit Committee and Board declined on 8 May 2025; the auditor resigned the next day citing "lower Audit Fees as compared to the cost involved". M/s DSP & Associates was appointed on 15 May 2025 and confirmed at the EGM on 20 June 2025.
  6. The demerger scheme's accounting created a non-distributable reserve, while deferred tax assets were not recognised and a one-time reversal flattered Q4 FY25 Major - The surplus on the demerger of Kamdhenu Limited's paint business was credited to Other Reserve and is not available for distribution as dividend. Deferred tax assets on FY2022-23 losses were not recognised because sufficient taxable profit was not probable. In Q4 FY25, management stated that excluding a one-time credit loss reversal, PBT growth was 26% year-on-year, while reported PBT was flat.
  7. Exchange fines for compliance lapses are small, but the UPSI policy now flags forensic audits, and an 80% share-price collapse prompted an FIR with no details Minor - NSE imposed a fine of ₹89,680 for non-appointment of a qualified Company Secretary, rejecting the waiver application on 8 July 2026; BSE imposed the same fine on 5 June 2026, with a waiver application filed on 15 June 2026. On 26 May 2026, the company amended its UPSI policy to include forensic audits and regulatory actions as price-sensitive information. In the Q4 FY25 earnings call, management attributed a share-price decline of over 80% to "foul play and social media messages" and said an FIR had been filed, without disclosing details.
  8. Revenue is concentrated in North and East India, while receivables days have risen with minimal provisioning Minor - The dealer network of over 4,400 dealers is concentrated in North India (25%) and East India (38%), driving 40% and 33% of revenue respectively in FY2024-25. Receivable days rose from 180 in FY2023-24 to 189 in FY2024-25 and 219 in FY2025-26. Provision for doubtful trade receivables was Nil in FY2025-26, with all trade receivables considered good.

What to watch

Bottom line: This is a disclosed record of a holding company whose economics run through one subsidiary, funded by a mix of QIB equity, promoter warrants, and subsidiary-level bank debt secured by group guarantees. The risk is concentration, of capital, of pay, and of operations, in Kamdhenu Colour and Coatings, alongside an auditor relationship that has broken twice. Watch whether the outstanding warrants convert, whether the put option on the preference shares is exercised, and whether the FIR details ever surface.