Directors Report of Kairosoft AI Solutions Ltd.

Mar 31, 2025

Your Board of Directorspresentthe Company''s 43rd Annual Report togetherwith the Audited FinancialStatements of your Company for the financialyear ended 31st March 2025.

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

(a) Financial Highlights and Operational Overview

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

Particulars	For the year ended 31st March, 2025 (in 000''s)	For the year ended 31st March, 2024 (in 000''s)
Sales & Other Income	17718.25	18011.18
Operating profit before providing for interest & Depreciation	(23598.92)	(45317.68)
Less: Interest	-	-
Change in inventoriesof finished goods	-	-
Employeebenefits expenses	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/ (Loss) for the Year	-	(45449.80)
Earning per Shares (Basic)	(20.23)	(113.62)
Earning per Shares (Diluted	(20.23)	(113.62)

(b) Stateof CompanyAffairsason 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 related to 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 31^st 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 Authorized Share Capital of the Company.

The Paid-up Share Capital as at 31^st 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 (Twenty Lacs 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 10^th March, 2025 via Right Issue which was approved by the Right Issue Committee in its Meeting held on 10^th March, 2025. Therefore, the company''s paid up share capital as on 31 March, 2025 stands at Rs 3,18,29,560/- (Rupees Three Crores Eighteen Lacs Twenty-Nine Thousand Five Hundred Sixty 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 consideration of 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 presenta much strongfinancialstatementsin upcomingyears.

(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 financialstatementsforthe financialyear ended 31^st March, 2025. (Please referto Notes to the financial statements).

(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 statements relate and the date of the report

No Material changes and commitments affecting the financial position of the company have occurred between the end of the financialyear of the companyto which the financialstatements relate 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 15^th April, 2025, the Company has paid the entireamount of the fine to the BSE, ensuring complianceswith the regulatory requirement.

2. On April 4, 2025, the Bombay Stock Exchange (BSE) issued a notice informing that the Company''s securities have been placed under Graded Surveillance Measure (GSM-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 9^th April, 2025, the Hon''ble Justice Vikas Mahajan, presiding in Court No. 13 of the Hon''ble 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 Hon''ble 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 Surveillance Measure (GSM- Stage 4).

We will keepstakeholdersinformedabout 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 company''s 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 company''s 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 creation for 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 31^st March, 2025 are annexed hereto.

5. DIRECTORSAND KEY MANAGERIAL PERSONNEL

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

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

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

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

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

c) Mr. Sagar Khurana(DIN: 07691118), an Executive Directorof the Company has been designated as the Managing Director of the Company w.e.f. 13^th June, 2024. (*)

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

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

f) Mr. Santosh Kumar Kushwaha (DIN: 02994228) as an Additional Director (Executive Director) of the Company w.e.f. 03^rd October, 2024. (***)

g) Mr. Deva Kumar (DIN: 09003288) as an Additional Director (Non-Executive Non-Independent Director) of the Company w.e.f.03^rd 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 18^th July, 2024 for which the remote e-voting period were commencedfrom Wednesday, 19^th June, 2024 and ended on Thursday, 18^th July, 2024.

(**) The appointment was not approved by the shareholders at AGM held on 25^th September, 2024. Consequently, his office has been vacated due 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 28^th October, 2024.

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

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

Cessations

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

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

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

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

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

i) Mr.Santosh Kumar Kushawaha had resignedfrom the office of Executive Directorof the Companyw.e.f. 30^th 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 FinancialOfficerofthe Company with effectfrom 14^th November, 2024.

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

Cessations

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

Changes occurred after the closure of the FinancialYear 2024-25:

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

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

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

B. Mr. Raman Kumar, Chief Financial Officer (CFO) of the Companyhas tendered his resignationfrom his office with effectfrom 30^th May, 2025.

C. Mr. Bhag Chand Sharma, CompanySecretaryand Compliance Officer has tendered his resignationfrom his office with effect from 30^th 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 retire by 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 10^th 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 Section 149 of the CompaniesAct, 2013 and underRegulation 16(1)

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

F. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

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

H. ATTRIBUTES, QUALIFICATIONS AND APPOINTMENT OF DIRECTORS

The Nomination and Remuneration Committee has adopted the attributes and qualifications as provided in Section 149(6) of the Act and Rule 5 of the Companies (Appointment and Qualification of Directors) Rules, 2014, in respect of Independent Directors. The Committee has also adopted the same attributes and qualifications, to the extent applicable, in respect of NonIndependent Directors. All the Non-Executive Directors 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. BOARDPERFORMANCE 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-executive directors.

6. NUMBEROF 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 29^th May, 2024 and the same has been adjourned due to the want of Quorum for the next day i.e. 30^th May, 2024.

For more details please refer Corporate Governance Report 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 MEETING HELD DURING THE YEAR ARE AS FOLLOWS:
	S.No. U	Date of Meeting	Total Number Of Members entitled tc 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 REMUNERATION COMMITTEE MEETING HELD DURINGTHE YEAR ARE AS FOLLOWS: During the year ended 31st March, 2025, 4 (Four) Meetings of the Nomination and Remuneration Committee were 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 STAKEHOLDER''S RELATIONSHIPCOMMITTEE MEETING HELD DURING THE YEAR ARE AS FOLLOWS; During the year ended 31st March, 2025, 2 (Two) meetingsof Stakeholder''s 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 Section 134(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 explanation relating to material departures, if any;

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

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

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

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

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

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. DEMATERIALIZATION OF SHARES

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

12. DETAILS OF INVESTOR''S 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 Corporate Governance 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 Section 135 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 employeesdrawingremuneration in excess of the limits set out in the said Rules during the financialyear. Disclosures pertaining to remuneration and other details as required under Section 197(12) oft 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 key managerialpersonneltothe median remunerationof the employees of the Company forthe financial year 2024 -25:
	S.No.	Name	Designation*	Ratio
	01.	Mr. Prateek Kumar	ID c	0
	02.	Mr. Amit Grover	ED	0
	03.	Mr. AnshulSakuja	NED	0
	04.	Mr. Dipak Dwiwedi	NED	0
	05.	Mr. Vevek Chauhan	ED	0
	06.	Mr. PeeyushSethia	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, ChiefFinancial Officer, Chief ExecutiveDirector& Company Secretary or Manager in the financial year 2024-25:
	S.No.	Name	Designation*	% increase
	01.	Mr. Prateek Kumar	ID	Nil
	02.	Mr. Amit Grover	ED	Nil
	03.	Mr. AnshulSakuja	NED	Nil
	04.	Mr. Dipak Dwiwedi	NED	Nil
	05.	Mr. Vevek Chauhan	ED	Nil
	06.	Mr. PeeyushSethia	ID	Nil
	07.	Mr.Santosh Kumar Kushawaha	ED	Nil
	08.	Mr. Deva Ram	NED	Nil	Page no. 31

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.

Average remuneration increase for Non-Managerial Personnel of the Company during the financialyear was: Nil

16. Disclosureunder Section 22 of the Sexual Harassment of 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 Respect To Complianceof Provisions RelatingToThe 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 welfare of its women employeesin accordance with applicable laws.

18. Particulars Of Energy Conservation, Technology Absorption and Foreign Exchange Earning And Outgo

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

2. TECHNOLOGYABSORPTION

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

b. No technology was/wereimported duringthe last 3 years reckoned from the beginningof the financialyear

c. Expenditureincurredon research and development - Nil

3. FOREIGN EXCHANGE EARNINGS AND OUTGO

There were no foreign exchange earnings or outflow during the Financial Year 2024-25

19. HEALTH, SAFETY AND ENVIRONMENT:

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

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

As required under the Listing Regulations, the Managing Director and the CFO of the Company have certified the accuracy of financial statements for the financial year 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 Company''s size and type of business. The goal of these procedures is to ensure the efficient use and protection of the Company''s resources, the accuracy of financial reporting, and compliance with statutes and Company procedures. The existing system ensures the orderly and efficient conduct of business, including adherence to Company policies, the protection of assets, the prevention and detection of fraud and errors, the accuracy and completeness of accounting records, and the timely preparation of reliable financial information. There were no instances of fraud during the year under review.

