Kiaasa Retail Ltd Directors Report

Dear Members,

The Board of Directors are very pleased to present the 4th Annual Report on the business and operations of your Company KIAASA

RETAIL LIMITED ( the Company ) (Formerly known as KIAASA RETAIL PRIVATE LIMITED) for the financial year ended March 31, 2026. This report is accompanied by the audited financial statements, which provide a comprehensive overview of the Company s financial performance and position during the year. We trust that the insights and information contained within these documents will offer a clear understanding of the Companys achievements and strategic direction.

1. FINANCIAL SUMMARY/PERFORMANCE OF THE COMPANY

The Audited Financial Statements of your Company as on March 31, 2026, are prepared in accordance with the relevant applicable Accounting Standards (AS) and Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations) and the provisions of the Companies Act, 2013 (Act).

Key highlights of financial performance for the year ended March 31, 2026, are summarized as under:

(Rs. in Lakhs)

	Particulars	FY 2025-26	FY 2024-25
Revenue from Operations		13,463.22	12,162.80
Other Income		61.54	1.92
Total Revenue/Income		13,524.76	12,164.72
Less: Total Expenses before Depreciation, Finance Cost & Tax		11,124.34	10,521
Profit Before Depreciation, Finance Cost & Tax		2,400.42	1,643.72
Less: Depreciation		281.26	139.29
Less: Finance Cost		609.48	279.64
Profit before tax		1,509.68	1,224.79
Tax Expenses
Current tax		401.54	306.82
Taxes of previous year		(3.81)	10.16
Deferred Tax		(5.40)	6.32
Net Profit after Tax		1,117.35	901.49

2. STATE OF THE COMPANYS AFFAIRS/BUSINESS REVIEWS

During the financial year 2025-26, your Company s revenue from operations stood at Rs. 13,463.22 lakhs as against Rs. 12,162.80 lakhs in the previous year, recording a growth of approximately 10.69% over the previous year. During the year under review, the Company recorded a

Profit Before Tax (PBT) of Rs. 1,509.68 lakhs as against Rs.

1,224.79 lakhs in the previous financial year, registering a growth of approximately 23.26% . After considering tax expenses, the Company reported a Profit After Tax of Rs. 1,117.35 lakhs during the financial year 2025-26 as compared to Rs. 901.49 lakhs in the previous financial year, reflecting a growth of approximately 23.94% . The increase in profitability was primarily attributable to higher revenue generation and improved operational performance during the year.

3. TRANSFER TO RESERVE

During the financial year, the board of your Company has not appropriated/transferred any amount to the reserves.

The profitearned during the financial year has been carried to the balance sheet of the Company for the financial year

2025-26.

4. DIVIDEND

With a view to conserve and save the resources for future prospects of your Company, the Directors have decided not to declare any dividend for the financial year 2025-26.

5. CHANGE IN THE NATURE OF BUSINESS

During the period under review, there was no change in the nature of the business of the company.

6. COMPANY BACKGROUND

The Company was originally incorporated as Kiaasa

(PAT)

Retail LLP under the Limited Liability Partnership Act, 2008, with the Registrar of Companies, Central Registration

Centre,issuingthecertificateof incorporation on April 20,

2018. It was later converted into a Private Limited Company on June 07, 2022. Thereafter the Company was converted into a public limited company on January 21, 2025. The Company Launched its SME IPO and was subsequently listed on the BSE SME platform on 2 nd March, 2026.

7. INITIAL PUBLIC OFFER AND LISTING OF EQUITY SHARES

During the year under review, Company successfully completed its initial Public offer (IPO). The Company has raised Rs. 69.74 Crores in its Initial Public offering by issuance of 54,91,000 equity shares of Rs. 10/- each at premium of Rs. 117/- per shares. The Equity shares of the company are listed on SME Portal of BSE Limited w.e.f. 2 nd March, 2026.

8. SHARE CAPITAL

During the year under review, the following changes were made in authorized and paid-up share capital of the company.

Authorised Capital

At the beginning of the financial year 2025-26, the

Authorized share capital of your company was Rs. 20,00,00,000/- (Rupees Twenty Crores Only) divided into 2,00,00,000/- (Rupees Two crores Only) Equity Shares of face value Rs. 10/- each.

During the Financial year 2025-26 no change had occurred in the Authorized capital of your company.

Issued, Subscribed & Paid-up Capital

At the Beginning of the Financial year 2025-26, the Issued, Subscribed and Paid-up capital of your company was Rs. 12,73,90,050 (Rupees Twelve Crores Seventy Three Lakhs Ninety thousand and Fifty only) divided into 1,27,39,005 (One Crore Twenty Seven Lakhs Thirty Nine Thousand and Five) Equity shares of Rs. 10/- (Rupees Ten Only) each. Whereas During the Financial year 2025-26 the following changes had occurred in the Issued, Subscribed and Paid-up capital of the company: The paid-up capital increased to Rs. 18,23,00,050 (Rupees Eighteen Crores Twenty-Three Lakhs and Fifty Only) Divided into 1,82,30,005 (One Crore Eighty Two Lakhs Thirty Thousand and Five only) Equity shares of Rs. 10/- (Rupees Ten Only) each due to initial public offering of the equity shares of the company.

After Closure of the financial year

No change has occurred in the paid-up capital of the company after the closure of financial year.

9. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

There is no unclaimed or unpaid dividend due to be transferred to Investor Education and Protection Fund. There were no shares which were required to be transferred or are due to be transferred to the IEPF, during the FY 2025-26.

10. DETAILS OF LOCK-IN OF SHARES

In accordance with the Securities and Exchange of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 the shares held by your esteemed public shareholders and Promoters (shares held before Initial Public Offering) are subject to and held in lock-in state as mandated by the SEBI regulations.

