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Kinetic Engineering Ltd. Annual Report 2025

Sep 6, 2025

60836_rns_2025-09-06_3a6ddae3-18f1-4374-aac1-f3bb865be2f2.pdf

Annual Report

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KEL:SH:SE

Date: 06 September 2025

To The Manager - Corporate Relationship Department BSE Limited, 1[st] Floor, Phiroze Jeejeebhoy Towers, Fort, Mumbai- 400 001 Maharashtra, India

Scrip Code: BSE-500240

Subject: Annual Report and Notice of 54[th] Annual General Meeting of the Company for the Financial Year 2024-25.

Dear Sir/Madam,

Pursuant to Regulation 30 & 34(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we are submitting herewith the Annual Report of the Company along with the Notice of AGM for the financial year 2024-25 has been sent electronically to the Members of the Company.

The Company is providing electronic voting facility to its members to exercise their right to vote by electronic means on any or all the items of business as set out in the Notice, through Central Depository Services (India) Limited (CDSL) e-voting platform, which will commence on Saturday, 27[th] September, 2025 at 09.00 A.M. and ends on Monday, 29[th] September, 2025 at 5.00 P.M. The E-Voting module will be disabled after 05:00 p.m. on Monday, 29 September 2025. The members who have not cast their votes by remote e-voting can exercise their voting rights through the e-voting system during the AGM. A person, whose name is recorded in the Register of Members or in the Register of Beneficial Owners maintained by the Depositories as on cut-off date i.e., Tuesday, 23[rd] September 2025, only shall be entitled to avail the facility of remote e-voting or e-voting at the meeting.

The said Annual Report including Notice of Annual General Meeting for the Financial Year 2024-25, is also available on the website of the Company.

The above is submitted for your kind information and appropriate dissemination.

Thanking you. Yours faithfully,

For Kinetic Engineering Limited

Digitally signed by Chaitanya Mundra DN: c=IN, o=Personal, pseudonym=fe24a65a83ad4a169fdf655bc4e1430d, 2.5.4.20=0a69fc2e6b4f366b4f9f3aaf632a5c30fd3dc 9004f4113ee6efccbdcd5db482f, postalCode=768201, st=Orissa, serialNumber=84305ab3c8129dea3fde8e633d832d 7e0d39b0ec0224902040acf6ed0c800da6, cn=Chaitanya Mundra Date: 2025.09.06 18:03:19 +05'30'

Chaitanya Mundra

Chaitanya Mundra Company Secretary and Compliance Officer

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Registered Address: Factory Address: Contact: +91 2066142049 D1 Block, Plot No.18/2, Kinetic Manufacturing Plant Email ID: [email protected] Chinchwad, Pune Nagar-Daund Road, Ahmednagar Website: www.kineticindia.com Maharashtra India 411019 Maharashtra India 414001 CIN: L35912MH1970PLC014819

REBORN

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Corporate overview

42 Research and development

  • 02 From legacy to leadership in electric mobility

  • 44 Market outreach

  • 03 Kinetic DX: The right move at the right time

  • 46 Case studies

  • 04 Corporate snapshot

  • 48 Talent management

  • 08 Our awards and recognitions

  • 50 Environment, social and governance

  • 09 Our marquee clients

  • 52 Board of Directors

  • 10 Where we sell our products

  • 53 Key management personnel

  • 12 How Kinetic Engineering evolved across the decades

  • 54 Kinetic Watts and Volts Board of Director

Statutory Reports

  • 14 How we performed over the years

  • 55 Notice

  • 16 Chairman’s overview

  • 73 Director’s Report

  • 19 Managing director review

  • 95 Management discussion and analysis

  • 24 Powering the next chapter in India’s electric mobility story

  • 105 Report on Corporate Governance

  • 30 Business verticals

Financial Statements

  • 36 Manufacturing and operation

122 Standalone Financial Statements

  • 38 Supply chain excellence

166 Consolidated Financial Statements

  • 40 Digital transformation

Forward-looking statement

In this annual report, we have disclosed forward looking information to enable investors to comprehend our prospects and take informed investment decisions. This report and other statements - written and oral - that we periodically make, contain forward looking statements that set out anticipated results based on the management’s plans and assumptions. We have tried wherever possible to identify such statements by using words such as ‘anticipates’, ‘estimates’, ‘expects’, ‘projects’, ‘intends’, ‘plans’, ‘believes’ and words of similar substance in connection with any discussion of future performance. We can guarantee that these forward-looking statements will be realised, although we believe we have been prudent in our assumptions. The achievement of results is subject to risks, uncertainties and even inaccurate assumptions. Should known or unknown risks or uncertainties materialise, or should underlying assumptions prove inaccurate, actual results could vary materially from those anticipated, estimated or projected. Readers should kindly bear this in mind. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise

THE LEGEND IS REBORN

Kinetic Engineering’s legacy is inseparable from India’s mobility story - from the Luna that put a nation on two wheels to the DX that redefined convenience.

After decades of engineering excellence in the manufacture of components, the Company has completed the circle with the launch of the allelectric Kinetic DX.

As the auto component business in KEL matures, the subsidiary company Kinetic Watts & Volts stunned the market recently by launching an all-new electric scooter – the Kinetic DX!

Blending timeless design with next-generation technology, advanced LFP batteries, regenerative braking, unique convenience features, digital intelligence, and a robust metal body the DX is both, nostalgia and reinvention.

It marks not just a return to vehicle manufacturing, but a confident stride into India’s electric future.

The legend lives again, reborn in an electrifying avataar.

From legacy to leadership in electric mobility

For over five decades, Kinetic Engineering has been synonymous with innovation in Indian mobility from the iconic Kinetic Luna to pioneering gearless scooters that transformed urban commuting. Guided by the vision of the Late H.K. Firodia, we have continually evolved to stay ahead of industry change.

axles, and chassis for electric two- and three-wheelers. Our strategic focus now extends to motors, controllers, and battery packs, strengthening India’s self-reliance in clean mobility technology.

This is now a time for forward integration. We are extending our capabilities from the manufacture of components to complete electric vehicles, starting with the two-wheeler segment, the gateway to personal mobility in India. With EV adoption accelerating, we see the perfect alignment between our engineering strengths and market opportunity.

After a gap of some years from direct vehicle manufacture, our company has returned from back-end components manufacture to front-end personal mobility, leveraging our deep automotive expertise to power an electric mobility future.

During the last few years, we prepared for this by transition from conventional vehicle manufacture to becoming a trusted leader in EV components, producing transmissions,

The Kinetic story has always been about moving people forward. The road ahead will be written in electric blue - bold, innovative, and transformative.

Kinetic DX: The right move at the right time

The launch of Kinetic DX marks more than the return of a legendary name - it signals Kinetic Engineering’s decisive entry into a new era of mobility.

K-Coast regenerative braking, the Telekinetic app, My Kiney Companion voice alerts and a dedicated button to call our CRM (kinetic assist). Built on a durable metal body - a rarity in today’s market the DX offers reliability, safety, and longevity for discerning customers.

At a time when the global automobile industry is undergoing its most profound transformation in a century, the DX positions us at the intersection of heritage, innovation, and opportunity.

Backed by our vertically integrated manufacturing, in-house intellectual property for critical EV components, and a growing dealerservice network, we can deliver quality at scale while controlling cost and innovation cycles as we move to create an exclusive nationwide sales and service network.

The world is turning electric. In India, the EV two-wheeler segment - already growing at double digits is projected to expand its market share from 6–7% of the twowheeler segment to 20–25% by FY 2029-30.

Rising fuel prices, supportive government policies, and rapid advancements in battery cum charging technology are accelerating EV adoption. Yet, the market remains fragmented, with space for credible, quality-led brands to lead.

The DX then is not just a product; it is a statement. It says that Kinetic Engineering has the right technology, the right positioning, and the right vision at exactly the moment the world is ready for it.

The legendary Kinetic DX that changed the way India looked at transportation is reborn & back to the future! The electric future is here, and we are ready to lead it.

This is where the Kinetic DX comes in. It combines advanced and long lasting LFP battery technology with segment-first features like

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C O R P O R A T E S N A P S H O T
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Corporate Overview Statutory Reports Financial Statements
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Kinetic Engineering Limited is a respected name in India’s auto component and two-wheeler eco-system.

The Company possesses more than 50 years of engineering innovation, manufacturing excellence and market leadership.

The Company was founded by visionary industrialists, who created India’s iconic two-wheeler - Kinetic Luna.

The Company pioneered fully indigenised vehicle manufacturing, setting benchmarks in self-reliant engineering.

From mopeds to motorcycles and scooterettes, Kinetic built a diverse portfolio that defined personal mobility for decades.

Its legacy includes path-breaking joint ventures with global majors like Honda, Hyosung, SYM, Italjet and many others.

The Company has been a trusted OEM partner delivering precision driveline and transmission components to leading automotive brands.

The Company returned to the manufacture of two-wheeler personal mobility through the launch of an electric scooter in July 2025 through its subsidiary.

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Corporate Overview Statutory Reports Financial Statements

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To be a global leader in automotive and mobility solutions, driving innovation and embracing sustainability through cutting-edge engineering and manufacturing excellence.

strives for excellence in engineering, aiming to set industry benchmarks.

To drive innovation and excellence in the automotive industry by delivering high-quality components and embracing sustainable technologies.

Sustainable technologies: The Company is actively investing in the electric vehicle (EV) sector, reflecting its commitment to sustainable and future-ready technologies.

Innovation and excellence: KEL emphasises continuous innovation and

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06 | Kinetic Engineering Limited
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Our core values

Human relations: We would like to add empathy in all our dealings, whether it is the way our teams working with each other, whether it is the way we work with other people, human relations and empathy scores high

Honesty: At kinetic we believe that honesty and integrity is of the highest importance. In all our dealings whether it is with our supplier partners, customers, employees or any relationships of any of our employees or our way of workings, honesty and integrity comes first.

Excellence: We strive to achieve excellence in all our work, to have excellent product in terms of quality, to have excellent relationship in terms of delivery in terms of cost and in terms of any other aspect.

Our background

Kinetic Engineering Limited is a legacy-rich automotive OEM with over five decades of manufacturing and engineering excellence. Founded by the visionary industrialist the Late Mr. H.K. Firodia and led by Padmashri Dr. Arun Firodia, the Company pioneered India’s two-wheeler revolution with the launch of the iconic Kinetic Luna and the Kinetic DX.

It transformed itself into an auto components major with focus on high quality transmissions and driveline products. With fully integrated operations across engines, transmissions and chassis systems, Kinetic built a reputation for

Listing

The Company’s equity shares are traded on the Bombay Stock Exchange (BSE). As of 31[st] March, 2025, the Company’s market capitalisation stood at H 41,507.86 Lakh. In the span of 4 and a half months the Company drastically improved their market capitalisation to H 77,818.47 Lakh.

indigenous innovation and product reliability. Strategic collaborations with global leaders like Honda and Hyosung positioned the Company as a first mover in CVT technology and international exports. KEL focuses on precision driveline and transmission components, supplying quality, scalable solutions to top automotive manufacturers across India and the global markets.

management standard for automotive production, ensuring consistent product quality and process control. It supports manufacturing across commercial vehicles, passenger cars, two-wheelers, tractors and electric mobility platforms.

Our certifications

Kinetic Engineering initially received ISO 9001 certification in 1996 for establishing a structured approach to managing quality and operational efficiency. It later achieved TS 16949:2002 and TS 16949:2009 certifications, which integrated ISO principles with specific automotive industry requirements, laying the groundwork for higher consistency, traceability and global compliance. These certifications reflect the Company’s longstanding commitment to the highest quality standards across its manufacturing ecosystem.

Our products

Kinetic Engineering manufactures a range of high-precision automotive components including transmission assemblies, planet gears, sun shafts, shifter sleeves, spline yokes and stub shafts. In the electric vehicle segment, the Company produces rigid axles, trans axles, chassis bodies and twowheeler transmission assemblies. These products support traditional and EV platforms, serving major OEMs in India and global markets.

Our talent

Our facilities

Kinetic Engineering is powered by a skilled and experienced workforce of over 650 professionals. The Company fosters a culture of technical excellence, continuous improvement and cross-functional collaboration, supported by regular training programs, Kaizen initiatives and quality awareness campaigns. With a strong emphasis on shop floor innovation, employee ownership and structured audits, the talent at Kinetic drives operational reliability, product quality and customer confidence across business verticals.

Kinetic Engineering operates a vertically integrated manufacturing facility in Ahilyanagr (Ahmednagar), Maharashtra, spread over 50+ acres with more than 32 production sheds and over 460 machines. Backed by a workforce of more than 1,000 skilled professionals, the plant is equipped with in-house capabilities including forgings, gear cutting, heat treatment, precision machining, painting, plating and electric drivetrain assembly. The facility is IATF 16949-certified, a globally recognised quality

Shareholding as on 31[st] March, 2025

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Promoter: 61.52
FII: 4.17
DII: 0.01
Public: 30.75
Others: 3.00
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Kinetic Engineering and its leadership have been honoured for excellence in innovation, social impact, industrial performance and nation-building

INTERNATIONAL

Nagar Road Business World NCPEDP - Shell Industries - FICCI Corporate Helen Keller Association - Lifetime Citizen Award award achievement award (2002–03)

Economic Times 40 Under 40

Awarded for advancing Presented to Dr. Arun equal rights and creating Firodia for his pioneering livelihood opportunities for role in India’s automotive the differently abled. evolution.