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

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 28^th October, 2024 and shall hold office until the conclusion of the ensuing Annual General Meeting to be held in the year 2025, pursuant to section 139 & 142 of the Companies Act, 2013 read with Rule 6 of the Companies (Audit and Auditors) Rules, 2014.

During the year under review, the Auditors had not reported any matter under Section 143 (12) of the Act, therefore no detail is required to be disclosed under Section 134(3)(ca) of the Act.

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

The Board has issued the following Explanationson the commentsmade by the auditor in his report;
S.No.	REMARK ON AUDIT REPORT	BOARD''S 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 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 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 Company''s 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 schedules 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 Company''s financial objectives 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 Secretarial Compliance Report.

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 SPECIFIED UNDER 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

Management''s Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(2) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is enclosed herewith and marked as ANNEXUREIV 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. ESTABLISHMENT OF VIGIL MECHANISM

The Vigil Mechanism Policy of the Company is formulated in terms of Section 177 (9) of the Companies Act, 2013 read with the provisions of the Listing Agreement with the Stock Exchange(s) and thereby also incorporates Whistle Blower Policy 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 Company''s shares and strictly prohibits trading while in possession of unpublished price-sensitive information or during periods when the Trading Window is closed. The Board of Directors is responsible for overseeing the implementation of this Code. All Directors and designated employees have 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 annexed herewithand marked as ANNEXURE-V.

31. INDUSTRIAL RELATIONS

During the year under review, your Company enjoyedcordial relationship with employeesat 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 20^th 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 wasopenedon February20, 2025 and closedon 28^th February, 2025.

b) On 10^th 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. CORPORATEINSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCYAND BANKRUPTCY CODE, 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 STATEMENTS OR BOARD''S REPORT

The same is not applicable on the Company.

36. DETAILS OF ISSUE OF EMPLOYEESTOCK OPTION SCHEMEAND SWEAT EQUITY SHARES

The same is not applicable on the Company.

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

---

Mar 31, 2024

Your Board of Directors present the Company’s Annual Report together with the Audited Financial Statements of
your Company for the financial year ended 31st March 2024.

FINANCIAL SUMMARY AND HIGHLIGHTS

Particulars	For the year ended 31st March, 2024 (Rs. In 000’s)	For the year ended 31st March, 2024 (Rs. In 000’s)
Sales & Other Income	18011.18	37458.96
Operating profit before providing for interest & Depreciation	(45317.68)	(112.39)
Less: Interest	0	0
Change in inventories of finished goods	0	34141.80
Employee benefits expenses	6473.93	2235.55
Depreciation and amortization expenses	132.10	139.54
Other Expenses	6317.40	1194
Total Expenses	12896.52	37710.89
Profit before tax	(45449.78)	(251.93)
Less: Tax Expenses	0	274.85
Profit after tax	(45449.78)	(526.78)
Other Comprehensive Income	0	0
Total Comprehensive Income/(Loss) for the Year	(45449.78)	(526.78)
Earning per Shares (Basic)	(113.62)	(1.32)
Earning per Shares (Diluted	(113.62)	(1.32)

State of Company Affairs as on March 31, 2024

The Company is engaged to carry on the activity of investment, invest the capital and other amounts of money of
the Company in the purchase or upon the security of shares, stocks, units, debentures, debenture-stock, bonds,
mortgages, obligation and securities issued or guaranteed by any company, corporation or undertaking, whether
incorporated or otherwise, and where-so ever constituted or carrying on business and to buy, sell or otherwise deal
in, shares, stocks, debentures, debenture-stock, bonds, notes mortgages, obligation and other securities issued or
guaranteed by any government, sovereign ruler, commissioners, trust municipal, local or other authority or body in
India or abroad. Company is also involved in wholesale trading business of fabrics and garments.

During the financial year 2023-24 total revenue collected by the company is Rs.180,11,180 /- as against Rs.
37,458,960.00/- in the previous year. The company has incurred a net loss of Rs (4,54,49,780/-) as compared to net
loss of Rs. . (5,26,778.00/-) in the previous year. Barring unforeseen circumstances, your company will perform
better in the current year.

Dividend & Transfer to Reserves

The Board of your company to maintain the liquidity of funds, the Board of Directors has decided not to declare
any dividend for this financial year 2023-24. The Board assures you to present a much strong financial statements
in the years to come.

During the year under review, your Company has not transferred any amount to General Reserve.

Changes In the Nature of Business

During the year under review, there is no change in the nature of business of the Company.

Material changes & commitments occurring after the end of financial year

The name of the company has been changed from Pankaj Piyush Trade and Investment Limited To Kairosoft AI
Solutions Limited With Effect From the 13^th August, 2024.

Internal Financial Controls

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

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

Public Deposits

Your Company has not accepted any deposits from the public falling within the ambit of Section 73 of the
Companies Act, 2013 and the rules framed thereunder.

Auditors

A) Statutory Auditor

Your Company’s Statutory Auditor i.e., M/s Ajay Rattan & Co, Chartered Accountants were appointed at the 40^th
Annual General Meeting held on 29^th September, 2022 and shall hold office until the conclusion of the 45^th Annual
General Meeting, pursuant to section 139 & 142 of the Companies Act, 2013 read with Rule 6 of the Companies
(Audit and Auditors) Rules, 2014.

Auditor’s Report

During the year under review, the Auditors had not reported any matter under Section 143 (12) of the Act, therefore
no detail is required to be disclosed under Section 134(3)(ca) of the Act.

The Auditors Report does not contain any qualifications, reservation or adverse remark or disclaimer. The
Auditor’s report is enclosed with the financial statements in this Auditor’s Report.

b) Secretarial Auditor

Pursuant to Section 204 of the Companies Act, 2013, and the rules made there under, M/s Sumit Bajaj &
Associates, Company Secretaries in practice (ACS No: 45042, CP No: 23948), was appointed as the Secretarial
Auditor of the Company for the year 2023-2024.

The report of the Secretarial Auditor in the prescribed form no. MR 3 is enclosed along with Director’s Report.

c) Internal Auditor

M/s Anil Hariram Gupta & Co, Chartered Accountants, is appointed as Internal Auditor of the Company to
conduct the internal audit of the Company for the Financial Year 2023-24, as required under Section 138 of the
Companies Act, 2013 and the Companies (Accounts) Rules, 2014.

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

There are no qualifications, reservations, or adverse remarks made by Internal Auditors in their Report during the
Financial Year 2023-24.

d) Cost Auditors

Your Company has not appointed the Cost Auditor as pursuant to Section 148 of the Companies Act, 2013 read

with the Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit is not applicable to the
Company.

Share Capital

The Authorized Share Capital of the Company is Rs. 21,00,00,000/- (Rupees Twenty-One Crores Only) divided
into 1,90,00,000 (One Crores Ninety Lakhs) Equity Shares of 10/- (Rupees Ten Only) and 20,00,000 (Twenty
Lakhs) Preference shares of 10/- (Rupees Ten Only). During the year under review, there was no change in the
Authorized Share Capital of the Company.

The Paid-up Equity Share Capital of the Company is Rs. 40,00,000/-(Rupees Forty Lakhs Only) divided into
4,00,000 (Four Lakhs) Equity Shares of 10/- (Rupees Ten Only). The Paid-up Preference Share Capital of the
Company is Rs. 2,00,00,000/-(Rupees Two Crores Only) divided into 20,00,000 (Twenty Lakhs) Preference Shares
of 10/- (Rupees Ten Only).

During the year under review there is no Change in the Paid-up Share Capital of the Company.

Extract of Annual Return

As per the requirements of Section 92(3) and 134(3)(a) of the Companies Act, 2013 and Rules framed thereunder,
the annual return in form MGT-7 for FY 2023-2024 is uploaded on the website of the Company and the same is
available on https ://pptinvestment.in/shareholder-info/

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

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

Your Company does not currently have any Technology Agreement.

