Pankaj Piyush Trade & Investment Ltd Directors Report

To,

The Members,

Your Boardof Directorspresentthe Companys43rd Annual Report togetherwith the AuditedFinancialStatements of your Company for the financialyear ended 31st March 2025.

1. FINANCIAL HIGHLIGHTS AND STATE OF AFFAIRS OF COMPANYS AFFAIRS

(a) Financial Highlights and Operational Overview

The performanceof your Company for the Financial Year ended on 31st March, 2025 is summarizedbelow:

Particulars	For the year ended 31st March, 2025	For the year ended 31st March,
	(in 000s)	2024 (in 000s)
Sales & Other Income	17718.25	18011.18
Operatingprofit before providing for interest & Depreciation	(23598.92)	(45317.68)
Less: Interest	-	-
Change in inventoriesof finished goods	-	-
Employeebenefitsexpenses	6750.16	6473.93
Depreciation and amortization expenses	293.03	132.10
Other Expenses	42559.44	6290.5
Total Expenses	49610.20	12896.54
Profit before tax	23891.95	(45449.80)
Less: Tax Expenses	34.39	0
Profit aftertax	(23926.35)	(45449.80)
Other Comprehensive Income	-	-
Total Comprehensive Income/	-	(45449.80)
(Loss) for the Year
Earning per Shares (Basic)	(20.23)	(113.62)
Earning per Shares (Diluted	(20.23)	(113.62)

(b) State of Company Affairsas on March 31, 2025

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

During the financial year 2024-25 total revenue collected by the company is Rs. 177,18,250/- as against Rs.180,11,180 /- in the previous year 2023-2024. Further, the company has incurred a net loss of Rs (2,39,26,350/-) as compared to net loss of Rs. (4,54,49,800/-) in the previous year 2023-2024. Barring unforeseen circumstances, your company will perform better in the current year.

(c) Capital Structure

The Authorized Share Capital as at 31st March, 2025 stood at Rs. 21,00,00,000/- (Rupees Twenty-One Crores Only) divided into 19000000 (One Crores Ninety Lakhs) Equity Shares of 10/- (Rupees Ten Only) and 2000000 (Twenty Lakhs) Preference shares of 10/- (RupeesTen Only).Duringthe year under review,therewas no changein the AuthorizedShareCapital of the Company.

The Paid-up Share Capital as at 31st March, 2025 stood at Rs 3,18,29,560/- (Rupees Three Crores Eighteen Lacs Twenty-Nine Thousand Five Hundred Sixty only) divided into 31,82,956 (Thirty-One Lacs Eighty-Two Thousand Nine Hundred Fifty-Six only) Shares out of which 11,82,956 (Eleven Lacs Eighty-Two Thousand Nine Hundred Fifty-Six only) Equity Shares and 20,00,000 (TwentyLacs only) Preference Shares.

Changes duringthe financial year in Capital Structure

During the year under review, the company has made allotment of 7,82,956 (Seven Lacs Eighty-Two Thousand Nine Hundred Fifty-Six only) Equity Shares on 10th March, 2025 via Right Issue which was approved by the Right Issue Committee in its Meeting held on 10th March, 2025. Therefore, the companys paid up share capital as on 31 March, 2025 stands at Rs 3,18,29,560/- (Rupees Three Crores EighteenLacs Twenty-Nine Thousand Five HundredSixty only).

(d) Transferto Reserves

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

(e) Dividend

The Board of Directors has decided not to declare any dividend for the financial year 2024-25 in order to maintain liquidity of funds. The Board assures you to present a much strongfinancialstatementsin upcoming years.

(f) Loans, Guaranteesand Investments

The particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilised as per the provisions of Section 186 of the Act are provided in the financialstatementsfor the financial year ended 31st March, 2025. (Please referto Notes to the financialstatements).

(g) Material changes and commitments, if any, affecting the financial position of the company which have occurred between the end of the financial year of the companyto which the financial statementsrelate and the date of the report

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

(h) Significant & Material Orders passed by the Regulators or Courts or Tribunals.

1. During the year under review, the BSE Limited had imposed a SOP fine amounting of Rs 1,08,560/- (One Lakhs Eight Thousand Five Hundred and Sixty) on the Company under Reg 6(1) of SEBI (LODR) Reg, 2015. On 15th April, 2025, the Company has paid the entireamount of the fine to the BSE, ensuring compliances with the regulatory requirement.

