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KS Smart Technlogies Limited Directors Report

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Oct 27, 2026|04:01:00 PM

KS Smart Technlogies Limited Share Price directors Report

Dear Members,

The Board of Directors are pleased to present the Thirty fifth Boards Report together with the Financial Statements of the Company for the year ended 31st March 2026 (FY26 or during the year).

Financial Summary/Highlights

The key highlights of the financial results of the Company for FY 26 are as under:

Particulars Standalone 2025-26 Standalone 2024-25 Consolidated 2025-26 Consolidated 2024-25*
Revenue from operations 203.20 0.00 1,311,192.09 68,825.53
Other income 2.43 0.00 1,296.00 832.46
Total income 205.63 0.00 1,322,488.09 69,657.99
Total expenses 237.91 19.44 1,225,355.51 66,882.87
Total profit before tax (32.28) (19.44) 10,132.58 2,775.12
Tax expense 0.00 0.00 2,699.57 760.67
Total profit (loss) for period (32.28) (19.44) 7,433.01 2,014.45

State of the Companys Affairs & Performance

Standalone Financial Performance

The gross sales and other income for the financial year under review were 205.63 lakhs, as against Nil for the previous financial year. As the Company had no revenue from operations in FY 2024-25, the increase is not capable of being meaningfully expressed in percentage terms. The loss for the financial year under review was 32.28 lakhs as against a loss of 19.44 lakhs for the previous financial year.

*Consolidated Financial Performance

During the year, the Company acquired KS Smart Solutions Private Limited as its wholly Owned Subsidiary with effect from October 6, 2025, pursuant to a Share Swap arrangement. Accordingly, FY 2025-26 marks the first year in which the Company has prepared consolidated financial statements in accordance with Section 129(3) of the Companies Act, 2013. The consolidated financial results for FY 2025-26 include the financial performance of the subsidiary for the period from October 6, 2025, to March 31, 2026. Accordingly, the consolidated financial results for FY 2025-26 are not comparable with those of the previous financial year, as consolidated financial statements were not prepared for FY 2024-25.

On a consolidated basis, the gross sales and other income for the financial year under review were 1,32,488.09 Lakhs, the profit before tax was 10,132.58 Lakhs, and the profit after tax was 7,433.01 Lakhs.

Compliance Certificate

In terms of Regulation 17(8) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations), the Managing Director and the Chief Financial Officer of the Company have given Compliance Certificate to the Board on financial reporting and internal controls, as mentioned under Part B of Schedule II to the SEBI Listing Regulations. The same is annexed as Annexure I to this Report.

Operations

The highlights of the Companys operations and state of affairs during the financial year, including an overview of its operational and financial performance, industry developments, opportunities, risks and other material changes, as applicable, are comprehensively discussed in the Management Discussion and Analysis Report, which forms an integral part of this Annual Report.

Further, during the year under review, the Members of the Company approved the shifting of the Registered Office of the Company from the State of Telangana to the State of Tamil Nadu, pursuant to the requisite approvals under the Companies Act, 2013 and the applicable rules. Subsequent to the end of the financial year, the Company received the requisite statutory approvals and, accordingly, the Registered Office of the Company was shifted from Hyderabad, Telangana to Chennai, Tamil Nadu.

Change in the Nature of Business

During the year under review, the Members of the Company approved the substitution of the Main Objects Clause of the Memorandum of Association, thereby assigning the Companys business scope with its strategic acquisitions and technology-focused operations. The revised objects encompass end-to-end IT solutions across hardware and software, digital and enterprise and deployment of skilled manpower, digital and enterprise solutions, smart city and smart utility solutions, digital marketing, smart classroom infrastructure and other emerging and allied technology services, including but not limited to Artificial Intelligence, Augmented Reality, Virtual Reality, IoT and Industry 4.0, as well as participation in projects and tenders of Central and State Government agencies and other organisations, as the case may be.