The particulars as prescribed under sub-section (3)(m) of Section 134 of the Companies Act, 2013 read with Rule
8(3) of Companies (Accounts) Rules, 2014 are annexed herewith Directors’ Report in Annexure - III.

Business Responsibility Report

As per Regulation 34(2)(f) of the SEBI (LODR) Regulations, 2015, top One Thousand (1000) listed entities based
on market capitalization shall contain the Business Responsibility Report in their Annual Report. As the Company
does not fall under top 1000 listed Companies based on market capitalization, therefore, this regulation is not
applicable to the Company.

Management Discussion & Analysis Reports

Pursuant to Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Management Discussion and Analysis Report forms part of the Directors’ Report.

Statutory & legal matters

There has been no significant and/or material order(s) passed by any regulators/Courts/Tribunals impacting the
going concern status and the Company’s operations in future.

Corporate Social Responsibility (CSR)

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

Directors/KMPs

Appointment/Re-Appointment/Cessation

During the year, there were no changes in the Board of Directors of the company.

During the year, the Company Secretary and Compliance Officer of the company resigned from the office effective
27^th Febuary,2024 In her place, Mr. Sagar Khurana, the Managing Director of the company, was appointed as the
Compliance Officer by the Board. As of 31st March, there is no Company Secretary on the Board.

Composition of the Board

The composition of your Company’s Board adheres to the requirements set forth in the Companies Act, 2013, the
SEBI (Listing Obligations & Disclosure Requirements) Regulation, 2015 (Listing Regulations), and the Articles of
Association. The Board is appropriately structured, incorporating a diverse range of expertise, knowledge, and
experience that aligns with the Company’s operations.

As of March 31, 2024, the Board of Directors consisted of five members, with three being Non-Executive and two
being Executive Directors. The Chairperson of the Board is a Non-Executive Non Independent Director. The
Managing Director and Executive Director are Executive Directors on the Board of Directors of the Company.
Furthermore, the Board comprises two Independent Directors, including one-woman Independent Director.

All the Directors are distinguished individuals selected from various fields such as business, industry, finance, law,
and administration, bringing valuable expertise to the table.

Meetings

Seven meetings of the Board of Directors were held during the financial year ended 31st March, 2024. These were
held on: (i) 30.05.2023 (ii) 14.08.2023 (iii) 01.09.2023 & (iv) 27.10.2023 (v) 14.11.2024 (vi) 14.02.2024 & (vii)
27.02.2024 respectively.

The details of the attendance of the directors in the meetings held during the Financial year 2023 -2024 are mentioned
here in below:

Sr.	NAMES OF	MEETINGS OF THE BOARD OF DIRECTORS
No.	DIRECTORS	30.05.2 14.08.202 01.09.202 27.10.202 14.11.202 14.02.202 27.02.202 023 3 3 3 4 4 4
1	Mr. Prateek Kumar (DIN: 02923372)	Y	Y	Y	Y	Y	Y	Y
2	Mr. Amit Grover (DIN: 09765198)	Y	Y	Y	Y	Y	Y	Y
3	Mr. Sagar Khurana (DIN: 07691118)	Y	Y	Y	Y	Y	Y	Y
5	Mr. Anshul Sakuja (DIN: 09765150)	Y	Y	Y	Y	Y	Y	Y
5	Mrs. Anupma Kashyap (DIN: 09720124)	Y	Y	Y	Y	Y	Y	Y

Notes:

Committees of the Board

As on March 31, 2024, the Board had five committees: the Audit committee, the Nomination and Remuneration
Committee, and the Stakeholders Relationship Committee. A majority of the committees consists entirely of
Independent Directors. During the year, all recommendations made by the committees were approved by the Board
and the list of Committee members is available on the website of our Company i.e., https://pptinvestment.in/wp-
content/uploads/2024/04/Composition-of-Committees.pdf

The details of the attendance of the Directors in the Committee meetings held during the Financial year 2023¬
24 are mentioned hereinbelow:-

Sr.	NAMES OF	AC	^*1	NRC*2		SRC*3
No.	DIRECTORS	Held	Attended	Held	Attended	Held	Attended
1.	Mr. Prateek Kumar (DIN: 02923372)	4	4	2	2	1	1
2.	Mr. Amit Grover (DIN: 09765198)	NA	NA	2	2	1	1
3.	Mr. Sagar Khurana (DIN: 07691118)	NA	NA	NA	NA	1	1
4.	Mr. Anshul Sakuja (DIN: 09765150)	4	4	2	2	1	0
5.	Mrs. Anupma Kashyap (DIN: 09720124)	4	4	2	2	1	0

Y=Attended, N=Absent, NA= Not a Member]

(AC* 1 = Audit Committee, NRC*2 = Nomination & Remuneration Committee, SRC*3 = Stakeholders Relationship
Committee.)

Key Managerial Personnel

During the year under review there is Change in Key Managerial Personnel as required under section 203 of the
Company Act, 2014 by the Board of Directors.

During the year, the Company Secretary and Compliance Officer of the company resigned from the office effective
27-02-2024. In her place, Mr. Sagar Khurana, the Managing Director of the company, was appointed as the
Compliance Officer by the Board. As of 31st March, there is no Company Secretary on the Board.

Declaration by Independent Directors

Mr. Prateek Kumar and Mrs. Anupma Kashyap, Independent Directors of the Company have confirmed that they
meet the criteria of Independent Directorship as laid down in section 149(6) of the Companies Act, 2013 and the
rules made thereunder read with Regulations 16(1)(b) & 25(8) of SEBI (Listing Obligations & Disclosure
Requirements), Regulations, 2015 and the same have been noted by the Board.

Performance Evaluation

The evaluation of the Board, its Chairman, individual Directors and Committees of the Board was undertaken in
compliance with the provisions of Section 134(3)(p) and Schedule IV of the Companies Act, 2013.

According to Regulation of 25(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, a meeting of the Independent Directors was held on 14.02.2024, to inter alia,
review and evaluate the performance of the Non-Independent Directors and the Chairperson of the Company taking
into account the views of the Executive Directors and Non-Executive Directors; assessing the quality, quantity and
timeliness of flow of information between the Company management and the Board and also to review the overall
performance of the Board.

The key objectives of the Board Evaluation process were to ensure that the Board & various Committees of the
Board have appropriate composition of Directors and they have been functioning to achieve common business goals
of Your Company.

The Directors carried out the performance evaluation in a confidential manner and provided their feedback on a
rating scale. The performance evaluation feedback was collated and sent to the Chairman of Nomination &
Remuneration Committee. The performance evaluation was discussed at a separate meeting of the Independent
Directors held on 06.03.2024 and the summary of performance evaluation was later tabled at the Nomination &
Remuneration Committee Meeting held on 30.05.2024.

The Nomination & Remuneration Committee forwarded their recommendation based on the inputs received on
performance evaluation to the Board of Directors at its meeting held on 30.05.2024 and the Directors were satisfied
by the constructive feedback obtained from their Board colleagues.

Details of Subsidiary/Joint Venture/ Associate Companies

The company does not have any Subsidiary, Joint Venture, or Associate Company; hence, provisions of section
129(3) of the Companies Act, 2013 relating to the preparation of consolidated financial statements are not
applicable.

Performance and Financial Position of each of the Subsidiaries, Associates and Joint Venture Companies

The Company has no subsidiaries, Joint Venture Companies so there is no requirement of description of the
performance of Subsidiaries and Joint Venture Companies.

Particulars of Loans, Guarantees or Investments

During the year under review, Your Company has given loan and advances as per the provisions of Section 186 of
the Companies Act, 2013, please refer notes to accounts of the Financial Statements for the year 2023-2024.