Awarded Ajinkya Firodia for Recognised for empowering his exceptional contributions individuals with disabilities and leadership in the through inclusive automobile industry. employment practices.

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Massachusetts Udyog Ratna award Institute of - Pune Municipal Technology (MIT), Corporation USA

Indian Institute of Technology (IIT)

Honoured for significant Recognised for contributions to distinguished service to engineering, education and society and lasting impact industrial growth. on India’s industrial development.

Conferred in recognition of contributions to industrial development and civic responsibility.

Selected as India’s iconic brand 2025 by The Brand Story

Pimpri Chinchwad Bhushan award (2002) – Annasaheb Maghar Social Service Foundation

Fourteen export excellence awards, including the national export performance trophy

Auto cluster appreciation award

Hall of Pride award by Overdrive, CII, ACMA and SIAM

Awarded for proactive Acknowledged for Celebrated as a visionary leadership and the consistent and outstanding in the Indian auto industry successful execution of the achievements in automotive with lifelong influence and Auto Cluster Development exports at both national innovation. and Research Institute and state levels. initiative.

Awarded for exceptional community engagement and public service.

American Axle: A global supplier of driveline systems using our precision-engineered axles and shafts.

DOMESTIC

Ashok Leyland: Major commercial vehicles player, integrating our transmission assemblies into its buses and heavy-duty trucks.

Mahindra & Mahindra: A leader in utility vehicles, and tractors, sourcing transmission assemblies, axles and precision parts for multiple product lines.

Renault: Global passenger car brand leveraging our quality components for efficiency and durability in local operations.

Sonalika Tractors: Key agricultural machinery brand relying on our driveline and structural parts for its robust tractor field performance.

Carraro Products: Global agritech and off-highway equipment maker, sourcing custom

Magna Powertrain: International leader in automotive systems, partnering us for powertrain and drivetrain components.

transmission assemblies for rugged applications.

Tata Motors: One of India’s largest automotive manufacturers, relying on our driveline and transmission components across its commercial and passenger vehicle platforms.

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Corporate Overview Statutory Reports Financial Statements

Where we sell our products

United States

Russia China India

Mexico

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Corporate Overview Statutory Reports Financial Statements

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Milestone s
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2025
The Company
commissioned a robotic
chassis welding line and
the Company launched EV
scooter Kinetic DX through
its subsidiary Kinetic Watts
& Volts.
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2022 Kinetic Watts & Volts was formed in September as a subsidiary of Kinetic Engineering with a vision to provide integrated solutions for EV customers.

1972 The Company began operations with the launch of the Kinetic Luna moped, which achieved significant domestic sales and exports.

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2017
The Company turned
around its operations and
became a profitable auto
component major.
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1984 The Company formed a joint venture with Honda Motor, introducing Kinetic Honda scooters with electric start and gearless transmissions.

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1975
The Company was
converted to a public
limited company.
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1998
Kinetic acquired Honda’s
stake in the joint venture,
rebranding itself as
Kinetic Motors.
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2011 The Company initiated a focused approach towards business development with passenger, commercial and off –highway automotive enterprises. It set up a world class line to make transmissions for Nano.

2008 The Company entered into a joint venture with SYM, a Taiwanese motorcycle company, to bring new products to the Indian market.

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2009
The Company shifted its
focus towards becoming
a 100% auto component
company.
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2013 The Company backward integrated into forgings to have a strong focus on costs. It made a strategic decision to focus on exports.

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Revenues
( H in Lakh)
FY 23 FY 24 FY 25
15,221 15,454
13,751
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PAT margin EBITDA (%) ( H in Lakh)

EBITDA margin (%)

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FY 23 FY 24 FY 25 FY 23 FY 24 FY 25 FY 23 FY 24 FY 25
4.0 1,782 11.6 11.5
1,706 11.2
1,595
3.4
2.2
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Net profit Return on equity (ROE) Return on capital employed
( H in Lakh) (%) (%)
FY 23 FY 24 FY 25 FY 23 FY 24 FY 25 FY 23 FY 24 FY 25
623 14.84 7.10
6.0
515
11.07
4.89
309
6.86
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Debt-to-equity ratio Interest cover ratio Earnings per share
(x) (x) ( H )
FY 23 FY 24 FY 25 FY 23 FY 24 FY 25 FY 23 FY 24 FY 25
1.73 3.64 2.89
3.13
2.35
2.50
1.54
0.37
0.19
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C H A I R M A N ’ S O V E R V I E W

Overview

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Fifty years is more than a milestone; it is a testament to resilience, reinvention, and relevance.

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From the days when the Kinetic Luna became a household name in India, to the era when the Kinetic Honda redefined urban mobility with its gearless convenience, Kinetic Engineering has been at the forefront of shaping how India moves.

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These achievements were born of the vision of our founder, the Late H.K. Firodia, whose foresight and entrepreneurial courage created products that not only transformed lifestyles but also inspired confidence in Indian engineering. His legacy of innovation in motion continues to guide us today.

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From vehicles to components: Reinvention with purpose

Over the decades, the Indian automobile industry has undergone a seismic change new technologies, shifting consumer preferences, changing policy landscapes, and the ebb and flow of global economic currents. Through it all, Kinetic Engineering has demonstrated one unshakeable attribute: the ability to adapt with purpose.

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Padmashri Dr. Arun Hastimal Firodia
Chairman
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We evolved from being a celebrated vehicle manufacturer into a trusted leader in the manufacture of auto components. This strategic reinvention allowed us to remain an integral part of the mobility ecosystem, supplying transmissions, axles, chassis, and other critical systems to a wide spectrum of automotive OEMs. In doing so, we retained the engineering DNA that powered our vehicles, while ensuring that the business was positioned to thrive in a rapidly changing market.

Pioneers in electric mobility components

A transformative wave is now sweeping across the automotive industry the global shift to electric mobility. And, true to our heritage of being ahead of the curve, Kinetic Engineering has embraced this change not as a distant goal, but as a present-day opportunity.

We are among the early movers in EV components in India, manufacturing transmissions, axles, and chassis for electric two-wheelers and three-wheelers. This early adoption has given us a front-row seat to the evolution of India’s EV sector, and more importantly, a deep understanding of the technology, performance requirements, and supply chain needs of electric mobility.

Our strategic focus now extends further: we are building capabilities in electric motors, controllers, and battery packs the heart of any EV within the broader kinetic group. This forward integration is designed to support India’s goal of becoming selfreliant in clean mobility technology, reducing our import dependence, and enabling the cost-effective scaling of EV adoption.

Forward integration: From components to vehicles

Aatmanirbhar Bharat: By developing

critical EV systems in-house from transmissions to battery packs we will reduce our import dependence and strengthen India’s technological sovereignty.

While components remain a core strength, we believe the next chapter of the Kinetic story will also be written on the vehicle side. We are taking decisive steps to extend our expertise from manufacturing critical EV components to assembling and delivering complete electric vehicles.

Net Zero 2070: Every EV component and vehicle we produce contributes to lowering emissions, supporting India’s pledge towards a net zero future.

This is not merely a diversification it is a logical extension of our capabilities, made possible by decades of experience in vehicle engineering and manufacturing systems. By leveraging our own supply of key EV components, we are empowered gain a greater control over quality, cost, and innovation cycles, allowing us to deliver products that stand out in the market.

This alignment reinforces the longterm relevance of our strategy, ensuring that our growth is embedded in the country’s larger economic and environmental goals.

Why electric mobility is the future

Electric mobility is not simply a cleaner alternative to petrol and diesel it is a paradigm shift in the way the world moves.

We believe this is the right move at the right time. Electric mobility is no longer a fringe trend; it is the clear trajectory of the global automobile industry. And in India, the two-wheeler segment is the critical entry point for personal mobility accessible, affordable, and adaptable to urban and semi-urban needs. With EV adoption accelerating in this segment, we see a compelling opportunity to deliver products that combine engineering excellence with everyday practicality.

Globally, governments are pushing for EV adoption through incentives, emission regulations, and infrastructure investment. Consumers are becoming increasingly aware of the environmental impact of their transport choices. And advances in battery technology are making EVs more practical, affordable, and reliable than ever before.

In India, the potential is immense:

� Over 80% of vehicles sold annually are two-wheelers, making them the natural starting point for large-scale EV adoption.

Aligned with national priorities

Our vision for growth is not just aligned with business logic it is deeply in sync with India’s national priorities.

� Rapid urbanisation and rising fuel costs make electric commuting increasingly attractive.

Make in India: We are committed to designing and manufacturing our EV components and vehicles within India, creating value and employment domestically.

� Government schemes like FAME-II are providing targeted incentives to make EVs more affordable.

In this context, Kinetic Engineering’s positioning as a component supplier and a vehicle manufacturer in the EV space gives us a unique advantage. We are not entering the EV revolution as outsiders — we are shaping it from within.

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� Build long-term partnerships with leading EV OEMs.

� Charging infrastructure is expanding quickly, with private and public investments creating a more supportive ecosystem for EV ownership.

from the Kinetic Luna to the EV transmission assemblies, powering the next generation of mobility, has been possible because of your trust in our mission.

Vehicle development

� Design and manufacture electric two-wheelers and three-wheelers tailored to Indian roads, climates, and consumer needs.

In this context, Kinetic Engineering’s positioning as a component supplier and a vehicle manufacturer in the EV space gives us a unique advantage. We are not entering the EV revolution as outsiders we are shaping it from within.

Today, we stand at the threshold of a new era. The mobility solutions we engineer now will define how India moves in the decades to come. We approach this responsibility with humility, determination, and the same spirit of innovation that has been our hallmark for over half a century.

� Use our vertically integrated capabilities to deliver competitive cost, durability, and performance.

Sustainability in operations

Strong legacy under the Firodia family

� Reduce carbon footprint in manufacturing through renewable energy adoption, material efficiency, and waste minimisation.

As we look ahead, one truth remains constant: Kinetic Engineering has always been about more than machines it is about moving people, industries, and ideas forward.

The Firodia family’s contributions to India’s automotive industry are woven into the nation’s mobility history. The same values of innovation, integrity, and excellence that brought the Kinetic Luna and Kinetic Honda into millions of homes continue to guide our EV ambitions today.

� Implement circular economy practices in component manufacturing and vehicle end-of-life management.

The next chapter of our story will be written in electric blue. And it will be every bit as iconic as the ones that came before.

Innovation and collaboration

� Invest in R&D for advanced EV technologies.

The next 50 years for Kinetic Engineering will be shaped by four strategic priorities:

Padmashri Dr. Arun Hastimal Firodia Chairman

� Collaborate with technology partners, startups, and research institutes to stay ahead of the curve.

Scaling EV component leadership

� Deepen our presence in transmissions, axles, chassis, motors, controllers, and battery packs.

Message to stakeholders

To our shareholders, customers, partners, and employees our journey

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M A N A G I N G D I R E C T O R ’ S O V E R V I E W

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A review of the Company’s business and outlook

Overview

The principal message is that there are two underlying trends in the global automotive sector – the realignment of component supply chains and the rise of electric vehicles – and I am pleased that Kinetic Engineering enjoys a growing foothold in both. This ensures that we remain future-focused and committed to returning our company to its erstwhile pre-eminence.

During the last financial year, your company reported 1.53% growth in revenues, which was corresponded by a 4.48% increase in EBITDA and a 20.97% rise in profit after tax. This performance validated the growing competence of the Company in deepening its capabilities as a dependable and single-point components supply chain partner to a range of sectors, customers, and geographies.

Ajinkya Firodia Vice Chairman and Managing Director

benefit of back-end components manufacture, ensuring that our supply chain is captive and that we can capture a disproportionate value for our company by sourcing difficult-toreplicate products from within.

across a decade. We prepared for this reality through a multi-year discipline.

I am pleased to communicate that your company integrated this deep competence with a decisive step forward to extend into vehicle manufacture, which was a post balance-sheet development and should begin to generate financial upsides from the current year onwards.

Over the last decade, Kinetic Engineering quietly, but resolutely, pursued the patient craft of building a stronger component business. We understood that true industry leadership would not be created overnight; it would be engineered through a systematic and painstaking investment in processes, world-class certifications, and quality discipline.

I am pleased to communicate that by completing the loop through the launch of a vehicle we now possess a robust business model that validates our positioning that ‘A Legend is Reborn!’

For a number of observers, these represent two different businesses. At Kinetic Engineering, we see these businesses as synergic and contributing distinctive value to each other. Our components business has matured to a point where we can customise products aligned with complex downstream applications; our vehicle business will enjoy the

We committed ourselves to customisation as a strategic differentiator—offering tailored solutions to marquee customers, embedding ourselves deeply into their supply chains. We invested in strengthening relationships with

Sustained commitment

It would be necessary to explain the background to our statement ‘A Legend is Reborn!’