11. DEVIATION OR VARIATION FROM PROCEEDS OR UTILIZATION OF FUNDS RAISED FROM PUBLIC ISSUE

There was variation in the utilization of IPO proceeds during FY 2026, primarily attributable to advance payments made to suppliers towards the procurement of inventory for stores scheduled to open in FY 2027. This was undertaken to ensure supply chain readiness and operational continuity for the planned expansion. The objects of the issue remain unchanged, and the deployment of funds continues to be aligned with the expansion plan disclosed in the Prospectus. The variation does not constitute a material deviation under applicable regulatory guidelines, as the utilization remains within the stated purpose of store expansion and within permissible thresholds. The

Board reaffirms its commitment to statutory compliance, transparent reporting, and prudent fund utilization in the best interests of shareholders.

12. DETAILS OF SUBSIDIARY/JOINT VENTURES/ ASSOCIATE COMPANIES

The Company does not have any Subsidiary, Joint venture or Associate Company.

13. BOARD OF DIRECTOR S & KEY MANAGERIAL PERSONNEL

The composition of Board complies with the requirements of the Companies Act, 2013 (Act). Further, in pursuance of Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations), the Company is exempted from the requirement of having composition of Board as per Regulation 17 of Listing Regulations.

None of the Director of the Company is serving as a Whole-Time Director in any other Listed Company and the number of their directorship is within the limits laid down under section 165 of the Companies Act, 2013.

The Companys Board of Directors as on March 31, 2026 consists of six (6) directors and out of them three (3) are Non-Executive Independent Directors, one is Non-Executive Director and two are Executive Directors.

Constitution of Board:

					Date of							No. of Committee
									Total
					Appointment							Chairmanship/ Membership				No. of Shares
Name of		Category Cum							Director
					at current							as on 31st March, 2026				held as on
Director		Designation							Ships in
					Term &							(Audit & Stakeholder				March 31, 2026
									other co.
					designation							Relationship Committee)
Mr. Om		Managing
					07-06-2022				1			NIL				4013750
Prakash		Director
Mr. Amit		Whole-time
					07-06-2022				1			NIL				4013750
Chauhan		Director
Mr. Binod
	Non-Executive
Kumar				10-10-2024							NIL			NIL	22500
	Director
Ranjan
Mr. Swami
	Independent
Tarunjay				10-10-2024							NIL			NIL	NIL
	Director
Bharti
Ms.
	Independent
Aprajita				10-10-2024							NIL			NIL	NIL
	director
Sinha
							1.				Globus			Member in Audit committee,
	Independent
Ms. Komal				25-02-2025							Infocom			Nomination & Remuneration	NIL
	Director
										Limited			Committee

All the Independent Directors continue to meet/fulfill the criteria/conditions of the independence as prescribed under the companies Act, 2013 and listing Regulations and are independent of the management of the company. The Board is of the opinion that the Independent directors of the company possess requisite qualification, experience and expertise and they hold highest standards of integrity.

BOARD MEETINGS

The Board of the Company regularly meets to discuss various Business opportunities. Additional Board meetings were convened, as and when required to discuss and decide on various business policies, strategies and other businesses.

The Company has convened Twenty (20) meetings of the Board of Directors during the financial year ended March 31, 2026.

The meetings were held on 4 th April, 25, 18 th April, 25, 7 th May, 25, 2 nd June, 25, 3 rd July 25, 23 rd July, 25, 19 th August, 25, 1 st September, 25, 25 th September, 25, 15 th October, 25, 15 th November, 25, 10 th December, 25, 24 th December, 25, 8 th January, 26, 6 th February, 26, 13 th February, 26, 16 th February, 26, 25 th February, 26, 26 th February, 26, 30 th March, 26. The compliance of intervening gap between any two meetings was within the purview of the Companies Act, 2013 & SEBI Listing Regulations.

Details of attendance at such meetings are as follows:

			No. of Board Meeting	No. of Board
Name of Directors	DIN	Designation	(eligible to attend during	Meeting
			the tenure)	attended
Mr. Om Prakash	06942833	Managing Director	20	20
Mr. Amit Chauhan	06942831	Whole-time Director	20	20
Mr. Binod Kumar Ranjan	09110777	Non-Executive Director	20	9
Mr. Swami Tarunjay Bharti	10774147	Independent Director	20	11
Ms. Aprajita Sinha	10774134	Independent director	20	17
Ms. Komal	09441686	Independent Director	20	15

The Company being listed under SME segment, the provisions relating to Corporate Governance and number of memberships in committees are not applicable.

None of the directors are related to each other as section 2(77) of the Companies Act, 2013.

The Board meeting dates were finalized in with all directors and the agenda papers backed up by comprehensive notes and detailed background information was circulated well in advance before the date of the meeting Board to take informed decision.

Declaration by Independent director

Pursuant to the provisions of section 149 of the Act, the independent directors have submitted declarations that each of them continue to meet the criteria of independence as provided in section 149 (6) of the Act along with Rules framed thereunder and Regulation 16 (1) (b) of the SEBI (Listing obligations and disclosure Requirements) Regulations, 2015 (Listing Regulations) and they are not aware of any circumstances or situation which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective of Independent

Judgement and without any external influence.

During the period under review none of the Non-executive director had any Pecuniary transaction with the company apart from sitting fees paid to Non-executive directors for attending the meetings of the board of directors/ committees, as and when it happens and none of the directors are disqualified/debarred under the applicable provisions of the Act and securities and Exchange Board of India.

CHANGE IN BOARD COMPOSITION Cessation and appointment

None of the director ceased or appointed during the period under the review.

