Kairosoft AI Solutions Ltd

Acquisition details

• Acquirer: Kreon Financial Services Limited, not promoter group.
• Pre-transaction holding: 2,192,016 shares (18.53%), encumbrances Nil.
• Acquired: 114,220 equity shares (0.97%), open market, 28-09-2026.
• Post-transaction holding: 2,306,236 shares (19.50%), encumbrances Nil.
• Equity share capital before/after: Rs 1,18,29,560; diluted capital: Rs 1,18,29,560.

Kairosoft AI Solutions Limited trading window closed for insiders from 01 October 2026 until 48 hours after the declaration of Un-Audited Standalone Financial Results for the quarter ending 30 September 2026

Acquisition details

• Target Company: Kairosoft AI Solutions Ltd.
• Disclosing Party: Kreon FINNANCIAL SERVICES LIMITED; not promoter group.
• Transaction Type: Acquisition of 210,203 equity shares via open market.
• Pre-Transaction Holding: 2,308,490 shares (19.51%); encumbrances: Nil.
• Transaction Details: Acquired 210,203 shares (1.77%); instrument: Equity Shares; mode: Open Market.
• Post-Transaction Holding: 2,098,727 shares (17.74%).
• Date(s) of Transaction: 18-09-2026.
• Share Capital Context: Before/After Rs 1,18,29,560; Diluted Rs 1,18,29,560.

Acquisition details

• Pre-transaction holding: 217,226 voting shares (18.36%), encumbrances Nil.
• Acquirer: KREON FINNANCIAL SERVICES LIMITED (not in promoter/promoter group).
• Transaction type: Acquisition of voting rights.
• Shares acquired: 8,623 voting rights (0.73%); instrument: equity shares; mode: Open Market.
• Post-transaction holding: 225,849 voting rights (19.09%).
• Date of acquisition: 11-09-2026.
• Share capital before: Rs 1,18,29,560 (11,82,956 shares).
• Share capital after: Rs 1,18,29,560 (11,82,956 shares).
• Diluted share capital after: Rs 1,18,29,560.

AGM Details

• AGM held on 29 August 2026 via VC/OAVM from 12:30 PM to 1:30 PM IST.
• Mode: VC/OAVM.
• Cut-off for voting: 22 August 2026.
• Record date: 2,825 shareholders on record.
• Remote e-voting: 26–28 August 2026; e-voting at AGM also available.
• Revised voting results submitted to rectify related party vote for Resolution 4.

Key Resolutions

• Ordinary Resolution 1: Receive, consider and adopt the Audited Financial Statements for the year ended 31 March 2026.
• Ordinary Resolution 2: Re-appointment of Santosh Kumar Kushawaha as director.
• Special Resolution 3: Change in designation and fix remuneration of Deva Ram.
• Ordinary Resolution 4: Approve material Related Party Transaction for FY 2026-27.
• Ordinary Resolution 5: Sub-Division of equity shares from face value Rs 10 to Rs 1.
• Ordinary Resolution 6: Alteration in Capital Clause V of MOA.

Voting Results

• Resolution 1 passed as Ordinary; in favour 99.98%, against 0.016%.
• Resolution 2 passed as Ordinary; in favour 57.28%, against 42.72%.
• Resolution 3 not passed; in favour 62.43%, against 37.57%.
• Resolution 4 passed; in favour 52.68%, against 47.32%.
• Resolution 5 passed; in favour 63.13%, against 36.87%.
• Resolution 6 passed; in favour 63.13%, against 36.87%.

Split details

• Record date 18-09-2026; 1-for-10 equity split from Rs 10 to Rs 1, approved at AGM 29-08-2026.

AGM Details

• AGM held on 29 August 2026 at 12:30 IST via VC/OAVM.
• Voting cut-off date: 22 August 2026.
• Remote e-voting from 26–28 August; NSDL platform used.
• Shareholders present at AGM voted via VC/OAVM.

Resolutions & outcomes

• Ordinary: adoption of audited financial statements for year ended 31 March 2026; passed.
• Ordinary: re-appointment of Santosh Kumar Kushawaha as director; retired by rotation; passed.
• Special: change designation and remuneration of Deva Ram; not passed.
• Ordinary: approval of material related party transaction for FY 2026-27; passed.
• Ordinary: sub-division of equity shares from Rs 10 to Rs 1; passed.
• Ordinary: alteration in Capital Clause V of MOA; passed.

Directors' changes

• Re-appointment of Santosh Kumar Kushawaha as director (retire by rotation).
• Designation/remuneration change for Deva Ram proposed; not approved.

Other approvals

• Material Related Party Transaction for FY 2026-27 approved.
• Share capital subdivision and MOA alteration approved.

AGM Details

• Held on 29 August 2026 via VC/OAVM, from 12:30 PM to 1:11 PM.
• 65 members attended via video conference.

Key Resolutions

• Ordinary: Adopt standalone audited financial statements for 2025-26.
• Ordinary: Re-appoint Santosh Kumar Kushawaha on rotation.
• Special: Change in designation and remuneration of Deva Ram to Managing Director.
• Ordinary: Approve Material Related Party Transactions with Hrihana Homes for FY 2025-26.
• Ordinary: Sub-division of equity shares from Rs 10 to Rs 1.
• Ordinary: Alter Capital Clause V of Memorandum of Association.

Governance & Related Parties

• Voting restrictions: interested directors abstained from voting on relevant resolutions.

Auditors & Financial Statements

• Statutory audit report received and taken on record.

AGM addendum and notice updates

• Newspaper ads published for addendum to the notice of the 44th AGM.
• AGM date and time: 29 August 2026 at 12:30 PM via VC/OAVM.
• Addendum to the AGM notice dated 06 August 2026 forms part of the notice.
• Addendum available on company websites and BSE; e-voting instructions to apply.

Capital action: stock split and MOA amendment

• Board approved 1-for-10 stock split in equity shares.
• Face value will change from Rs 10 to Rs 1 per share.
• Capital Clause in Memorandum of Association to be altered.
• Shareholder approval required before implementation of the split.
• Action to update Addendum on NSDL and BSE.
• Board meeting date noted: 18 August 2026.

AGM Details

• AGM date/time: 29 August 2026, 12:30 PM IST; mode: VC/OAVM.
• Record date to be fixed by the Board.
• Addendum to Notice circulated and forms part of original AGM notice.

Key Resolutions

• Item 5: Ordinary resolution to subdivide shares from Rs10 to Rs1, subject to approvals.
• Item 6: Ordinary resolution to alter MOA capital clause to Rs21 crore.