2. On April 4, 2025, the Bombay Stock Exchange (BSE) issued a notice informing that the Companys securities have been placed under Graded SurveillanceMeasure (GSM- Stage 4), effectivefrom April 7, 2025.

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

However, vide order dated 9th April, 2025, the Honble Justice Vikas Mahajan, presiding in Court No. 13 of the Honble High Court of Delhi, dismissed the writ petition bearing W.P.(C) No. 4633/2025 and CM APPL. No. 21406/2025, on the ground of lack of territorial jurisdiction and the Court granted us the liberty to approach the jurisdictionally appropriate High Court, namely Bombay High Court, for seeking appropriate reliefs in accordance with law. Accordingly, the Company has approached the Honble Bombay High Court for necessary reliefs and appropriate directions in the said matter. The matter is currently pending in the Bombay High Court.

Further, on 05th August, 2025, the BSE Limited issued Notice to moved out the securities of the Company from Graded Sur-veillanceMeasure (GSM- Stage 4).

We will keep stakeholdersinformedabout the progressof the writ petition.

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

2. CHANGES IN THE NATURE OF BUSINESS

During the year under review, the Company underwent a significant transformation, changing its name from Pankaj Piyush Trade and Investment Limited to Kairosoft AI Solutions Limited, reflecting its new direction and focus on Artificial Intelligence (AI). This strategic shift, driven by the need to diversify its business and explore new opportunities, aims to leverage the companys strengths, drive growth, and enhance shareholder value. and altered its Memorandum of Association to include new objects, enabling it to engage in AI-related activities, and the alteration was approved by shareholders through a postal ballot dated July 18, 2024.

With its new name and expanded objects, the Company is poised to capitalize on emerging opportunities in the AI sector, driving innovation, growth, and value creationfor its stakeholders.

3. PUBLIC DEPOSIT

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

4. REGULATORY STATEMENT

In conformity with the provision of Regulation 34 of SEBI (Listing Obligations Disclosure Requirements), Regulations, 2015, the required disclosures for the year ended 31st March, 2025 are annexedhereto.

5. DIRECTORSAND KEY MANAGERIAL PERSONNEL

As on 31st March, 2025, your Companys Board has five members. This includes two Executive Directors one of whom is Managing Director, one Non-Executive Non-Independent Director and two Non-Executive Independent Director one of whom is Woman Independent Director. The details of which were fully set forth in the Corporate Governance Report, annexed to this Annual Report.

A. CHANGES IN BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

CHANGES IN BOARD OF DIRECTORS

Appointments

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

a) Mr.Dipak Dwiwedi (DIN:07855597)as an Additional Director (Non-Executive)of the Company w.e.f.13th June, 2024. (*)

b) Mr. VevekChauhan (DIN: 06380025) as an Additional Director (ExecutiveDirector) of the Company w.e.f.13th June, 2024. (*)

c) Mr.Sagar Khurana(DIN: 07691118), an ExecutiveDirectorof the Companyhas been designatedas the Managing Director of the Company w.e.f. 13th June, 2024. (*)

d) Mr. Peeyush Sethia (DIN: 09850692) as an Additional Director (Non-Executive Independent Director) of the Company w.e.f.28th August, 2024. (**)

e) Mr. Achal Kapoor (DIN: 09150394) as an Additional Director (Non-ExecutiveIndependentDirector)of the Company w.e.f. 03rd October, 2024. (***) f) Mr. Santosh Kumar Kushwaha (DIN: 02994228) as an Additional Director (Executive Director) of the Company w.e.f. 03rd October, 2024. (***)

g) Mr. Deva Kumar (DIN: 09003288) as an Additional Director (Non-Executive Non-Independent Director) of the Company w.e.f.03rd October, 2024. (***)

(*) The aforementioned appointments of Mr. Dipak Dwiwedi, Mr. Vivek Chauhan and Change in designation of Mr. Sagar Khurana were approved by the Members through Postal Ballot dated 18th July, 2024 for which the remote e-voting period were commencedfrom Wednesday,19th June, 2024 and ended on Thursday,18th July,2024.

(**) The appointment was not approved by the shareholders at AGM held on 25th September, 2024. Consequently, his office has been vacateddue to completion of his tenure as an Additional Director.