Particulars of contracts or arrangements with Related parties

The Company has revised the policy on Related Party Transactions to include changes based on Companies
(Meetings of Board and its Powers) Amendment Rules, 2021 and SEBI (Listing Obligations and Disclosure
Requirements) (Second Amendment) Regulations, 2022 and the revised policy was approved by the Board at its
meeting held on May 30, 2023 and the same can be accessed on the Company’s website at
https://pptinvestment.in/wp-content/uploads/2024/02/7.Policy-on-dealing-with-related-party-transactions.pdf

During the year under review, all Related Party Transactions that were entered into were in the Ordinary Course of
Business and at Arms’ Length Basis. All transactions entered into with related parties were approved by the Audit
Committee. None of the transactions with related parties are material in nature or fall under the scope of Section
188(1) of the Act. The information on transactions with related parties pursuant to Section 134(3)(h) of the Act read
with Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AoC-2 of the Company for the FY 2023-2024 is
attached with the Director Report in the Annexure - I.

Necessary disclosures required under the Ind AS 24 have been made in the Notes to the Financial Statements for
the year ended March 31, 2024.

Corporate Governance

The Principles of good Corporate Governance as prescribed by the Listing Agreements of the relevant Stock
Exchanges along with a Certificate of Compliance issued by a Practicing Company Secretary forms part of the
Annual Report 2023-2024.

Particulars of Employees & Related disclosures

Disclosure pertaining to remuneration and other details as required under section 197(12) of the Companies Act,
2013 read with Rules 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
are provided in Annexure - II.

Complaints received by the sexual Harassment Committee

The Company has in place a policy in line with the requirements of The Sexual Harassment of Women at Workplace
(Prevention, Prohibition & Redressal) Act, 2013 (14 of 2013). Internal Complaints Committee (ICC) has been set
up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary,
trainees) are covered under this Policy.

There were nil complaints received during the year under review.

Risk Management & Mitigation

Considering the nature of the Company’s services, a consistent awareness of the risks inherent in its business has
been maintained. Various risks from different areas have been identified by the Company. To ensure effective risk
assessment and mitigation, the Company has implemented a comprehensive Risk Management Framework. This
framework establishes procedures to keep the Board members informed about risk assessment and minimization
processes. In consultation with functional heads, the Board regularly evaluates the risk management framework to
identify, assess, and mitigate major areas of risk associated with the Company’s operations. The Company has
implemented suitable structures to inherently monitor and control risks. Ongoing reviews of risk identification, risk
assessment, and risk

treatment procedures are conducted across all functions of the Company. Both the Audit Committee and the Board
consistently review the Risk Management Framework on a regular basis.

Prevention of Insider Trading

The company has a code of conduct for prevention of insider trading with a view to regulate trading in securities by
the directors and certain designated employees of the company. The code requires pre-clearance for dealing in the
20 company’s shares and prohibits the purchase or sale of company shares by the directors and designated employees
while in possession of unpublished price sensitive information in relation to the company and during the period
when the trading window is closed. The board is responsible for implementation of the code. All board directors
and the designated employees have confirmed compliance with the code.

Disclosure of Relationship Between Director Inter -Se

None of the directors are related to each other.

Code of Conduct

The board of directors has approved a code of conduct which is applicable to members of the board and all
employees in the course of day-to-day business operations of the company. The code has been placed on the
company’s website www.pptinvestment.in The code lays down the standard procedure of business conduct which
is expected to be followed by the directors and the designated employees in their business dealings and in particular
on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. All the
board members and the senior management personnel have confirmed compliance with the code.

Director’s Responsibility Statement

Your Directors wish to inform that the Audited Accounts containing Financial Statements for the financial year
ended March 31, 2024 are in full conformity with the requirements of the Companies Act, 2013. They believe that
the Financial Statements reflect fairly, the form and substance of transactions carried out during the year and
reasonably present Company’s financial condition and results of operations.

Your Directors further confirm that -

(a) In the preparation of the annual accounts, the applicable accounting standards had 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 as
at 31.03.2024 and of the Profit of the Company for the year ended on that date;

(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; and

(e) The Directors, have laid down internal financial controls to be followed by the Company and that such internal
financial controls are adequate and were operating effectively.

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

Human Resources

The HRM team has played a crucial role in effectively managing the Company’s human capital, prioritizing talent
recruitment, development, and retention for organizational growth and strategic objectives. Efforts were focused on
creating a positive work environment and enhancing employee well-being, and work-life balance through initiatives
like employee engagement and wellness programs. Training and development programs were given importance to
upskill the workforce. The team also addressed employee concerns, ensured compliance with labour laws, and
maintained healthy employee relations. As on 31st March, 2024 number of people employed by the Company has
8 employees. The IR situation continues to be peaceful.

Nomination and remuneration policy

Based on the Nomination and Remuneration Committee’s recommendation, the Board has established a policy for
the selection and appointment of Directors, senior management personnel, and their respective remuneration. The
remuneration policy, along with the information regarding the remuneration paid during the year, is provided in the
corporate governance section of the annual report.

The Company’s Nomination and remuneration policy is formulated in accordance with Section 178 of the Act read
with Regulation 19(4) of the Listing Regulations can be accessed on the Company website at the following link
https ://pptinvestment.in/shareholder-info/

Postal Ballot

Listed Companies are required to ensure that the approval of shareholders for appointment/re-appointment of a
Director on the Board of Directors of the Company is taken at the next annual general meeting or within a time
period of three months, whichever is earlier, from the date of appointment.

To expedite the process of seeking approval of the shareholders’, the Company opted for a Postal Ballot in
compliance with the requirements of the Companies Act, 2013 and also provided electronic voting (e-voting) facility
to all its members in compliance with Sections 108 and 110 and other applicable provisions of the Companies Act,
2013, read with the related Rules.

During the year under review, no Postal Ballot was conducted.

Investments

The Company holds an investment in uncoated equity shares amounting to Rs 49.85 Thousand of Tia Enterprises
Limited from October, 2016.

Borrowings

We have issued on 2^nd July, 2012, 20,000.00 Thousand 6% non-cumulative, non-convertible preference shares with
a face value of ?10 each. These preference shares were issued at a premium of ?90 each, fully paid up by investors.

Key Features:

• Redemption: The preference shares are compulsorily redeemable after 20 years from the date of issue at
their par value.Put and Call Option: The preference shares come with both put and call options. Investors
have the right to exercise the put option, and the company has the right to exercise the call option. These
options can be exercised at any time before the expiry of 20 years from the date of issue but not earlier than
the expiry of 3 years. A minimum notice period of 3 months is required for the exercise of these options.

These preference shares serve as a strategic financing instrument within our capital structure, providing us with
long-term capital. The inclusion of put and call options adds flexibility for both our investors and the company.

Issue of Shares / Buy Back / Employees Stock Option Scheme / Sweat Equity

The Company has not bought back any of its shares, has not issued shares with differential voting rights, has not
issued any Sweat Equity Share and has not provided any Stock Option Scheme to its employees, during the year
under review.

Whistle blower policy / vigil mechanism

In accordance with the provisions of Section 177 of the Companies Act, 2013 and the rules issued thereunder, as
well as Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Your
Company has a vigil mechanism in place for directors and employees.

This mechanism allows Directors and employees to raise genuine concerns about any issue related to the
organization’s improper functioning. The mechanism also provides adequate safeguards against the victimization
of Directors and employees who use it. It also provides direct access to the Chairman of the Audit Committee.
However, this does not release employees from their duty of confidentiality in the course of their work, nor can it
be used to make malicious or unfounded allegations about a person or situation.

During the year under review, none of the Directors / employees / business associates/ vendors was denied access
to the Chairman of the Audit Committee. The said policy is available on the Company’s website at
https://pptinvestment.in/wp-content/uploads/2024/02/5.Details-of-establishment-of-vigil-mechanism-Whistle-
Blower-policy.pdf

Compliance with secretarial standards on board and general meetings

The Directors state that applicable Secretarial Standards i.e. SS-1 & SS-2 relating to ‘Meeting of Board of Directors
and General Meetings’ respectively have been duly followed by the Company. The Company has in place proper
systems to ensure compliance with the provisions of the applicable secretarial standards issued by The Institute of
Company Secretaries of India.