Transfer to Reserves

The Company has not transferred any amount to the reserves during the current financial year.

Dividend and Dividend Distribution Policy

The Company has not declared any dividend for the financial year under review. Pursuant to SEBI Listing Regulations the requirement to formulate a Dividend Distribution Policy is not applicable to the Company. However, with a view to promote transparency and good corporate governance, the Company has voluntarily formulated a Dividend Distribution Policy, which provides a framework for determining the distribution of dividends to its shareholders. The Policy is available on the website of the Company at https://ksstech.co/investors.

Transfer of Unclaimed Dividend to Investor Education and Protection Fund (IEPF)

During the year under review, there was no unpaid or unclaimed dividend requiring transfer to the Investor Education and Protection Fund (IEPF). Accordingly, the provisions relating to transfer of unpaid or unclaimed dividend to the IEPF were not applicable to the Company for the financial year under review.

Material Changes and Commitments Affecting the Financial Position of the Company, Between the End of the Current Financial Year and the Date of the Report

There are no material changes and commitments affecting the financial position of the Company which occurred between the end of the current financial year and the date of this report.

Details of significant and Material Orders passed by the Regulators or Courts or Tribunals

During the year under review, there are no material and significant orders passed by the Regulators or Courts or Tribunals impacting the going concern status and the Companys operations in future.

Details of Subsidiary / Associate / Joint Venture Companies

During the year under review, the Company entered into a share swap arrangement for the acquisition of 100% equity share capital of KS Smart Solutions Private Limited, Chennai (KSSPL). The acquisition was completed on October 06, 2025, pursuant to which KSSPL became a wholly owned subsidiary of the Company.

KSSPL has two subsidiaries, namely Southern Electric Metering Private Limited, Chennai acquired on March 21, 2025 and Ikshanaa Technology Solutions Private Limited, Chennai, the latter being incorporated as a wholly owned subsidiary of KSSPL on February 24, 2026. Further, KSSPL holds majority voting rights in Five 28 Anna Salai LLP and accordingly, the said entity is treated as an enterprise over which KSSPL exercises control in accordance with the applicable provisions of the Companies Act, 2013.

The group structure is as follows as on the financial year end:

KS Smart Technologies Limited (Listed entity) KS Smart Solutions Private Limited (100% wholly owned subsidiary) +-- Ikshanaa Technology Solutions Private Limited (100% wholly owned subsidiary) +-- Five 28 Anna Salai LLP (70% voting rights) +-- Southern Electric Metering Private Limited (74% subsidiary)

In accordance with Section 129(3) of the Companies Act, 2013, a statement containing the salient features of the financial statements of the subsidiaries, associates and joint ventures of the Company, as applicable, in Form AOC-1 is annexed to this report as Annexure II of the Company.

Pursuant to Section 136 of the Companies Act, 2013 the audited financial statements of the subsidiaries, as applicable, together with the related documents, are available for inspection at the Registered Office of the Company during business hours and are also hosted on the website of the Company at https://ksstech.co/investors. The Company shall make available such financial statements to any member upon request, in accordance with the applicable provisions of the Companies Act, 2013.

Material Subsidiary

The Company has formulated and adopted a Policy for Determining Material Subsidiaries in accordance with Regulation 16(1)(c) of the SEBI Listing Regulations, as amended from time to time. The Policy is available on the website of the Company at https://ksstech.co/investors.

Based on the criteria prescribed under the applicable provisions of the SEBI Listing Regulations, KSSPL is a material subsidiary of the Company.

During the year under review, there was no material change in the Policy for Determining Material Subsidiaries, except for such amendments as may have been made to align the Policy with applicable statutory and regulatory requirements and changes in the management and organisational structure of the Company.

The Company continues to monitor the affairs of its material subsidiary in accordance with the applicable provisions of the Companies Act, 2013, the SEBI Listing Regulations and the Policy adopted by the Company.