Change in designation

There is no change in designation of any of the directors during the period under review

Appointments/ Re-appointments of Director Retiring by

Rotation

Pursuant to Sections 152 and other applicable provisions of the Companies Act, 2013 one-third of the directors are liable to retire by rotation every year and, if eligible offer themselves for re- appointment at every Annual General Meeting (AGM). Consequently, Mr. Binod Kumar Ranjan (DIN:09110777) retires by rotation at the Annual General Meeting and being eligible, has offered himself for re-appointment. A resolution seeking re- appointment and brief profile of the director forms part of the notice of Annual General Meeting.

The relevant details, as required under Regulation 36 (3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations) and Secretarial Standard, of the person seeking re-appointment/ appointment as Director are also provided in Notes to the Notice convening the 4 th Annual General meeting.

Key Managerial Personnels

As per the requirement under the provisions of Section 203 of the Act, the following are the Key Managerial Personnel (KMP) of the Company as on the date of this report: I. Mr. Om Prakash (Managing Director) II. Mr. Amit Chauhan (Whole-time Director)

III. *Mr. Sumit Aggarwal (Chief Financial Officer); and

IV. Ms. Kanishka Singhal (Company Secretary and

Compliance Officer) related party

During the period under review, there was no changes in the Key Managerial Personnels of the Company.

*Mr. Sumit Aggarwal, has resigned w.e.f. 30th April, 2026 from the designation of Chief Financial officer of the Company. Till date the Company has not filled the vacancy created by resignation of Chief Financial Officer

14. MATERIAL CHANGE AND COMMITMENT IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments 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.

15. DEPOSITS

During the year under review, your Company has neither accepted nor renewed any deposits from the public in terms of provisions of Chapter V of the Act read with the Companies (Acceptance of Deposits) Rules, 2014.

16. INSURANCE

The Companys properties including building, plant and machinery, stocks, stores, etc. have been adequately insured against major risks.

17. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The particulars of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Act are given in notes to the Financial Statements of the Company for the financial year ended March 31, 2026.

18. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

During the year underreview,nosignificantand material order has been passed by the regulators, courts, tribunals impacting the going concern status and Companys operations in future.

19. RELATED PARTY TRANSACTIONS AND POLICY ON RELATED PARTY TRANSACTIONS

The Company has a Policy on Related party transaction and determining Materiality of Related Party Transaction duly approved by the Board. The Policy provide a framework for identification of related parties, necessary approvals by the Audit Committee/Board, reporting and disclosure requirements in compliance with the requirements of the Companies Act, 2013 and SEBI Listing Regulations.

During the period under review, all related party transactions entered into were on arms length basis and were in the ordinary course of business and as per the Related party Transactions Policy of the Company and in compliance with the provisions of the Companies Act. 2013 and Listing Regulations. There were no materially transactions by the company with significant the promoters, Directors and Key Managerial Personnel which may have a potential conflict with the interests of the Company at large.

The Company has not entered into any material related party transactions during the year under review. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 in the prescribed Form AOC-2 is not applicable.

Further, omnibus approval of the Audit Committee is obtained on yearly basis for the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted were placed before the Audit Committee and the Board of Directors for their approval.

The policy on dealing with Related Party Transactions can be accessed on the website of the Company at www. kiaasaretail.com

20. RISK MANAGEMENT POLICY

In compliance with the requirement of the Act your Company has put in place Risk Management Policy and periodically identified risks and taken appropriate steps for their mitigation. The main objective of the policy is to ensure sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving risk associated with the business.

At present, there is no element of risk, which may threaten the existence of the Company.

21. MECHANISM/WHISTLE BLOWER POLICY

Pursuant to the provisions of Section 177(9) and 177(10) of the Companies Act, 2013 (the Act) and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations), the Company has established a Whistle Blower Policy / Vigil Mechanism to provide a secure and confidential channel for directors and employees to report genuine concerns regarding unethical conduct, actual or suspected fraud, violations of the Companys Code of Conduct, or any other improper practices.

The Policy provides adequate safeguards against victimization of whistle blowers and ensures that concerns raised in good faith are addressed in a fair and transparent manner. It also provides direct access to the Chairperson of the Audit Committee in appropriate or exceptional cases. The Audit Committee oversees the implementation and effectiveness of the Whistle Blower Policy / Vigil Mechanism and periodically reviews its functioning, including any complaints received and the actions taken thereon.

During the financial year under review, no complaints were received under the Whistle Blower Policy / Vigil Mechanism.

The Whistle Blower Policy is available on the Companys website at https://kiaasa.com/wp-content/ uploads/2026/07/Policy-for-Vigil-Mechanism-Whistle-Blower.pdf

22. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company does not carry out any manufacturing activities. Accordingly, the provisions relating to conservation of energy and technology absorption under Section 134 of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014 (Accounts Rules), are not applicable to the Company.

Notwithstanding the above, the Company remains committed to conducting its business in a responsible and sustainable manner. It continues to promote efficient utilization of resources, environmentally responsible practices, and safe operational standards across all its activities.

The particulars relating foreign exchange earnings and outgo, as required under Section 134 of the Companies Act, 2013, read with Rule 8 of the Accounts Rules, are provided below:

Foreign Exchange Earnings/ Outgo (in Rs.):

Particulars	FY 2025-26	FY 2024-25
Inflow	Nil	Nil
Outflow	Nil	Nil

23. PARTICULARS OF EMPLOYEES AND REMUNERATION

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rules 5(1), (2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed to this Report as Annexure-I.

24. COMMITTEES OF THE BOARD OF DIRECTORS

To facilitate the efficient discharge of its and ensure effective governance, the Board of Directors has constituted various Committees in accordance with the provisions of the Companies Act, 2013, the rules made thereunder, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations), and other applicable laws, regulations, circulars, and guidelines issued by the Securities and Exchange Board of India (SEBI).