This rebirth was not achieved in one quarter or one year; it was achieved

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OEMs and Tier-1s (Renault, Nissan, Mahindra, Ford and Ashok Leyland, among others), not merely as a vendor, but as a long-term partner capable of co-creating solutions. This trust, painstakingly nurtured, translated into repeat business and a higher value addition.

Our success is a testament to the unwavering love and trust customers have placed in our brand. It is this passion, fueled by our constant focus on innovation, that has built a legacy that lives in the hearts of our customers. The recent ET award is a great honour, but more importantly, it is a validation of this connection we share. With DX, our goal is not just to launch a new product, but to honor this heritage and carry forward the same passion and dedication that has defined our journey for generations.

Exports emerged as another dimension of our growth journey. By aligning our practices with global standards and certifications, we accessed new geographies and competed with the best in the world. Alongside, we moved upstream into the value chain, integrating the forgings stage to capture greater control over quality, delivery, and cost competitiveness.

These deliberate choices created a platform of resilience and readiness. Today, Kinetic Engineering stands as a company that has invested in the long game—emerging stronger, more relevant, and better positioned to ride the next wave of growth.

I will talk about the automatic nylon spray coating plant for drive line products, the first of its kind in India. This plant represents a rise in our value chain, takes us one step closer to our customers and bring international projects to India. Our robotic welding approach for our scooter chassis is intended to enhance productivity, cost-efficiency and operational precision.

The result is that today we are as competitive as China across a number of processes and functions; we have created an eco-system of excellence that makes us ready to address the large volume markets the world over through cost-effectiveness and quality benchmarking. An

important part of our eco-system comprises our 50-acre manufacturing infrastructure comprising 20 sheds. This launchpad empowers us to grow our manufacturing capacities a few times over without needing to relocate to a new location.

I am pleased to communicate that the Company now possesses the capacity to address the component needs of the following segments of the automotive sector – two-wheelers, three-wheelers, passenger cars, SUVs, speed vehicles and tractors. The result is that among our customers we are respected as a single point service cum one-stop solution provider. This is evident in our numbers: customers of three years or more accounted for 90% of our revenues in FY 2024-25; exports accounted for 31% of our revenues during the last financial year; no product category accounted for more than 51% of our revenues.

While the Company will continue to build on this space by seeking to address a larger share of the customer’s wallet, the time has come for the Company to build on this robust foundation and climb into another orbit.

Entering the EV space

The next orbit at our company comprises vehicle design and assembly.

The big message is that this is not merely a re-entry into a large and growing segment of the automotive sector; it represents an affirmation of our seriousness to return our company to pre-eminence within the country’s two-wheeler segment.

Principally one needs to explain the rationale for our entry into this space.

India’s electric two-wheeler (E2W) segment is not only gaining traction— it is on a meteoric growth path. The market forecasts paint a golden picture: the E2W fleet is predicted to grow at a staggering 45% CAGR from 2025 to 2030, reaching approximately 636,000 units by 2030. From a revenue standpoint, the segment’s valuation is poised to swell from US$ 1.5 Billion in 2024 to US$ 18 Billion by 2030, reflecting a 48% CAGR. Broader estimates echo similar enthusiasm, projecting a 66.4% CAGR for the

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opportunity—poised to redefine mobility and capture outsized growth.

electric scooters and motorcycles market—climbing from US$ 681 Million in 2024 to US$ 14.5 Billion by 2030.

rendering EVs increasingly competitive versus internal-combustion models.

Importantly, public sentiment is moving positively. Early adopters— especially delivery fleets and urban commuters—are recognising the benefits of cost savings, low noise, and environmental goodwill, expanding demand across Tier-II and Tier-III centers. It is estimated that for normal users, an EV scooter recovers the pricing premium in about three years; for high mileage users, the payback is within 18 months. Following payback, the EV scooter delivers net savings each year when compared with a conventional alternative.

The Legend Reborn: Kinetic DX EV

Today, EV penetration in India’s twowheeler market remains modest— creeping from ~5.6% in early 2025 to 7.6% by July 2025 - a sign of nascent adoption and upside potential, especially given the nation’s 2030 target of up to 80% penetration.

At Kinetic Engineering, we did not merely launch just another vehicle to mark our entry into this take-off space; we selected to launch a world-class vehicle – a convergence of electronics and electricals – to disrupt the sector. I must emphasise this point: our focus is to not merely carve away a share of the market; our objective is to wow the customer and grow the market for EV two-wheelers first and the account for a disproportionate share of it thereafter. The result is that we see our opportunity at two levels: to address the organic growth of the two-wheeler market in India on the one hand and address the shift

The government plays a pivotal role in fuelling this narrative. FAME-II subsidies, reduced GSTs, and Statelevel incentives (like Uttar Pradesh’s EV policy offering purchase rebates and tax waivers) are reinforcing affordability and catalysing adoption.

In sum, a powerful convergence of explosive CAGR, policy tailwinds, improving economics, and favorable consumer mindset position India’s electric two-wheeler market as an unprecedented long-term investment

Affordability dynamics are shifting favorably too—with falling battery costs, robust financing options, and lower total cost of ownership

Our Group structures Kinetic Engineering Ltd (KEL) (parent company): Core manufacturing arm producing transmission, driveline and EV parts.

Kinetic Communications Ltd (KCL): EV powertrain specialist (0.3% equity) manufactures brushless direct current hub motors, motor controllers and EV battery chargers.

Micro Age Instruments Pvt. Ltd. (MAIPL): Battery division (Range-X brand) - Associate company with promoters holding 23.6% equity.

Kinetic Watts & Volts Ltd. (KWVL): EV mobility solutions arm. Subsidiary company (76.90% equity) that designs, develops, and manufactures electric scooters and integrates mechanical components from KEL, electrical systems from KCL, and batteries from MAIPL. The subsidiary operates an 87,000 sq. ft. facility designed for scalable EV production, backed by over H 72 Crore in investments with additional capital infusion planned.

from conventional two-wheelers to EV variants.

In FY 2024-25, Kinetic Engineering took a bold step into the future with the relaunch of its iconic DX, now reborn in an all-electric avatar. Through our subsidiary company, Kinetic Watts and Volts, for millions who grew up with the original DX, this relaunch is more than nostalgia - it is a defining statement of how legacy can power the future. We re-emphasized that the Kinetic brand resides firmly in the hearts of people and have commissioned this mega project for upholding the rich legacy and value the brand carries. Kinetic engineering limited has given the license to kinetic watts and volts to use the brand for B2C products such as the Kinetic DX. The logo will be a version of all the Kinetic Logos used in the past.

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enabled navigation, music, and a one-touch CRM connect via the Kinetic Assist switch underline how mobility is now also about connectivity.

The Kinetic DX EV has been imagined as a scooter that can relive the mega success of its predecessor, be relevant in today’s times and innovate to lead the market. It blends the trusted robustness of its metal body and spacious floorboard with the ingenuity of next-generation technology. Designed in collaboration with Italian studios, it preserves the scooter’s timeless silhouette while infusing a futuristic soul. Its class-leading 37-litre under-seat storage, advanced LFP battery (2.6 kWh) with 2,500–3,500+ life cycles (3 to 4x time than market) that ensures that it will last more than 15 years, and an impressive IDC range of 116 km redefine practicality and reliability in India’s demanding twowheeler market.

Kinetic’s confidence in the DX is matched by strong promoter commitment, with H 177 Crore by way of convertable warrents which will thereby be converted in equity shares. Production capacity has been anchored through its modern 87,000 sq. ft. facility, ensuring that the brand is ready for rapid scale-up in a fastmaturing EV landscape.

The DX launch is more than a product introduction – it is a symbol of how heritage can drive transformation. With bookings capped at 35,000 units for the first phase, consumer enthusiasm is palpable. At accessible price points of H 1.11 Lakh for the DX and H 1.17 Lakh for the DX+, the offering is set to democratise EV adoption, bridging affordability with aspiration.

Performance matches promise. The peppy motor powers speeds of up to 90 km/hr, supported by three distinct ride modes—Range, Power, and Turbo. Comfort and safety are addressed with telescopic front forks, adjustable rear suspension, and a superior braking package. Together, these features place the DX EV a league ahead of its conventional rivals.

For Kinetic, this is not just about re-entering the two-wheeler market – it is about shaping the future of Indian mobility. The DX is ‘Back to the Future’– an icon reborn, ready to lead the charge into a sustainable, connected, and truly Indian era of transportation.

But it is in its digital ‘intelligence’ where the DX sets new benchmarks. The Telekinetic app transforms the scooter into a smart companion— offering geo-fencing, ride stats, intruder alerts, and even birthday greetings through My Kiney Companion Voice Alerts. Bluetooth-

Building beyond the launch

The re-entry of the Kinetic DX EV is only the beginning of a larger journey. A product of such pedigree

India’s moment for homegrown two-wheelers

This shift is more than statistical— it reflects the nation’s growing self-reliance, reinforced by policy, consumer preference, and industry innovation. Riders today want vehicles that are not only costefficient and reliable but also Made in India — designed for local roads, climates, and sensibilities. The void left by retreating imports is rapidly being filled by Indian players who combine heritage with technological agility.

The Indian two-wheeler industry is entering a decisive new chapter. For years, the sector leaned heavily on imports—particularly from China— for technology, components, and even entire vehicles. Not long ago, China accounted for nearly 100% of the electric two-wheeler imports into India. Today, that dependence has virtually disappeared. The decline in Chinese imports has created a structural opening for Indian-origin technologies and manufacturers to lead the mobility transformation.

Kinetic, with its legacy of iconic models and its next-generation DX EV platform, stands at the forefront

and promise must be matched by an equally robust ecosystem to translate its engineering excellence into marketplace leadership.

Kinetic’s priority will be to build a strong dealer network – partners who do not just sell scooters but embody the Company’s renewed vision of trust and innovation. Each dealer will become an ambassador of the DX legacy, ensuring accessibility and last-mile reach across India’s mobility hubs. Equally critical will be aftersales service excellence. The electric two-wheeler market will reward brands that offer not just cutting-edge vehicles but also an enduring peace of mind. By investing in rapid-response service centres, technician training, and predictive maintenance tools, Kinetic will reinforce its reputation for reliability.

The third pillar will be promotion with purpose—campaigns that rekindle nostalgia while inspiring a new generation of riders. From digital storytelling to on-ground activations, the message will be clear: the DX is an icon and a game-changer.

Through this blend of distribution strength, service assurance, and marketing agility, Kinetic will transform a first-rate vehicle into a sustainable marketplace success—an emblem of India’s electric mobility future.

of this opportunity. The Company’s commitment to indigenous design, robust manufacturing, and advanced battery partnerships positions it to capture consumer trust at scale.

By marrying nostalgia with nextgen engineering, Kinetic is poised to capitalise on this opportunity— transforming the vacuum left by imports into a marketplace of Indian innovation, resilience, and pride. The DX is not just an electric scooter; it is a symbol of India’s ability to create, compete, and lead in its own right.

Leveraging Group synergies

Closing note

manufacturing vehicles but creating

a future-ready EV ecosystem— positioning Kinetic to capture emerging opportunities with competence and confidence.

Kinetic Engineering Ltd. (KEL) stands at the centre of a robust and synergistic group structure that enhances competitiveness across the EV value chain. As the parent company, KEL anchors manufacturing excellence in transmissions, drivelines, and EV parts, while strategically aligning with specialist entities within the Group to create a seamless ecosystem.

As Kinetic Engineering celebrates over five decades of engineering excellence, this legacy now finds expression across two synergistic businesses—components and vehicles. The components arm reflects decades of precision, reliability, and global trust, while the vehicle business captures the imagination of a new India through innovation and electric mobility.

Over the past decade, we have built a robust and resilient auto component business - one that has fostered strong customer relationships, developed rigorous quality systems, and cultivated a distinctive organisational culture. This business is now poised for significant growth and is firmly anchored within Kinetic Engineering Limited (KEL).

Kinetic Communications Ltd. (KCL) strengthens the chain with powertrain expertise in hub motors, controllers, and chargers. Micro Age Instruments Pvt. Ltd. (MAIPL), through its Range-X brand, provides a reliable battery backbone, while Kinetic Watts & Volts Ltd. (KWVL) integrates these capabilities into complete EV mobility solutions through its state-of-the-art 87,000 sq. ft. facility.

Together, they form a self-reinforcing ecosystem that integrates heritage with future-ready ambition. This dual focus strengthens governance, anchors supply chains, and amplifies value creation. For stakeholders, it signals a new chapter of resilience, growth, and sustained wealth creation—built on a foundation of proven excellence.

As we continue to pursue new opportunities be it in business development, advanced technologies, or strategic partnerships - our subsidiary is simultaneously driving innovation in the electric vehicle (EV) space. I see a bright and expanding future for the auto components sector, and we are committed to leveraging our strengths across both B2B and B2C initiatives to maximise impact and value.

