KS Smart Technologies Limited (formerly Soma Papers and Industries Limited) has announced a comprehensive board restructuring initiative through a postal ballot notice dated February 28, 2026. The company seeks shareholder approval for seven special resolutions that will significantly reshape its leadership structure and governance framework.

Board Leadership Appointments

The postal ballot proposes the appointment of Mr. Keshav A S (DIN: 07863502) as Managing Director & Chairman for a five-year term commencing January 15, 2026. The 32-year-old engineering graduate currently holds 3,27,02,805 shares in the company and will not draw any salary or remuneration initially, with the board authorized to determine compensation within statutory limits.

Additionally, the company seeks approval for Mr. Rohan Ramaswamy (DIN: 07079289) as Executive Non-Independent Director and Mr. Venkatesh Subramanyam (DIN: 09281024) as Non-Executive Non-Independent Director, both appointed from January 2026.

Independent Director Appointments

Three independent directors are proposed for five-year terms:

These appointments aim to strengthen the company's governance framework with expertise in taxation, audit, and financial compliance.

Governance and Constitutional Updates

The seventh resolution proposes adopting new articles of association based on Table F of Schedule I of the Companies Act, 2013. This update will align the company's constitutional documents with current regulatory requirements, replacing provisions that referenced the erstwhile Companies Act, 1956.

E-Voting Process and Timeline

The company has engaged National Securities Depositories Limited (NSDL) to facilitate remote e-voting for all shareholders. The voting process follows a structured timeline:

Mr. Nuren Lodya (Membership No. A60128), Company Secretary in Practice, has been appointed as scrutinizer to conduct the postal ballot process in a fair and transparent manner.

Shareholder Communication

In compliance with MCA circulars, the postal ballot notice is being sent electronically to shareholders whose email addresses are registered with the company or depositories as of the cut-off date. The notice is also available on the company's website at https://ksstech.co/ and NSDL's e-voting portal.

Shareholders can access detailed explanatory statements, director profiles, and voting instructions through the official channels. The company has provided comprehensive guidelines for both individual and institutional shareholders to participate in the e-voting process through various login methods via NSDL and CDSL platforms.

KS Smart Technologies Limited (formerly known as Soma Papers and Industries Limited) has announced the successful incorporation of its new step-down subsidiary, marking a strategic expansion into advanced technology solutions. The company informed stock exchanges about this corporate development through a regulatory filing under SEBI's disclosure requirements.

New Subsidiary Details

Ikshanaa Technology Solutions Private Limited has been incorporated as a step-down wholly owned subsidiary with the Corporate Identity Number U62090TN2026PTC190092. The Ministry of Corporate Affairs issued the Certificate of Incorporation on February 24, 2026, with the company's registered office located in Chennai, Tamil Nadu.

Business Scope and Objectives

The new subsidiary will operate in the technology and IT sector with comprehensive business objectives covering multiple technology domains. The company's main objects include assembling, rebuilding, repairing, upgrading, trading, importing, exporting, marketing, and licensing of information technology, electronics, electrical, mechanical, communication, security, and smart technology products and solutions.

Key focus areas encompass:

• Hardware Solutions: Computers, monitors, peripherals, networking systems, storage media, and office equipment
• Communication Systems: PBX/EPBX, telecommunication and satellite systems, surveillance and IoT devices
• Advanced Technologies: Artificial Intelligence (AI), Machine Learning (ML), Generative AI, Deep Learning, Natural Language Processing (NLP)
• Specialized Solutions: Computer vision, autonomous surveillance, robotics, edge computing, biometric systems, access control, and metal and vehicle surveillance systems

Strategic Impact and Market Position

The incorporation represents a strategic move aimed at expanding KS Smart Solutions Private Limited's presence in the Business-to-Government (B2G) sector. This expansion will strengthen the parent company's position in technology and IT-enabled services while enabling backward integration capabilities.

The step-down subsidiary structure creates a related party relationship with KS Smart Technologies Limited by virtue of the ultimate holding company arrangement. Company officials indicated that no other promoter, promoter group, or group companies have any interest in the proposed incorporation beyond this structural relationship.

Regulatory Compliance and Future Operations

The incorporation process required subscription to the Memorandum of Association with the specified investment amount. As the business operations are yet to commence, no turnover figures are applicable at this stage. The company confirmed that no additional governmental or regulatory approvals are required for this incorporation.

The establishment of Ikshanaa Technology Solutions Private Limited aligns with KS Smart Technologies' long-term growth objectives and enhances its capabilities to deliver comprehensive and integrated solutions to government clients. The subsidiary's focus on cutting-edge technologies positions the group to capitalize on emerging opportunities in the rapidly evolving technology sector.