Kairosoft AI Solutions’ record is unsettled: the FY26 clean opinion is contradicted by the company’s own Secretarial Audit Report, and the board has cycled through near-total turnover while repeatedly missing shareholder-approval deadlines. Two things stand out: the company published two materially different sets of segment results for the same period on the same date, and it seeks annual shareholder approval for unsecured, interest-free loans to a director-interlocked entity despite negligible turnover.
Key findings
- The FY26 clean audit opinion is contradicted by the company’s own Secretarial Audit Report
Major- The FY26 standalone audit opinion is unqualified, with no Key Audit Matters reported. The FY26 Secretarial Audit Report, however, states “the statutory auditor has issued a qualified opinion in the audit report for the financial year ended March 31, 2026”. The CARO report notes the company has not obtained EPF/ESI registration with a liability “presently not ascertainable”. - Revenue recognition is obscured by contradictory segment disclosures and unexplained figures
Major- On 30 May 2026, the company published two sets of segment-wise results for the quarter and year ended 31 March 2026 with materially different figures: one filing reports a Q4 segment result for AI & Web and App development of -57.10, while two others report +5.50 for the same line. The full-year segment result for the same division is reported as -152.76 in one filing and -68.72 in the other two. The Artificial Intelligence segment appeared for the first time in FY26, and trade receivables jumped from nil to ₹25,129 thousand. - The board has undergone near-total turnover with repeated compliance failures, while promoter voting has been consistently absent
Major- The promoter group held 60,000 shares and cast zero votes at the 41st AGM, the 39th AGM, and the postal ballot concluded on 1 December 2023. At the 42nd AGM on 25 September 2024, all seven resolutions failed with 78.22% votes against. The Secretarial Audit Report for FY23 identified that shareholder approval for five director appointments was not obtained within the required three months and remained pending. The company had no Company Secretary and Compliance Officer from 27 February 2024 until at least 28 August 2024. - The company has been penalised by SEBI and BSE in three separate actions and was placed under the highest surveillance stage
Major- SEBI imposed a penalty of Rs 10 lakh under the SEBI (PFUTP) Regulations via an adjudication order dated 19 May 2021, which the company paid without contesting. BSE imposed SOP fines of Rs 1,08,560 and Rs 1,07,380 for non-compliance with the Compliance Officer appointment timeline, paid on 15 April 2025 and 27 July 2026 respectively. BSE placed the securities under GSM Stage 4 effective 7 April 2025; the company challenged the action in the Delhi High Court and later the Bombay High Court, and BSE removed the securities from GSM Stage 4 effective 6 August 2025. - Preference shares issued in 2012 carry a put option exercisable since 2015, creating a potential ₹2 crore cash obligation
Minor- The company issued 20,00,000 6% non-cumulative, non-convertible preference shares on 2 July 2012, compulsorily redeemable after 20 years at par. The investor can exercise a put option at any time from 2 July 2015 until expiry of 20 years, with three months’ notice. The face value is ₹20,00,000 and the obligation sits outside reported borrowings. - Operating cash flows are volatile and disconnected from reported profits, and cash reserves have sharply declined
Minor- The CFO/PAT ratio swung from -50.00x in FY23 to 0.68x in FY24 to 0.29x in FY25 to -8.16x in FY26. Cash and cash equivalents fell from ₹197,017.58 thousand in FY25 to ₹16,539.29 thousand in FY26, driven by fixed deposits maturing within 12 months dropping to nil from ₹110,000 thousand. The company has never declared a dividend from FY20 through FY25.
What to watch
- Contradiction between the FY26 audit opinion and the Secretarial Audit Report. The Secretarial Audit Report states the statutory auditor issued a qualified opinion for FY26, directly contradicting the unqualified opinion on record, no scheduled resolution date.
- Contradictory segment results published on 30 May 2026. The company issued two materially different sets of figures for the quarter and year ended 31 March 2026 on the same date.
- Shareholder vote on the material related-party transaction resolution. The 44th AGM noticed on 6 August 2026 will put the FY27 material related-party transaction resolution to a vote on 29 August 2026.
- Preference share put option. The investor can exercise the put at any time until 2 July 2032, requiring a cash outflow of ₹2 crore at par.
- EPF/ESI registration. The Acts became applicable during FY26 but registration has not been obtained and the liability is “presently not ascertainable”.
Bottom line: This is a record where the audit opinion itself is in dispute, segment numbers cannot be reconciled across filings published on the same day, and the board has cycled through near-total turnover while repeatedly missing basic compliance deadlines. The risk is not hidden, it sits in plain sight across contradictory disclosures, a potential ₹2 crore cash obligation from preference shares with a put option exercisable since 2015, and a pattern of regulatory penalties. Watch whether the audit-opinion contradiction is resolved, and read the segment figures and the RPT vote with the inconsistencies on this page in mind.