Listing

The equity shares of the Company continue to be listed on the BSE Limited (Stock Exchange. The Company has
paid the requisite listing fees to the Stock Exchange, where it is listed, for FY 2023-24.

Delisting

During the period under review the Company the Equity Shares of the Company continue to remain listed on BSE
Limited.

Details of application made or any proceeding pending under Insolvency and Bankruptcy Code, 2016

The Company has not made any application or any proceeding pending under Insolvency and Bankruptcy Code,
2016 during the financial year 2023-24.

Details of settlement with Banks or Financial Institutions

The Company has been able to repay loans taken from Banks / Financial Institutions. The Company has not obtained
any loans or made any settlements from any loan taken from Banks / Financial Institutions during the Financial Year
2023-24.

Attributes, Qualifications & Independence of Directors and their Appointment

The skills, expertise and competencies of the Directors as identified by the Board, are provided in the ‘Report on
Corporate Governance’ forming part of the Directors Report. Prateek Kumar (DIN: 02923372) Chairman &
Independent Director was inducted into the Board in the Financial Year 2023 -2024. He was familiarized and briefed
about the business operations of the Company consequent to his appointment on the Board. He possesses the
requisite skills, expertise and competencies as identified by the Board of Directors the details of which is mentioned
in the Corporate Governance Report.

Mrs. Anupma Kashyap (DIN: 09720124) Independent Director was inducted into the Board at its meeting dated
21.11.2022, she was familiarized and briefed about the business operations of the Company consequent to her
appointment on the Board.

Directors are appointed/re-appointed with the approval of the Members, in accordance with statutory requirement
as may be determined by the Board from time to time. Independent Directors are not liable to retire by rotation.

The Independent Directors of your Company have confirmed that (a) they meet the criteria of Independence as
prescribed under Section 149 of the Act and Regulation 16(1)(b) of the Listing Regulations 2015, and (b) As per
Regulation 25(8) of the Listing Regulations 2015 they are not aware of any circumstance or situation, which could

impair or impact their ability to discharge duties with an objective independent judgment and without any external
influence.

Green Initiatives

As a responsible corporate citizen, the Company supports the “Green Initiative” undertaken by the Ministry of
Corporate Affairs, Government of India, which allows for the electronic delivery of documents, including the
Annual Report, to shareholders at their email addresses that have been previously registered with the depositories
and registrars to shareholders.

To support the “Green Initiative,” members who have not registered their email addresses are requested to do so
with the Company ’ s registrar and share transfer agent/depositories in order to receive all communications, including
annual reports, notices, circulars, and so on, from the Company electronically.

In accordance with the MCA Circulars and SEBI Circulars, copies of the Notice of the 42^nd AGM and the Annual
Report of the Company for the financial year ended 31st March 2024, including the Audited Financial Statements
for the year 2023-2024, are being sent only by email to the Members.

Acknowledgment

The Directors wish to place on record their sincere appreciation for the whole hearted Co-operation received by the
Company from Central and State Governments, RBL Bank and other Government Agencies and look forward to
their continuing support. The Directors also record their appreciation for the sincere efforts put in by the employees
of the Company at all levels.

The Board acknowledges and credits the Company’s resounding success to the relentless hard work and unwavering
commitment of its employees, recognizing their pursuit of excellence and willingness to surpass expectations.

The Board of Directors values the contributions of the Independent Directors. The Board is grateful for their
willingness to share their expertise and knowledge and for their commitment to the Company’s success. The Board
is also thankful for their dedication and hard work.

The Board sincerely thanks the members, government authorities, banks, customers, and all other stakeholders for
their invaluable encouragement, assistance and cooperation. Their unwavering support is deeply appreciated and
the Board eagerly looks forward to a prosperous and enduring future with their continued backing.

By order of the Board
For Kairosoft AI Solutions Limited

(Formerly Known as Pankaj Piyush Trade and Investment Limited)

Place: Delhi Sd/- Sd/-

Date: 28.08.2024 Vevek Chauhaan S agar Khurana

Director Managing Director

DIN: 06380025 D IN: 07691118

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Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the 33rd Annual Report together with the Audited Statement of Accounts for the Financial Year ended March 31, 2015.

FINANCIAL PERFORMANCE

The Company's Performance during its Thirty Three years of Operations is summarized below:

Particulars Financial year ended (in Rupees)

31st March, 2015 31stMarch, 2014

Total Income" 85,304,447 42,154,150

Total expenditure 8,43,99,880 4,39,82,150

Profit/ (Loss) before tax 9,04,567 (18,28,000)

Profit/ (Loss) after tax 6,24,982 (18,30,060)

Paid- up Share Capital 2,40,00,000 2,40,00,000

Reserves and Surplus 239,120,799 23,84,38,348

DIVIDEND

To maintain the liquidity of funds, the Board of Directors has decided not to declare any dividend for this financial year 2014-2015. The Board assures you to present a much strong financial statements in coming years.

SHARE CAPITAL

The Paid up Equity Share Capital as on March 31, 2015 was Rs. 40 Lacs and Preference Share Capital as on March 31, 2015 was Rs. 2 Cr. During the year under review the company has not issued any shares or debentures or any other convertible instruments.

a. BUY BACK OF SECURITIES

The Company has not bought back any of its securities during the year under review.

b. SWEAT EQUITY

The Company has not issued any Sweat Equity Shares during the year under review.

c. BONUS SHARES

No Bonus Shares were issued during the year under review.

d. EMPLOYEES STOCK OPTION PLAN

The Company has not provided any Stock Option Scheme to the employees.

FIXED DEPOSIT

The Company has not accepted any fixed deposit during the year under review falling within the purview of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

TRANSFER TO GENERAL RESERVES

As the company has not declared any dividend, therefore, the Company has not proposes to carry any sum to the General Reserves of the Company for the period under consideration.

CHANGE IN THE NATURE OF BUSINESS

There were no changes in the nature of the Business during the Financial Year ended 31st March, 2015.

MATERIAL CHANGES AND COMMITMENTS

There is no material change which may affect the financial position of the Company between the financial year and up to the date of this report.

DETAILS OF SUBSIDIARY, JOINT VENTURE, ASSOCIATE COMPANIES DURING THE YEAR

The Company has no subsidiaries, joint ventures or associated companies therefore disclosures in this regards are not provided in this report.

PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

The company has no subsidiaries, joint venture companies so there is no requirement of description of performance of Subsidiaries and Joint Venture companies.

AUDITORS

A. Statutory Auditors

At the Annual General Meeting held on July 18, 2014, M/s V.N. Purohit & Co., Chartered Accountants, were appointed as Statutory Auditors of the Company to hold the office till the conclusion of the Annual General Meeting to be held in the calendar year 2018.

In terms of the first proviso to Section 139 of the Companies Act, 2013, the appointment of the auditors shall be placed for ratification at every Annual general Meeting. Accordingly the appointment of M/s V.N. Purohit & Co., chartered Accountants, as statutory auditors of the Company, is placed for ratification by the shareholders. In this regard, the company has received a certificate from the auditors to the effect that if they are reappointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013.

B. Auditor's Report

It is qualified by Statutory Auditor with respect to depreciation charged.

Management Response:

The Board would like to clarify that it was a clerical error on the part of Accounts department while preparing annual accounts and though amount being charged as less depreciation and does not materially affect the profits of the Company.

All Observations made in the Independent Auditors' Report and Notes forming part of the Financial Statements are self explanatory and do not call for any further comments under section 197(12) of the Companies Act, 2013.

C. Secretarial Auditor

Ms. Rachna Bhasin, Practicing Company Secretary was appointed to conduct the secretarial audit of the Company for the F.Y 2014-2015, as required under Section 204 of the Companies Act, 2013 and Rules thereunder. The Secretarial audit Report for FY 2014-2015 forms part of the annual report as Annexure I.