Ajinkya Firodia

This integrated framework deepens governance discipline, enhances supply chain reliability, and drives accountability across entities. Together, the Group is not merely

Vice Chairman and Managing Director

Kinetic Engineering owns 76.90% of Kinetic Watts & Volts Limited.

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Kinetic Watts & Volts Ltd. (KWVL) is the electric mobility arm of the Kinetic Group, dedicated to advancing India’s transition to clean transportation. Focused on design, innovation, and sustainable technologies, KWVL is building a future-ready portfolio of electric two- and threewheelers, along with supporting EV infrastructure.

Kinetic Engineering Limited (KEL) is a pioneer in India’s automotive industry with a legacy of over four decades. It is engaged in the design, development, and manufacturing of precisionengineered auto components such as gears, shafts, and engine and transmission assemblies.

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Launch that marks a new era

This is when we relaunched our first vehicle, a moment that blends the nostalgia of the legendary DX with the innovation of next-generation electric mobility.

The launch was national in scope, supported by more than 400 pan-India media coverages — a testament to the strength of the Kinetic brand and the market’s anticipation for a product that redefines expectations.

In a post-Balance Sheet milestone, Kinetic Engineering Limited (KEL) scripted a bold new chapter with the national launch of the Kinetic DX electric scooter on 28[th] July 2025, under the Kinetic Watts & Volts subsidiary.

Multi-segment EV strategy

It features the Lithium Iron Phosphate battery technology, offering up to four times the battery life compared to conventional chemistries, and incorporates segment-first features including:

Our facilities are equipped for inhouse production and automation in key areas, including:

The Kinetic DX is more than a single product; it represents the cornerstone of a multi-segment EV product strategy covering the following segments: Super premium, Premium, Executive and Mass.

� E-Luna chassis and fabricated parts

� Motors, controllers, and battery packs — critical EV components developed and owned in-house, ensuring higher value-addition, greater supply chain efficiency, and stronger margins.

� K-Coast regenerative braking for enhanced range and efficiency.

This comprehensive approach ensures that we address diverse consumer needs - from urban professionals seeking advanced design and technology to mass-market buyers prioritising value and reliability.

� Telekinetic App for connected intelligence.

� My Kiney Companion voice alerts for intuitive interaction.

� Transmission systems such as transmissions, planet gears, and sun shafts.

These innovations deliver real-world performance, superior safety, and a richer ownership experience, setting a new benchmark in India’s two-wheeler segment.

The DX represents the premium segment, paving the way for a full range of models that will strengthen our market presence across this decade.

� Captive driveline components including spline yokes and stub shafts.

� EV-specific assemblies such as rigid axles, trans-axles, and chassis assemblies.

Cost-efficiency and vertical integration

The DX: Heritage reinvented

By manufacturing these critical systems internally, we will moderate production costs, improve component interoperability, and ensure quicker innovation cycles.

The DX is not just a name from the past — it is a legend reborn. Designed in collaboration with Italian designers, the all-electric DX blends contemporary styling with Kinetic’s DNA of durability and performance.

The DX benefits from Kinetic’s vertically integrated manufacturing ecosystem — a strategic advantage that delivers cost efficiency, operational excellence, and quality assurance.

Building the EV ecosystem

projected two-wheeler sales – a large scalable opportunity.

our adherence to global automotive quality benchmarks. This is more than a certification — it is a statement of our intent to compete and win in the domestic and global markets.

We recognise that product excellence alone does not guarantee and leadership in electric mobility. The charging infrastructure and service ecosystem will be equally critical. That is why KEL is forging strategic alliances to establish a comprehensive battery charging ecosystem, ensuring that DX owners — and future Kinetic EV customers — enjoy seamless, accessible charging solutions.

By 2027, Kinetic plans to expand into global markets, targeting regions where electric two-wheelers can address last-mile delivery, personal commuting, and commercial fleet needs. Our roadmap includes delivery-focused models designed for international urban logistics markets, tapping into the fast-growing demand for efficient, low-maintenance electric mobility solutions.

The DX launch adopted a premium positioning strategy, with limited initial bookings to ensure that every customer received exceptional aftersales service and support. Our focus on reliability, real-world performance, and service excellence is designed to create loyal advocates who will drive word-of-mouth adoption as we scale.

Our commitment to manufacturing excellence has been validated with IATF 16949 certification, reinforcing

Diversifying into new segments

Building our sales footprint

In parallel with our EV growth plans, we are entering the tractor segment — a strategic diversification that leverages our manufacturing expertise and aligns with the rural economy’s mechanisation trends. This move opens a new growth vector while complementing our mobility business with a foothold in the agri-machinery sector.

Our long-term target is annual sales of 250,000 units within five years, supported by a 400+ dealer and service network. This expansion will be executed with discipline, ensuring that quality and customer satisfaction remain our hallmarks. Even at our peak sales in five years, we expect to account for only one percent of India’s

The DX represents the premium segment, paving the way for a full range of models that will strengthen our market presence across this decade.

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First, it boasts Long Lasting LFP Batteries, branded as ‘RANGE-X,’ which promise enhanced safety, durability, and performance.

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Second, the scooter offers Biggest-in-Class Storage with a spacious 37-liter compartment and a deep pocket, easily accommodating a helmet and more.

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Third, it features Telekinetics, a suite of advanced electronic capabilities showcased on a smart dashboard, enhancing the riding experience with real-time metrics and connectivity.

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Fourth, is Easy Charge, a hassle-free charging system that lets users simply pull, plug, and forget making battery management effortless.

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Sixth, Easy Key offers Truly Keyless Technology, allowing riders to start and access the scooter without a physical key.

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Fifth, Easy Flip introduces an auto-opening footrest for added convenience and comfort.

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The EV market: An expanding opportunity

positioning itself to achieve leadership while the market remains relatively fragmented.

a robust and adaptive business model. The following key attributes underscore our competitive position and inform our forward-looking strategy.

India’s EV two-wheeler market is set to grow from its current 6–7% penetration to 20–25% by FY 2030. This growth is being fuelled by:

Expansive network: Plans to establish more than 400 customer touchpoints reflect a commitment to widespread service accessibility and long-term brand support.

Heritage and trust: The Company draws upon a longstanding legacy of iconic products, cultivating a reputation for reliability and quality over multiple decades.

  • Rising fuel costs and urban

  • congestion.

Sustainability at the core

� Government incentives under FAMEII and state subsidies.

While electric mobility inherently reduces emissions, our commitment to sustainability extends further through several deliberate initiatives. We are integrating solar power into our manufacturing processes, reducing our reliance on conventional energy sources. Advanced automation is being deployed to minimise waste and enhance production efficiency. We will prioritise the use of recyclable materials in components and packaging to reduce environmental impact. Furthermore, we are actively pursuing battery recycling partnerships to cultivate a circular value chain for our electric vehicles.

Integrated: By maintaining direct oversight of critical EV components, the business safeguards supply continuity and optimises manufacturing efficiency.

� Advances in battery technology reducing cost and charging time.

  • Rapid build-out of charging

  • infrastructure.

Proprietary technology: Core technologies—such as electric motors, controllers, and battery modules—are developed and controlled internally, ensuring innovation and competitive differentiation.

The DX is uniquely positioned to capture a disproportionate share of this expanding market, offering a balance of advanced technology, realworld usability, and robust quality.

Quality: The organisation upholds robust quality assurance through the IATF 16949 certification and a commitment to the durability and safety of metal-body constructions.

Why we believe we will win

In a rapidly evolving marketplace, our organisation’s enduring strengths provide the foundation for sustained growth and competitive leadership. Leveraging decades of experience, industry expertise, and strategic foresight, we continue to build

Market entry: The Company is executing its expansion at a pivotal phase of accelerating EV adoption,

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Roadmap to FY 2030 � We are aiming to achieve a strategically expanding our vehicle
Looking ahead to fiscal 2030, consolidated revenue growth of 8–10x. manufacturing business.
we have established ambitious These milestones reflect our long-
objectives to guide our growth and � Our goal is to capture 8% of the term vision to create sustainable
industry leadership. Our targets EV two-wheeler market share. value for stakeholders, foster
include: � Establishing a presence in key innovation across all aspects of
� Achieving H 1,000 Crore in revenue. international markets to amplify our operations, and reinforce our
commitment to environmental
� We are poised to significantly our global footprint. stewardship.
enhance our revenue by expanding � Maintaining our leadership in
export orders. electric vehicle components while
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A future written in electric blue

Engineering plays a central role in India’s electric mobility revolution.

tomorrow. For our customers, partners, investors, and the communities we serve, the DX is proof that Kinetic is back in the driver’s seat — and this time, the ride is electric.

The Kinetic DX marks the start of a new era — an era where heritage meets innovation, and where Kinetic

Our journey is not just about building vehicles; it is about building confidence, trust, and a cleaner

“The Telekinetic app, My

Kiney Companion voice alerts completely change how I look at scooters. I will be able to track rides, get geo-fencing alerts, and even enjoy music while commuting. It feels like my Kinetic two-wheeler will become a smart partner, not just a vehicle. This is the kind of digital integration I expect in today’s world.”

“I grew up seeing my father ride the Kinetic DX, so this electric version feels like a piece of family history reborn. I love that the scooter keeps its classic silhouette but adds smart features like regenerative braking and a connected app. It is heritage with a modern twist—I will feel like I am riding into the future without losing touch with the past.”

“When I calculated fuel savings, low maintenance, and the fact that the battery will last more than 15 years, it was a no-brainer. I will recover my costs in a couple of years and enjoy real savings after that. This will not just be about owning a scooter— it will be about owning a peace of mind.”

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“What impressed me most is the 90 km/ hr speed and three ride modes—Range, Power, and Turbo. I will not have to compromise on thrill just because I am riding electric. It will feel peppy, responsive, and solid with that metal body. Finally, an EV scooter that does not feel flimsy or underpowered.”

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“I wanted my first vehicle to reflect my values. The DX EV is designed and built in India, reduces emissions, and even comes with a promise of battery recycling. For me, it is not just a scooter, it is a statement that I am doing my bit for the planet while riding something stylish and reliable.”

“What excites me is that this scooter is made for Indian conditions. The metal body is strong, the suspension feels solid on our roads, and I do not need to worry about frequent breakdowns. Plus, the under-seat storage is huge— perfect for carrying groceries or even a helmet for my wife. It feels like Kinetic really understands how we use our vehicles.”

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1
Business segment
Transmission
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Market size

Business drivers

The global automotive transmission market was valued at US$ 190.41 Billion in 2024 and is estimated to expand from US$ 207.30 Billion in 2025 to US$ 421.65 Billion by 2032, reflecting a robust CAGR of 10.7% from 2025 to 2032.

� Rapid electrification is driving the demand for lightweight and efficient e-transmissions tailored for electric vehicles.

� Strong market preference for automatic transmission, alongside the growing adoption of continuously variable transmission, dual clutch technologies and automated manual transmission technologies to meet fuel efficiency and performance expectations.

� Expansion into single-speed transmissions for EVs and multi-speed variants for high-performance vehicles.

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2
Business segment
Drivetrain
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Market size

Business drivers

The global automotive drivetrain market was valued at US$ 252.16 Billion in 2024 and is estimated to grow from US$ 273.61 Billion in 2025 to US$ 430.37 Billion by 2032, at a CAGR of 6.7% from 2025 to 2032. Asia-Pacific led the market share with a 38.23% in 2024, while the U.S. market is estimated to reach US$ 59.66 Billion by 2032.

� Strong emission regulations and government incentives are driving automakers to expand EV production, boosting demand for advanced electric drivetrain systems.

� Rising consumer preference for improved traction and stability is driving the adoption of AWD and 4WD drivetrain configurations.

� Asia-Pacific is leading market growth, supported by a strong manufacturing base, robust supply chains and favorable government policies.

(Source: Fortune Business Insights)

Kinetic's role

The Company delivered high-precision transmission components, including transmissions, gears and shafts, enabling efficient and reliable power transfer across diverse automotive applications.

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Sun shaft and shifter sleeves: The Company manufactures quality shafts and precision sleeves, ensuring smooth transmission and enhanced performance in automotive applications.

Planet gears and transmission assemblies expertise: With 50+ years of experience, the Company specialises in custom gears and constant mesh transmissions, delivering tailored, high-quality solutions for optimal performance and reliability

Broached parts (disk brake tow hub) and knuckle assembly: Kinetic Engineering utilises advanced broaching technology and expertise to deliver precision broached parts and knuckle assemblies, ensuring quality performance and compliance with automotive standards.

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Big numbers

51% Of revenue from transmission, FY 2024-25

49% Of revenue from transmission, FY 2023-24

Kinetic's role

The Company manufactures precision driveline components such as spline yokes and stub shafts, enabling reliable torque transmission and enhanced drivetrain efficiency for passenger vehicles, commercial vehicles and specialty automotive applications.

