డైరెక్టర్ల నివేదిక OnEMI Technology Solutions Ltd.

The statement containing salient features of the
financial statements of the Company''s material
subsidiary i.e. Si Creva Capital Services Private
Limited, a wholly owned subsidiary ("Si Creva" or
"Subsidiary Company"), in the prescribed format
Form AOC-1, is appended as Annexure III to
this Report.

The Company incorporated Invincible Minds Private
Limited as its wholly owned subsidiary on June
17, 2026. Since the wholly owned subsidiary was
incorporated after the financial year ended March
31, 2026, it was not in existence during the said
financial year. Accordingly, the financial information
of Invincible Minds Private Limited has not been
included in the consolidated financial statements or
in Form AOC-1, containing the salient features of the
financial statements of the subsidiary, annexed to
this Report.

2. TRANSFER TO GENERAL RESERVES:

During the financial year 2025-26, the Company has
not transferred any amount to the general reserves
of the Company.

3. DIVIDEND AND DIVIDEND DISTRIBUTION POLICY:

The Board of Directors has not recommended
any dividend for the financial year ended March
31, 2026.

Pursuant to Regulation 43A of the Securities and
Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015
(as amended) ("SEBI Listing Regulations"), the
Company has adopted a Dividend Distribution Policy
and the same is available on the website of the
Company at www.kissht.com.

Since no dividend has been declared by the
Company since its incorporation, there is no unpaid
or unclaimed dividend amount required to be
transferred to the Investor Education and Protection
Fund ("IEPF") pursuant to the provisions of the
Companies Act, 2013 ("Act").

4. STATE OF COMPANY''S AFFAIR:

During the financial year 2025-26, the Company''s
revenue from operations increased to ? 6,981.74
million from ? 3,061.79 million in the previous
financial year 2024-25. Further, the Company

reported a profit of ? 1,441.24 million, as compared
to ? 508.98 million in the previous financial year
2024-25.

The improved financial performance was driven
by growth in the Company''s business operations,
continued focus on operational efficiency, prudent
cost management and disciplined execution of
its business strategy. The management remains
focused on strengthening the Company''s business,
enhancing operational efficiencies, driving
sustainable revenue growth and creating long-term
value for its stakeholders.

5. CHANGE IN THE STATUS OF COMPANY:

During the financial year 2025-26, the Company
was converted from a private limited company
to a public limited company pursuant to the
applicable provisions of the Act and the rules
made thereunder. Consequent to the conversion,
the name of the Company was changed from
" OnEMI Technology Solutions Private Limited"
to "OnEMI Technology Solutions Limited", and a
fresh Certificate of Incorporation dated July 08,
2025 was issued by the Registrar of Companies,
Mumbai - I at Mumbai. It also embarked on
a historic journey of initial public offering of
its equity shares, comprising a Fresh Issue of
4,97,07,602 equity shares of ? 1/- each and an
Offer for Sale of 44,39,788 equity shares of ? 1/-
each aggregating to ? 9,259.20 million. Pursuant
to the successful completion of the IPO, the Equity
Shares of the Company were listed on BSE Limited
and the National Stock Exchange of India Limited,
(collectively known as "Stock Exchanges") w.e.f.
May 08, 2026.

6. CHANGES IN SHARE CAPITAL OF THE COMPANY:Increase in the Authorised Share Capital:

During the financial year 2025-26, the authorised
share capital of the Company increased from
existing ? 19,95,52,800/-, comprising of

60.00. 000 equity shares having face value of ?
10/- each, 1,07,00,000 preference shares having
face value of ? 10/- each, 20 optionally convertible
redeemable non-cumulative preference shares
having face value of ? 100/- each and 3,25,508
preference shares having face value of ?
100/- each to ? 36,95,52,800/- comprising of

2.30.00. 000 equity shares having face value
of ? 10/- each, 1,07,00,000 preference shares
having face value of ? 10/- each, 20 optionally
convertible redeemable non-cumulative
preference shares having face value of ? 100/-
each and 3,25,508 preference shares having face
value of ? 100/- each.