D. Internal Auditor

Ms. Rakhi Rani, Company Secretary also performs the duties of internal auditors of the company and her report is reviewed by the Audit Committee from time to time.

SIGNIFICANT AND MATERIAL ORDERS

There are no significant and material orders passed by the regulators and courts or tribunals impacting the going concern status and Company's operations in future.

EXTRACT OF ANNUAL RETURN

In accordance with Section 134(3)(a) of the Companies Act, 2013, an extract of annual return in the prescribed format is appended as Annexure II.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company has adequate system of internal control to safeguard and protect from loss, unauthorized use for disposition of its assets. All the transactions are probably authorised, recorded and reported to the Management. The Company is following all applicable accounting standards for

properly maintaining the books of accounts and reporting financial statements. The internal Auditor of the company checks and verifies internal control and monitors them in accordance with policy adopted by the company. The Company continues to ensure proper and adequate systems and procedures commensurate with its size and nature of business.

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

Information required to be given pursuant to section 134(3)(m) of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014 and forming part of Boards's Report for the year ended March 31, 2015 are given as below:

A. Conservation of Energy

The provision related conservation of energy does not apply to company, therefore the information as required under the Companies (Accounts) Rules, 2014 is not given. However the company is conscious about its responsibility to conserve energy, power, and other energy sources wherever possible. We emphasis towards a safe and clean environment and continue to adhere to all regulatory requirements and guidelines.

B. Technology Absorption

Your company has not imported any technology. However, we believe and use information technology extensively in all spheres of our activities to improve efficiency levels.

Expenditure on Research and Development

During the period under review company has not incurred any expenditure on R & D.

S. Parameters F.Y. 2014-2015 F.Y.2013-2014 No.

a) Capital Expenditure 0.00 0.00

b) Recurring 0.00 0.00

C. Foreign Exchange Earnings and Outgo

Details of Foreign Exchange, earnings and outgo are given as below:-

S. Particulars Year 2014 Year 2015 No.

1. Foreign Exchange earning Nil Nil

2. Foreign exchange outgoing Nil Nil

RISK MANAGEMENT POLICY

The Company has implemented Risk Management Policy (annexed as Annexure III) and the Board of Directors has prepared a comprehensive framework of risk management for assessment of risks and to determine the responses to these risks so as to minimize their adverse impact on the organization. The policy as approved by the Board of Directors is uploaded on Company's website.

The provision of Companies Act, 2013 regarding Corporate Social Responsibility shall not be applicable to companies having net worth not exceeding Rs. 500 Cr or turnover not exceeding Rs. 1,000 Cr or net profit not exceeding Rs. 5 Cr or more during any financial year, as on the last date of previous financial year. In this connection, we wish to inform you that in respect of our company as on the last audited balance sheet as at March 31, 2015 neither the net worth exceeds Rs. 500 Cr nor turnover exceeds Rs. 1,000 Cr nor net profit exceeding Rs. 5 Cr. Hence, the provisions of Companies Act, 2013 regarding Corporate Social Responsibility would not be applicable.

NUMBER OF MEETINGS OF THE BOARD

The Boards of Directors duly met eight times during the Financial Year 2014-15, the details of which are given in the Corporate Governance Report that forms part of this Annual Report. The intervening gap between any two board meetings was within the period prescribed by the Companies Act, 2013.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

The current policy is to have a appropriate mix of Executive and Independent directors to maintain the independence of the board, separate its function of Governance and Management. As on March 31, 2015, the Board consists of 5 members, two of whom are executive or whole time directors, and other three are independent Directors. The Board periodically evaluates the need for change in its composition and its size.

The policy of the company on directors' appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under Sub-section (3) of Section 178 of the companies Act, 2013, adopted by the Board, is appended as Annexure IV to the Board's Report. We affirm that remuneration paid to the directors is as per the terms laid out in the remuneration policy of the company.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declaration from each Independent Director under section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing agreement.

BOARD EVALUATION

Clause 49 of the listing agreement mandates that the Board shall monitor and review the Board evaluation framework. The Companies Act, 2013 states that a formal annual evaluation needs to be made by the board on its own performance and that of its committees and individual directors. Schedule IV of the Companies Act, 2013 states that performance evaluation of independent directors shall be done by the entire Board of Directors, excluding the director being evaluated.

The evaluation of all the directors and the board as a whole was conducted based on the criteria and frame work adopted by the Board. The evaluation process has been explained in this Annual report. The Board approved the evaluation results as collated by the nomination and remuneration committee.

None of the independent directors are due for re-appointment.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

Every new independent directors of the board attends an orientation program. To familiarize the new inductees with the strategy, operations and functions of our Company, the executive directors/ senior managerial personnel make presentations to the inductees about the Company's strategy, operations, product and service offerings, markets, software delivery, organization structure, finance, human resources, technology, quality, facilities and risk management.

Further, at the time of appointment of an independent director, the Company issues a formal letter of appointment outlining his/her role, function, duties and responsibilities as a director. The format of the letter of appointment is available on our website.

INDUCTIONS

On the recommendation of nomination and remuneration committee, the Board appointed Mr. Harshit Agarwal as an Additional Director in the category of Independent Director under the Companies Act, 2013.

Mr. Harshit Agarwal, Independent Director has given declaration that he meets the criteria of Independence as laid down under Section 149(6) of the Companies Act, 2013 and listing Agreement.

The requisite Resolution for appointment of Mr. Harshit Agarwal as an Independent Director, is being proposed in the notice of the ensuing Annual General Meeting. We seek your support in confirming the appointment of Mr. Harshit Agrawal as a Director in the ensuing Annual general Meeting.

DISCLOSURE OF RELATIONSHIPS BETWEEN DIRECTORS INTER-SE

Mr. Vinod Kumar Bansal and Mrs. Renu Bansal are directly related to each other. Mrs. Renu Bansal is the wife of Mr. Vinod Kumar Bansal.

CHANGE IN DIRECTORS

During the year, Mr. Ankit Agarwal has resigned from the Directorship of the Company w.e.f August 12, 2014 and Mr. Harshit Agarwal appointed as Additional Director of the Company w.e.f August 12, 2014.

DETAILS OF KEY MANAGERIAL PERSONNEL

The following 3 persons were formally appointed/ designated as Key Managerial Personnel of the Company in compliance with the provisions of Section 203 of the Companies Act, 2013.

1. Mr. Vinod Kumar Bansal - Managing Director

2. Ms. Usha Sharma- Chief Financial Officer

3. Ms. Rakhi Rani- Company Secretary

COMMITTEES OF THE BOARD

Currently, the Board has 3 Committees; the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee.

A detailed note on the Board and its committees is provided under the Corporate Governance report section in this annual report. The Composition of committees and compliances, as per applicable

provisions of the act and rules, are as follows:

Name of the Committee Composition of Committee

Audit Committee Mr. Harshit Agarwal (Chairperson) Mrs. Seema Mangal Mrs. Radha Agarwal Ms. Rakhi Rani (Company Secretary)

Nomination and Mr. Harshit Agarwal Remuneration (Chairperson) Committee Mrs. Seema Mangal Mrs. Radha Agarwal

Stakeholders Mr. Harshit Agarwal Relationship (Chairperson) Committee Mrs. Seema Mangal Mrs. Radha Agarwal

Name of the Committee Highlights of duties, responsibilities and activities

Audit Committee 1. All recommendations made by the audit committee during the year were accepted by the Board.

2. The Company has adopted the whistle blower mechanism for directors and employees to report concerns about unethical behavior, actual or suspected fraud, violation of the Company's Code of Conduct and Ethics. The whistleblower policy is appended as annexure V to the Board's report.

3. In accordance with the requirement of the listing Agreement, the Company has formulated policies on related party transactions on material subsidiaries. The policies including the whistleblower Policy, are available on our website.

Nomination and 1. The Committee oversees and administers Remuneration executive compensation, operating under Committee a written charter adopted by our Board of Directors.