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Spline yoke: Spline yoke components are designed for exceptional durability and drivetrain efficiency, using advanced materials and manufacturing techniques. Ideal for passenger, commercial, and specialty vehicles, they ensure superior performance and reliability in all driving condition

Stub shaft: Skilled engineers ensure that each stub shaft is precision engineered to meet or exceed industry standards for accuracy and surface finish, delivering exceptional performance and durability for the automotive industry.

Big numbers

34%

Of revenue from driveline, FY 2024-25

37%

Of revenue from driveline, FY 2023-24

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3
Business segment
Electric vehicle
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Market size

Business drivers

The global electric vehicle market is experiencing growth, fueled by rising environmental awareness, the urgency to reduce greenhouse gas emissions and increasing consumer demand for sustainable mobility. In 2024, the Asia-Pacific region led with over 46.5% of the global share, supported by a robust manufacturing base and favourable policy frameworks. The market, valued at US$ 755 Billion in 2024, is estimated to expand to US$ 4,360 Billion by 2033, registering a CAGR of 21.5% from 2025 to 2033.

� Growing environmental concerns and the need to reduce greenhouse gas emissions are accelerating the shift toward zero-emission electric vehicles.

� Advancements in battery technology are extending EV range, improving performance and enhancing affordability thereby boosting consumer adoption.

� Supportive government policies, incentives and infrastructure development are creating a favorable environment for rapid EV market growth.

(Source: IMARC)

Kinetic's role

EV components such as rigid and trans axles, chassis structures and 2-wheeler transmission assemblies, support the transition to sustainable mobility and cater to the growing electric two and three-wheeler market.

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Big numbers

8% Of revenue from EV segment, FY 2024-25

Chassis and body 2-wheeler transmission parts: The electric assembly: Kinetic two-wheelers chassis Engineering pioneered features an innovative innovative 2-wheeler design and meticulous transmission assemblies, craftsmanship, delivering enhancing electric exceptional performance mobility with seamless and durability. performance.

Rigid axle: The Company specialises in highperformance rigid axles, engineered for exceptional durability and seamless power transmission, ensuring a reliable performance in commercial and passenger vehicles.

5%

Of revenue from EV segment, FY 2023-24

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Trans axle: Kinetic Engineering specialises in high performance trans-axles, designed for seamless power transmission and efficient integration across diverse vehicle applications, ensuring optimal performance and reliability.

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4
Business segment
Other automotive
components
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Market size

Business drivers

The global automotive industry was valued at US$ 4,359.98 Billion in 2024 and is estimated to grow to US$ 6,678.28 Billion by 2032, a projected CAGR of 5.66% from 2024 to 2032.

� Supportive policies, battery advancements and charging infrastructure growth are accelerating the shift to low-emission electric mobility.

� Integration of connected technologies, autonomous systems and ADAS features is transforming vehicle design, safety and user experience.

� Rising incomes and infrastructure development in emerging markets are driving strong demand for personal and commercial vehicles. (Source: Globe news wire)

Kinetic's role

Manufactured precision broached components and knuckle assemblies to stringent automotive standards, along with high-strength forged and machined parts such as axles, gears and chassis frames, serving internal combustion engine, hybrid and electric vehicle platforms.

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Big numbers

8%

Precision broached Knuckle assemblies: Forged and machined components: Engineered Designed for robust axles: High-strength axles for exacting tolerances load-bearing and steering forged for resilience and and superior surface functions, delivering precision-machined for finish, ensuring consistent durability and safety smooth power delivery performance across in both passenger and and long service life. diverse automotive commercial vehicles. applications.

Of revenue from other segments, FY 2024-25

9%

Of revenue from other segments, FY 2023-24

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Chassis frames: Built for structural integrity and crash safety, providing a strong and stable foundation for multiple vehicle platforms.

Gears: Manufactured to precise gear geometry for optimal efficiency, noise reduction, and longevity in transmission systems.

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B U S I N E S S D R I V E R S

Big numbers

50+ 32+ 460+ Acres Production sheds Robust machines

Overview

Manufacturing is the process of converting raw materials into finished products through planned operations using machinery, tools, and skilled labour. For Kinetic, it is about creating value through efficiency, quality, and innovation. The Company operates through its advanced Ahmednagar facility and the state-of-the-art Kinetic Watts & Volts (KWV) vehicle assembly unit. Both are strategically

Strengths

Integrated operations: Full-cycle manufacturing from raw material processing to final assembly, supported by KWV’s on-campus ecosystem and group synergies in motors, controllers, and batteries.

Industry-leading growth: Consistent outperformance in component manufacturing with growth of around 36% against an industry average of 10–15%, supported

Highlights, FY 2024-25

  • Commissioning of a 55m vehicle

  • assembly line at KWV.

� Successful pre-production trial runs (PP1 vehicles) for training and process validation.

Outlook

In FY 2025–26, Kinetic Engineering outlined a five-year roadmap to become a H 1,000 Crore company by building on two growth pillars - auto component manufacturing and vehicle

located near Mumbai and Pune, with

access to the Mumbai port, providing advantages for domestic and export markets.

The Ahilyanagr (Ahmednagar) facility, certified with IATF 16949, meets global quality standards and offers fully integrated in-house capabilities for transmissions, shafts, frame chassis, and precision-machined components supplied to leading OEMs such as

by process efficiency and strong customer relationships.

Fast-track development: Capability to design and deliver new components within 30–40 days compared to the 4–6-month industry cycle, giving customers a faster time-to-market.

Technology-driven processes:

Adoption of Japanese defectprevention systems, robotic welding, automated gauging, ERP, and scan-

  • Defect-free record with Renault and

  • Nissan in India and overseas.

� Robotic frame welding line for scooter frames supplied to the subsidiary.

� Expansion into EV transmission components for domestic and export markets.

manufacturing. The Company plans to expand capacity, adopt cuttingedge technologies, and diversify its product portfolio in the auto components segment, while also supplying components to its parent and subsidiary companies for two-

Mahindra & Mahindra, Ashok Leyland, Renault Nissan, Carraro India, and American Axle. KWV’s 50-acre manufacturing campus houses a 55m assembly line and a complete ecosystem for vehicle assembly including press shop, machine shop, robotic welding, paint shop, and battery pack assembly. Together, these facilities reinforce Kinetic’s leadership in both auto components and EV twowheelers.

based traceability for precision and transparency.

Legacy of trust: Over five decades of engineering expertise and a history of pioneering products, from the Luna to advanced EV components.

Skilled workforce: Operators recruited through NAPS/NATS, supported by biometric attendance systems, reskilling initiatives, and welfare measures that ensure high retention and productivity.

� Complete in-house gear manufacturing from forging to assembly.

  • ERP-enabled process control in

  • assembly operations.

� Real-time inventory visibility through scan-based material tracking.

wheeler production, particularly scooters. Supported by new projects and strategic partnerships, Kinetic Engineering aims to strengthen its presence in the domestic and export markets, with a focus on EV components.

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B U S I N E S S D R I V E R S

Big numbers

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6–7 1–2
Days, conversion from %, material yield in %, procurement costs
forging to finished goods forging [65] below the market average
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Overview

Kinetic Engineering’s supply chain is a critical enabler of its manufacturing and vehicle business, built on speed, efficiency, and adaptability. It connects vendors, manufacturing operations, and customers through an integrated framework that ensures quick turnaround from procurement to delivery. By deepening vendor

Strengths

Proven vendor management expertise: Leveraging over 50 years of automotive experience to negotiate favourable costs, credit terms, and supply chain planning with vendors.

Highlights, FY 2024-25

� Successfully identified and onboarded vendors for custom ‘to-print’ KWV scooter parts despite frequent engineering changes during product development.

Outlook

In FY 2025–26, the supply chain function will transition from supporting product development to full-scale scooter production. Focus areas include achieving a 3% cost reduction through improved yield,

partnerships and leveraging the

Group’s automotive experience, the Company secures quality inputs at competitive prices while mitigating risks arising from market volatility.

The supply chain division has played a vital role in the development of the KWV scooter, managing a complex network of ‘to-print’ custom components and aligning suppliers

Integrated manufacturing

ecosystem: Critical technologies sourced in-house from Group companies, ensuring control over quality, timelines, and costs.

Fast conversion cycles: Turnaround from forging to finished goods in ~7 days vs industry average of 15–20 days; exports reduced to ~4 days.

  • Ensured BOM (Bill of Materials) price

  • targets were achieved.

� Established technology partnerships and in-house manufacturing for critical components including battery, motor, and controller.

cycle-time optimisation, and stronger supplier negotiations. Inventory turnover is targeted at around 16 turns, with ERP-driven integrated planning to optimise procurement and reduce steel batch sizes. Enhanced logistics coordination, vendor

for batteries, motors, controllers,

and structural parts in partnership with Group companies. The adoption of best practices such as lean principles, just-in-time material management, ERP-led planning, and real-time tracking has enhanced efficiency, reduced costs, and enabled faster responsiveness to customer requirements.

Efficient yield management:

Achieving a 65% yield in forgings compared with industry norms of 60–62%.

ERP-enabled control: All

procurement, vendor development, and supply chain operations integrated into ERP for enhanced planning and financial discipline.

� Achieved faster conversion cycles, reducing the American export line turnaround from 6–7 days to 3–4 days.

� Improved forgings yield from ~60% to 65% through process refinements.

partnerships, and a greater reliance on in-house technologies will ensure a reliable, cost-competitive supply chain for domestic and export markets.

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B U S I N E S S D R I V E R S
Digital
transformation
Driving manufacturing excellence
through technological advancements
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Big numbers

~ 5 5 H Crore, invested in %, automation in technology upgrade operations

has made significant strides by acquiring critical technologies in motors, controllers, batteries, and battery management systems. These acquisitions have enabled compliance with FAME regulations while ensuring competitiveness in product development.

Overview

where quality and consistency are

paramount. Automation through robotic welding, auto gauging, and torque control has enhanced precision, improved reliability, and accelerated production ramp-ups. Investments in test rigs, inspection systems, and preventive error-proofing (POKA-YOKE) have strengthened process control, ensuring zero-defect manufacturing standards.

Technology plays a pivotal role in transforming Kinetic into a futureready, competitive, and scalable organisation. The Company’s vision is to build a profitable manufacturing ecosystem within the Group, supported by continuous engineering upgrades and strategic partnerships with global component manufacturers. In the EV sector, where products are entirely technology-driven, Kinetic

The Company has progressively transitioned from manual to automated processes in areas

Scalable capacity: Ramp-up of two-

Strengths

for two-wheeler frames, auto

wheeler frame production enhances agility to meet rising demand.

gauging units, and automated torque application reduces manual intervention, enhances precision, and boosts productivity.

Reliability and quality assurance: The Company upgraded torque control guns, automated inspection systems, and enhanced test rigs ensure consistent performance, zero-defect output, and long-term product sustainability.

Future-ready investments: The Company’s ongoing and planned projects (nylon spray coating application, automated spot welding, and additional ‘POKA-YOKE’ systems) will strengthen process reliability.

Data-driven operations: The Company computerised data capture from upgraded test rigs and automated inspection systems supports real-time quality control and process improvement.

Advanced automation: The Company adopted robotic welding

Highlights, FY 2024-25

� Developed and installed a robotic welding line for two-wheeler frames.

� Modernised test rigs for enhanced data capture and performance verification.

� Upgraded torque control guns across assembly lines for precise bolt torque application.

� Initiated ramp-up of frame production from 10 units/day to 200 units/day.

  • Introduced auto gauging systems to

  • reduce manual inspection errors.

induction hardening and automation projects. These initiatives are expected to generate an additional H 100 Crore in business during the year, supporting Kinetic’s long-term ambition of scaling into a H 1,000 Crore enterprise within five years.

Outlook welding line, implementing nylon spray coating applications, expanding In FY 2025–26, Kinetic will expand automated spot welding, and rolling automation across more functions, out more POKA-YOKE systems. The raising automation penetration to Company also plans to develop nearly 8% of operations. Key priorities additional components for new include commissioning the full robotic customers, supported by advanced

‘POKA-YOKE’ systems are error-proofing mechanisms used in manufacturing to prevent mistakes before they occur. They ensure that parts are correctly positioned, assembled, or processed by detecting irregularities and stopping operations until the issue is resolved, thereby improving quality and reducing defects.

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B U S I N E S S D R I V E R S

Big numbers

4–5 H Crore, annual investment in New aggregate transmission R&D, design, and development [4] types developed in FY 2024-25.

Overview

Kinetic Engineering’s research and development (R&D) division plays a pivotal role in driving the Company’s brand, competitiveness, and scale. R&D has enabled the revival of Kinetic’s legendary products

Strengths

Deep domain expertise: R&D leaders with over 250 years of combined experience across structural, electrical, electronics, embedded systems, testing, and homologation.

Integrated infrastructure: In-house facilities for design, prototyping,

Highlights, FY 2024-25

� Completed design and development of two EV scooter variants, DX and DX+, while initiating preparatory work for EX and ZX.

� Designed and developed an L5 category trans axle with precision gear grinding for superior performance.