Sub-division (split) of equity shares of the
Company:

During the financial year 2025-26, the Company
has sub-divided (split) its authorised equity share
capital from ? 23,00,00,000 (Indian Rupees Twenty
Three Crores only) consisting of 2,30,00,000
(Two Crores Thirty Lakhs) equity shares, having
face value of ? 10 (Indian Rupees Ten only) each
to ? 23,00,00,000 (Indian Rupees Twenty Three
Crores only) consisting of 23,00,00,000 (Twenty
Three Crores) equity shares having face value of ? 1
(Indian Rupee One only) each ("Sub-Division").

7. INITIAL PUBLIC OFFER:

The Board of Directors and the Shareholders of the
Company, at their respective meetings held on July
30, 2025 and July 31, 2025, approved the proposal
to undertake an Initial Public Offer ("IPO") of the
equity shares of the Company comprising of Fresh
Issue of equity shares and an Offer for Sale by
certain existing shareholders.

Pursuant thereto, the Board approved the Draft Red
Herring Prospectus ("DRHP") on August 18, 2025,
which was subsequently filed with the Securities
and Exchange Board of India ("SEBI"), BSE Limited
and the National Stock Exchange of India Limited.
The Company received in-principle approvals from
both the Stock Exchanges on November 11, 2025
and thereafter filed the Red Herring Prospectus

("RHP") dated April 25, 2026 with the Registrar of
Companies, Mumbai - I at Mumbai and SEBI.

The IPO was open for subscription from April 30,
2026 to May 05, 2026. Pursuant to the successful
completion of the IPO, the Company allotted
5,41,47,390 equity shares of face value ?1 each at
an issue price of ? 171 per equity share (including a
share premium of ? 170 per equity share) comprising:

i) a Fresh Issue of 4,97,07,602 equity shares
aggregating to ? 8,500.00 million; and

ii) an Offer for Sale of 44,39,788 equity shares by
certain existing shareholders aggregating to
? 759.20 million.

Accordingly, the total issue size aggregated to
? 9,259.20 million.

The IPO was oversubscribed across all investor
categories, reflecting strong investor confidence in
the Company''s business and growth prospects.

The net proceeds from the Fresh Issue aggregated
to ? 7,940.85 million, after deducting the issue-
related expenses borne by the Company. The net
proceeds are being utilised in accordance with the
objects of the issue as set out below:

"The amount to be utilised for general corporate purposes
shall not exceed 25% of the Gross Proceeds.

All Directors hold office in accordance with the
provisions of the Companies Act, 2013, the Articles
of Association of the Company and SEBI Listing
Regulations and are appointed or re-appointed,
wherever applicable, with the approval of the
Members of the Company.

The equity shares of the Company were listed
on BSE Limited and the National Stock Exchange
of India Limited with effect from May 08, 2026,
marking a significant milestone in the Company''s
growth journey and enabling it to access the Indian
capital markets.

Pursuant to the allotment made under the IPO on May
06, 2026, the paid-up equity share capital increased
to ? 16,84,83,022, comprising 16,84,83,022 equity
shares of face value ? 1/- each.

8. MATERIAL CHANGES AND COMMITMENTS,
IF ANY, AFFECTING THE FINANCIAL
POSITION OF THE COMPANY, WHICH HAVE
OCCURRED SINCE THE END OF THE YEAR
AND TILL THE DATE OF THE REPORT:

There are no material changes and commitments
affecting the financial position of the Company,
which have occurred between the end of the
financial year of the Company, i.e. March 31, 2026
and the date of this Report except specifically
mentioned in this Report.

9. COPY OF THE ANNUAL RETURN:

The Annual Return as provided under section 92(3)
of the Companies Act, 2013, in the prescribed form
is hosted on the Company''s website and can be
accessed at www.kissht.com.

