Pankaj Piyush Trade & Investment Ltd Auditor Reports

TO THE MEMBERS OF KAIROSOFT Al SOLUTIONS LIMITED

Report on the audit of the Financial Results

Qualified Opinion

We have audited the accompanying Standalone financial statements of KAIROSOFT Al SOLUTIONS LIMITED (‘the company), which comprise the Balance Sheet as at March 31, 2025, the Statement of Profit and Loss including the statement of other comprehensive income, the Cash flow statement and the Statement of change in Equity for the year then ended, and a summary of significant accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us, except for the effects of the matters described in the Basis for Qualified Opinion paragraph of our report the aforesaid Ind AS Standalone financial statements give the information required by the Companies Act, 2013 (the ‘Act) in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March, 2025 and its profit/(loss) (includingOther Comprehensive Income), its changes in equity and its cash flows for the year ended on that date.

Basis for Qualified Opinion

a. As per RBI Circular dated 8th April 1999, in case of a company if the financial assets are more than 50% of its total Assets (Netted off by intangible assets) and Income from the financial assets is more than 50% of Gross income of the company, the company should get itself registered as NBFC u/s 45-IA of Reserve Bank of India Act 1934. During the Year and Quarter ended March 31, 2025, the company is satisfyingboth the criteria as mentionedin above RBI Circular but it has not registereditself as NBFC

b. The company has granted unsecured loans total amounting to Rs. 2054.11 lakhs outstanding as on 31st March, 2025 (Rs 2047.80 Lakhs for the year ended on 31st March 2024). In the absence of terms and conditions of loans, repayment schedules and other terms, we cannot comment on terms of repayment of the loans and whether they are prejudicial to the interests of the companyor not.

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditors Responsibilities for the Audit of the Standalone financial statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the Ind AS Standalone financial statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the Standalone Financial Statements of the current period. These matters were addressed in the context of our audit of the Standalone Financial Statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. There were no key audit matters that need to be communicatedin our report.

Information Other than the Standalone financial statementsand AuditorsReport Thereon

The Companys Board of Directors is responsible for the preparation of the other information. The other information comprises the information included in the Boards Report including Annexures to Boards Report, but does not include the Standalone financial statements and our auditors report thereon.

Our opinion on the Standalone financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the Standalone financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the Standalone financial statements or our knowledge obtained during the course of our audit or otherwise appears to be materiallymisstated.

If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of Management and Those Charged with Governancefor the Standalonefinancial statements

The Companys Board of Directors is responsible for the matters stated in Section 134(5) of the Act with respect to the preparation of these Ind AS Standalone financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards ("IndAS") notified under Section 133 of the Act read with the Companies (Indian AccountingStandards) Rules, 2015, as amendedfrom time to time.

This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the Ind AS Standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the Standalone financial statements, the Board of Directors is responsible for assessing the Companys ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Board of Directorseither intends to liquidate the Company or to cease operations, or has no realisticalternative but to do so.

Those Board of Directorsare also responsible for overseeingthe Companysfinancial reporting process.

Auditors Responsibilities for the audit of the Standalonefinancial statements

Our objectives are to obtain reasonable assurance about whether the Standalone financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they couldreasonablybe expected to influencethe economic decisions of users taken on the basis of these Standalonefinancialstatements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

- Identify and assess the risks of material misstatement of the Standalone financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

- Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Companies Act, 2013, we are also responsible for expressing our opinion on whether the company has adequate internal financial controls system in place and the operating effectiveness of such controls.

- Evaluate the appropriateness of accountingpolicies used and the reasonableness of accounting estimates and relateddisclo-sures made by management.

- Conclude on the appropriateness of managements use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Companys ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors report to the related disclosures in the Standalone financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors report.However, future events or conditionsmay cause the Company to cease to continue as a going concern.