2. The committee has a right to directly retain independent advisors to assist it.

3. The nomination and remuneration committee has framed the nomination and remuneration policy. A copy of the policy is appended as annexure IV to the Board's report.

Stakeholders 1. The committee reviews and ensures Relationship redressal of Investor grievances. Committee

DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM/ WHISTLE BLOWER POLICY FOR DIRECTORS AND EMPLOYEES

In order to ensure that the activities of the company and its employees are conducted in a fair and transparent manner by adoption of highest standards of professionalism, honesty, integrity and ethical behavior of the company has adopted a vigil mechanism policy. The aim of the policy is to provide adequate safeguards against victimization of whistle blower who avails of the mechanism and also provide direct access to the Chairman of audit Committee, in appropriate and exceptional cases.

Accordingly, 'whistle Blower policy' has been formulated with a view to provide a mechanism for the Directors and employees of the Company to approach the Ethics Counselor or the Chairman of the audit Committee of the Company.

The purpose of this policy is to provide a framework to promote responsible and secure whistle blowing. It protects employees willing to raise a concern about irregularities within the Company.

This policy is also posted on the website of the company.

CODE OF CONDUCT

The Board of Directors has approved a Code of Conduct which is applicable to members of the Board and all employees in the course of day to day business operations of the company. The Code has been placed on the Company's website www.pptinvetment.com The Code lays down the standard procedure of business conduct which is expected to be followed by the directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders.

All the Board Members and the Senior Management personnel have confirmed compliance with the Code.

PARTICULARS OF LOANS, GUARANTEE OR INVESTMENTS UNDER SECTION 186

Particulars of Loans and Guarantees are provided in the financial statements (please refer the Note 12 to the financial Statements).

RELATED PARTY TRANSACTIONS

During the year the Company had not entered into any contract/arrangement/transaction with related parties which could be considered as material, as defined under the Listing Agreement. In accordance with Accounting Standards -18, the Related Parties Transaction are disclosed as an Annexure VI.

The disclosure of related party transactions as required under section 134(3)(h) of the Companies Act, 2013 in Form AOC - 2 is not applicable.

A report on corporate governance is annexed herewith. As required by Clause 49 of the Listing Agreement, the Auditor's Certification on Corporate Governance is enclosed to the Board's Report.

PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the company are as follows:

The particulars of the employees who are covered by the provisions contained in Rule 5(2) and rule 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are:

a) Employed throughout the Year Nil

b) Employed for part of the year Nil

The remuneration paid to all key managerial personnel was in accordance with remuneration policy adopted by the company.

In terms of Section 136 of the Act, the reports and accounts are being sent to the members and others entitled thereto, excluding the information on employees' particulars which is available for inspection by members at the registered office of the company during business hours on working days of the company up to the date of ensuing Annual General Meeting. If any member is interested in inspecting the same, such member may write to the Chief Financial Officer in advance.

SEXUAL HARASSMENT

The Company has in place a Prevention of Sexual harassment policy in line with the requirements of the sexual harassment of Women at workplace ( Prevention, Prohibition and Redressal) Act, 2013.. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

During the Year 2014-2015, no complaints were received by the Company related to sexual harassment.

BUSINESS RESPONSIBILITY REPORT

Clause 55 of the listing Agreement is not applicable to our Company. Since no initiative with respect to environmental, social etc has been taken.

DIRECTOR'S RESPONSIBILITY STATEMENT

In terms of the provisions of Section 133 of the Companies Act, 2013 and read with Rule 7 of the Companies (Accounts) Rules, 2014, the provisions of the Act (to the extent notified) and guidelines issued by the Securities and Exchange Board of India (SEBI). There are no material departures from prescribed accounting standards in the adoption of these standards.

The directors confirm that:

* In preparation of the annual accounts for the financial year ended March 31, 2015, the applicable accounting standards have been followed.

* The directors had 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.

* The directors have taken proper and sufficient care towards the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

* The directors had prepared the annual accounts on a going concern basis.

* The directors have laid down internal financial controls, which are adequate and are operating effectively.

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

STOCK EXCHANGE LISTING

The Equity Shares of the Company are listed at the BSE Ltd (formerly Bombay Stock Exchange Ltd). The Company has already paid listing fees for the financial Year 2015-16 to the BSE.

CAUTIONARY NOTE

The statements forming part of the Board's Report may contain certain forward looking remarks within the meaning of applicable securities laws and regulations. Many factors could cause the actual results, performances or achievements of the Company to be materially different from any future results, performances or achievements that may be expressed or implied by such forward looking statements.

ACKNOWLEDGEMENT

The Board expresses its sincere gratitude to the shareholders, bankers and clients for their continued support. The Board also wholeheartedly acknowledges with thanks the dedicated efforts of all the staff and employees of the Company.

For on behalf of the Board For Pankaj Piyush Trade and Investment Limited

Sd/- Sd/-

Place: New Delhi Vinod Kumar Bansal Renu Bansal Date: 29.05.2015 Managing Director Director DIN: 00243709 DIN: 05149389

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Mar 31, 2014

Dear Members

The Directors present the Annual Report of your Company together with the Audited Annual Accounts for the financial year ended 31st March, 2014.

Financial Highlights

Particulars Financial Year ended (in rupees)

31* March, 2014 31st March, 2013

Ibtal Income 4,10,21,135.08 4,61,28,600.00

Total Expenditure 4,39,82,150.40 4,56,43,414.02

Profit/ (Loss) before tax_ (29,61,015.32) 4,85,185.98

Profit/(Loss) aftertax_ (29,63,075.32) 2,97,263.98

Paid-up Share Capital 2,40,00,000 2,40,00,000

Reserves and Surplus 23,73,05,332.63 24,02,68,407.95

Year in Retrospect

During the year under review total Income of the Company was Rs. 4.10 Cr as against Rs. 4.61 Cr in the previous year. The Company incurred a loss of Rs. (29,63,075.32) after taxes. Your Directors are putting in their best efforts to improve the performance of the Company.

Material changes and commitments affecting the financial position of the Company after the close of financial year Save as mentioned else where in this Report, no material changes and commitments affecting the financial position of the Company has occurred between the end of the financial year of the Company- 31s* March, 2014 till the date of this report.

Dividend

Due to the losses incurred by the Company, your Board of Directors regret their inability to recommend any dividend for the year.

Public Deposits

During the year under report, your Company has not accepted any deposits from the public in terms of the provisions of section 58A of the Companies Act, 1956.

Auditors

M/s V.N. Purohit & Co., Chartered Accountants, Statutory Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. A certificate under section 224(1B) of the Companies Act, 1956 regarding their eligibility for the proposed re-appointment has been obtained from them. Your Directors recommend their re-appointment.

Auditors'' Report

Comments made by the Statutory Auditors in the Auditors'' Report are self-explanatory and do not require any further clarification.

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

a. Conservation of Energy & Technology Absorption: Since the Company is not engaged in any manufacturing activity, issues relating to conservation of energy and technology absorption are not quite relevant to its functioning.

b. Export Activities: There was no export activity in the Company during the year under review. The Company has no immediate plans for export in the near future as well.

c. Foreign Exchange Earnings and Outgo: There was no Foreign Exchange earnings and outgo during the year under review.

Particulars of Employees

During the financial year under review, none of the Company''s employees was in receipt of remuneration as prescribed under section 217(2A} of the Companies Act, 1956, read with the Companies {Particulars of Employees) Rules, 1975, and hence no particulars are required to be disclosed in this Report.

Vigil Mechanism

The Board of Directors have established Vigil Mechanism for directors and employees.

Directors

During the year under review, there has been no change in the Composition of Board of Directors.