10. BOARD OF DIRECTORS:

As on March 31, 2026, the Board of Directors of the
Company comprised of 6 (six) Directors, consisting
of 2 (two) Executive Directors, 1 (one) Non-Executive
Nominee Director and 3 (three) Independent
Directors, including 1 (one) Independent Woman
Director. The composition of the Board is in
compliance with the requirements of the Companies
Act, 2013 and SEBI Listing Regulations.

During the financial year 2025-26, 14 (fourteen)
meetings of the Board of Directors were held. The
gap between any two consecutive Board meetings
was within the period prescribed under the Act and
SEBI Listing Regulations.

The details of the meetings of the Board of Directors
and its committees, including the attendance of the
Directors thereat, are provided in the Corporate
Governance Report, which forms an integral part of
this Report

11. KEY MANAGERIAL PERSONNEL ("KMP"):

Pursuant to the provisions of Section 2(51) of the
Companies Act, 2013, the following were the KMP
as on March 31, 2026:

12. CHANGES IN DIRECTORS AND KEYMANAGERIAL PERSONNEL:

During the financial year ended March 31, 2026 and

upto the date of this Report, the following changes

took place in the composition of the Board of

Directors and the KMP of the Company:

1. Mr. Alok Bansal (DIN: 01653526) and
Ms. Sangeeta Tanwani (DIN: 03321646) were
appointed as Independent Directors of the
Company with effect from June 16, 2025.

2. Mr. Atul Bheda (DIN: 03502424) was appointed
as an Independent Director of the Company
with effect from July 08, 2025.

3. Mr. Ranvir Singh (DIN: 06673951) was
appointed as the Chairman of the Company
with effect from July 08, 2025.

4. Mr. Amit Gupta resigned from the position of
Chief Financial Officer and KMP with effect
from July 17, 2025.

5. Mr. Krishnan Vishwanathan (DIN: 07191366)
was appointed as Chief Financial Officer of the
Company with effect from July 21, 2025.

6. Mr. Sateesh Andra, Mr. Siddhartha Das and
Mr. James Tze Wei Lee resigned as Non¬
Executive Nominee Directors of the Company
with effect from July 29, 2025.

7. Mr. Atul Bheda (DIN: 03502424) resigned
as a Independent Director with effect from
November 26, 2025, due to personal reasons.

8. Mr. Yogesh Chadha (DIN: 01681680) was
appointed as an Independent Director of the
Company with effect from December 02, 2025.

9. Mr. Ranvir Singh (DIN: 06673951) was re¬
appointed as an Executive Director w.e.f.
January 03, 2026 to January 02, 2031.

10. Mr. Krishnan Vishwanathan (DIN: 07191366)
was re-appointed as an Executive Director
of the Company w.e.f. June 27, 2026 to June
26, 2031.

11. Mr. Piyush Kharbanda (DIN: 08126225)
resigned as the Non-Executive Nominee
Director with effect from the close of
business hours of August 17, 2026, due to
pre-occupation and personal reasons.

13. RETIREMENT BY ROTATION:

In terms of provisions of Section 152 of the Act,
Mr. Ranvir Singh (DIN: 06673951), Executive
Director of the Company who has been longest in
office would be retiring by rotation at this AGM and
being eligible offers himself for re-appointment. A
brief profile and other relevant details of Mr. Ranvir
Singh as stipulated under Regulation 36(3) and other
applicable provisions of the SEBI Listing Regulations
and Secretarial Standard - 2 issued by the ICSI are
furnished in the Notice of ensuing AGM, forming part
of this Report.

14. NOMINATION AND REMUNERATION POLICY:

In order to set our principles, parameters and
governance framework of the remuneration for
Directors, Key Managerial Personnel, Senior
Management and other employees of the Company
and in terms of Section 178 of the Companies Act,
2013 and Regulation 19 of SEBI Listing Regulations,
as amended from time to time, the Company has in
place Nomination and Remuneration Policy which
contains appointment, reappointment, removal
and remuneration including criteria for determining
qualifications, independence of a Director, positive
attributes of Director, Key Managerial Personnel &
Senior Management Personnel.

