DIRECTORS' REPORT

Your Board of Directors present the Company's Annual Report together with the Audited Financial Statements of
your Company for the financial year ended 31st March 2026

1. FINANCIAL HIGHLIGHTS AND STATE OF AFFAIRS OF COMPANY'S AFFAIRS

(a) Financial Highlights and Operational Overview

The performance of your Company for the Financial Year ended on 31^st March, 2026 is summarized below:

(b) State of Company Affairs as on March 31, 2026

The Company is engaged to to carry on the business of designing, developing, licensing, maintaining, and supporting
Artificial Intelligence (AI) powered software solutions in India and around the globe and to undertake research and
development in the field of Aland machine learning for the purpose of creating innovative software solutions,
provide consultancy services related to Al implementation, integration, and application across various industries,
acquire, hold, sell, lease, or otherwise deal in intellectual property rights related to Al software solutions.

During the financial year 2025-26 total revenue collected by the company is Rs.4,51,10,310/- as against Rs.
177,18,250/- in the previous year 2024-2025. Further, the company has incurred a net loss of Rs (42,54,330/-) as
compared to net loss of Rs. (2,39,26,350/-) in the previous year 2024-2025. Barring unforeseen circumstances, your
company will perform better in the current year.

2. Capital Structure

The Authorized Share Capital as at 31^st March, 2026 stood at Rs. 21,00,00,000/- (Rupees Twenty-One Crores Only)
divided into 19000000 (One Crores Ninety Lakhs) Equity Shares of 10/- (Rupees Ten Only) and 2000000 (Twenty
Lakhs) Preference shares of 10/- (Rupees Ten Only). During the year under review, there was no change in the
Authorized Share Capital of the Company.

The Paid-up Share Capital as at 31^st March, 2026 stood at Rs 3,18,29,560/- (Rupees Three Crores Eighteen Lacs
Twenty-Nine Thousand Five Hundred Sixty only) divided into 31,82,956 (Thirty-One Lacs Eighty-Two Thousand
Nine Hundred Fifty-Six only) Shares out of which 11,82,956 (Eleven Lacs Eighty-Two Thousand Nine Hundred Fifty-

Six only) Equity Shares and 20,00,000 (Twenty Lacs only) Preference Shares.

Changes during the financial year in Capital Structure

During the year under review, there was no change in the capital structure of the Company. The paid-up share capital
of the Company as on 31st March, 2026 stood at Rs. 3,18,29,560/- (Rupees Three Crores Eighteen Lacs Twenty-Nine
Thousand Five Hundred Sixty only) Shares of Rs. 10/- each out of which 11,82,956 (Eleven Lacs Eighty-Two
Thousand Nine Hundred Fifty-Six only) Equity Shares and 20,00,000 (Twenty Lacs only) Preference Shares.

3. Transfer to Reserves

During the year under review, your Company has not transferred any amount to General Reserve choosing instead
to allocate resources toward opportunities that may foster growth and resilience in the future. The decision reflects
a careful consideration of our current needs and a strategic approach.

4. Dividend

The Board of Directors has decided not to declare any dividend for the financial year 2025-26 in order to maintain
liquidity of funds. The Board assures you to present a much strong financial statements in upcoming years.

5. Loans, Guarantees and Investments

The particulars of loans given, investments made, guarantees given and securities provided along with the purpose
for which the loan or guarantee or security is proposed to be utilised as per the provisions of Section 186 of the Act
are provided in the financial statements for the financial year ended 31^st March, 2026. (Please refer to Notes to the
financial statements). Financial Statements are self-explanatory in nature.

6. Material changes and commitments, if any, affecting the financial position of the company which have
occurred between the end of the financial year of the company to which the financial statements relate
and the date of the report

No Material changes and commitments affecting the financial position of the company have occurred between the
end of the financial year of the company to which the financial statements relate and the date of the report.

7. Significant & Material Orders passed by the Regulators or Courts or Tribunals.

1. During the year under review, the BSE Limited (“the Exchange”) has imposed the SOP fine of Rs. 1,07,380/- for
Noncompliance of Regulation 6 of SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015 w.r.t.
Appointment of Compliance Officer within the prescribed timeline in First quarter of 2024. The Company had paid entire
amount of the fine on 27^th July 2026 to the Exchange ensuring compliances with the regulatory requirement.