Board of Directors and Key Managerial Personnel

As at the end of the financial year, the Board comprised six (6) Directors, with an appropriate mix of Executive and Non-Executive Directors with half of the Board being Independent, including one woman Independent Director. The detailed composition of the Board is provided in the Corporate Governance Report annexed to this Annual Report.

Appointment and Regularisation

Based on the recommendations of the Nomination and Remuneration Committee, the Board made the following appointments during the year:

? August 14, 2025: Ms. Mounika Pammi was appointed as Non-Executive Independent Director for a term of five years.

? January 15, 2026: Mr. Keshav A S was appointed as Chairman and Managing Director for a term of five years; Mr. Rohan Ramaswamy as Executive Director; Mrs. Reshma Dilip Kumar as Non-Executive Independent Director for a term of five years; Mr. Vignesh See thapathi as Chief Financial Officer; and Ms. Priyanka Malpani as Company Secretary & Compliance Officer.

? January 21, 2026: Mr. Venkatesh Subramanyam was appointed as Non-Executive Non-Independent Director, and Mr. Puneet Pandey and Mr. Rajan Chaurasiya as Non-Executive Independent Directors, each for a term of five years.

The aforesaid appointment of Directors were subsequently approved/regularised by the Members at the Annual General Meeting held on September 30, 2025 and through Postal Ballot on April 3, 2026, respectively, in accordance with the Companies Act, 2013 and SEBI Listing Regulations.

Cessation

Mr. Prabhakar Reddy, Non-Executive Independent Director, resigned from the Board with effect from the close of business hours on August 14, 2025, due to other professional engagements and personal commitments.

Further, Ms. Vaneetaka Lakshmi Priya Darshini, Whole-time Director and Chief Financial Officer; Ms. Kuntala Rani Roy, Non-Executive Independent Director; Ms. Mounika Pammi, Non-Executive Independent Director; Mr. Shivashankar Reddy Gopavarapu, Non-Executive Independent Director; and Ms. Komal Agarwal, Company Secretary & Compliance Officer, resigned from their respective positions with effect from the close of business hours on January 21, 2026, pursuant to the change in management and control of the Company.

The Board places on record its sincere appreciation for the valuable contributions and services rendered by the outgoing Directors and Key Managerial Personnel during their tenure and welcomes the newly appointed Directors and Key Managerial Personnel.

Director retiring by rotation

Mr. Rohan Ramaswamy, Director, retires by rotation at the ensuing Annual General Meeting and, being eligible, offers himself for re-appointment. The requisite details and resolution seeking Members approval for his re-appointment are set out in the Notice of the AGM. The Board recommends the said resolution for approval of the Members.

Independent Directors and their Declaration of Independence

As on March 31, 2026, the Company had three Independent Directors. Mrs. Reshma Dilip Kumar, appointed on January 15, 2026 and Mr. Puneet Rakesh Pandey, Mr. Rajan Chaurasiya appointed on January 21, 2026 for their first term of five years. The Board is of the opinion that they possess the requisite integrity, expertise, experience and proficiency and meet the independence criteria prescribed under the applicable provisions of the Companies Act, 2013 and SEBI Listing Regulations.

The Company has received the requisite declarations from the Independent Directors under Section 149(7) of the Companies Act, 2013 and Regulation 25(8) of the SEBI Listing Regulations, confirming their eligibility and independence, which were duly considered by the Board during the annual performance evaluation. They have also complied with the Code for Independent Directors under Schedule IV of the Companies Act, 2013 and the Companys Code of Conduct. Further, they have confirmed that no circumstances exist or are reasonably anticipated that could impair their ability to discharge their duties independently and objectively.

Number of Meetings of the Board of Directors

During the year, 13 (Thirteen) Board meetings were held. The maximum time gap between any two consecutive meetings did not exceed one hundred and twenty days. The details of the Board and various Committee meetings are given in the Corporate Governance Report, which forms an integral part of this Annual report.