(***) The appointments of Mr, Achal Kapoor, Mr. Santosh Kumar Kushawaha and Mr. Deva Ram were further approved by the Shareholders at the Extra-Ordinary General Meeting held on 28th October, 2024.

Further, The Board in its Meeting held on 30th June, 2025 has appointed Mr. Prashant Sethi (DIN:00395127) as an Additional Director of the Company. However, due to other preoccupancy, he has resigned from his office w.e.f., 5th August, 2025.

Furthermore, on recommendation of NRC Committee, the Board has appointed Mr. Santosh Kumar Kushawaha (DIN:02994228) as an Additional Director (Non-Executive Director) w.e.f. 5th August, 2025 and has changed the designation of Mr. Deva Ram (DIN: 09003288) from Non-Executive Director to Executive Director w.e.f. 5th August, 2025. The said appointment and change in designationis proposed in the ensuingAGM for the approvalof the members of the Company.

Cessations

a) Mr.Amit Grover(DIN: 09765198) had resignedfromthe officeof ExecutiveDirectorof the Companyw.e.f.13th June, 2024.

b) Mr. Anshul Sakuja (DIN: 09765150) had resigned from the office of Non-Executive Director of the Company w.e.f. 13th June, 2024

c) Mr. Dipak Dwiwedi (DIN:07855597) had resigned from the office of Additional Director (Non-Executive) of the Companyw.e.f. 28th August, 2024.

d) Mr. Vivek Chauhan (DIN: 06380025) had resigned from the office of Additional Director (Executive Director) of the Company w.e.f.28th August, 2024.

h) Mr. Prateek Kumar (DIN: 02923372) had resigned from the office of Independent Director of the Company w.e.f. 28th August, 2024.

i) Mr.Santosh Kumar Kushawahahad resignedfrom the office of Executive Director of the Company w.e.f.30th June, 2025.

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

B. CHANGE IN KEY MANAGERIAL PERSONNEL

The following changes were made in the Key Managerial Personnel of the Company during the Financial Year ended 31 March, 2025;

Appointments

On recommendationof Nomination and RemunerationCommittee and Audit Committee, the Board had appointed.

1) Mr, Raman Kumar as Chief Financial Officer of the Company with effectfrom 14th November, 2024.

2) Mr. Bhag Chand Sharma, as Company Secretary and Compliance Officer of the Company with effect from 14th November, 2024.

Cessations

1) Mr.Lakshy, Chief Financial Officer (CFO) of the Company has resignedfrom his office with effectfrom 14th November, 2024.

Changes occurredafter the closure of the FinancialYear 2024-25:

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

Ms. Ayushi Sinha, as Chief FinancialOfficer of the Company with effect from 30th May, 2025.

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

B. Mr.Raman Kumar, Chief FinancialOfficer (CFO)of the Companyhas tenderedhis resignationfrom his office with effectfrom 30th May, 2025.

C. Mr.Bhag Chand Sharma, CompanySecretaryand Compliance Officer has tenderedhis resignationfrom his office with effect from 30th May, 2025.

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

C. RETIRE BY ROTATION

Pursuant to Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Deva Ram (DIN: 09003288) is liable to retireby rotationat this Annual General Meeting and being eligible offershimself for re-appointment.

D. MEETING OF INDEPENDENT DIRECTORS

The Independent Directors of the Company met one time during the year where all the independent directors were present under the requirement of the Companies Act, 2013. The Meeting of Independent Directorswas held on 10th March, 2025.

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

CONDUCT

The Company has received declarations from each Independent Director of the Company confirming that they met with the criteriaof independenceas laid down in sub-section(6) of Section149 of the CompaniesAct, 2013 and under Regulation16(1) (b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Act. The Board is in the opinion that the directors of the company (including independent directors) are of integrity, expertise and experience (including the proficiency) who was appointed during the financial year. The Board has received declarations from every director about the Compliance of CompanysCode of Conduct.