2. On April 4, 2025, the Bombay Stock Exchange (BSE) issued a notice informing that the Company's securities have
been placed under Graded Surveillance Measure (GSM 4), effective April 7, 2025.

Following a thorough review, our management has decided to initiate legal proceedings by filing a writ petition
challenging this arbitral action of the BSE in Delhi High Court through our senior Advocate Sh. Kapil Sibal.

On 9 April 2025, the company filed Writ Petition (Civil) No. 4633/2025 before the Hon'ble Delhi High Court
against BSE Limited through Senior Advocate Shri Kapil Sibal. During the proceedings, the Court issued notice to the
respondents and considered the issue of territorial jurisdiction over multiple hearings.

On 9 June 2025, the Delhi High Court dismissed the writ petition solely on the ground of lack of territorial jurisdiction,
while granting the company liberty to approach the jurisdictionally appropriate High Court. Pursuant to this liberty, the
company-initiated Writ Petition No. 2966 of 2025 before the Hon'ble Bombay High Court. Subsequently, BSE issued a
notice dated 5 August 2025 informing that the company's securities would be removed from GSM Stage 4 with effect from
6 August 2025.

In view of the withdrawal of the GSM restrictions, the company decided to withdraw its writ petition before the Bombay
High Court. The Hon'ble Bombay High Court permitted the withdrawal on 17 September 2025, thereby concluding the
legal proceedings. The company subsequently made the necessary regulatory disclosures, including clarifying that it
informed the stock exchange immediately upon becoming aware of the uploaded court order, while reiterating its
commitment to corporate governance, transparency, and compliance with applicable laws and regulations.

Management Commitment: Our management is in believe that this action is necessary to safeguard the interests
of the Company and its stakeholders. Our objective is to uphold the integrity of our operations and protect
stakeholder rights. We want to assure our shareholders that we are committed to navigating this matter diligently
and effectively. Our aim is to resolve these issues in a manner that upholds our company's reputation and aligns
with our long-term strategic goals.

8. CHANGES IN THE NATURE OF BUSINESS

During the reporting period, there is no change in the nature of business of the company.

9. PUBLIC DEPOSIT

During thereporting period, your Company has not accepted any deposits from the public in terms of the provisions
of Chapter V of the Companies Act, 2013

10. REGULATORY STATEMENT

In conformity with the provision of Regulation 34 of SEBI (Listing Obligations Disclosure Requirements),
Regulations, 2015, the required disclosures for the year ended 31^st March, 2026 are annexed hereto.

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL

As on 31^st March, 2026, your Company's Board has five members. This includes two Executive Directors one of
whom is Managing Director, one Non-Executive Non-Independent Director and two Non-Executive Independent
Director one of whom is Woman Independent Director. The details of which were fully set forth in the Corporate
Governance Report, annexed to this Annual Report.

A. CHANGES IN BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
CHANGES IN BOARD OF DIRECTORS

During the Financial Year ended 31^st March, 2026, the following changes were made in the Board of Directors of the
Company:

Appointments

1. On the recommendation of Nomination and Remuneration Committee (“NRC”) and in terms of the provisions of
the Act, the Board had appointed;

a) Mr. Santosh Kumar Kushawaha (DIN:02994228) as an Additional Director (Non-Executive Non Independent) of
the Company w.e.f. 05^th August, 2025. (*)

(*) The aforementioned appointments of Mr. Santosh Kumar Kushawaha, and Change in designation of Mr. Deva
Ram from Non-Executive Director to Executive Director were approved by the Members through Postal Ballot dated
18^th July, 2024 for which the remote e-voting period were commenced from Friday, 12 ^th September, 2025 and ended
on Sunday, 14^th September, 2025.

In the opinion of the Board, the Independent Directors appointed during the year, possess requisite integrity,
expertise, experience and proficiency.