The Nomination and Remuneration Policy is also
available on the Company''s website at www.kissht.
com.

15. DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received necessary declarations
and disclosures from each of its Independent
Directors pursuant to Section 149(7) of the
Companies Act, 2013 and Regulation 25(8) of
SEBI Listing Regulations, confirming that they meet
the criteria of independence prescribed under
Section 149(6) of the Companies Act, 2013 and
Regulation 16(1)(b) of SEBI Listing Regulations. The

Independent Directors have also confirmed that they
are not aware of any circumstance or situation which
exists or may reasonably be anticipated that could
impair or impact their ability to discharge their duties
with an objective, independent judgement and
without any external influence.

The Independent Directors have also confirmed
that they have registered themselves with the
Independent Director''s Database maintained by the
Indian Institute of Corporate Affairs.

Based on the disclosures and confirmations
received, the Board is of the opinion that all
the Independent Directors fulfil the conditions
specified in the Companies Act, 2013 and the
SEBI Listing Regulations and are independent of
the Management. The Board further believes that
the Independent Directors possess the requisite
integrity, expertise, experience and proficiency to
effectively discharge their duties and responsibilities
as Independent Directors of the Company.

16. BOARD COMMITTEES:

In accordance with the applicable provisions of the
Companies Act, 2013 and Chapter IV of the SEBI
Listing Regulations, the Board has constituted the
following Committees to facilitate focused oversight
and effective discharge of its responsibilities:

i. Audit Committee;

ii. Nomination and Remuneration Committee;

iii. Stakeholders'' Relationship Committee;

iv. Corporate Social Responsibility Committee;

v. Risk Management Committee;

The details of the composition of the Committees,
including changes therein, their terms of reference,
the number of meetings held during the financial
year 2025-26 and the attendance of the members,
are provided in the Corporate Governance Report,
which forms a part of this Report.

In addition to the above, the Board of Directors had
constituted an IPO Committee, ESOP Committee, IT
Strategy Committee to facilitate focused oversight,
efficient decision-making and effective monitoring
of specific matters relating to the public issue,
employee stock option schemes and information
technology and technology-related risks and
initiatives of the Company respectively.

These Committees function in accordance with
their respective terms of reference approved by the
Board and play a crucial role in supporting the Board
by providing focused oversight and specialised
expertise in areas requiring detailed review and
independent consideration.

17. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134(3)(c) of the Companies
Act 2013, the Board of Directors to the best of its
knowledge and belief, confirms that:

a) in the preparation of the annual accounts,
the applicable Indian accounting standards
have been followed and there are no
material departures;

b) 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;

c) 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 the Company
and for preventing and detecting fraud and
other irregularities;

d) they have prepared the annual accounts on a
going concern basis;

e) the Directors had laid down adequate internal
financial controls to be followed by the Company
and that such internal financial controls are
adequate and operating effectively; and

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

18. EMPLOYEES:Particulars of Employees:

In terms of Section 197(12) of the Companies
Act, 2013 read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014 ("Appointment and
Remuneration Rules"), the ratio of the remuneration
of each Director to the median employees''
remuneration and prescribed particulars are set out
in Annexure VI, which forms part of this Report.

In terms of second proviso to Section 136(1) of the
Act, the Report and accounts are being sent to the
members and others entitled thereto, excluding the
information on employees'' particulars as required
pursuant to provisions of Rule 5(2) and 5(3) of
the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014. The
said information is available for inspection by
the Members.

Any Member interested in obtaining such details may
write to the Company Secretary of the Company at
[email protected].

19. DIRECTORS AND OFFICERS ("D&O") LIABILITY
INSURANCE:

I IAs per the provisions of the Act and in compliance
with Regulation 25(10) of the SEBI Listing
Regulations, the Company has taken a D&O
Liability Insurance policy on behalf of all Directors
including Independent Directors and Key Managerial
Personnel of the Company for indemnifying any
of them against any liability in respect of any
negligence, default, misfeasance, breach of duty
or breach of trust for which they may be guilty in
relation to the Company.