F. FAMILIARIZATIONPROGRAMME FOR INDEPENDENTDIRECTORS

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

G. KEY MANAGERIAL PERSONNELOF THE COMPANY

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

1) Mr.Sagar Khurana Managing Director

2) Ms. Naina Soni- Company Secretary and Compliance Officer and;

3) Ms. Ayushi Sinha- Chief FinancialOfficer

H. ATTRIBUTES, QUALIFICATIONS AND APPOINTMENT OF DIRECTORS

The Nomination and Remuneration Committee has adopted the attributes and qualifications as provided in Section 149(6) of the Act and Rule 5 of the Companies (Appointment and Qualification of Directors) Rules, 2014, in respect of Independent Directors. The Committee has also adopted the same attributes and qualifications, to the extent applicable, in respect of Non-Independent Directors. All the Non-ExecutiveDirectors of the Company fulfil the fit and proper criteria for appointment as Directors.

I. REMUNERATION POLICY

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

J. BOARD PERFORMANCE EVALUATION

The Board carried out formal annual evaluation of its own performance and that of the individual Directors as also functioning of the Board Committees pursuant to the provisions of Companies Act, 2013, SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 and the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017, as required in terms of Section 134 (3) (p) of the Act. The performance evaluation of the Board, its committees and individual Directors was based on criteria approved by the Nomination and Remuneration Committee. The Directors expressed their satisfaction with the overall evaluation process. In the separate meeting of Independent directors, performance of non-independent directors, the Chairman of the Board and the board as a whole was evaluated, taking into account the views of executivedirectorsand non-executivedirectors.

6. NUMBER OF BOARD MEETINGS

During the year ended 31 March, 2025, the Board met 9 (Nine) times. The Intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 (the "Act"). Required quorum was present throughout each meeting as per the requirement of the law except in the First Board Meeting scheduled to be held on 29th May, 2024 and the same has been adjourned due to the want of Quorum for the next day i.e. 30th May, 2024.

For more details please referCorporateGovernanceReport which forms part of this report.

S.No.	Date of Meeting	Total Number Directors Associated as on the date of meeting	Number of directors attended	% of attendance
1	30th May, 2024*	5	5	100
2	13th June, 2024	5	5	100
3	12th August, 2024	5	5	100
4	28th August, 2024	5	5	100
5	29th August, 2024	5	5	100
6	03rd October, 2024	5	5	100
7	14th November, 2024	5	5	100
8	20th November, 2024	5	5	100
9	11th February,2025	5	5	100

*The meeting was originally scheduled on 29th May, 2024. However, due to want of quorum the same was adjourned for the next day, same time and same place i.e. on 30th May, 2024.

7. BOARD COMMITTEE AND MEETINGS

As on 31st March, 2025, the Company 3 (Three) Board Committeeswith the following members:

Audit	Committee
1	Mr.Achal Kapoor	Chairperson- Non-Executive - Independent Director
2	Mrs. Anupma Kashyap	Member- Non-Executive - Independent Director
3	Mr.Santosh Kumar Kushawaha	Member- Executive Director
Nomination and RemunerationCommittee
1	Mrs. Anupma Kashyap	Chairperson- Non-Executive - Independent Director
2	Mr.Achal Kapoor	Member-Non-Executive - Independent Director
3	Mr.Deva Ram	Member-Non-Executive-Non Independent Director
Stakeholders Relationship Committee
1	Mrs. Anupma Kashyap	Chairperson- Non-Executive - Independent Director
2	Mr. Achal Kapoor	Member- Executive Director-MD
3	Mr. Deva Ram	Member- Non-Executive - Non Independent Director

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

THE DETAILS OF THE AUDIT COMMITTEE MEETINGHELD DURING THE YEAR ARE AS FOLLOWS:

During t S.No. h	Date of Meeting	hTotal Number Of Members entitled to attendthe Meeting	Total Number Of Members entitled to attend the Meeting	% of attendance
1.	30th May, 2024	3	3	100
2.	12th August, 2024	3	3	100
3.	29th August, 2024	3	3	100
4.	14th November, 2024	3	3	100
5.	11th February,2025	3	3	100

THE DETAILS OF THE NOMINATION AND REMUNERATIONCOMMITTEEMEETINGHELDDURINGTHE YEAR ARE AS FOLLOWS:

During the year ended 31st March, 2025, 4 (Four) Meetings of the Nominationand RemunerationCommitteewere held on:

S.No.	Date of Meeting	Total Number Of Mebers entitled to attend the Meeting	Number Of directors Attended	% of attendance
1	13th June, 2024	3	3	100
2	28th August, 2024	3	3	100
3	03rd October, 2024	3	3	100
4	14th November, 2024	3	3	100