Cessations

a) Mr. Santosh Kumar Kushawaha had resigned from the office of Executive Director of the Company w.e.f. 30^th June,
2025.

b) Mr. Prashant Sethi had resigned from the office of Additional Director of the Company w.e.f 05.08.2025

Further, all the Directors has confirmed that there is no other reasons apart from those mentioned in the resignation
letter and as intimated to the Bombay Stock Exchange from time to time respectively.

B. CHANGE IN KEY MANAGERIAL PERSONNEL

The following changes were made in the Key Managerial Personnel of the Company during the Financial Year ended
31 March, 2026;

Appointments

On recommendation of Nomination and Remuneration Committee and Audit Committee, the Board has appointed

1) Ms. Ayushi Sinha as Chief Financial Officer of the Company with effect from 30^th May, 2025.

2) Ms. Naina Soni, as Company Secretary and Compliance Officer of the Company with effect from 30^th May, 2025.
Cessations

1) Mr. Raman Kumar, Chief Financial Officer (CFO) of the Company has resigned from his office with effect from
30^th May, 2025.

2) Mr. Bhag Chand Sharma, Company Secretary and Compliance Officer resigned from his office with effect from
30^th May, 2025.

3) Ms. Naina Soni,, Company Secretary and Compliance Officer resigned from his office with effect from 02^nd
December, 2025.

Changes occurred after the closure of the Financial Year 2024-25:

A. On recommendation of Nomination and Remuneration Committee and Audit Committee, the Board at its meeting
held on 30^th May, 2025 has appointed:

• Mr. Harshal Kumar Agarwal, as Company Secretary and Compliance Officer of the Company with effect from ^th
May, 2026.

• Change in designation of Mr. Deva Ram from Executive Director to Managing Director with effect from 30^th May,
2026.

Further, they have confirmed that there is no other material reasons apart from those mentioned in the resignation
letter and as intimated to the Bombay Stock Exchange for their resignation from the Company.

C. RETIRE BY ROTATION

Pursuant to Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Santosh
Kumar Kushawaha (DIN:02994228) is liable to retire by rotation at this Annual General Meeting and being eligible
offers himself for re-appointment.

D. MEETING OF INDEPENDENT DIRECTORS

The Independent Directors of the Company met one time during the year where all the independent directors were
present under the requirement of the Companies Act, 2013. The Meeting of Independent Directors was held on 20^th
August, 2025.

E. DECLARATION OF INDEPENDENCE BY THE INDEPENDENT DIRECTORS AND STATEMENT ON
COMPLIANCE OF CODE OF CONDUCT

The Company has received declarations from each Independent Director of the Company confirming that they met
with the criteria of independence as laid down in sub-section (6) of Section 149 of the Companies Act, 2013 and

under Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The
Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Act.
The Board is in the opinion that the directors of the company (including independent directors) are of integrity,
expertise and experience (including the proficiency) who was appointed during the financial year. The Board has
received declarations from every director about the Compliance of Company's Code of Conduct,

F. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

A policy on familiarization program for independent directors has also been adopted by the Company. All new
Independent Directors inducted to the Board are presented with an overview of the Company's business operations,
products, organization structures and about the Board Constitutions and its procedures. Framework for
Familiarization Programme for the Independent Directors and the details of Familiarization Programme imparted
to Independent Directors are made available on the website of the Company athttps://kairosoft.ai/shareholder-
info/

G. KEY MANAGERIAL PERSONNEL OF THE COMPANY

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on the date of
this report are;

1) Mr. Deva Ram - Managing Director

2) Mr. Harshal Kuamr Agarwal- Company Secretary and Compliance Officer and;

3) Ms. Ayushi Sinha- Chief Financial Officer

H. ATTRIBUTES, QUALIFICATIONS AND APPOINTMENT OF DIRECTORS

The Nomination and Remuneration Committee has adopted the attributes and qualifications as provided in Section
149(6) of the Act and Rule 5 of the Companies (Appointment and Qualification of Directors) Rules, 2014, in respect
of Independent Directors. The Committee has also adopted the same attributes and qualifications, to the extent
applicable, in respect of Non-Independent Directors. All the Non-Executive Directors of the Company fulfil the fit
and proper criteria for appointment as Directors. Further, all Directors of the Company, other than Independent
Directors are liable to retire by rotation. One-third of the Directors who are liable to retire by rotation, retire every
year and are eligible for re-election.