Performance Evaluation of Board, its Committees and Directors

In compliance with the Companies Act, 2013 and Regulation 25 of the SEBI Listing Regulations, the Company has adopted a structured mechanism for annual evaluation of the performance of the Board, its Committees, the Chairman and individual Directors, including Executive and Non-Executive Directors.

For FY 2025-26, the Board conducted an annual performance evaluation covering the effectiveness and functioning of the Board and its Committees, including the Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee. The evaluation considered, inter alia, the Boards composition and structure, effectiveness, quality and availability of information, adequacy of discussions, participation and contribution of Directors, preparedness for meetings, and their skills, expertise and competencies. The Board evaluated the performance of individual Directors based on their participation, contribution and independence of management.

At a separate meeting, the Independent Directors evaluated the performance of the Non-Independent Directors, the Board as a whole and the Chairman, taking into consideration their overall contribution, expertise, preparedness and constructive participation.

Further details of the performance evaluation process are provided in the Corporate Governance Report forming an integral part of this Annual Report.

Remuneration to Director and Employees

The remuneration paid to the Directors during the year was limited to sitting fees paid to the Non-Executive Independent Directors and was in accordance with the Policy formulated in accordance with Section 178 of the Companies Act, 2013 and Regulation 19 of the SEBI Listing Regulations.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 of Directors and Key Managerial Personnel is forming part of this report as Annexure III.

The information required pursuant to Section 136(1) of the Companies Act, 2013 the Report of the Board of Directors is being sent to all the shareholders of the Company excluding statement on employee remuneration prescribed under Rule of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The Statement will be sent by e-mail to the Shareholders, if such request is mailed to the Company.

Audit Committee

The Company has an Audit Committee pursuant to the requirements of the Companies Act, 2013 read with Rules framed thereunder and SEBI (LODR) Regulations, 2015. The details are relating to the same are given in the report on Corporate Governance which is an integral part of this Report. During FY 2025-26, the recommendations of Audit Committee were duly accepted by the Board.

Vigil Mechanism

As per the provisions of Section 177(9) of the Companies Act, 2013, the Company is required to establish an effective Vigil Mechanism Framework for Directors and Employees to report genuine concerns. The Whistle Blower Policy of the Company meets the requirement of the Vigil Mechanism Framework under the Companies Act, 2013 and Regulation 22 of SEBI Listing Regulations. The Audit Committee oversees the functioning of the Whistle Blower Policy. This policy provides for adequate safeguards against victimisation of persons who complain under the mechanism. During the financial year, no complaint was received, and no individual was denied access to the Audit Committee Chairperson for reporting concerns. The details of policy are put up on the website of the Company at https://ksstech.co/investors.

Policy on Directors Appointment and Remuneration

Pursuant to Section 178 of the Companies Act, 2013 and the SEBI Listing Regulations, the Nomination and Remuneration Committee (NRC) has formulated a Nomination and Remuneration Policy covering the appointment, qualifications, positive attributes, independence and remuneration of Directors, Key Managerial Personnel (KMPs) and Senior Management Personnel (SMPs).

The Policy also lays down the criteria for evaluation of Directors and recommendations relating to their remuneration. The detailed Policy is available on the Companys website at https://ksstech.co/investors and its salient features are set out in the Corporate Governance Report, which is an integral part of this Annual Report.

Corporate Social Responsibility (CSR) Committee

Pursuant to Section 135 and Schedule VII of the Companies Act, 2013, the Company is not mandatorily required to constitute a CSR Committee. However, on a voluntary basis, the Company has constituted a CSR Committee comprising three members, with Mrs. Reshma D as the Chairperson.

The CSR Committee has formulated a CSR Policy in accordance with the applicable provisions. During the year under review, the Company did not incur any voluntary expenditure towards CSR activities. The detailed Policy is available on the Companys website at https://ksstech.co/investors.

Risk Management

The Company is cognisant that effective risk management is core to a sustainable business. The Companys internal control systems are commensurate with the nature of its business and the size and complexity of its operations.