THE DETAILS OF THE STAKEHOLDERS RELATIONSHIP COMMITTEE MEETING HELD DURING THE YEAR ARE AS FOLLOWS;

During the year ended 31st March, 2025, 2 (Two)meetingsof Stakeholders Relationship Committee were held on:

S.No.	Date of Meeting	Total Number Of Members entitled to attendthe Meeting	Number Of directors Attended	%of attendance
1	30th May, 2024	3	3	100
2	14th November, 2024	3	3	100

8. DIRECTORS RESPONSIBILITY STATEMENT

As required under Section134(5) of the Act, your Board of Directorsto the best of their knowledge and ability confirm that:

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

2) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

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

4) they have preparedthe Annual Accounts on a going concernbasis;

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

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

9. SUBSIDIARIES, ASSOCIATESAND JOINT VENTURES

As at 31 March, 2025 the Company does not have any subsidiary, associate or joint venture. Hence, Form AOC-1 is Not Applicable.

10. LISTING INFORMATION

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

11. DEMATERIALIZATIONOF SHARES

The securitiesof the Company are admittedwith NSDL and CDSL, the ISIN allottedto the Company is INE820M01018.

12. DETAILS OF INVESTORS GRIEVANCES/ COMPLAINTS

During the financial year ended March 31, 2025, the Company did not receive or resolve any investor complaints. As of March 31, 2025, there were no pending complaints registered with SEBI, and no outstanding requests for share transfers or dematerialization of shares.

13. CORPORATE GOVERNANCE

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

14. CORPORATE SOCIAL RESPONSIBILTY

During the year under review, your Company does not touch the threshold limit as per the provisions of Section 135 of the Companies Act,2013, accordingly the Company does not require to meet out the Compliance requirement as stipulated under Section135 of the Companies Act, 2013.

15. PARTICULARSOF EMPLOYEES:

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

Thereare no employeesdrawingremunerationin excess of the limits set out in the said Rules during the financialyear.Disclo-sures pertaining to remuneration and other details as required under Section 197(12) of t he Companies Act, 2013 Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules, 2014 are as follows:

The Ratio of the remunerationof each director and ke y managerialpersonnel to the med ian remunerationof the employees of the Company for the financial year 2024 -25:

S.No.	Name	Designation*	Ratio
01.	Mr.Prateek Kumar	ID	d 0
02.	Mr.Amit Grover	ED	0
03.	Mr.Anshul Sakuja	NED	0
04.	Mr.Dipak Dwiwedi	NED	0
05.	Mr.Vevek Chauhan	ED	0
06.	Mr.Peeyush Sethia	ID	0
07.	Mr.Santosh Kumar Kushawaha	ED	0
08.	Mr.Deva Ram	NED	5.05
09.	Mrs. Anupma Kashyap	ID	0
10.	Mr.Achal Kapoor	ID	0
11.	Mr.Lakshay	CFO	1.67
12.	Mr.Raman Kumar	CFO	0
13.	Mr.Bhag Chand Sharma	CS	0.79

Percentageincreasein remunerationof each director, Chief Financial Officer, Chief Executive Director& CompanySecretary or Manager in the financial year 2024-25:

S.No.	Name	Designation*	% increase
01.	Mr.PrateekKumar	ID	Nil
02.	Mr.Amit Grover	ED	Nil
03.	Mr.Anshul Sakuja	NED	Nil
04.	Mr.Dipak Dwiwedi	NED	Nil
05.	Mr.Vevek Chauhan	ED	Nil
06.	Mr.Peeyush Sethia	ID	Nil
07.	Mr.Santosh Kumar Kushawaha	ED	Nil
08.	Mr.Deva Ram	NED	Nil
09.	Mrs. Anupma Kashyap	ID	Nil
10.	Mr.Achal Kapoor	ID	Nil
11.	Mr.Lakshay	CFO	10%
12.	Mr.Raman Kumar	CFO	Nil
13.	Mr.Bhag Chand Sharma	CS	Nil

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

Percentage increase in Median remunerationof employees in financialyear 2024-25: Nil

Number of permanentemployees on rolls of the Company as on 31st March, 2025: 30

Average percentile increases already made in the salaries of employees other than the Managerial Personnel in the last financial year and its comparison with the percentileincreasein the managerial remunerationand justificationthereof:NIL

However, in comparison, the average percentile increase in the remuneration of managerial personnel (i.e., Managing Director, Whole-time Directors, and CEO) was 3.3% during the same period. The increase in managerial remuneration was based on: Increased responsibilities, Industry benchmarking and alignment with market trends to retain key talent at leadership levels.