I. REMUNERATION POLICY

The Board, on the recommendation of the Nomination and Remuneration Committee, approved the Remuneration
Policy for the Directors, Key Managerial Personnel and other employees of the Company, a copy of which is available
on the website of the Company athttps://kairosoft.ai/shareholder-info/and attached herewith the Report and
marked as ANNEXURE-I

J. BOARD PERFORMANCE EVALUATION

The Board carried out formal annual evaluation of its own performance and that of the individual Directors as also
functioning of the Board Committees pursuant to the provisions of Companies Act, 2 013, SEBI ((Listing Obligations
and Disclosures Requirements) Regulations, 2015) and the Guidance Note on Board Evaluation issued by the
Securities and Exchange Board of India on January 5, 2017, as required in terms of Section 134 (3) (p) of the Act.
The performance evaluation of the Board, its committees and individual Directors was based on criteria approved
by the Nomination and Remuneration Committee. The Directors expressed their satisfaction with the overall
evaluation process. In the separate meeting of Independent directors, performance of non-independent directors,
the Chairman of the Board and the board as a whole was evaluated, taking into account the views of executive
directors and non-executive directors.

12. NUMBER OF BOARD MEETINGS

During the year ended 31 March, 2026, the Board met 6 (Six) times. The Intervening gap between the Meetings was
within the period prescribed under the Companies Act, 2013 (the “Act”). Required quorum was present throughout
each meeting as per the requirement of the said Act .

13. BOARD COMMITTEE AND MEETINGS

As on 31^st March, 2026, the Company 3 (Three) Board Committees with the following members:

CHANGES OCCURRED IN COMMITTEES OF BOARD: Please refer Corporate Governance Report, which forms
part of this Report

THE DETAILS OF THE AUDIT COMMITTEE MEETING HELD DURING THE YEAR ARE AS FOLLOWS: During the
year ended 31st March, 2026, 5 (Five) Meetings of the Committee were held on:

THE DETAILS OF THE NOMINATION AND REMUNERATION COMMITTEE MEETING HELD DURING THE YEAR
ARE AS FOLLOWS:

During the year ended 31st March, 2026, 4 (Four) Meetings of the Nomination and Remuneration Committee were
held on:

THE DETAILS OF THE STAKEHOLDER'S RELATIONSHIP COMMITTEE MEETING HELD DURING THE YEAR ARE
AS FOLLOWS;

During the year ended 31st March, 2026, 2 (Two) meetings of Stakeholder's Relationship Committee were held on:

14. DIRECTORS' RESPONSIBILITY STATEMENT

As required under Section 134(5) of the Act, your Board of Directors to the best of their knowledge and ability
confirm that:

1) in the preparation of the Annual Accounts, the applicable Accounting Standards had been followed with proper
explanation relating to material departures, if any;

2) 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 and loss of the Company for that period;

3) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance
with the provisions of the Act for safeguarding the assets of your Company and for preventing and detecting
fraud and other irregularities;

4) they have prepared the Annual Accounts on a going concern basis;

5) they have laid down internal financial controls to be followed by the Company and such internal financial
controls are adequate and were operating effectively.

6) proper systems have been devised to ensure compliance with the provisions of all applicable laws and such
systems are adequate and operating effectively.

15. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

As at 31 March, 2026 the Company does not have any subsidiary, associate or joint venture. Hence, Form AOC-1 is
Not Applicable.

16. LISTING INFORMATION

The Equity Shares of the Company are presently listed on BSE Limited and Annual listing fee for the financial year
2025- 26 has been duly paid.

17. DEMATERIALIZATION OF SHARES

The securities of the Company are admitted with NSDL and CDSL, the ISIN allotted to the Company is
INE820M01018.

18. DETAILS OF INVESTOR'S GRIEVANCES/ COMPLAINTS

During the financial year ended March 31, 2026, the Company received and resolved 1 investor complaint during
the year. As of March 31, 202 6, there were no pending complaints registered with SEBI, and no outstanding requests
for share transfers or dematerialization of shares.