Outlook

In FY 2025-26, R&D will focus on expanding into higher-capacity vehicle categories up to 1.5 Tonnes, while enhancing EV scooter variants with advanced technology features.

into class-leading EV solutions, retaining the original DNA while embedding advanced technology and modern features. Beyond vehicle development, the division focuses on advanced transmission systems and EV components, creating inhouse solutions such as rigid axles,

indoor and outdoor testing, vehicle endurance validation, and access to advanced PLM and design software.

EV-focused innovation: Dedicated emphasis on enhancing efficiency, NVH optimisation, and user-centric features to address evolving EV mobility needs.

� Created in-house rigid axles for 3-wheeler EVs with improved efficiency.

� Developed a single reduction transmission for 2-wheeler EVs.

� Achieved pioneering design features such as two-helmet storage despite large LFP battery integration,

Key priorities include application of nylon spray coating technology for driveline parts, continued refinement of EV transmission assemblies for superior efficiency and NVH, and expansion of testing and validation

trans axles, and transmissions for

two-wheeler and three-wheeler applications. With extensive expertise, robust infrastructure, and cuttingedge tools, the R&D function has evolved into the backbone of Kinetic’s transformation into a high-tech EV and auto-component leader.

Customer-oriented engineering:

Strong co-development approach with OEMs, ensuring alignment of performance with customer requirements.

Consistent innovation cycle: Regular delivery of aggregate-level and partlevel advancements across ICE, EV, and hybrid platforms.

retractable charging cable with onboard charger, and keyless operation with advanced safety features.

� Delivered multiple part-level innovations, including frame assemblies, gears, and shafts for OEM customers.

infrastructure. These initiatives aim to establish Kinetic as a high-tech leader in both EV mobility solutions and auto component manufacturing, while supporting India’s transition to sustainable mobility.

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B U S I N E S S D R I V E R S

Big numbers

75–100 H Crore, expected new order Acres, land area of the value in pipeline for FY 2025-26 [[70]]

Acres, land area of the Machines, installed capacity [[70]] integrated manufacturing site [500+ ]

Machines, installed capacity covering the full production cycle

Connecting products to customers worldwide

Overview

The sales and marketing function is the growth engine of Kinetic, bridging advanced manufacturing with customer demand across both B2B and B2C segments. On the B2B

Strengths

Technical expertise (B2B): Decades of experience in transmissions, driveline, and precision manufacturing with end-to-end inhouse capability.

Customer trust (B2B): Longstanding partnerships with OEMs supported

Highlights, FY 2024-25

Auto components (B2B)

  • Maintained zero PPM defect rate in

  • exports

  • Achieved a 100% on-time delivery

  • for OEMs

  • Secured orders worth H 75–100 Crore

  • for FY 2025-26

Outlook

In FY 2025–26, the sales and marketing function will expand its dual focus. On the B2B side, efforts will centre on securing H 75–100 Crore in new orders,

backed by targeted marketing, dealer engagement, and innovative customerconnect initiatives. Together, these efforts enable the Group to strengthen market presence, drive order inflows, and build sustainable customer trust.

front, Kinetic Engineering supplies transmissions, driveline assemblies, and precision components to leading domestic and global OEMs. On the B2C side, Kinetic Watts & Volts is building the KWV scooter brand in the competitive EV commuter market,

Dealer and service network (B2C):

by defect-free quality and on-time

Strong dealer relationships and after-sales responsiveness, fostering long-term loyalty.

delivery.

Agile go-to-market (B2C): Responsive campaigns and monthly magazine with regional focus, enabling rapid penetration in Tier 2 and Tier 3 cities.

Product strengths (B2C): KWV scooters combine modern design, reliable performance, and low running costs tailored to Indian conditions.

  • Partnered with fleet operators for

  • bulk visibility

EV scooters (B2C)

  • Expanded dealer network in priority

  • markets � Built KWV as a credible commuter EV brand

  • Ran hyperlocal and digital

  • campaigns

  • Introduced finance and exchange

  • schemes

  • Conducted experiential test-ride

  • drives

time customer feedback integration. Together, these initiatives aim to expand the Group’s footprint across domestic and export markets, with special emphasis on EVs, commercial vehicles, and defence opportunities.

scaling nylon spray coating operations, and deepening penetration into OEM accounts. On the B2C side, KWV will strengthen market presence through influencer-driven digital campaigns, regional-language content, and real-

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#1.

Automated component gauging

Challenges

Manual inspection was prone to human errors, slower cycle times, and occasional export rejections.

Activity

The Company installed a human-less gauging system that automatically measures and inspects components before overseas shipment.

Impact

Eliminated manual errors, improved inspection speed and ensured zero rejections in exports.

Outlook

The Company intends to expand automated gauging to all highprecision components for export customers.

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2.

Japanese ‘Do not run’ defect prevention technology

Challenges

Human errors during machining occasionally resulted in defective components entering the next process stage, increasing rework and warranty risks.

Activity

The Company integrated a system that identifies human errors during machining and automatically halts the machine with a ‘Do not run’ signal.

Impact

The Company achieved zerodefect manufacturing for targeted components, enhanced process reliability and reduced warranty claims.

Outlook

The Company will extend defectprevention systems to other highvolume production lines.

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3.

Robotic frame welding for scooters

Challenge

Manual welding lacked accuracy and slowed production.

Activity

The Company deployed robotic welding for scooter frames with inhouse press part fabrication.

Impact

Improved precision, higher throughput and a reduced reliance on manual welders.

Outlook

The Company will extend robotic welding to commercial vehicle chassis and explore the introduction of vision-based camera systems at the scooter frame line to ensure first-timeright quality.

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#4.

User-Centric Scooter Design

Challenge

Integrating large LFP batteries without compromising utility and convenience.

Activity

Designed two-helmet storage, retractable charging cable with onboard unit, and keyless operation system with advanced safety.

Impact

Created a class-leading customer experience, combining performance, safety, and usability.

Outcome

Successfully positioned the DX EV scooter as a benchmark in its category.

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6.

#5.

Nylon spray Market activation coating for KWV Scooters breakthrough (B2C) (B2B)

Challenge

Challenge

No domestic benchmarks for specialised nylon spray coating of driveline parts, with stringent global OEM requirements.

Customer hesitation in EV adoption due to charging concerns and perceived reliability issues.

Activity

Activity

Conducted experiential test rides, rolled out attractive financing/exchange schemes, and collaborated with fleet operators for large-scale visibility.

We are developing India’s first in-house nylon spray coating capability in collaboration with American Axle, integrated into existing facilities.

Impact

Impact

Built confidence among first-time EV buyers and improved market footfalls.

Positioned Kinetic among the few Indian players with this capability, securing high-value orders and gaining greater control over quality and timelines.

Outcome

Established KWV as a trusted commuter EV brand, laying the foundation for long-term customer trust and repeat business.

Outcome

Opened opportunities for multiple coated components, strengthening Kinetic’s role as a preferred fullservice supplier.

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B U S I N E S S D R I V E R

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Synchronising speed, reliability and cost efficiency from sourcing to delivery

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Overview

needs with manpower availability and fostering a culture of performance, accountability, and continuous learning. The function has evolved into a partner that not only attracts and retains talent but also ensures that employee capabilities remain aligned with business goals.

The human resource function is a strategic enabler of organisational performance, ensuring timely recruitment, skill development, and workforce engagement. At Kinetic, HR plays a dual role: bridging operational

Highlights, FY 2024-25

� Implementation of online HR management software integrated with biometric attendance capture.

Outlook

In FY 2025–26, the HR function will build on improvements by introducing best-in-class industry practices and expanding the adoption of technology-enabled training and e-learning. Greater emphasis will be placed on deepening talent market intelligence to secure critical skills faster and strengthening engagement frameworks to reduce attrition and improve loyalty. Workforce planning will also be aligned closely with the Company’s expansion into EV mobility, commercial vehicles, and new product verticals, ensuring that human capital continues to act as a strategic enabler of long-term growth.

� Successful rollout of a structured performance management system based on the Balanced Scorecard approach, linking top management objectives to individual deliverables.

Strengths

Skilled workforce: A strong pool of technical staff and operatives with deep domain expertise.

� Defined role clarity across all positions, ensuring accountability and alignment with business goals.

Learning culture: Ongoing training and development initiatives to build adaptability and innovation.

� Strengthened operator skills through targeted training programmes and technology-oriented sessions.

Process discipline: Robust QMS practices, preventive maintenance planning, and effective root-cause analysis.

� Enhanced production quality and reduced defects through Kaizen, PokaYoke, and PDCA (Plan–Do–Check–Act) methodologies.

Performance focus: Adoption of systematic evaluation frameworks to track planned vs. actual performance.

� Improved retention and morale via motivational programmes, employee engagement initiatives, and career growth discussions.

Big numbers

22.40 H Crore, employee cost [[630 ]] Employees

[[630 ]] Employees 15 Aggregate person training hours

38 2 14.59 Average age Women employees as % of People cost as a % as total employees revenues

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E S G

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Overview

The social dimension focuses on employee well-being, diversity and inclusion, community engagement, and customer responsibility.

standards. This integrated approach strengthens stakeholder trust, drives operational excellence, and positions Kinetic for sustainable long-term growth.

At Kinetic, Environmental, Social, and Governance (ESG) principles are embedded into business strategy and day-to-day operations. The Company is committed to minimising environmental impact, ensuring employee health and safety, contributing to communities, and upholding the highest governance

The governance dimension ensures that organisations operate with transparency, accountability, and ethical leadership through robust policies, board oversight, and compliance structures.

The environmental dimension emphasises sustainable resource use, energy efficiency, waste management, and climate action.

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E: Being responsible towards the environment

Sustainable operations: Replaced oilbased furnaces with electric furnaces, reducing emissions and improving efficiency.

Energy and waste management:

Systems to prevent oil leakage, control hazardous waste, and safeguard soil and water.

Water conservation: Active monitoring of consumption and initiatives to reduce wastage.

Responsible supply chain: Adheres to international standards (IATF 16949) with periodic environmental reviews and safe resource handling.

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S: Catalysing inclusive growth responsibility

rates, and analysis of health insurance utilisation.

Employee health

Safeguards: Ergonomically designed workstations, strict hygiene and sanitation protocols, proper ventilation, mandatory PPE, and rolespecific safety training.

Employee safety

Critical areas: Manufacturing (heavy machinery, hazardous substances), logistics (material handling, forklifts), and maintenance (electrical, confined spaces).

Health facilities: Centralised Occupational Health Centre, annual medical check-ups, trained first-aid responders, and first-aid kits across sites.

Risks addressed: Injuries, equipment failures, electrical hazards, human error, and ergonomic strains.

Insurance: 100% coverage of permanent employees under group mediclaim (covering families) and personal accident insurance.

Safety measures: Daily checklists, HIRA-based hazard control, emergency preparedness, safety committees, anonymous reporting, and near-miss tracking.

Differentiated initiatives: Healthy subsidised meals, mental health awareness, ergonomic shopfloor design, and continuous health campaigns.

Violation handling: Structured reporting, root cause analysis, retraining/disciplinary action, and documentation reviewed by safety committees.

Effectiveness tracking: Employee satisfaction surveys, absenteeism

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G: A culture of sound governance

Committees

Framework: Ethical leadership, transparent decision-making, and strong compliance culture aligned with sustainability goals.

Audit Committee: financial reporting, compliance, and risk oversight.

Nomination and Remuneration

Board composition: Eight Directors, including five independent members and one-woman Director, averaging 35+ years of experience across diverse sectors.

Committee: fair evaluation, succession planning.

Green cover: Plantation of ~100 trees annually to enhance ecological balance.

Investments: H 50 Lakh allocated to LPG bullet tanks and fire safety systems; pollution control measures reviewed quarterly.

Performance indicators: Accidentfree person-hours, severity rates, PPE compliance, training completion, and safety perception surveys.

Certifications: ISO certification process in progress; statutory licences and compliance maintained.

Employee engagement and community

� Ergonomic seating and safer shopfloor design.

� Regular Safety Week campaigns with awareness activities.

� Open communication channels for employees to voice concerns.

� Planned CSR initiatives such as mobile medical vans, health camps, and sponsorships for underprivileged children’s education.

Stakeholders Relationship Committee: investor communication and grievance redressal.

Outcomes: Reinforced brand trust, stronger global partnerships, talent attraction, and resilience in evolving markets.

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Mr. Arun Hastimal Firodia (Chairman Non-Executive Director)

Mr. Ajinkya Arun Firodia (Vice Chairman – Managing Director)

Padmashri Dr. Arun Firodia, Chairman, Kinetic Group Pioneer behind the iconic two-wheelers – Luna and DX. Built a legacy rooted in innovation and trust. A visionary, shaping the future while honouring the past.

Mr. Ajinkya Firodia, Vice Chairman, Kinetic Group. A dynamic leader carrying forward a storied legacy. Blending tradition with a bold, modern vision. Driving Kinetic into a new era of innovation.