20. NUMBER OF EMPLOYEES:

As of March 31, 2026, the Company had 283
employees, as detailed below:

Male: 224
Female: 59
I Transgender: 0

21. MANAGEMENT DISCUSSION AND ANALYSIS:

Pursuant to Regulation 34 read with Schedule V
of the SEBI Listing Regulations, the Management
Discussion and Analysis Report, outlining the
business and operations of the Company, forms part
of the Annual Report.

22. CORPORATE GOVERNANCE:

The Company is committed to maintaining the
highest standards of corporate governance
and believes that good corporate governance
is essential for enhancing stakeholder value,
ensuring transparency, accountability and ethical
business conduct.

Pursuant to Regulation 34 read with Schedule
V of the SEBI Listing Regulations, the Report on
Corporate Governance forms part of this Report as
Annexure I.

23. WHISTLE BLOWER POLICY

In terms with Section 177(9) and 177(10) of the
Companies Act, 2013 read with Regulation 22 of the
SEBI Listing Regulations, the Company has adopted
a Whistle Blower Policy, for all of its employees

and other stakeholders to report concerns about
unethical behaviour, actual or suspected fraud or
violation of the Company''s Code of Conduct.

The details of the Whistle Blower Policy and
mechanism are provided in the Corporate
Governance Report which forms part of this Report.
The Whistle Blower Policy is also available on the
website of the Company at www.kissht.com.

24. STATUTORY AUDITORS & AUDITORS'' REPORT:

At the Annual General Meeting ("AGM") of
the Company held on September 29, 2022,
M/s. Chokshi & Chokshi LLP, Chartered Accountants,
(FRN: 101872W/W100045), were appointed as the
Statutory Auditors of the Company for a period of 5
(five) years from financial year 2022-23 to financial
year 2026-27.

The Statutory Auditors have audited the financial
statements of the Company for the financial year
ended March 31, 2026. Further, there are no
qualifications, reservations or adverse remarks
made by the Statutory Auditors, in their report for the
financial year ended March 31, 2026.

The Statutory Auditors have confirmed that they
continue to satisfy the eligibility criteria prescribed
under the Companies Act, 2013 and are not
disqualified from continuing as the Statutory
Auditors of the Company.

25. SECRETARIAL AUDITOR:

The Company had appointed Ms. Ramadevi Satish
Venigalla, Practicing Company Secretary, as
Secretarial Auditor of the Company to conduct
secretarial audit for the financial year 2025-26.
The Secretarial Audit report does not contain any
qualification, reservation, disclaimer or adverse
remark. The Secretarial Audit Report is annexed as
Annexure II to this Report.

Si Creva Capital Services Private Limited ("Si
Creva") is a material wholly owned subsidiary of the
Company, pursuant to Regulation 16(1)(c) of SEBI
Listing Regulations. The Secretarial Audit Report
of Si Creva is also annexed as part of Annexure II
to this Report. The said report does not contain
any qualification, reservation, adverse remark
or disclaimer.

Pursuant to Regulation 24A of the SEBI Listing
Regulations, the appointment of the Secretarial
Auditor of a listed entity is subject to the approval
of the shareholders. Ms. Ramadevi Satish Venigalla
has consented to her appointment as Secretarial
Auditor, if appointed, and has confirmed that she

has subjected herself to peer review process of the
Institute of Company Secretaries of India ("ICSI")
and holds a valid certificate of peer review issued
by the ICSI. Further Ms. Ramadevi Satish Venigalla
has confirmed that she is eligible for appointment
as the Secretarial Auditor and has not incurred
any disqualification specified by the Securities
and Exchange Board of India. Accordingly, based
on the recommendation of the Audit Committee,
at its meeting held on July 29, 2026, the Board of
Directors, at its meeting held on July 29, 2026,
approved and recommended the appointment
of Ms. Ramadevi Satish Venigalla, Practicing
Company Secretary, as the Secretarial Auditor of
the Company for a term of five years commencing
from the financial year 2026-27, subject to the
approval of the shareholders. The necessary
resolution seeking shareholders'' approval forms
part of the accompanying Notice of the Annual
General Meeting.