- Evaluate the overall presentation, structure and content of the Standalone financial statements, including the disclosures, and whether the Standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

Report on Other Legal and RegulatoryRequirements

1. As required by the Companies (Auditors Report) Order, 2020 ("the Order"), as amended, issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the "Annexure A" a statement on the matters specified in paragraphs 3 and 4 of the Order.

2. As required by section143 (3) of the Act, we report that:

a. We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

b. In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our ex-aminationof those books, except for the matters stated in the paragraphbelow Clause h(iv), on reportingunder Rule 11(g) of

the Companies (Audit and Auditors) Rules, 2014;

c. The Balance Sheet and the Statement of Profit and Loss including other comprehensive income, the Cash Flow statement and the statement of changes in equity dealt with by this Report are in agreement with the books of account;

d. In our opinion, the aforesaid Standalone financial statements comply with the Indian Accounting Standards ("IndAS") notified under Section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended from time to time

e. On the basis of written representations received from the directors as on March 31, 2025 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2025 from being appointed as a director in terms of Section 164 (2) of the Act.

f. With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectivenessof such controls, refer to our separate report in "AnnexureB"; and

g. The provision of section 197 read with Schedule V to the Act regarding managerial renumeration have been complied by the company

h. With respect to the other matters to be included in the Auditors Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our informationand according to the explanations given to us:

i. The Company does not have any pending litigationswhich would impact its financialposition;

ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeablelosses;

iii. There were no amounts which were required to be transferredto the InvestorEducationand ProtectionFund by the Company.

iv. Based on our examination which included test checks and informationgiven to us, the Company has used accounting softwaresfor maintaining its books of account, which has a feature of recording audit trail (edit log) facility and same has not beenoperatedthroughoutthe year for all relevanttransactionsrecordedin the respective softwares, furthermoreduring the course of Audit we did not come across any instanceof audit trail featurebeing temperedwith one implemented.

v. The modifications relating to the maintenance of accounts and other matters connected therewith are as stated in the paragraph above on reporting under section 143(3)(b) of the Act and paragraph above on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014

"Annexure A" to the Independent Auditors Report

(Referredto in paragraph1 under the heading ‘Report on Other Legal & Regulatory Requirement of our report of even date to the Standalonefinancial statementsof the Company for the year ended March 31, 2025)

Annexure - A to the Auditors Report

The Annexure A referred to in Independent Auditors Report to the members of the Company on the standalone financial statements for the year ended 31 March 2025, we report that:

1) (a) (A): The company is maintainingproper recordsshowing full particulars, including quantitativedetails and situation of Property, Plant and Equipment; (B): As per information and explanationgiven to us, the company is maintaining proper records showing full particulars of intangible assets which is under development

(b) The Property, Plant and Equipmenthave been physically verified by the management at reasonable intervals; no material discrepancieswere noticedon such verification.

(c) According to informationand explanationgiven to us, the companydoes not hold any immovablepropertyduring the year dealt with by this report. Accordingly, the provisions of sub-clause (i)(c) of para 3 of the order are not applicable.

(d) The company has not revalued its Property, Plant and Equipment or intangible assets or both during the year.

(e) No proceedingshave been initiatedor are pending againstthe company for holding any benami property under the Benami Transactions(Prohibition)Act, 1988 (45 of 1988) and rules made thereunder.

2) (a) the company does not have any inventoryas on 31.03.2025.

(b) The company has not been sanctioned any working capital limits in excessof five crore rupees, in aggregate, from banks

or financial institutionson the basis of security of current assets.

3) In respect of loans or advances in the nature of loans, securedor unsecuredgiven to the companies, firms, limited liabilitypartner-ship or any other parties during the year -:

(a) (A): According to the informationand explanations given to us, the Company has not grantedloans or advances in the nature of loans, secured or unsecured to subsidiaries, associates and joint ventures.