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. The Risk management framework has been provided in the Management Discussion and Analysis Report of the Company.

Management Discussion and Analysis

A detailed review of the operations, performance and future outlook of the Company and its business is given in the Management Discussion and Analysis as required in terms of Regulation 34 of the SEBI Listing Regulations which forms an integral part of this Annual report.

Corporate Governance

The Company remains committed to maintaining the highest standards of corporate governance and ensuring compliance with the applicable provisions of the SEBI Listing Regulations and other applicable laws.

Pursuant to Regulation 34 read with Schedule V of the SEBI Listing Regulations, the Report on Corporate Governance, together with the certificate from the Secretarial Auditor confirming compliance with the conditions of Corporate Governance, forms integral part of this Annual Report.

Statutory Auditors

During the year under review, Ms. GMJ & Co., Chartered Accountants, resigned as the Statutory Auditors of the Company. Accordingly, based on the recommendation of the Audit Committee, the Board, at its meeting held on December 8, 2025, appointed Ms. S. Harpant & Tannan, Chartered Accountants (Firm Registration No. 003792S), as the Statutory Auditors of the Company for FY 2025-26. As stipulated, the appointment was subsequently approved by the Members at the Extraordinary General Meeting held on January 21, 2026.

Ms. Sharp & Tannan have confirmed their eligibility for appointment, including compliance with the peer review requirements of the Institute of Chartered Accountants of India (ICAI), and hold a valid Peer Review Certificate. They have further confirmed their independence, arms length relationship with the Company and compliance with the applicable restrictions relating to non-audit services.

Based on the recommendation of the Audit Committee and the consent and eligibility declarations received from Ms. Sharp & Tannan, the Board proposes their appointment as Statutory Auditors of the Company for a term of five years, from the conclusion of the ensuing Annual General Meeting at such remuneration as may be determined by the Board/ Audit Committee.

The Board recommends the appointment of Ms. Sharp & Tannan as Statutory Auditors for approval by the Members.

Auditors Report & Reporting of Fraud

The Auditors Report does not contain any qualification, reservation, or adverse remark, which requires an explanation or comments by the Board. Notes to Accounts and Auditors remarks in their report are self-explanatory and do not call for any further comments.

Further, there were no frauds reported by the Statutory Auditor to the Audit Committee or the Board under Section 143(12) of the Companies Act, 2013.

Secretarial Audit Report

In light of the amended Regulation 24A of the SEBI Listing Regulations, Section 204 of the Act read with Rule 9 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors, at its meeting held on September 4, 2025, and subsequently, the members, in their 34th Annual General Meeting appointed Ms Nuren Lodaya & Associates, COP No.: (24248) as the Secretarial Auditors for a period of 5 consecutive years.

The Secretarial Audit Report issued by Ms. Nuren Lodaya & Associates, Practising Company Secretaries, is annexed and forms part of this Report. The Report does not contain any qualification, reservation or adverse remark. The Board has noted the observation regarding delays in the submission of SDD Compliance Certificates during the year. The delays were inadvertent and procedural in nature. The requisite certificates have since been submitted to BSE Limited, and the Companys SDD compliance status currently stands as Compliant. Further, the Company has strengthened its internal monitoring mechanisms to ensure timely compliance going forward.

As KS Smart Solutions Private Limited (KSSPL), a subsidiary of the Company, qualifies as a material subsidiary the provisions relating to Secretarial Audit under Regulation 24A of the said Regulations have been complied with. Accordingly, the Secretarial Audit Report of the Company, together with the Secretarial Audit Report of KSSPL, both issued by Ms. Nuren Lodaya & Associates, Practising Company Secretaries, form part of this Annual Report as Annexure IV.

Share Capital

The Authorised Capital of the Company as on the year end is 16,50,000,000 (Sixteen Crore Fifty Lakhs) equity shares of ? 10/- (Rupees Ten only) each.