26. INTERNAL AUDITOR:

M/s. KKC & Associates LLP (Firm Registration No.
105146W/W100621) were re-appointed as the
Internal Auditors of the Company for the financial
year 2025-26 by the Board of Directors at its
meeting held on September 18, 2025.

During the year under review, the Internal Auditors
did not identify any major risks or areas of concern
that could have a significant impact on the business
operations of the Company.

Based on the recommendation of the Audit
Committee, the Board of Directors, at its meeting
held on July 09, 2026, have appointed BDO India
Services Private Limited as the Internal Auditor of
the Company for the financial year 2026-27.

27. COST AUDITOR:

Pursuant to the provisions of Section 148 of the
Companies Act 2013, read with Rules 3 and 4 of
Companies (Cost Records and Audit) Rules, 2014,
the Company is not required to maintain cost
records and have the same audited by a qualified
Cost Accountant.

28. REPORTING OF FRAUDS BY AUDITORS:

During the year under review, none of the Auditors
have reported any instance of fraud committed in the
Company by its officers or employees under Section
143(12) of the Companies Act, 2013, requiring
reporting to the Audit Committee or to the Central
Government. Accordingly, no such disclosure is
required to be made in this Report.

29. DETAILS OF SUBSIDIARY/JOINT VENTURES/
ASSOCIATE COMPANIES:

Si Creva Capital Services Private Limited ("Si
Creva") is the wholly owned material subsidiary of
the Company.

On June 17, 2026, the Company incorporated
another wholly owned subsidiary "Invincible Minds
Private Limited" as mentioned in point no.1 of
this Report.

In accordance with Regulations 16(1)(c) and 24(1)
of the SEBI Listing Regulations, the Company
has adopted a Policy for Determining Material
Subsidiaries, which specifies the criteria for
identifying material subsidiaries and sets out
the governance requirements applicable to such
subsidiaries. The Policy is available at www.kissht.
com. In terms of the said Policy, Si Creva is a material
subsidiary of the Company.

Further, in compliance with Regulation 24(1) of the
SEBI Listing Regulations, Mr. Yogesh Chadha, Non¬
Executive Independent Director of the Company,
was nominated and appointed on the Board of Si
Creva with effect from December 02, 2025.

The highlights of the performance of Si Creva and
its contribution to the overall performance of the
Company during the financial year 2025-26 are set
out as below:

30. PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS UNDER SECTION 186 OF THE
ACT:

The details of investments covered under the
provisions of section 186 of the Companies Act,
2013 are disclosed in Note No. 6 of the standalone
financial statements.

During the year under review, the Company provided
corporate guarantee(s) in respect of loan(s) availed
by its wholly owned subsidiary, Si Creva Capital
Services Private Limited, the details of which
are disclosed in Note No. 32 of the standalone
financial statements.

31. PARTICULARS OF CONTRACTS OR
ARRANGEMENTS WITH RELATED PARTIES
UNDER SECTION 188 (1) OF THE ACT:

During the financial year 2025-26, the Company
entered into contracts, arrangements and
transactions with related parties in accordance with
the provisions of Section 188(1) of the Companies
Act, 2013. All such transactions were in the ordinary
course of business and on an arm''s length basis.

The details of related party transactions as required
under the applicable Indian Accounting Standards
are disclosed in Note No. 34 of the standalone
financial statements.

The particulars of contracts or arrangements with
related parties referred to in Section 188(1) of the
Companies Act, 2013 read with Rule 8(2) of the
Companies (Accounts) Rules, 2014 are provided in
Form AOC-2, which forms part of Annexure IV of
this Report.