(B): Based on the audit procedures carried on by us and as per the informationand explanations given to us, the Company has grantedloans to partiesother than subsidiaries, joint venturesand associates, during the year outstandingbalance of such loan as at 31March2025 is Rs. 2054.11 lakhs and Rs 2047.80 Lakhs for the year ended on 31 March2024

(b) As in respect of the above-mentioned loans neither confirmation from partiesnor Loan agreementsare available on record hence, we are unable to comment whether their terms and conditions are prejudicial to the companysinterest or not.

(c) In absence of confirmation from parties and existence of loan agreements we are unable to comment on the existenceof schedule of repayment of principal and payment of interest and whether the repaymentsor receipts are regular.

(d) In absence of confirmationfrom partiesand existence of loan agreements we are unable to comment on whether any amount in respect of such loans is overdue or not.

(e) In absence of confirmation from parties and existence of loan agreements we are unable to comment on whether out of the above-mentionedloans grantedany loans that have fallen due during the year, have been renewedor extendedor fresh loans have been grantedto settle the overdue of existingloans given to the same parties.

(f) In absence of confirmation from parties and existenceof loan agreements we are unable to comment on whether they are repayableon demand, about the terms and period of repaymentin respect of the entire amount of loan.

4) According to information and explanations given to us, the Company has not complied with the provisions of Section186 of Companies Act, 2013 to the extent applicable in respect of loans, advances, guarantees and securities so given. Furthermore, in absence of any agreement or term of loans provided to us by the company, we are unable to comment whether the provisions of Sec 185 are applicableto the company and whether the company has complied with them or not or not

5) As per the provisionsof Section73 and 76 the company does not have nor has acceptedany deposit during the year.

6) The maintenanceof cost recordsas specifiedby the CentralGovernmentunder sub section(1) of section148 of the Companies Act is not applicable on the Company.

7) (a) The company is regular in depositing undisputed statutory dues including Goods and Services Tax, provident fund, employees state insurance, income-tax,duty of customs, value added tax, cess and any other statutorydues to the appropriate authorities and there are no arrearsof outstandingstatutorydues as on the last day of the financialyear concernedfor a period of morethan sixmonths from the date, they became

(b) According to the informationand explanationgiven to us, there are no dues of income tax, sales tax, service tax, GST,duty of customs, duty of excise, value added tax outstanding on account of any dispute

8) There are no transactionsnot recordedin the books of accountthat have been surrenderedor disclosed as income during the year in the tax assessmentsunder the Income Tax Act, 1961 (43 of 1961).

(9) (a) According to the information and explanationgiven to us, the company has not defaulted in repaymentof loans or other borrowings or in the payment of interestthereon to any lender

(b) The company has not been declared willfuldefaulter by any bank or financialinstitutionor other lender;

(c) According to the information and explanations given to us by the management, the company has utilizedthe loans against the purpose for which it was obtained

(d) According to the informationand explanations given to us and on an overall examinationof the balance sheet of the Company,we report that no funds have been raised on short-term basis that have been utilizedfor the long- term purpose by the Company.

(e) The company has not takenany funds from any entity or person on account of or to meet the obligations of its subsidiaries, associates or joint ventures.

(f) The companyhas not raisedany loans during the year on the pledge of securitiesheld in its subsidiaries, joint ventures or associate companies.

10) (a) The Company has not raised any money by way of initial public offer or further public offer(includingdebt instruments) therefore clause relating to diversion of said funds is not applicable.

(b) The company has made a right issue of an amount of Rs 1957.41 Lakhs during the year.

11) (a) No fraud by the company or fraud on the company has been noticedor reportedduring the year.

(b) No reportundersub-section(12) of section143 of the CompaniesAct has been filedby the auditorsin Form ADT-4 as prescribed under rule 13 of Companies (Audit and Auditors) Rules, 2014 with the CentralGovernment;

(c) No whistle-blower complaints, have been, receivedduring the year by the company;

12) The Company is not a Nidhi Company defined under section406 of Companies Act 2013

13) In our opinion,all transactionswith the relatedpartiesare in compliancewith section177 and 188 of CompaniesAct, 2013 and the details have been disclosed in the Standalone financialstatementsas required by the applicableaccountingstandards.