19. CORPORATE GOVERNANCE

The provision of Regulation 27 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is
applicable to Company and thus the Corporate Governance Report, enclosed as “ANNEXURE- II”forms part of this
Report.

20. CORPORATE SOCIAL RESPONSIBILTY

During the year under review, your Company does not touch the threshold limit as per the provisions of Section 135
of the Companies Act,2013, accordingly the Company does not require to meet out the Compliance requirement as
stipulated under Section 135 of the Companies Act, 2013.

21. PARTICULARS OF EMPLOYEES:

Disclosure on remuneration pursuant to Section 197 of the Companies Act, 2013 read with Rule 5 (1) of the
Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014:

There are no employees drawing remuneration in excess of the limits set out in the said Rules during the financial
year. Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies
Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 are as follows:

*ID- Independent Director; ED-Executive Director; NED- Non-Executive Director; CFO- Chief Financial Officer; CS-
Company Secretary

Percentage increase in Median remuneration of employees in financial year 2025-26: Nil
Number of permanent employees on rolls of the Company as on 31st March, 2026: 10

Average percentile increases already made in the salaries of employees other than the Managerial Personnel in the
last financial year and its comparison with the percentile increase in the managerial remuneration and justification
thereof: During the financial year 2025-26, the average percentile increase in the salaries of employees other than

managerial personnel was 58%. The remuneration of managerial personnel remained unchanged during the year,
and accordingly, there was no increase in the remuneration of the Managing Director, Whole-time Directors and
CEO. The increase in Salaries of employees was based on: The increase in salaries was based on individual
performance, annual appraisal process, market benchmarks, and business requirements.

Average remuneration increase for Non-Managerial Personnel of the Company during the financial year was:

There was no increase in remuneration of any non-managerial personnel during the year.

22. Disclosure under Section 22 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013:

The Company provides a gender friendly workplace, during the year under review, there were no cases filed
pursuant to Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The
company has complied with provisions relating to the constitution of Internal Complaints Committee under the
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Company has not received any complaints of work place complaints, including complaints on sexual harassment
during the year under review

Disclosure on remuneration pursuant to Section 197 of the Companies Act, 2013 read with Rule 5 (1) of the
Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014

Your Company has zero tolerance towards any action on the part of any executive which may fall under the ambit
of 'Sexual Harassment' at workplace and is fully committed to uphold and maintain the dignity of every woman
executive working in your Company. The Sexual Harassment Policy provides for protection against sexual
harassment of women at workplace and for prevention and redressal of such complaints. During the year under
review, there were no complaints pending as on the beginning of the financial year and no new complaints were
filed during the financial year under review.

23. Statement With Respect to Compliance of Provisions Relating to The Maternity Benefit Act 1961

The Company declares that it has duly complied with the provisions of the Maternity Benefit Act, 1961. All eligible
women employees have been extended the statutory benefits prescribed under the Act, including paid maternity
leave, continuity of salary and service during the leave period, and post-maternity support such as nursing breaks
and flexible return-to-work options, as applicable. The Company remains committed to fostering an inclusive and
supportive work environment that upholds the rights and welfare of its women employees in accordance with
applicable laws.

24. Particulars of Energy Conservation, Technology Absorption and Foreign Exchange Earning And Outgo

Considering the long-term sustainability goals, Your Company has adopted a triple bottom line approach that
focuses on economic, environmental, and social returns. This approach has heightened the Company's
environmental consciousness, leading to a commitment to minimize carbon footprint and greenhouse effects. While
the Company's operations may not be energy-intensive, the management recognizes the importance of energy
conservation at all levels and seeks to utilize alternative energy sources. Strict norms are followed to conserve
energy, and the Company is dedicated to maintaining an eco-friendly environment within the company. Your
Company does not currently have any Technology Agreement.