The Board has constituted the Audit Committee, Nomination and Remuneration Committee, and Stakeholders Relationship Committee, each with clearly defined roles, responsibilities, and terms of reference. These

Committees meet periodically to deliberate on matters entrusted to them and discharge their functions effectively.

The Board is regularly apprised of the deliberations and recommendations of the Committees through the minutes of their meetings, which are placed before the Board for its information and consideration. During the financial year

2025–26, all recommendations made by the Committees were duly considered and accepted by the Board of Directors.

A. Audit Committee

The Company has constituted the Audit Committee as per the applicable provisions of the Section 177 of the Companies Act, 2013 read with Rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014 and all applicable clauses of SEBI Listing Regulations (as amended).

The detail of the composition of the Audit Committee along with their meetings held/attended is as follows:

				No. of meetings	No. of
Name	DIN	Category	Designation	held during the	meetings
				financial year	attended
Mr. Swami Tarunjay Bharti	10774147	Independent Director	Chairman	6	6
Ms. Aprajita Sinha	10774134	Independent Director	Member	6	6
		Non \u2013 Executive
Mr. Binod Kumar Ranjan	09110777		Member	6	6
		Director

B. Stakeholders Relationship Committee

The Company has constituted the Stakeholders Relationship Committee as per the applicable provisions of the Section 178 of the Companies Act, 2013, Schedule V and other applicable provisions of Companies Act, 2013 read with rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014 and applicable clauses of SEBI Listing Regulations (as amended). The detail of the composition of the Stakeholders Relationship Committee along with their meetings held/attended is as follows:

				No. of meetings held	No. of meetings
Name	DIN	Category	Designation
				during the financial year	attended
		Non \u2013
Mr. Binod Kumar
	09110777	Executive	Chairman	1	1
Ranjan
		Director
		Executive
Mr. Om Prakash	06942833		Member	1	1
		Director
Ms. Aprajita		Independent
	10774134		Member	1	1
Sinha		Director

C. Nomination and Remuneration Committee

The Company has constituted the Nomination and Remuneration Committee as per the applicable provisions of the Section 178 of the Companies Act, 2013, Schedule V and other applicable provisions of Companies Act, 2013 read with rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014 and applicable clauses of SEBI Listing Regulations (as amended). The detail of the composition of the Nomination and Remuneration Committee along with their meetings held/attended is as follows:

				No. of meetings held	No. of meetings
Name	DIN	Category	Designation
				during the financial year	attended
Ms. Aprajita Sinha	10774134	Independent Director	Chairman	1	1
Mr. Swami
Tarunjay Bharti	10774147	Independent Director	Member	1	1
Mr. Binod Kumar
	09110777	Non \u2013 Executive Director	Member	1	1
Ranjan

Nomination And Remuneration Policy

Pursuant to the provisions of Section 178(3) of the Act, Regulation 19(4) of SEBI Listing Regulations and as per the recommendations of NRC, the Board has adopted a policy for appointment and remuneration of the Directors, Key Managerial Personnel, Senior Management Personnel and other employees of the Company. The compensation and packages of the aforesaid persons are designed in terms of remuneration policy framed by the NRC. The remuneration policy of your Company may be accessed on the Companys website at the link: https://kiaasa.com/wp-content/uploads/2026/07/ Nomination-Remuneration-Policy.pdf

D. Corporate Social Responsibility Committee

The Company is not required to constitute a Corporate Social Responsibility (CSR) Committee in terms of Section 135(9) of the Companies Act, 2013, as the amount required to be spent by the Company towards CSR activities during the financial year does not exceed50 lakh. Accordingly, the functions of the CSR Committee have been discharged by the Board of Directors

25. WEBLINK OF ANNUAL RETURN

As required pursuant to Section 134 and 92(3) of the Act, the draft Annual Return of the Company for the financial year ended on 31st March, 2026 is available on the Companys website and can be viewed at: https://kiaasa.com/

26. REPORT ON CORPORATE GOVERNANCE

Your Company is committed to upholding the highest standards of corporate governance, ensuring compliance with the principles of good governance, and maintaining a robust framework that promotes transparency, accountability, and integrity in all the operations. Boards commitment to these principles reinforces their dedication to acting in the best interest of the stakeholders. In accordance with Regulation 15(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the compliance with the corporate governance provisions as specified in Regulations 17 to 27 and clauses (b) to (i) of sub-regulation(2) of Regulation 46, as well as Para C, D, and E of Schedule V, is not applicable to listed entities that have their specified securities listed on the SME Exchange. Therefore, the requirement to file a Corporate Governance

Report with the Stock Exchange does not apply to the Company.

27. NON-APPLICABILITY OF THE INDIAN ACCOUNTING STANDARDS

Pursuant to the proviso to Rule 4(1) of the Companies

(Indian Accounting Standards) Rules, 2015, as notified vide Notification No. G.S.R. 111(E) dated 16 February

2015, companies whose equity shares are listed on an SME Exchange, as referred to in Chapter XB of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009, are exempt from the mandatory requirement of adopting the Indian Accounting Standards (Ind AS) with effect from 1 April 2017.

Since the Company is listed on the SME Limited, it falls within the aforesaid exempted category. Accordingly, the Company is not required to adopt Ind

AS for the preparation of its financial statements and may continue to prepare its financial statements in accordance with the applicable Accounting Standards (AS) prescribed under the Companies (Accounting Standards) Rules, 2021 (or the corresponding rules, as applicable).

28. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

In accordance with provisions of Regulation 34(2) (f) of SEBI Listing Regulations the Company being SME listed, requirement of Business Responsibility and Sustainability Report is not applicable to the Company.

29. INSOLVENCY AND BANKRUPTCY CODE, 2016

During the financial year under review, no application has been admitted against the Company under Insolvency and Bankruptcy Code, 2016.

30. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) of the Act, the Board of

Directors hereby confirms and accepts the responsibility for the following Audited Financial Statements for the financial year ended March 31, 2026:

(a) that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; (b) that the directors had selected such accounting policies and applied them consistently and made judgements 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) that the directors had 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) that the directors had prepared annual accounts for the financial year ended March 31, 2026 on a going concern basis; (e) that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively; and

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

31. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the financial year 2025-26, as required pursuant to Regulation

34, is presented in a separate section and forms an integral part of the Annual Report. It speaks about the overall of BSE industry structure, global and domestic economic scenarios, developments in business operations / performance of the Company, internal controls and their adequacy, risk management systems and other material developments during the financial year 2025-26.

32. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company maintains a zero-tolerance approach towards sexual harassment in the workplace and has adopted a Policy on the Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace in accordance with the provisions of the Sexual Harassment of women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH Act) and the rules framed thereunder. The Policy is designed to provide a safe, secure, and respectful work environment by preventing and addressing incidents of sexual harassment and ensuring the effective redressal of complaints. The Company is committed to providing a workplace where all employees, particularly women employees, can perform their duties with without fear of discrimination, dignity, confidence, intimidation, or harassment.

In compliance with the provisions of Section 134 of the Companies Act, 2013 and the applicable provisions of the POSH Act, the Company has duly constituted an Internal Complaints Committee (ICC) to address complaints of sexual harassment in accordance with the requirements of the POSH Act.

During the financial year under review, no complaints of sexual harassment were received under the POSH Act. Further, no complaints were pending at the beginning or at the end of the financial year.

33. PREVENTION OF INSIDER TRADING

The Company has framed a code of conduct policy for prevention of insider trading based on Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. This code is applicable to Designated Persons of the Company. The code requires pre-clearance for dealing in the Companys shares in certain cases and prohibits the dealing in the Companys Shares by the designated persons while in possession of unpublished price sensitive information in relation to the Company and during the period when the trading window is closed.

The code of conduct policy for prevention of trading is disclosed in the website of the Company and can be assessed at www.kiaasa.com.

34. GENERAL MEETING / POSTAL BALLOT

During the financial year ended 31st March, 2026, apart from AGM of the Company held on 26 th September, 2025 the Company had sought approval of the shareholders through the following Extra Ordinary General Meeting: a. Extra Ordinary General Meeting dated 18 th February, 2026 for seeking approval of the shareholders for - i. Approving Initial Public Offer b. No postal ballot was conducted during the year 2025-26.

35. MEETING OF INDEPENDENT DIRECTORS

In terms of Regulation 25(3) of Listing Regulations and as stipulated in the code for Independent Directors under Schedule IV of the Act, a separate meeting of Independent Directors was held on March, 25, 2026 to review the performance of Chairperson, Non-Independent Director and Managing Director and the Board as a whole. The Independent Directors also in the said meeting assessed and reviewed the quality, quantity and timeliness of the flow of information between the Management and the

Board and its committees which is essential for effective discharge of their duties.

36. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

At the time of appointing a Director, the Company issues a formal letter of appointment which inter alia explains the role, functions, duties and responsibilities as a director of the Company. All the Independent Director are provided with all policies as framed by the company under various statutes and SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 to familiarize with Companys procedure and practices.

The details of the Companys policy on Familiarization Programs can be assessed at https://kiaasa.com/wp-content/uploads/2026/07/Policy-for-Familiarization-programme-for-Independent-Directors-1.pdf to familiarize with Companys procedure and practices.

37. PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Listing Regulations and the Guidance Note on Board Evaluation issued by SEBI on January 05, 2017 and other applicable provisions, if any, the Board has carried out annual evaluation of its own performance and that of its committees and individual directors. The evaluation criteria, inter-alia, covered various aspects of the Board functioning including its composition, attendance of

Directors, participation levels, bringing sp ? cialized knowledge for decision making, smooth functioning of the Board and effective decision making.

The evaluation was carried out through a structured evaluation process to evaluate the performance of Individual directors including the Chairman of the Board. insider The Performance evaluation of Independent Directors was carried out by the entire Board. The Performance evaluation of the Chairman and Non Independent Director, was carried out by the Independent Director. The Outcome of the Board Evaluation was discussed by the Nomination & Remuneration Committee in its meeting held on March 30, 2026.

The Directors expressed their satisfaction towards the evaluation process.

38. INTERNAL FINANCIAL CONTROLS

Your Company has in place adequate Internal Financial

Controls with reference to financial statements carefully designed to match the size and complexity of its business operations. During the year under review, such controls were tested by Statutory as well as Internal Auditors, and no reportable material weaknesses in the design or operation were observed. The Audit Committee actively oversees and reviews the adequacy and effectiveness of the internal control systems and suggests improvements as needed.

39. AUDITORS i) STATUTORY AUDITOR AND THEIR REPORT

In Compliance with the provisions of Sections 139, 141, 142 and other applicable provisions, if any, of the Act and the Companies (Audit and Auditors) Rules, 2014

(including any statutory modification(s)/ re-enactment(s)/ amendments thereof, for the time being in the force), M/s Dharam Taneja Associates, Chartered Accountants (Firm Registration No 003563N), were appointed as statutory auditors for a period of five consecutive years commencing from the conclusion of 2nd AGM (Annual General Meeting) held on September 30, 2024 till the conclusion of 7th AGM to be held in the calendar year 2029.

The auditor report given by M/s Dharam Taneja Associates, Chartered Accountants, Statutory Auditors, on the Financial Statements of the Company for the financial year ended March 31, 2026, forms part of the Annual Report and self-explanatory. There has been no qualification, reservation or adverse remarks or any disclaimer in their report.