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Mr. Dattatray Parvati Navale (Non-Executive Independent Director)

Mr. Achal Shirish Kotecha (Non-Executive Independent Director)

Mr. Dattatray Parvati Navale, a mechanical engineering diploma holder, brings strong technical expertise and serves as Director at Kinetic Engineering Ltd.

Mr. Achal Shirish Kotecha, an MBA in Marketing, brings strategic expertise and holds directorships at Kinetic Engineering Ltd and Champ Engineering Pvt. Ltd.

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Mrs. Jayashree Arun Firodia (Non-Executive Director)

Mrs. Jayashree Arun Firodia, a qualified medical professional and AMIE (India), has served as a Non-Executive Director since 2017, offering valuable strategic guidance to Kinetic Engineering Ltd.

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Mr. Rohit Prakash Bafana (Non-Executive Independent Director)

Mr. Rohit Prakash Bafana, appointed in 2024, brings global perspective and technical expertise to the Board of Kinetic Engineering Ltd.

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Mr. Jinendra Hirachand Munot (Non-Executive Independent Director)

Mr. Venkataiah Madipalli

(Non-Executive Independent Director)

Mr. Venkataiah Madipalli, M.I.E. in Mechanical Engineering, brings 45+ years of automotive expertise to his role as Director at Kinetic Engineering Ltd.

Mr. Jinendra Hirachand Munot, with 40+ years of experience in mechanical engineering, offers strategic insight as Director at Kinetic Engineering Ltd. shaping the future while honouring the past.

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Mr. Chaitanya Mundra Mr. Chaitanya Mundra, Company Secretary & Compliance Officer at KEL, brings over 12 years of expertise in corporate law and governance.

Mr. Vinayak Shevde

Mr. Vinayak Shevde is the CFO of Kinetic Engineering Ltd., with over 30 years of expertise in finance, accounts, and taxation within the Kinetic Group.

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K I N E T I C W A T T S A N D V O LT S L I M I T E D

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KINETIC ENGINEERING LIMITED

CIN: L35912MH1970PLC014819

Regd. Office: D-1 Block, Plot No. 18/2, MIDC, Chinchwad, Pune 411019 Tel.: +91 20 6614 2049 Fax: +91 20 6614 2088/89 E-mail: [email protected] Website: www.kineticindia.com

Notice of Annual General Meeting

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Mr. Ajinkya Arun Firodia (Managing Director)

Mr. Ajinkya Firodia, Vice Chairman, Kinetic Group. A dynamic leader carrying forward a storied legacy. Blending tradition with a bold, modern vision. Driving Kinetic into a new era of innovation.

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Mr. Rohit Prakash Bafana (Non-Executive Independent Director)

Mr. Rohit Prakash Bafana, served as Director, brings global perspective and technical expertise to the Board of Kinetic Watts & Volts Ltd.

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Ms. Arzoo Alamin Lokhandwala

(Director)

Ms. Arzoo Alamin is driving Kinetic into the electric age with clarity, creativity, and purpose. She has been instrumental in shaping the distinct identity of Kinetic EV through design thinking, brand strategy, and storytelling that resonates with modern India. Guided by Kinetic’s legacy and a strong commitment to sustainability, her vision is to make electric mobility efficient, aspirational, and an integral part of everyday life.

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Mr. Piyush Jinendrakumar Munot

(Non-Executive Independent Director)

Mr. Piyush Jinendrakumar Munot, a German-educated Mechanical Engineer, is a leading voice in India’s auto component sector, recognised for his technical expertise and leadership roles with ACMA.

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Mrs. Jayashree Arun Firodia (Director)

Mrs. Jayashree Arun Firodia, a qualified medical professional and AMIE (India), has served as Director, offering valuable strategic guidance to Kinetic Watts & Volts Ltd.

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Mr. Arun Murlidhar Joshi (Director)

Mr. Arun Murlidhar Joshi is a Mechanical Engineer with 40 years of experience in production engineering. He has extensive expertise in developing and ramping up production for a wide range of components, including EV twowheelers, transmissions, and driveline parts.

NOTICE is hereby given that the Fifty-fourth Annual General Meeting of the members of Kinetic Engineering Limited will be held on Tuesday, 30[th] September, 2025 at 11:30 a.m. IST, through Video Conferencing (‘VC’)/Other Audio Visual Means (‘OAVM’) facility to transact the following businesses:

ORDINARY BUSINESS:

  1. Consideration and Adoption of Audited Standalone Financial Statements of the Company for the Financial Year ended 31[st] March, 2025 and the Reports of the Board of Directors and Auditors thereon.

To consider and if thought fit, to pass the following resolution as an Ordinary Resolution.

“RESOLVED THAT the audited standalone financial statements of the Company for the financial year ended 31[st] March, 2025 and the reports of the Board of Directors and Auditors thereon, as circulated to the Members, be and are hereby considered and adopted.”

  1. Consideration and Adoption of Audited Consolidated Financial Statements of the Company for the Financial Year ended 31[st] March, 2025 and the Reports of the Auditors thereon. To consider and if thought fit, to pass the following resolution as an Ordinary Resolution.

“RESOLVED THAT the audited consolidated financial statements of the Company for the financial year ended 31[st] March, 2025 and the reports of the Auditors thereon, as circulated to the Members, be and are hereby considered and adopted.”

  1. To appoint a director in place of Mr. Ajinkya Arun Firodia (DIN: 00332204) who retires by rotation and being eligible, offers himself for reappointment.

To consider and if thought fit, to pass the following resolution as an Ordinary Resolution.

“RESOLVED THAT pursuant to the provisions of Section 152 of the Companies Act, 2013, the applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or reenactment(s) thereof, for the time being in force),

Mr. Ajinkya Arun Firodia (DIN: 00332204) who retires by rotation at this meeting and being eligible has offered himself for reappointment, be and is hereby reappointed as a Managing Director of the Company, liable to retire by rotation.”

RESOLVED FURTHER THAT any one of the directors and / or the Company Secretary of the Company be and are hereby severally authorized to do all such acts, deeds or things and to file such requisite forms, papers and other documents with Registrar of Companies, as may be deemed expedient to give effect of the foregoing resolution.”

SPECIAL BUSINESS:

  1. Regularisation of Mr. Shashikant Shivanand Gulve (DIN: 11208226) as a Non-Executive NonIndependent Director.

To consider and if thought fit, to pass the following resolution as an Ordinary Resolution.

“RESOLVED THAT pursuant to the provisions of Sections 152, 161(1) and other applicable provisions, if any, of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), Regulation 17(1C) and other applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and the Articles of Association of the Company, the appointment of Mr. Shashikant Shivanand Gulve (DIN: 11208226) who was appointed as an Additional Director (Non-Executive, Non-Independent) of the Company by the Board of Directors with effect from 28[th] July 2025 and who holds office up to the date of this Annual General Meeting or within a period of three months from the date of appointment, whichever is earlier, be and is hereby approved and that Mr. Shashikant Gulve be and is hereby appointed as a Non-Executive NonIndependent Director of the Company, liable to retire by rotation.”

RESOLVED FURTHER THAT any Director or the Company Secretary of the Company be and is hereby severally authorised to do all such acts, deeds, matters and things, and to file necessary forms and returns with

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the Registrar of Companies, as may be required to give effect to this resolution.”

5. To approve the re-appointment of Mr. Jinendra Hirachand Munot (DIN: 00049838) as a NonExecutive Independent Director.

  • To consider and if thought fit, to pass the following resolution as a Special Resolution.

“RESOLVED THAT pursuant to the provisions of Sections 149, 150 and 152 read with Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 (‘Act’), and the Companies (Appointment and Qualification of Directors) Rules, 2014 and the applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations’) (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), and based on recommendation of the nomination and remuneration committee, Mr. Jinendra Hirachand Munot (DIN: 00049838), who being eligible for re-appointment of second term and submitted a declaration that he meets the criteria for independence as provided under the Act and the SEBI Listing Regulations, and in respect of whom the Company has received a notice in writing, under Section 160 of the Act, from a member proposing his candidature for the office of Director, be and is hereby re-appointed as an Independent Director, to hold office for a term of 5 (five) consecutive years commencing from 20[th] October, 2025 up to 19[th] October, 2030.

RESOLVED FURTHER THAT the Board of Directors of the Company be and are hereby authorised to do all acts and take all such steps as may be necessary, proper or expedient to give effect to this resolution.”

6. To approve the re-appointment of Mr. Venkataiah Madipalli (DIN: 00041420) as a Non-Executive Independent Director.

To consider and if thought fit, to pass the following resolution as a Special Resolution.

“RESOLVED THAT pursuant to the provisions of Sections 149, 150 and 152 read with Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 (‘Act’), and the Companies (Appointment and Qualification of Directors) Rules, 2014 and the applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations’) (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), and based on recommendation of the nomination and remuneration committee, Mr. Venkataiah Madipalli (DIN: 00041420), who being eligible for re-appointment of second term and submitted a declaration that he meets the criteria for independence as provided under the Act and the SEBI Listing Regulations, and in respect of whom the Company has received a notice in writing, under Section

160 of the Act, from a member proposing his candidature for the office of Director, be and is hereby re-appointed as an Independent Director, to hold office for a term of 5 (five) consecutive years commencing from 10[th] February, 2026 to 9[th] February, 2031.

RESOLVED FURTHER THAT the Board of Directors of the Company be and are hereby authorised to do all acts and take all such steps as may be necessary, proper or expedient to give effect to this resolution.”

  1. To appoint Mr. Dinesh Birla, Proprietor of M/s. Dinesh Birla & Associates Practicing Company Secretaries, as Secretarial Auditors of the Company.

To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution.

“RESOLVED THAT pursuant to the provisions of Section 204 and other applicable provisions, if any, of the Companies Act, 2013 read with the Rules made thereunder and Regulation 24A and other applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force) and pursuant to the recommendation of the Audit Committee and the Board of Directors of the Company, Mr. Dinesh Birla (FCS: 7658, CP No.: 13029) Proprietor of M/s. Dinesh Birla & Associates, Practicing Company Secretaries, Pune be and is hereby appointed as Secretarial Auditors of the Company for a term of 5 (Five) consecutive years commencing from 01/04/2025 to 31/03/2030 at such remuneration and on such terms and conditions as may be determined by the Board of Directors of the Company (including its Committee(s) thereof) in consultation with the Secretarial Auditors.

RESOLVED FURTHER THAT any Director or Company Secretary be and is hereby authorized to do all such acts, deeds, things and to sign all such documents and writings as may be necessary to give effect to this resolution, including filing of necessary forms with the Registrar of Companies and other statutory authorities as may be required.”

8. To approve material related party transaction(s) between the Company and Kinetic Watts and Volts Limited.

To consider and if thought fit, to pass, with or without modification(s), if any, the following resolution as Ordinary Resolution.

“RESOLVED THAT pursuant to the provisions of Regulation 23(4) and other applicable regulations of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (‘SEBI Listing Regulations’) read with Section 188 of the Companies Act, 2013 (“the Act”), as may be applicable, and other applicable provisions of the Act, if any, read with related rules,

if any, (including any other applicable provisions or statutory modifications or re-enactment thereof for the time being in force), the Memorandum and Articles of Association of the Company and the Company’s Policy on Related Party Transaction(s), and as per the approval of the Audit Committee and Board of Directors of the Company (hereinafter referred to as “Board”, which term shall be deemed to include any Committee which the Board may have constituted or hereinafter constitute) and subject to requisite statutory/regulatory and other appropriate approvals, if any, as may be required, consent of the Members be and is hereby accorded to the Company to enter into and/or continue the related party transaction(s) / contract(s)/ arrangement(s)/ agreement(s) (whether by way of an individual transaction or transactions taken together or series of transactions or otherwise), with Kinetic Watts and Volts Limited for an estimated amount not exceeding H 24.50 Crore and accordingly a related party under Section 2(76) of the Act, as per the details provided in the explanatory statement, subject to such related party transaction(s) / contract(s)/ arrangement(s) being carried out at arm’s length and in the ordinary course of business.

RESOLVED FURTHER THAT the Board of Directors and / or Key Managerial Personnel (KMP) of the Company be and are hereby authorised to do all such acts, deeds, matters and things including but not limited to authorising signatories, deciding on the timing, manner and extent

of carrying out the aforesaid activities and to negotiate, finalise and execute agreement(s), arrangement(s), contract(s) and such other document(s), by whatever name called, to make any material modifications to the terms of such related party transactions and to do all such acts, matters and things as may be necessary and to settle any questions or difficulties that may arise in this regard and incidental thereto, without being required to seek any further consent or approval of the members and to delegate all or any of the powers or authorities herein conferred to any director(s) or other officer(s) of the Company, or to engage any advisor, consultant, agent or intermediary, as may be deemed necessary.

RESOLVED FURTHER THAT all actions taken by the Board in connection with any matter referred to or contemplated in this resolution, be and is hereby approved, ratified and confirmed in all respect.”