Directors'' Responsibility Statement

In terms of the provisions of section 217(2AA) of the Companies Act, 1956, and to the best of their knowledge and belief and according to the information and explanations obtained by them and save as mentioned elsewhere in this Report, the attached Annual Accounts and the Auditors'' Report thereon, your Directors confirm that:

a. in preparation of the 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 as at 31st March, 2014 and of the profit of the Company for the year ended on that date;

c. the directors 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 the Company and for preventing and detecting fraud and other irregularities;

d. the directors had prepared the Annual Accounts on a going concern basis;

e. the directors had la:d down internal financial controls to be followed by the company and that such internal controls are adequate and were operating effectively; and

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

Stock Exchange Listing

The Equity Shares of the Company are listed at the BSE Ltd (formerly Bombay Stock Exchange Ltd). The Company has already paid listing fees for the financial year 2014-15 to the BSE.

Corporate Governance

Clause 49 of the Listing Agreement relating to the Corporate Governance is applicable to the Company. Corporate Governance report pursuant to Clause 49 of Listing Agreement is annexed herewith.

Audit Committee

Pursuant to Clause 49 of Listing Agreement and Section 292A of the Companies Act, 1956, The Audit Committee has been constituted with three directors as its members namely Mr. Ankit Agarwal, Mrs. Radha Agarwal and Mrs. Seema Mangal.

Acknowledgement

Your Directors take this opportunity to place on record their sincere appreciation for the co-operation and assistance the Company has received from Banks and various Government Departments. The Board also places on record its appreciation of the devoted services of the employees; support and co-operation extended by the valued business associates of the Company.

For and on Behalf of the Board For Pankaj Piyush Trade and Investment Ltd

Sd/- Sd/- Date: 18''nJune, 2014 Vinod Kumar Bansal Renu Bansal Place: Delhi Director Director DIN 00243709 DIN 05149389

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Mar 31, 2012

The Directors present the Annual Report of your Company together with the Audited Annual Accounts for the financial year ended 31st March, 2012.

Financial Highlights

Particulars Financial Year ended (Rs. in lacs) 31st March, 2012 31st March, 2011 Total Income 25.36 5.09

Total Expenditure 15.54 1.62 Profit/(Loss) before tax 9.82 3.47

Profit/(Loss) after tax 7.76 2.66 Transfer to Reserve Nil Nil Paid-up Share capital 40.00 40.00 Reserves and Surplus 599.71 591.95

Year in Retrospect

During the year under review total Income of the Company was Rs. 25.36 lacs as against Rs. 5.09 lacs in the previous year. The Company made a profit after tax of Rs. 7.76 lacs as against a profit after tax of Rs. 2.66 lacs in the previous year. Your Directors are putting in their best efforts to improve the performance of the Company.

Material changes and commitments affecting the financial position of the Company after the close of financial year Save as mentioned else where in this Report, no material changes and commitments affecting the financial position of the Company has occurred between the end of the financial year of the Company- 31st March, 2012 till the date of this report except the following;

Change in the Management: Mr Vinod Kumar Bansal has taken over the control and management of the Company from the earlier promoters. In this connection Mr Vinod Kumar Bansal had made a Public Announcement and provided open offer to the shareholders as required under the provisions of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers} Regulations, 2011, After completion of the open offer process, Mr Vinod Kumar Bansal has also been appointed as a promoter director of the Company.

Dividend

In view of marginal profits made by the Company, your Directors regret their inability to recommend any dividend. Public Deposits

During the year under report, your Company did not accept any deposit from the public in terms of the provisions, of section 58A of the Companies Act, 1956.

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

a. Conservation of Energy & Technology Absorption; Since the Company is "engaged in any manufacturing activity, issues relating to conservation of energy and technology absorption are not quite relevant to its functioning.

b. Export Activities: There was no export activity in the Company during the year under review. The Company has no immediate plans for export in the near future as well.

c. Foreign Exchange Earnings and Outgo: There was no Foreign Exchange Earnings and outgo during the year under review,

Particulars of Employees

During the financial year under review, none of the Company's employees was in receipt of remuneration as prescribed under section 2l7(2A) of the Companies Act, 1956, read with the companies (Particulars of Employees) Rules, 1975, and hence no particulars are required to be disclosed in this Report.

Directors

After the last Annual General Meeting Mrs Seema Mangal was appointed as an additional director of the Company with effect from 03/11/2011. Mr. Anil Kumar Mangal was appointed as an additional director with effect from 06/01/2012-Thereafter Mr Ankit Agarwal and Mrs Radha Agarwal were also co-opted as additional directors of the Company with effect from 12/04/2012. After the completion of formalities for change of management of the. Company, Mr Vinod Kumar Bansal and Mrs Renu Bansal were appointed as additional directors of the Company with effect from 31/05/2012.

After the change of management in favour of the Mr Vlnod Kumar Bansal, all the directors representing the old promoters namely Mr Jignesh Anantrai Mehta, Mrs Kavitha Jignesh Mehta, Mr Mahesh Indravadanbhai Pandya and Mr.Ashish Satish Bhatt resigned from the directorship of the Company with effect from 31/05/2012.

Additional directors namely Mr Vinod Kumar Bansal, Mrs Seema Mangal, Mrs Renu Bansal, Mr Anil Kumar Mangal, Mr Ankit Agarwal and Mrs Radha Agarwal, hold office until the date of the ensuing Annual General Meeting. Their appointments as ordinary Directors of the Company are placed before the Members for consideration. The Board recommends resolutions for adoption by the members.

Since all the present directors of the company are additional Directors to hold office till the date of the Annual General Meeting, none of the Directors are liable to retire by rotation.

Auditors

M/s J C Kabra & Associates, Chartered Accountants, Statutory Auditors of the Company, who retires at the conclusion of the ensuing Annual General Meeting of the Company have expressed their unwillingness to be considered for reappointment as statutory auditors of the Company.

Your Board has proposed the name of M/s V.N. Purohit & Co., Chartered Accountants as statutory auditors of the Company to hold office from the conclusion of the ensuinq Annual General Meeting till the conclusion of the next Annual General Meeting A certificate under section 224(1) of the Companies Act, 1956 regarding their eligibility for the proposed re-appointment has been obtained from them. Your Directors recommend their re-appoilntment.

Auditors' Report

Comments made by the Statutory Auditors in the Auditors' Report are self-explanatory and do not require any further clarification.

Secretarial Compliance Certificate

In terms of the provisions of section 383A of the Companies Act, 1956 read with the Companies (Compliance Certificate] Rules, 2001, the Company has obtained the necessary Compliance Certificate from Ms Rachna Bhasin, Company Secretaries Delhi The Compliance Certificate is annexed herewith and forms part of this Report, Comments made in the Compliance Certificate are self-explanatory and do not require any further clarification.

Directors' Responsibility Statement

In terms of the provisions of section 2l7(2AA) of the Companies Actr 1956, and to the best of their knowledge and belief and according to the information and explanations obtained by them and save as mentioned elsewhere in this Report the attached Annual Accounts and the Auditors' Report thereon, your Directors confirm that;

a. In preparation of the annual accounts, the applicable accounting standards have been followed;

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 as at 31st March, 2012 and of the profit of the Company for the year ended on that date;

c. the Directors 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 or the Company and for preventing and detecting fraud and other Irregularities; and

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

Stock Exchange Listing

The Equity Shares of the Company are listed at the BSE Ltd [formerly Bombay Stock Exchange Ltd). During the year the suspension on trading of the shares of the Company has been revoked by the BSE w.e.f. 28th December, 2011. The Company has already paid listing fees for the financial year 2012-13 to the BSE.

Corporate Governance

Presently, Clause 49 of the Listing Agreement relating to the Corporate Governance Is not applicable to the Company. However, the Company observes good corporate practices to enhance the stakeholders' value.

Acknowledgement

Your Directors take this opportunity to place on record their sincere appreciation for the co-operation and assistance Che Company has received from Banks and various Government Departments, The Board also places on record its appreciation or the devoted services of the employees; support end co-operation extended by the valued business associates of the Company,

For and on Behalf of the Board

For Pankaj Piyush Trade and Investment Ltd

Sd/- Sd/-

Vinod Kumar Bansal Ankit Agarwal

Director Director Date: 19th June,2012

Place: Mumbai