32. CORPORATE SOCIAL RESPONSIBILITY:

The Company believes that Corporate Social
Responsibility ("CSR") is a means of creating shared
value and contributing to social and environmental
well-being. The Company''s endeavour is to support
economically, physically and socially challenged
groups and to draw them into the cycle of growth,
development and empowerment.

The Company''s CSR initiatives are undertaken in
accordance with provisions of Section 135 read with
Schedule VII of the Companies Act, 2013 along with
the Companies (Corporate Social Responsibility
Policy) Rules, 2014 ("CSR Rules"), as amended
from time to time.

The Annual report on CSR activities, as required
under Rule 8 of the CSR Rules, forms part of
Annexure V of this Report.

The CSR Policy is available on the website of the
Company at www.kissht.com.

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

The particulars as prescribed under section 134(3)
(m) of the Companies Act, 2013 read with the rules
framed thereunder are as follows:

Since the Company is a fintech, its operations are
not energy intensive nor does it require adoption
of specific technology and hence information in
terms of Section 134(3)(m) of the Act read with the
Companies (Accounts) Rules, 2014 is not required
to be disclosed in this Report.

A) Conservation of energy.

i) The steps taken or impact on conservation
of energy:

Not Applicable

ii) The steps taken by the Company for
utilizing alternate sources of energy:

Not Applicable

iii) The capital investment on energy
conservation equipment''s:

Not Applicable

B) Technology absorption.

i) The efforts made towards technology
absorption:

I I I Not Applicable

ii) The benefits derived like product
improvement, cost reduction, product
development or import substitution:

Not Applicable

iii) In case of imported technology (imported
during the last three years reckoned from
the beginning of the financial year)

Not Applicable

iv) The expenditure incurred on Research
and Development.

Not Applicable

C) Foreign exchange earnings and outgo.

34. CHANGE IN NATURE OF BUSINESS, IF ANY:

There was no change in the nature of the business of
the Company during the financial year 2025-26.

35. DEPOSITS:

During the financial year 2025-26, the Company has
not accepted any deposits, falling within the purview
of Chapter V of the Companies Act, 2013 and rules
framed thereunder. Accordingly, no amount on
account of principal or interest on such deposits was
outstanding as of March 31, 2026.

36. DETAILS OF SIGNIFICANT AND MATERIAL
ORDERS PASSED BY THE REGULATORS OR
COURTS OR TRIBUNALS IMPACTING THE
GOING CONCERN STATUS AND COMPANY''S
OPERATIONS IN FUTURE:

No significant or material orders were passed by any
Regulator or any Court or any Tribunal which would
impact the going concern status of the Company
and its future operations.

37. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL
FINANCIAL CONTROLS WITH REFERENCE TO
THE FINANCIAL STATEMENTS:

During the financial year 2025-26, the Company
has devised appropriate systems and framework for
adequate internal financial controls with reference
to financial statements commensurate with the size,
scale and complexity of its operations.

The Company has also appointed an Internal
auditor who reviews the internal systems and risks
pertinent to the operations of the Company. During
the financial year 2025-26, controls were tested
and no reportable material weakness in design and
operation were observed.

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

The Company has adopted a Policy on Prevention,
Prohibition, and Redressal of Sexual Harassment
in accordance with the provisions of Sexual
Harassment of Women at Workplace (Prevention
Prohibition and Redressal) Act, 2013, and the
corresponding rules framed thereunder. The
Company has also complied with the requirements
for constituting the Internal Complaints Committee
(''ICC'') as mandated by the Sexual Harassment of

Women at Workplace (Prevention Prohibition and
Redressal) Act, 2013. To build awareness in this
area, the Company has been conducting necessary
training across the organization from time to time.

The Management is pleased to inform that there
were no complaints pertaining to sexual harassment
were received / pending during the financial year
2025-26.