COST AUDIT AND COST AUDIT REPORT

The provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 relating to the maintenance of cost records and conduct of cost audit are not applicable to the Company during the financial year under review. Accordingly, no cost auditor was required to be appointed.

SECRETARIAL AUDITORS AND SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors appointed M/s Preet Kumar & Associates, Practicing Company Secretaries, to conduct the Secretarial Audit of the Company for the financial year

2025–26.

The Secretarial Audit Report issued by the Secretarial Auditor is annexed to this Report as Annexure II . The

Report does not contain any qualification, reservation, adverse remark, or disclaimer.

INTERNAL AUDITORS

During the financial year 2025 26, the Company did not meet the applicability criteria prescribed under Section 138 of the Companies Act, 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014. Accordingly, the provisions relating to the appointment of an Internal Auditor were not applicable to the Company during the said financial year, and no Internal Auditor was appointed for FY 2025–26.

The Company was listed on 2nd March, 2026 , pursuant to which the aforesaid provisions became applicable to the Company. However, the Company was listed towards the end of the financial year, and accordingly, the provisions became applicable only at the end of the financialyear 2025

26. Therefore, the provisions relating to the appointment of an Internal Auditor were not applicable to the Company for the financial year 2025 26, and no Internal Auditor was appointed for the said year.

Considering the applicability of the aforesaid provisions for the financial year 2026 27, the Board of Directors of the

Company approved the appointment of M/s S. Yadav as the Internal Auditor of the Company for the financial year

2026–27.

40. REPORTING OF FRAUDS

During the period under review and pursuant to the provision of Section 143(12) of the Act and rules framed thereunder, there have been no instance of fraud reported by any of the Auditor of the Company either to the Audit Committee/Board or to the Central Government.

41. SECRETARIAL STANDARDS

During the period under review, the Company has complied with the applicable Secretarial Standards, i.e. SS-1 and SS-2 issued by the Institute of Company Secretaries of India.

42. DISCLOSURE AS PER MATERNITY BENEFIT ACT,

1961

The Directors hereby confirm that the Company compliance with the provisions of the Maternity Benefit Act, 1961 affirm that -

(a) the Company provides maternity leave in accordance with the requirements of the Act, (b) all necessary facilities and entitlements mandated by the law are extended to women employees;

(c) no discriminatory practices are adopted against women employees on account of maternity or child birth.

41. GREEN INITIATIVE

Electronic copies of the Annual Report 2025-26 and the Notice of the 4th Annual General Meeting are sent to all members whose email addresses are registered with the Company/RTA.

In order to support Green Initiative, the Company requests those members who have yet not registered their e-mail address, to register the same directly with their Depository Participant, in case shares are held in electronic form or with the Company, in case shares are held in physical form.

43. OTHER STATUTORY DISCLOSURES

Your Directors hereby clarify that the following are not applicable, considering that there were no such transactions in the year under review:

No equity shares were issued with differential rights as to dividend, voting or otherwise.

No Sweat Equity shares were issued.

No employee stock options were issued.

Your Company has not resorted to any buy back of its Equity Shares during the year under review.

No application has been made and/or any proceeding are pending under the Insolvency and Bankruptcy Code, during the year.

The details regarding the difference in valuation between a one-time settlement and valuation for obtaining, loans from banks or financial institutions, along with reasons, are not applicable.

44. WEBSITE

Your Company has its fully functional website https:// kiaasa.com/which has been designed to exhibit all the relevant details about the Company. The site carries a comprehensive database of information of the Company including the Financial Results of your Company, Shareholding Pattern, details of Board Committees, Corporate Policies/ Codes, business activities and current affairs of your Company. All the mandatory information and disclosures as per the requirements of the Companies is in full Act, 2013, Companies Rules, 2014 and as per Regulation 46 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and also the non-mandatory information of Investors interest / knowledge has been duly presented on the website of the Company.

45. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The details of the CSR Committee is provided in this Annual Report. The CSR policy is available on the website of your Company at chrome at https://kiaasa.com/wp-content/uploads/2026/07/CSR-Policy.pdf

The Provisions relating to Corporate Social Responsibility were applicable upon the company for FY 2025-26 and the company has spent the amount as per below mentioned details: CSR report is attached as Annexure-III.

S. No.	CSR Activity	Amount	Date
	CONTRIBUTION TO NAVODAYANS STAR GLOBAL
1		15,24,153/-	Till 31/03/2026
	FOUNDATION

ACKNOWLEDGEMENTS

The Directors wish to convey their appreciation to all of the Companys employees for their contribution towards the Companys performance. The Directors would also like to thank the members, Customers, Suppliers, Bankers, Governments and all other business associates for their co-operation and continuous support to the Company.