On October 6, 2023, the Company issued and allotted 11,40,73,460 equity shares and 4,85,94,390 share warrants on a preferential cum private placement basis, pursuant to all the requisite approvals. Subsequently, on March 31, 2026, the warrant holders holding 4,85,94,390 warrants exercised their right for conversion into equity shares, and accordingly the Company allotted 4,85,94,390 equity shares upon such conversion.

As on March 31, 2026, the total paid up equity share capital of the Company was ? 1,64,07,00,000/- consisting of 16,40,70,000 equity shares of ? 10 each, fully paid up.

Details of utilisation of funds raised through preferential allotment or qualified institutions placed in as specified under Regulation 32(7A) of the SEBI Listing Regulations are provided in the Corporate Governance Report forming part of this Annual Report.

During the year under review the Company has not issued any sweat equity share or shares with differential rights or shares under employees stock option scheme.

Deposits

The Company has neither accepted any deposits from the public nor accepted any amounts which are deemed to be deposits within the meaning of Sections 73 to 76 of the Companies Act, 2013 (as amended) and the rules made thereunder, to the extent applicable.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

Information pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) the Companies (Accounts) Rules, 2014 is annexed and forms part of this Report as Annexure - V

Directors Responsibility Statement

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors of the Company confirms that:

a. In the preparation of Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b. The Directors 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 loss of the Company for that period;

c. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. The Directors have prepared the Annual Accounts on a going concern basis;

e. The Directors have laid down an adequate system of internal financial controls to be followed by the Company and such internal financial controls are adequate and operating efficiently; and

f. The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and were operating effectively.

Particulars of Loans, Guarantees, or Investments Under Section 186

The particulars of the loans, investments or guarantees or security provided as required under Section 186 of the Companies Act, 2013 and Regulation 34(3) of SEBI Listing Regulations for FY 26 form part of the Notes to the financial statements.

Adequacy of Internal Financial Controls

The Company has a robust internal control framework commensurate with its size, scale, and complexity of its operations. The Company has well defined policies and procedures, system automations, authorisation protocols, access controls, segregation of duties and physical security to ensure compliance with applicable statutes, safeguarding assets from unauthorised use and to enhance overall corporate governance.

The Company has laid down internal financial controls within the meaning of the explanation to Companies Act, 2013. The design and operating effectiveness of controls is reviewed by an in-house internal controls team which was further validated by an independent consultant engaged by the Company. The statutory auditors have also independently audited the internal financial controls over financial reporting as of March 31, 2026 and have opened that such controls were operating effectively. The Company has a process in place to continuously monitor any material weaknesses and identify gaps, if any, and implement new and / or improved controls. The Audit Committee reviews audit reports submitted by the independent internal auditors on quarterly basis.

Compliance with Secretarial Standards

The Directors hereby confirm that, pursuant to the provisions of Section 118(10) of the Companies Act, 2013, the Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

The Company has also established appropriate systems to ensure compliance with all applicable Secretarial Standards, and such systems are adequate and operating effectively.

Protection of Women at Workplace

The Company is committed to providing a safe and inclusive workplace free from sexual harassment. The Company believes in providing a mechanism for addressing complaints of sexual harassment by an employee, without fear of reprisals in any form or manner.

The Company has constituted an Internal Committee (IC), in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (POSH Act). The IC has been constituted as per the POSH Act at all the locations where the Company operates to redress the complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

The following is the details of complaints received and resolved during the year:

Number of complaints of sexual harassment received in the year Number of complaints disposed off during the year Number of cases pending for more than ninety days
Nil Nil Nil

The Company continues to conduct awareness programmes and training sessions from time to time to sensitise employees on the provisions of the POSH Act and promote gender sensitisation at the workplace. All employees of the Company are covered under the POSH Policy and are encouraged to participate in such awareness initiatives. Further, the ICC of the Company has filed the Annual Report/Annual Return with the jurisdictional authority for the relevant calendar year 2025 as required under Section 21 of the POSH Act read with Rule 14 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Rules, 2013.