Averageremunerationincrease for Non-ManagerialPersonnelof the Company during the financialyear was: Nil

16. Disclosureunder Section22 of the Sexual Harassmentof Womenat Workplace (Prevention,Prohibitionand Redressal)Act, 2013:

The Company provides a gender friendly workplace, during the year under review, there were no cases filed pursuant to Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has not received any complaints of work place complaints, including complaintson sexual harassment during the year under review.

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

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

17. StatementWith RespectTo Complianceof Provisions RelatingTo The MaternityBenefit Act 1961

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

18. ParticularsOf Energy Conservation, Technology Absorptionand Foreign Exchange Earning And Outgo

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

1. CONSERVATION OF ENERGY

a. Steps taken on conservation of energy and impact thereof: Efforts to conserve electricity by operating only necessary lights, fittingsand fixtures were made during the financialyear 2024-25.

b. Steps taken by the companyfor utilizingalternatesourcesof energy: Nil c. Capital investmenton energy conservationequipment: Nil 2. TECHNOLOGY ABSORPTION

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

b. No technologywas/wereimported duringthe last 3 years reckonedfrom the beginningof the financial year

c. Expenditureincurredon research and development Nil

3. FOREIGN EXCHANGE EARNINGS AND OUTGO

There were no foreignexchangeearnings or outflow during the Financial Year 2024-25

19. HEALTH,SAFETY AND ENVIRONMENT:

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

20. MANAGINGDIRECTOR AND CHIEF FINANCIAL OFFICER (CFO) CERTIFICATION

As required under the Listing Regulations, the Managing Director and the CFO of the Company have certified the accuracy of financial statements for the financial year 2024-25 and adequacy of internal control systems for financial reporting for the said year, which is appended to this Report as ANNEXURE V.

21. INTERNAL FINANCIAL CONTROLS

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

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

22. AUDITORS

A. STATUTORYAUDITORAND AUDIT REPORT

Upon recommendation of the Audit Committee and Board of Directors, M/s. S. Agarwal & Co., Chartered Accountants (ICAI Firm Registration No. 000808N} were appointed at the Extra Ordinary General Meeting of the Company held on 28th October, 2024 and shall hold office until the conclusion of the ensuing Annual General Meeting to be held in the year 2025, pursuant to section139 & 142 of the Companies Act, 2013 read with Rule 6 of the Companies (Audit and Auditors) Rules, 2014.

During the year under review, the Auditors had not reported any matter under Section 143 (12) of the Act, therefore no detail is required to be disclosed under Section134(3)(ca) of the Act.

However, the audit report contains some qualifications in the financial statements of the Company for the financial year ended on 31st March, 2025

The Board has issued the following Explanations on the commentsmade by the auditor in his report;

S.No.	REMARK ON AUDIT REPORT	BOARDS COMMENT
1.	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 compa- ny 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 compa- ny is satisfying both the criteria as mentioned in above RBI Circular but it has not registered itself as NBFC.	The Company had previously been engaged in the business of trade and investment, and the loans were disbursed in the ordinary course of business. During the year under review, the Company has diversified its business by changing its objects to include Artificial Intelligence (AI). The management is actively taking measures to reallocate loan amounts towards growing the AI business, aligning the Companys operations with its new strategic focus. This transition is expected to drive growth and enhance shareholder value.
2.	The company has granted unsecured loans total amounting to Rs 20,54,11,444 outstanding as on 31% March, 2025 (Rs 20,47,80,815 for the year ended on 31% March 2024). In the absence of terms and conditions of loans, repayment sched- ules and other terms, we cannot comment on terms of repayment of the loans and whether they are prejudicial to the interests of the company or not.	The Management confirms that the Company has duly executed loan agreements with lenders, outlining detailed terms and conditions for the unsecured loans in question. These agreements have been structured to align with the Companys financialobjectives and strategies. The management assures that the terms of these loans are not prejudicial to the interests of the Company. We have submitted the loan agreements to the Auditor, who has acknowledged the terms and conditions and issued a No Objection Certificate (NOC) regardingthis qualification.