39. MATERNITY BENEFIT:

The Company is committed to providing a supportive
and inclusive work environment and complies with
the provisions of the Maternity Benefit Act, 1961,
as amended. During the financial year 2025-26,
the Company extended the applicable statutory
maternity benefits to the eligible employees.

40. COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company has complied with the applicable
Secretarial Standards issued by the ICSI and
approved by the Central Government (as amended
from time to time) under section 118(10) of the Act.

41. DISCLOSURE UNDER EMPLOYEES STOCK
OPTION SCHEME:

The Company has 3 (three) Employees Stock Option
Schemes, namely, Kissht Employee Stock Option
Plan, 2019, Kissht Employee Stock Option Plan,
2021 and Kissht Employee Stock Option Plan, 2022
(collectively referred to as the "ESOP Schemes").

The stock options under the ESOP Schemes have
been granted to the eligible employees of the
Company and its subsidiary, in accordance with the
terms of the respective ESOP Schemes. Further, all
grants of stock options under the ESOP Schemes
are in compliance with the Companies Act, 2013.

During the financial year 2025-26, the ESOP
Schemes were amended to align with the
requirements of SEBI (Share Based Employee
Benefits and Sweat Equity) Regulations, 2021.

The disclosures required under Regulation 14 of the
Securities and Exchange Board of India (Share Based
Employee Benefits and Sweat Equity) Regulations,
2021 are available on the Company''s website at
www.kissht.com. A certificate from the Secretarial
Auditor confirming that the Company''s Employee
Stock Option Schemes have been implemented in
accordance with the provisions of the Securities and
Exchange Board of India (Share Based Employee
Benefits and Sweat Equity) Regulations, 2021 will
be placed before the shareholders at the ensuing
Annual General Meeting.

42. INSURANCE REGULATORY AND
DEVELOPMENT AUTHORITY OF INDIA:

The Company is registered as a Corporate Agent
with the Insurance Regulatory and Development
Authority of India ("IRDAI") and complies with the
applicable laws, regulations, circulars and guidelines
issued by IRDAI, as amended and applicable from
time to time.

43. RISK MANAGEMENT POLICY:

The Company has adopted a Risk Management
Policy to provide a framework for identifying,
evaluating and managing risks associated with its
business and operations.

The Board of Directors has voluntarily constituted
a Risk Management Committee to assist the Board
in overseeing the risk management framework of
the Company.

The Company reviews its risk management
framework from time to time in line with its
business requirements and the applicable
regulatory framework.

44. GENERAL DISCLOSURES:

The Directors state that no disclosure or reporting
is required in respect of the following items as there
were no transactions on these items during the
financial year 2025-26:

a. The Company has not issued any shares with
differential rights. Accordingly, no disclosure
is required under Section 43(a) (ii) of the
Companies Act, 2013 read with Rule 4(4) of
the Companies (Share Capital and Debentures)
Rules, 2014.

b. The Company has not issued any sweat equity
shares. Accordingly, no disclosure is required
under Section 54(1)(d) of the Companies Act,
2013 read with Rule 8(13) of the Companies
(Share Capital and Debentures) Rules, 2014.

c. There were no instances of non-exercising of
voting rights in respect of shares purchased
directly by employees under a scheme pursuant
to Section 67(3) of the Companies Act, 2013
read with Rule 16(4) of Companies (Share
Capital and Debentures) Rules, 2014.

45. DETAILS OF APPLICATION MADE OR
ANY PROCEEDING PENDING UNDER
THE INSOLVENCY AND BANKRUPTCY
CODE, 2016:

There has been no instance(s) of any application
during the year under review, nor any proceeding(s)
initiated/pending as of March 31, 2026 under the
Insolvency and Bankruptcy Code, 2016.

46. 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:

The subject matter is not applicable to the Company
for the year under review.

47. ACKNOWLEDGEMENT:

The Directors wish to place on record their sense
of appreciation for the devoted services rendered
by employees at all levels. We thank our bankers,
customers, government, investors, statutory bodies
and vendors, for their continued support during
the year.