14) (a) The company has an internalaudit system commensurate with the size and nature of its business; (b) The reports of the InternalAuditors for the period under audit were considered by the us. 15) The company has not enteredinto any non-cash transactions with directors or persons connected with him.

16) (a) In our opinion, the company is a Non-Banking Financial Company and is required to be registeredunder section45-IA of the Reserve Bank of India Act, 1934 and accordingly, the= provisionsof clause 3(xvi) of the Order should have been applicable to the Company.(Read togetherwith our Basis for QualifiedOpinion in the IndependentAuditors Report)

(b) the company is not a Core Investment Company (CIC) as defined in the regulations made by the Reserve Bank of India.

(c) According to the informationand explanationsprovided to us during the course of audit, the Group does not have any CIC. Accordingly, the provisions of sub clause (xvi)(d) of para 3 the order are not applicable.

17) The company has incurred cash losses of Rs 182.78 lakhs in the financial year and in the immediatelypreceding financial year of Rs 453.18 Lakhs

18) There has been resignationof the statutory auditors during the year. We have adequately communicatedwith the outgoing auditors and no material issues, objections or concerns raised by the them.

19) On the basis of the financialratios, ageing and expecteddates of realisationof financialassets and paymentof financial liabilities, other informationaccompanying the Standalone financial statements , the auditors knowledge of the Board of Directors and managementplans, there is no material uncertaintyon the date of the audit report that company is capable of meeting its liabilities existing at the date of balance sheet as and when they fall due within a period of one year from the balance sheet date.

20) Provisions of section135 of the Companies Act 2013 relating to CSR activitiesregarding are not applicable on the Company

21) Reporting on any qualificationsor adverse remarks by the respectiveauditors in the Companies (Auditors Report)Order (CARO) reports of the companies included in the consolidatedStandalone financialstatements is not applicable in case of standalone financialstatements.

"AnnexureB" to the Independent Auditors Report

(Referred to in paragraph2(f) of the independent auditors report of even date on the Standalone financial statements of the company for the year ended March31, 2025.)

Report on the InternalFinancial Controlsunder Clause (i) of Sub-section 3 of Section143 of the Companies Act, 2013 ("theAct").

We have audited the internal financial controls over financial reporting of KAIROSOFT Al SOLUTIONS LIMITED ("theCompany") as of March 31, 2025 in conjunctionwith our audit of the Standalone financial statementsof the Company for the year ended on that date.

Managements Responsibility for Internal Financial Controls

The Board of Directors of the Company are responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the "Guidance Note on Audit of Internal Financial Controls Over Financial Reporting" (the "GuidanceNote") issued by the Institute of Chartered Accountants of India ("ICAI"). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparationof reliable financial information, as required under the Act.

Auditors Responsibility

Our responsibility is to express an opinion on the Companys internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the ‘GuidanceNote) and the Standards on Auditing, to the extent applicable to an audit of internal financial controls, both issued by the Institute of Chartered Accountants of India and deemed to be prescribed under section 143(10) of the Act to the extent applicable to an audit of internal financial controls both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operatedeffectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internalfinancialcontrols over financial reporting, assessing

the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditors judgement, including the assessment of the risks of material misstatementof the Standalone financialstatements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companys internal financialcontrolssystem over financialreporting.

Meaning of Internal Financial Controls Over Financial Reporting

A companys internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of Standalone financial statements for external purposes in accordance with generally accepted accounting principles. A companys internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of Standalone financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorisations of management and Directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the Companys assets that could have a material effecton the Standalone financialstatements.

Inherent Limitationsof Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2025, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

	For S. Agarwal & Co.
	CharteredAccountants
	FRN: 000808N
	Sd/-
Place: New Delhi	S.N. Agarwal
Date: 30.05.2025	(Partner)
UDIN: 25012103BMJBPU8779	M. No.: 012103