1. CONSERVATION OF ENERGY

a. Steps taken on conservation of energy and impact thereof: Efforts to conserve electricity by operating only
necessary lights, fittings and fixtures were made during the financial year 2025-26.

b. Steps taken by the company for utilizing alternate sources of energy: Nil

c. Capital investment on energy conservation equipment: Nil

2. TECHNOLOGY ABSORPTION

a. Efforts, in brief, made towards technology absorption and benefits derived as a result of the above
efforts, e.g. product improvement, cost reduction, product development, import substitution, etc: Nil

b. No technology was/were imported during the last 3 years reckoned from the beginning of the financial
year

c. Expenditure incurred on research and development - Nil

3. FOREIGN EXCHANGE EARNINGS AND OUTGO

There were no foreign exchange earnings or outflow during the Financial Year 2025-26

25. HEALTH, SAFETY AND ENVIRONMENT:

Safety and occupational health responsibilities are integral to your company's business process. Safety is a key
performance indicator and your company is committed to ensuring zero harm to its employees, to any person in the
company premises and to the community. The company is continuously focusing on improved training, new
initiatives, your company is also focusing on environment protection policy.

26. MANAGING DIRECTOR AND CHIEF FINANCIAL OFFICER (CFO) CERTIFICATION

As required under the Listing Regulations, the Managing Director and the CFO of the Company have certified the
accuracy of financial statements for the financial year 2025-26 and adequacy of internal control systems for financial
reporting for the said year, which is appended to this Report.

27. INTERNAL FINANCIAL CONTROLS

Your Company has a system in place to ensure that financial and operational information is recorded properly and
that it complies with all internal controls, regulations, and statutes. The internal financial control systems and
procedures are appropriate for the Company's size and type of business. The goal of these procedures is to ensure
the efficient use and protection of the Company's resources, the accuracy of financial reporting, and compliance with
statutes and Company procedures. The existing system ensures the orderly and efficient conduct of business,
including adherence to Company policies, the protection of assets, the prevention and detection of fraud and errors,
the accuracy and completeness of accounting records, and the timely preparation of reliable financial information.
There were no instances of fraud during the year under review.

Your Company has adequate internal financial controls in place with respect to the financial statements. These
controls were tested during the year and no material weaknesses in design or operation were found. The internal
financial control systems and procedures and their effectiveness are audited and reviewed on a regular basis and
monitored by the Audit Committee of the Board of Directors of the Company on a periodic basis.

28. AUDITORS

A. STATUTORY AUDITOR AND AUDIT REPORT

Upon recommendation of the Audit Committee and Board of Directors, M/s. S. Agarwal & Co., Chartered
Accountants (ICAI Firm Registration No. 000808N} were appointed at the Extra Ordinary General Meeting of the
Company held on 28^th October, 2024 and shall hold office until the conclusion of the ensuing Annual General Meeting
to be held in the year 2025, pursuant to section 139 & 142 of the Companies Act, 2013 read with Rule 6 of the
Companies (Audit and Auditors) Rules, 2014.

During the year under review, the Auditors had 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.

The audit report Does not contain any qualifications in the financial statements of the Company for the financial
year ended on 31^st March, 2026

B. SECRETARIAL AUDITOR & SECRETARIAL AUDIT

Pursuant to Section 204 of the Companies Act, 2013, and the rules made there under, M/s Sumit Bajaj & Associates
(ACS No: 45042, CP No: 23948), Company Secretaries in practice, was appointed as the Secretarial Auditor of the

Company for the period 2025-2030. The Secretarial Audit Report issued by Mr. Sumit Bajaj, Practicing Company
Secretary is provided under Annexure III to this Report along with the Secretarial Compliance Report.

C. INTERNAL AUDITOR

M/s Jain Rajeev & Associates, Chartered Accountants, is appointed as Internal Auditor of the Company to conduct
the internal audit of the Company for the Financial Year 2025-26, as required under Section 138 of the Companies
Act, 2013 and the Companies (Accounts) Rules, 2014.

To maintain its objectivity and independence, the Internal Auditor reports to the Chairman of the Audit Committee
of the Board. Based on the report of the internal audit function, Company undertakes corrective action in their
respective areas and thereby strengthens the controls. Recommendations along with corrective actions thereon are
presented to the Audit Committee of the Board and accordingly, implementation has been carried out by the
Company.