Compliance with the Maternity Benefit Act, 1961

The Company affirms that it is in compliance with the provisions of the Maternity Benefit Act, 1961, as amended from time to time. The Company is committed to fostering a supportive and inclusive work environment and ensures that all relevant policies and practices are regularly reviewed and aligned with the applicable statutory requirements.

Particulars of Contracts or Arrangements with Related Parties

The Company has in place a Policy on Related Party transactions in accordance with Regulation 23 of the SEBI Listing Regulations, inter-alia, providing a framework for governance and reporting of Related Party Transactions including material transactions and threshold limits for determining materiality, as approved by the Board and the same is available on the website of the Company at www.ksstech.co/investors

All related party transactions that were entered into during the financial year were in ordinary course of business and on an arms length basis and are in compliance to applicable provisions of the Companies Act, 2013/SEBI Listing Regulations. Hence, the disclosure of related party transactions in Form AOC-2 is not applicable.

Details of related party transactions have been disclosed in Notes to Financial Statements.

Annual Return

As per the provisions of Section 92(3) of the Companies Act, 2013, the Annual Return of the Company is available on the website of the Company at https://ksstech.co/investors.

Further, the Annual Return (i.e., e-form MGT-7) for financial year under review shall be filed by the Company with the Registrar of Companies, Chennai, within the stipulated period and the same can also be accessed thereafter on the Companys website.

IT Security Breach and Safety

The Company has implemented comprehensive IT security programs supported by latest technology and trained manpower to protect employees and assets, at all its offices from IT Security breaches / cyber-attacks.

During the year under review, no major security breaches or incidents have occurred. A comprehensive security risk assessment is carried out regularly and adequate security measures are implemented to cater to the changing security scenario. The Company has installed the best of the IT security measures and processes to protect its personnel and assets.

Designated Person for furnishing information and extending co-operation to ROC in respect of Beneficial Interest in shares of the Company

The Company has appointed Ms. Priyanka Malpani, Company Secretary & Compliance Officer as the Designated Person for furnishing information and extending co-operation to ROC in respect of beneficial interest in the shares of the Company to ensure compliance with the MCA notification on this matter.

Other Disclosures

The details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the banks or financial institutions along with the reasons thereof

During the year under review, there was no instance of any one-time settlement for reporting details vis-a-vis valuation with the banks or financial institutions.

Corporate Insolvency Resolution process initiated under the Insolvency and Bankruptcy Code, 2016 (IBC).

The Company has neither filed any application, nor any proceeding is pending against the Company under the Insolvency and Bankruptcy Code, 2016, during FY 2025-26.

Cost records and audit

Maintenance of cost records and requirement of cost audit as prescribed under Section 148 of the Companies Act, 2013 is not applicable for the business activities conducted by the Company.

Business Responsibility and Sustainability Reporting

Pursuant to Regulation 34 of the SEBI Listing Regulations, the requirement of furnishing a separate section on Business Responsibility and Sustainability Reporting (BRSR) is not applicable to the Company for the financial year under review.

Implementation of Corporate Action

During the year under review, the Company has not failed to implement any Corporate Action within the specified time limit.

Acknowledgement

The Directors take this opportunity to thank the customers, vendors, institutions, Financial Institutions, Regulatory Authorities, Stock Exchange and all the various stakeholders for their continued co-operation and support to the Company.

The Directors also acknowledge the support and cooperation from the Government of India and, the concerned State Governments, other Government Departments and Governmental Agencies. The Directors appreciate the significant contributions made by the employees of the Company and its subsidiaries during the year under review and value the contributions made by every member of the KSSMART family.

For and on behalf of the Board
sd/-
Keshav AS
Managing Director and Chaiman
DIN: 07863502
Date: 04.09.2026
Place: Chennai

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