B. SECRETARIALAUDITOR & SECRETARIAL AUDIT

Pursuant to Section 204 of the Companies Act, 2013, and the rules made there under, M/s Sumit Bajaj & Associates (ACS No: 45042, CP No: 23948), Company Secretaries in practice, was appointed as the Secretarial Auditor of the Company for the year 2024-2025. The Secretarial Audit Report issued by Mr. Sumit Bajaj, Practicing Company Secretary is provided under Annexure III to this Report along with the SecretarialCompliance Report.

C. INTERNAL AUDITOR

M/s Jain Rajeev & Associates, Chartered Accountants, is appointed as Internal Auditor of the Company to conduct the internal audit of the Company for the Financial Year 2024-25, as required under Section 138 of the Companies Act, 2013 and the Companies (Accounts) Rules, 2014.

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

There are no qualifications, reservations, or adverse remarks made by Internal Auditors in their Report during the Financial Year 2024-25.

23. MAINTENANCE OF COST RECORDS AS SPECIFIEDUNDER SECTION 148 OF THE COMPANIESACT, 2013

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

24. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SECTION 143(12) OTHER THAN THOSE WHICH ARE

REPORTABLETO THE CENTRAL GOVERNMENT

During the Financial Year 2024-25 no frauds were reported to the Central Government or to the Board of Directors or the Audit Committeeof the Board of Directorsin terms of provisionsof Companies Act, 2013.

25. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

26. COMPLIANCE WITH SECRETARIALSTANDARD

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

27. EXTRACTS OF ANNUAL RETURN

The Annual Return of the Company for the financial year ended 31st March, 2025 is available on the website of the Company which can be accessed at https://kairosoft.ai/shareholder-info/

28. ESTABLISHMENTOF VIGIL MECHANISM

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

29. PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for the Prevention of Insider Trading to regulate trading in its securities by Directors and designated employees. The Code mandates prior clearance for any dealings in the Companys shares and strictly prohibits trading while in possession of unpublished price-sensitive information or during periods when the Trading Window is closed. The Board of Directors is responsible for overseeing the implementation of this Code. All Directors and designated employees have confirmedtheir compliancewith its provisions.

30. CFO CERTIFICATE

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

31. INDUSTRIAL RELATIONS

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

32. GENERAL DISCLOSURES

During the financial year 2024-25, the Company has issued shares on a right basis, following receipt of all necessary Statutory as well as Regulatory Approvals. The details of the right issue are as follows:

a) The Board of Directors of the Company in its Meeting held on 20th November, 2024 has considered and approved the raising of funds by way of Right Issue with an amount aggregating up to Rs 20 crore (Rupees Twenty Crores) to the eligible equity shareholdersof the Company. The RightIssue was openedon February20, 2025 and closedon 28th February, 2025.

b) On 10th March, 2024, the Right Issue Committee has considered and approved the allotment of 7,82,956 Equity Shares at an Issue Price of Rs 250 per Equity Shares (including premium of Rs 240 per equity shares) ("issue price") to the eligible allottees. Further, apart from the aforesaid issues there were no material transactions held during the financial year under review.

33. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND

THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

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

34. CORPORATEINSOLVENCYRESOLUTIONPROCESS INITIATEDUNDER THE INSOLVENCYAND BANKRUPTCYCODE, 2016 (IBC):

No CIRP process has been initiated by or againstthe Company during the Financial year 2024-25 under IBC Code, 2016.

35. VOLUNTARY REVISION OF FINANCIAL STATEMENTSOR BOARDS REPORT

The same is not applicable on the Company.

36. DETAILSOF ISSUE OF EMPLOYEE STOCK OPTION SCHEME AND SWEAT EQUITY SHARES

The same is not applicable on the Company.

37. APPRECIATION

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

Registered Office: DPT612, F-79& 80, DLF Prime Towers,	For and on behalf of the	Board of Directors
Okhla Industrial Estate, South Delhi, Delhi, India, 110020	KAIROSOFT AI SOLUTIONS LIMITED
CIN:L22209DL1982PLC256291	(formerlyknownas PankajPiyushTrade& InvestmentLimited)
Email ID: infopptinvestment@gmail.com
	Sd/-	Sd/-
	Mr. Sagar Khurana	Mr. Deva Ram
Date: 20.08.2025	(ManagingDirector)	(Director)
Place: New Delhi	DIN: 07691118	DIN: 09003288