There are no qualifications, reservations, or adverse remarks made by Internal Auditors in their Report during the
Financial Year 2025-26.

29. MAINTENANCE OF COST RECORDS AS SPECIFIED UNDER SECTION 148 OF THE COMPANIES ACT, 2013

The provisions of maintenance of cost records as specified under sub-Section (1) of Section 148 of the Companies
Act, 2013 is not applicable to the company and accordingly accounts and records are not required to be maintained
as per the provisions of this Section.

30. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SECTION 143(12) OTHER THAN
THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

During the Financial Year 2025-26 no frauds were reported to the Central Government or to the Board of Directors
or the Audit Committee of the Board of Directors in terms of provisions of Companies Act, 2013.

31. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management's Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(2) read
with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is enclosed
herewith and marked as ANNEXURE IV forming a part of this Annual Report.

32. COMPLIANCE WITH SECRETARIAL STANDARD

The Board of Directors states that the company has complied with the provisions of the applicable Secretarial
standards issued by the Institute of Company Secretaries of India, as amended from time to time.

33. EXTRACTS OF ANNUAL RETURN

The Annual Return of the Company for the financial year ended 31st March, 2026 is available on the website of the
Company which can be accessed athttps://kairosoft.ai/shareholder-info/

34. ESTABLISHMENT OF VIGIL MECHANISM

The Vigil Mechanism Policy of the Company is formulated in terms of Section 177 (9) of the Companies Act, 2013
read with the provisions of the Listing Agreement with the Stock Exchange(s) and thereby also incorporates Whistle
Blower Policy. That as per the said policy protected disclosures can be made by the Whistle Blower to the dedicated
e-mail / telephone line/ letter to Chairman of Audit Committee. The Policy on Vigil Mechanism and Whistle Blower
Policy as approved by the Board is available on the website of the Company at web link:
https://kairosoft.ai/shareholder-info/

35. PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for the Prevention of Insider Trading to regulate trading in its
securities by Directors and designated employees. The Code mandates prior clearance for any dealings in the
Company's shares and strictly prohibits trading while in possession of unpublished price-sensitive information or

during periods when the Trading Window is closed. The Board of Directors is responsible for overseeing the
implementation of this Code. All Directors and designated employees have confirmed their compliance with its
provisions.

36. CFO CERTIFICATE

The Company is in receipt of Certificate in terms of provisions of Regulation 33(2)(a) of SEBI (Listing Obligations
and Disclosures Requirements) Regulations, 2015 from the Chief Financial Officer (CFO) of the company do not
contain any false or misleading statement or figures and do not omit any material fact which may make the
statements or figures contained therein misleading. The same is annexed herewith and marked as ANNEXURE-V.

37. INDUSTRIAL RELATIONS:

During the year under review, your Company enjoyed cordial relationship with employees at all level.

38. 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

No such one-time settlement was done with Banks or financial institutions

39. CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016 (IBC):

No CIRP process has been initiated by or against the Company during the Financial year 2025-26 under IBC Code,
2016.

40. VOLUNTARY REVISION OF FINANCIAL STATEMENTS OR BOARD'S REPORT

The same is not applicable on the Company.

41. DETAILS OF ISSUE OF EMPLOYEE STOCK OPTION SCHEME AND SWEAT EQUITY SHARES

The same is not applicable on the Company.

42. Appreciation

Your Company has been able to operate efficiently because of the culture of professionalism, creativity, integrity and
continuous improvement in all functions and areas of its operations as well as the efficient utilization of your
Company's resources for sustainable and profitable growth. Your Directors hereby wish to place on record their
appreciation of the efficient and loyal services rendered by each and every employee, without whose whole-hearted
efforts, the overall satisfactory performance would not have been possible. Your directors look forward to the long¬
term future with confidence.

For Kairosoft AI Solutions Limited
(Pankaj Piyush Trade and Investment Limited)

Date: 05.08.2026 Sd/- Sd/-

Place: Delhi Deva Ram Santosh Kumar Kushawaha

Managing Director Director

DIN: 09003288 DIN: 02994228