S. No.	Particulars		Details
1.	The ratio of the	The Ratio of Remuneration of each Directors to the Median Remuneration of employees is mentioned
	remuneration of each	below:
	director to the median
	remuneration of the	S. No. Name of Director	Designation	Ratio of Remuneration
	employees of the company	1 Mr. Om Prakash	Managing Director	39.27:1
	for the financial year	2 Mr. Amit Chauhan	Whole-time Director	39.27:1
	2025-26	Notes:
		1. Sitting fees paid to the Non-Executive Independent Directors and Non-Executive Director have not
		been considered under this clause.
		2. For calculation of median remuneration overall payout is considered which includes basic salary,
		allowances, contribution towards provident fund, statutory bonus and excludes gratuity and leave
		encashment
2.	The percentage increase	Name of the Director & KMP		% increase in remuneration
	in remuneration of each	Mr. Om Prakash		NIL
	Director, Chief Financial	Mr. Amit Chauhan		NIL
	Officer, Chief Executive	Mr. Sumit Aggarwal (Chief Financial Officer)		NIL
	Officer, Company
		Ms. Kanishka Singhal (Company Secretary & Compliance Officer)		NIL
	Secretary or Manager, if
	any, in the financial year	Note: While calculating remuneration total cost to the Company is considered, which includes basic
	2025-26	salary, allowances, contribution towards provident fund, statutory bonus, performance linked variable
		pay and excludes gratuity and leave encashment
3.	The percentage increase in	During the financial year 2025-26, the median remuneration of employees increased as compared to the
	median remuneration of	previous financial year. The increase in median remuneration was primarily attributable to the revision
	employees in the financial	and implementation of minimum wages in accordance with the applicable provisions of the Minimum
	year 2025-26	Wages Act and the wage rates notified by the appropriate Government from time to time. The revision
		in minimum wages resulted in an increase in the remuneration of eligible employees and consequently
		contributed to the increase in the median remuneration of employees during the financial year.
		Note: For calculation of median remuneration overall payout is considered which includes basic salary,
		allowances, contribution towards provident fund, statutory bonus and excludes gratuity and leave
		encashment.
4.	The number of permanent	379
	employees on the rolls of
	the company
5.	Average percentile	The disclosure relating to the average percentile increase in the salaries of employees other than the
	increase already made in	managerial personnel, comparison with the percentile increase in		managerial remuneration and the
	the salaries of employees	justification thereof has become applicable to the Company for the financial year 2025-26. The said
	other than the managerial	disclosure was not applicable to the Company for the financial year 2024-25, as the equity shares of
	personnel in the last	the Company were listed on the Stock Exchanges on March 02, 2026. Accordingly, the comparative
	financial year and its	disclosure for the previous financial year is not applicable.
	comparison with the
	percentile increase in the
	managerial remuneration
	and justification thereof
	and point out if there
	are any exceptional
	circumstances for
	increase in the managerial
	remuneration
	Affirmation that the	It is affirmed that the remuneration paid to the Directors, Key Managerial Personnel and Senior
	remuneration is as per the	Management is as per the Nomination and Remuneration Policy of your Company
	remuneration policy of the
	company

ANNEXURE-II

Annual Report on CSR Activities for the Financial Year Ended 31 st March, 2026

[Pursuant to clause (o) sub-section (3) of section 134 of the Act and Companies (Corporate Social responsibility) Rules, 2021]

1. A brief outline of the companys CSR Policy

For the Company, sustainability means balancing economic, environmental and social needs to find the best available which is essential to ensure a more sustainable future. In this regard, the Company is integrating sustainability more closely into all business processes and by making it the starting point for new business opportunities.

FOCUS AREA:

The Company may (either independently or in collaboration with other entities) make contribution to one or more implementing agencies which are undertaking any of the following activities under the ambit of CSR:

i. Education: Promoting education, including special education and employment enhancing vocational skills especially among children, women, elderly and the differently abled by way of providing (i) monetary contribution (ii) food, vehicles or technology products.

ii. Health Care: Providing health care for physically challenged, setting up of toilets in villages, helping anganwadies and facilitating them with basic amenities, setting up old age homes, day care centres and such other facilities for senior citizens.

iii. Gender equality: Setting up homes and hostels for women and orphans and measures for reducing inequalities faced by socially and economically backward groups.

iv. Environment Sustainability : Ensuring environmental sustainability, ecological balance, promotion of flora and fauna, animal welfare, agroforestry, conservation of natural resources and maintenance of quality of soil, air and water.

v. National Heritage: Protection of National Heritage, art and culture including restoration of buildings and sites of historical importance, setting up of libraries and promotion and development of traditional arts and handicrafts

vi. Rural Projects: Training to promote Rural Sports, setting up of Wi-Fi Zones for the local community by supporting Digital India Campaign of the Government of India.

vii. Science and Technology: Contribution to incubators or research and development projects in the field of science, technology, engineering and medicine funded by the Central Government or State Government or Public Sector Undertaking or any agency of Central Government or State Government.

viii. Others: Any other projects, programs and activities falling within the permissible activities prescribed under the CSR Regulations and Schedule VII of the Companies Act, 2013 from time to time.

Details of the same can be accessed in the Companys website under the below link https://kiaasa.com/wp-content/ uploads/2026/07/CSR-Policy.pdf

2. Composition of CSR Committee:

The Company is not required to constitute a Corporate Social Responsibility (CSR) Committee in terms of Section 135(9) of the Companies Act, 2013, as the amount required to be spent by the Company towards CSR activities during the financial year does not exceed 50 lakh. Accordingly, the functions of the CSR Committee have been discharged by the Board of Directors

3. Provide the weblink(s) where Composition of CSR committee, CSR policy and CSR projects approved by the board are disclosed on the website of the company : https://kiaasa.com/wp-content/uploads/2026/07/CSR-Policy.pdf

4. Provide the executive summary along with web-link(s) of Impact Assessment of CSR Projects carried out in pursuance of sub-rule (3) of rule 8, if applicable : Not Applicable

5. Details of the amount available for set off in pursuance of sub-rule (3) of rule 7 of the Companies (Corporate Social responsibility Policy) Rules, 2014 and amount required for set off for the financial year, if any: Not applicable

6. Average net profit of the Company for last three financial years: Rs.7,62,07,651/- 7.

(Rs. in Lakhs)

(a) Two percent of average net profit of the company as per section 135(5)	15.24
(b) Surplus arising out of the CSR projects or programmes or activities of the previous financial years	NIL
(c) Amount required to be set off for the financial year, if any	NIL
(d) Total CSR obligation for the financial year (a+b-c).	15.24

8. (a) CSR amount spent or unspent for the financial year:

		Amount Unspent (in Rs.)
Total Amount Spent for the	Total Amount transferred to Unspent CSR Account as per section 135(6).		Amount transferred to any fund specified under Schedule VII as per second proviso to section 135(5).
Financial Year. (in Rs.)	Amount.	Date of transfer.	Name of the Fund	Amount.	Date of transfer.
15,24,153	NIL	Not Applicable	Nil	Nil	Nil

(b) Details of CSR amount spent against ongoing projects for the financial year:

(1) (2)	(3)	(4)	(5)		(6)	(7)	(8)	(9)	(10)	(11)
Sl. No. Name of the Project.	Item from the list of activities in Schedule VII to the Act.	Local area (Yes/ No).	Location of the project.		Project duration.	Amount allocated for the project (in Rs.).	Amount spent in the current financial Year (in Rs.).	Amount transferred to Unspent CSR Account for the project as per Section 135(6) (in Rs.).	Mode of Implementation \u2013 Direct (Yes/No).	Mode of Implementation \u2013 Through Implementing Agency
			State.	District.						Name	CSR Registration number.
Nil	Nil	Nil	Nil	Nil	Nil	Nil	Nil	Nil	Nil	Nil	Nil
TOTAL

(c) Details of CSR amount spent against other than ongoing projects for the financial year: Not Applicable

(1) (2)	(3)	(4)	(5)		(6)	(7)	(8)
		Local area	Location of the project.		Amount spent for	Mode of implementati	Mode of implementation \u2013 Through implementing agency.
Sl. No. Name of the Project	Item from the list of activities in schedule VII to the Act.	(Yes/ No).	State.	District.	the project (in Rs.).	on \u2013 Direct (Yes/ No).	Name.	CSR registration number.
1. Donation	(i) Eradicating hunger, poverty and malnutrition, 2[\u201cpromoting health care including preventive health care\u201d] and sanitation 4[including contribution to the Swach Bharat Kosh set-up by the Central Government for the promotion of sanitation] and making available safe drinking water.	YES	Uttar Pradesh	Meerut	10,66,908/-	NO	NAVODAYANS STAR GLOBAL FOUNDATION	CSR00108332
2. Donation	(i) Eradicating hunger, poverty and malnutrition, 2[ \u201c promoting health care including preventive health care \u201d ] and sanitation 4[including contribution to the Swach Bharat Kosh set-up by the Central Government for the promotion of sanitation] and making available safe drinking water.	YES	Uttar Pradesh	Shamli	1,52,415/-	NO	NAVODAYANS STAR GLOBAL FOUNDATION	CSR00108332
3. Donation	(i) Eradicating hunger, poverty and malnutrition, 2[\u201cpromoting health care including preventive health care\u201d] and sanitation 4[including contribution to the Swach Bharat Kosh set-up by the Central Government for the promotion of sanitation] and making available safe drinking water.	YES	Uttar Pradesh	Ghaziabad	1,54,830/-	NO	NAVODAYANS STAR GLOBAL FOUNDATION	CSR00108332
4. Donation	(i) Eradicating hunger, poverty and malnutrition, 2[ \u201c promoting health care including preventive health care \u201d ] and sanitation 4[including contribution to the Swach Bharat Kosh set-up by the Central Government for the promotion of sanitation] and making available safe drinking water.	YES	Haryana	Gurgaon	1,50,000/-	NO	NAVODAYANS STAR GLOBAL FOUNDATION	CSR00108332

(d) Amount spent in Administrative Overheads	NIL
(e) Amount spent on Impact Assessment, if applicable	NIL
(f) Total amount spent for the Financial Year (8b+8c+8d+8e)	NIL

(g) Excess amount for set off, if any

Sl. No. Particular	Amount (in Rs.)
(i) Two percent of average net profit of the company as per section 135(5)	15,24,153
(ii) Total amount spent for the Financial Year	15,24,153
(iii) Excess amount spent for the financial year [(ii)-(i)]	0.00
(iv) Surplus arising out of the CSR projects or programmes or activities of the previous financial years, if any	Nil
(v) Amount available for set off in succeeding financial years [(iii)-(iv)]	Nil

9. (a) Details of Unspent CSR amount for the preceding three financial years:

	Amount transferred to Unspent CSR	Amount spent in the	Amount transferred to any fund specified under Schedule VII as per section 135(6), if any.			Amount remaining to be spent in
Sl. No. Preceding Financial Year.	Account under section 135 (6) (in Rs.)	reporting Financial Year (in Rs.).	Name of the Fund	Amount (in Rs).	Date of transfer.	succeeding financial years. (in Rs.)
		NIL

(b) Details of CSR amount spent in the financial year for ongoing projects of the preceding financial year(s): NOT APPLICABLE

(1) (2)	(3)	(4)	(5)	(6)	(7)	(8)	(9)
Sl. No. Project ID.	Name of the Project.	Financial Year in which the project was commenced.	Project duration.	Total amount allocated for the project (in Rs.).	Amount spent on the project in the reporting Financial Year (in Rs).	Cumulative amount spent at the end of reporting Financial Year. (in Rs.)	Status of the project \u2013 Completed /Ongoing.
				NIL

10.In case of creation or acquisition of capital asset, furnish the details relating to the asset so created or acquired through CSR spent in the financial year (asset-wise details).	NOT APPLICABLE
a. Date of creation or acquisition of the capital asset(s).
b. Amount of CSR spent for creation or acquisition of capital asset.	NOT APPLICABLE
c. Details of the entity or public authority or beneficiary under whose name such capital asset is registered, their address etc.	NOT APPLICABLE
d. Provide details of the capital asset(s) created or acquired (including complete address and location of the capital asset).	NOT APPLICABLE
11. profit as per section 135(5). Specify the reason(s), if the company has failed to spend two per cent of the average net	NOT APPLICABLE