By Order of the Board of Directors For Kinetic Engineering Limited

S/d Arun Hastimal Firodia Date: 4[th] August, 2025 Chairman Place: Pune (DIN: 00057324)

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NOTES:

  1. The Ministry of Corporate Affairs (‘MCA’) has vide its Circular No. 14/2020 dated April 08, 2020, 20/2020 dated May 05, 2020, 2/2021 dated January 13, 2021, 19/2021 dated December 08, 2021, 21/2021 dated December 14, 2021, 2/2022 dated May 05, 2022, 10/2022 dated December 28, 2022, 09/2023 dated September 25, 2023, and 09/2024 dated September 19, 2024 (collectively referred to as ‘MCA Circulars’) permitted convening the Annual General Meeting (‘AGM’ or ‘e-AGM’) through video conferencing (‘VC’) or other Audio Visual Means (‘OAVM’) without the physical presence of the Members of the Company at a common venue. In accordance with MCA Circulars, provisions of the Companies Act 2013 (‘Act’) and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations’), the AGM of the Company is being held through VC/ OAVM. The deemed venue for the AGM shall be the Registered Office of the Company. Hence, Members can attend and participate in the ensuing AGM through VC/OAVM.

  2. The Explanatory Statement pursuant to Section 102(1) of the Act, setting out material facts concerning the Special Businesses to be transacted at the AGM, is annexed hereto and forms part of this Notice.

  3. Pursuant to requirements of SEBI Listing Regulations in relation to corporate governance and the applicable Secretarial Standards, the information required to be provided in case of director(s) retiring by rotation/ seeking appointment/ re-appointment, is set out at the Annexure to this Notice.

  4. Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 (as amended), and applicable MCA Circulars issued by Ministry from time to time the Company is providing facility of remote e-voting to its Members in respect of the business to be transacted at the AGM. For this purpose, the Company has entered into an agreement with Central Depository Services (India) Limited (CDSL) for facilitating voting through electronic means, as the authorized e-Voting’s agency. The facility of casting votes by a member using remote e-voting as well as the e-voting system on the date of the AGM will be provided by CDSL.

  5. The Members can join the AGM in the VC/OAVM mode 15 minutes before and after the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice. The facility of participation at the AGM through VC/OAVM will be made available to atleast 1,000 members on first come first served basis. This will not include large Shareholders (Shareholders holding 2% or more shareholding), Promoters, Institutional Investors, Directors, Key

Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, Auditors etc. who are allowed to attend the AGM without restriction on account of first come first served basis.

  1. The attendance of the Members attending the AGM through VC/OAVM will be counted for the purpose of ascertaining the quorum under Section 103 of the Companies Act, 2013.

  2. Pursuant to MCA Circular No. 14/2020 dated April 08, 2020, the facility to appoint proxy to attend and cast vote for the members is not available for this AGM. However, in pursuance of Section 112 and Section 113 of the Companies Act, 2013, representatives of the members such as the President of India or the Governor of a State or body corporate can attend the AGM through VC/OAVM and cast their votes through e-voting.

  3. In case of joint holders attending the Meeting, only such joint holder who is higher in the order of names will be entitled to vote at the Meeting.

  4. Accordingly, the facility for appointment of proxies by the Members under Section 105 of the Act will not be available for the AGM and hence the Proxy Form, Attendance Slip etc. are not annexed to this Notice. Members of the Company under the category of Institutional Investors are encouraged to attend the AGM.

  5. The AGM has been convened through VC/OAVM in compliance with applicable provisions of the Companies Act, 2013 read with applicable MCA Circulars as issued by the Ministry from time to time. The AGM will be held through VC, the Route Map is not annexed in this Notice.

  6. In compliance with the aforesaid MCA Circulars and SEBI circular no. SEBI/HO/CFD/CFD-PoD-2/P/CIR/2024/133 dated October 03, 2024, Notice of the AGM along with the Integrated Annual Report 2024-25 (‘IAR’ or ‘Annual Report’) is being sent only through electronic mode to those members whose email addresses are registered with the RTA/ Depositories. Members may note that the Notice and Annual Report will also be available on the Company’s website www.kineticindia.com, websites of the Stock Exchanges i.e. BSE Limited at www.bseindia.com and on the website of CDSL at www.evotingindia.com. Further, the letters are being sent to the shareholders, whose email addresses are not registered, containing the link of Annual Report of FY 2024-25 along with completion of KYC requirements.

  7. In order to enable the Company to comply with MCA Circulars and to participate in the green initiative in Corporate Governance, members are requested to register their email addresses in respect of shares held in electronic form with their Depository Participant(s) (‘DPs’) and in respect of shares held in physical form by sending duly filled and signed form ISR-1 available on Company’s Website at www.kineticindia.com to

  8. (iii) Pursuant to SEBI Circular No. SEBI/HO/CFD/CMD/ CIR/P/2020/242 dated 09.12.2020, under Regulation 44 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, listed entities are required to provide remote e-voting facility to its shareholders, in respect of all shareholders’ resolutions. However, it has been observed that the participation by the public non-institutional shareholders/retail shareholders is at a negligible level.

the Registrar and Share Transfer Agent (‘RTA’) of the Company – MUFG Intime India Pvt Ltd. at Block No. 202, Akshay Complex, Near Ganesh Temple, Off Dhole Patil Road, Pune 411001.

  1. For receiving all communication (including Annual Report) from the Company electronically:

  2. a) Members holding shares in physical mode and who have not registered/ updated their email address with the Company are requested to register/ update the same in accordance with the procedure mentioned in point no. 12 above.

Currently, there are multiple e-voting service providers (ESPs) providing e-voting facility to listed entities in India. This necessitates registration on various ESPs and maintenance of multiple user IDs and passwords by the shareholders.

  • b) Members holding shares in dematerialised mode are requested to register/ update their email address with their respective DPs.

In order to increase the efficiency of the voting process, pursuant to a public consultation, it has been decided to enable e-voting to all the demat account holders, by way of a single login credential, through their demat accounts/ websites of Depositories/ Depository Participants. Demat account holders would be able to cast their vote without having to register again with the ESPs, thereby, not only facilitating seamless authentication but also enhancing ease and convenience of participating in e-voting process.

THE INSTRUCTIONS OF SHAREHOLDERS FOR E-VOTING AND JOINING VIRTUAL MEETINGS ARE AS UNDER:

  • Step 1: Access through Depositories CDSL/NSDL e-Voting system in case of individual shareholders holding shares in demat mode.

  • Step 2: Access through CDSL e-Voting system in case of shareholders holding shares in physical mode and non-individual shareholders in demat mode.

Step 1: Access through Depositories CDSL/NSDL e-Voting system in case of individual shareholders holding shares in demat mode.

  • (i) The voting period begins on Saturday, 27[th] September, 2025 at 09.00 A.M. IST and ends on Monday, 29[th] September, 2025 at 5.00 P.M IST. During this period shareholders’ of the Company, holding shares either in physical form or in dematerialized form, as on the cutoff date (record date) of 23[rd] September, 2025 may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.

    • (iv) In terms of SEBI circular no. SEBI/HO/CFD/CMD/ CIR/P/2020/242 dated 9[th] December, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.
  • (ii) Shareholders who have already voted prior to the meeting date would not be entitled to vote at the meeting venue.

  • Pursuant to abovesaid SEBI Circular, Login method for e-Voting and joining virtual meetings for Individual shareholders holding securities in Demat mode CDSL/NSDL is given below:

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----- Start of picture text -----

Type of shareholders Login Method
Individual Shareholders holding 1) Users who have opted for CDSL Easi / Easiest facility, can login through their
securities in Demat mode with existing user id and password. Option will be made available to reach e-Voting
CDSL Depository page without any further authentication. The users to login to Easi / Easiest are
requested to visit cdsl website www.cdslindia.com and click on login icon & My
Easi New (Token) Tab.
2) After successful login the Easi / Easiest user will be able to see the e-Voting
option for eligible companies where the evoting is in progress as per the
information provided by company. On clicking the evoting option, the user will
be able to see e-Voting page of the e-Voting service provider for casting your
vote during the remote e-Voting period or joining virtual meeting & voting
during the meeting. Additionally, there is also links provided to access the
system of all e-Voting Service Providers, so that the user can visit the e-Voting
service providers’ website directly.
----- End of picture text -----

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  • Login Method 3) If the user is not registered for Easi/Easiest, option to register is available at cdsl website www.cdslindia.com and click on login & New System Myeasi Tab and then click on registration option.

Type of shareholders

  • 4) Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e-Voting link available on www.cdslindia. com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e-Voting option where the evoting is in progress and also able to directly access the system of all e-Voting Service Providers.

  • Individual Shareholders holding 1) If you are already registered for NSDL IDeAS facility, please visit the e-Services securities in demat mode with website of NSDL. Open web browser by typing the following URL: https:// NSDL Depository eservices.nsdl.com either on a Personal Computer or on a mobile. Once the home page of e-Services is launched, click on the “Beneficial Owner” icon under “Login” which is available under ‘IDeAS’ section. A new screen will open. You will have to enter your User ID and Password. After successful authentication, you will be able to see e-Voting services. Click on “Access to e-Voting” under e-Voting services and you will be able to see e-Voting page. Click on company name or e-Voting service provider name and you will be re-directed to e-Voting service provider website for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.

  • 2) If the user is not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl.com. Select “Register Online for IDeAS “Portal or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp

  • 3) Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider name and you will be redirected to e-Voting service provider website for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.

  • 4) For OTP based login you can click on https://eservices.nsdl.com/SecureWeb/ evoting/evotinglogin.jsp. You will have to enter your 8-digit DP ID,8-digit Client Id, PAN No., Verification code and generate OTP. Enter the OTP received on registered email id/mobile number and click on login. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider name and you will be re-directed to e-Voting service provider website for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.

Individual Shareholders (holding You can also login using the login credentials of your demat account through securities in demat mode) your Depository Participant registered with NSDL/CDSL for e-Voting facility. After login through their Depository Successful login, you will be able to see e-Voting option. Once you click on e-Voting Participants (DP) option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on company name or e-Voting service provider name and you will be redirected to e-Voting service provider website for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. CDSL and NSDL

Login type Helpdesk details Helpdesk details
Individual
Shareholders
holding
securities in Demat mode with CDSL
Members facing any technical issue in login can contact CDSL helpdesk by
sending a request [email protected] contact at toll free no.
1800 21 09911
Individual
Shareholders
holding
securities in Demat mode with NSDL
Members facing any
sending a request at
2499 7000
technical issue in login can contact NSDL helpdesk by
[email protected] call at : 022 - 4886 7000 and 022 -

Step 2: Access through CDSL e-Voting system in case of shareholders holding shares in physical mode and nonindividual shareholders in demat mode.

  • (v) Login method for e-Voting and joining virtual meetings for Physical shareholders and shareholders other than individual holding in Demat form.

  • 1) The shareholders should log on to the e-voting website www.evotingindia.com.

  • 2) Click on “Shareholders” module.

  • 3) Now enter your User ID

    • a. For CDSL: 16 digits beneficiary ID,

    • b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,

    • c. Shareholders holding shares in Physical Form should enter Folio Number registered with the Company.

  • 4) Next enter the Image Verification as displayed and Click on Login.

  • 5) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier e-voting of any company, then your existing password is to be used.

  • 6) If you are a first-time user follow the steps given below:

    • For Physical shareholders and other than individual shareholders holding shares in Demat.

    • PAN Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders) y Shareholders who have not updated their PAN with the Company/Depository Participant are requested to use the sequence number sent by Company/RTA or contact Company/RTA.

    • Dividend Bank Details Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in OR Date of Birth (DOB) your demat account or in the company records in order to login.

      • y If both the details are not recorded with the depository or company, please enter the member id / folio number in the Dividend Bank details field.
  • (vi) After entering these details appropriately, click on “SUBMIT” tab.

through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

  • (vii) Shareholders holding shares in physical form will then directly reach the Company selection screen. However, shareholders holding shares in demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting

  • (viii) For shareholders holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.

  • (ix) Click on the EVSN for the relevant on which you choose to vote.

  • (x) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/

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NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.

  • (xi) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.

  • (xii) After selecting the resolution, you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.

  • (xiii) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.

  • (xiv) You can also take a print of the votes cast by clicking on “Click here to print” option on the Voting page.

  • (xv) If a demat account holder has forgotten the login password then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.

  • (xvi) There is also an optional provision to upload BR/ POA if any uploaded, which will be made available to scrutinizer for verification.

  • (xvii) Additional Facility for Non – Individual Shareholders and Custodians –For Remote Voting only.

  • Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are required to log on to www.evotingindia.com and register themselves in the “Corporates” module.

  • A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to [email protected].

  • After receiving the login details a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on.

  • The list of accounts linked in the login will be mapped automatically & can be delink in case of any wrong mapping.

  • • It is Mandatory that, a scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.

  • Alternatively Non Individual shareholders are required mandatory to send the relevant Board Resolution/ Authority letter etc. together with attested specimen signature of the duly authorized signatory who are authorized to vote, to the Scrutinizer and to the Company at the email address viz; [email protected], if they have voted from individual tab & not uploaded same in the CDSL e-voting system for the scrutinizer to verify the same.

INSTRUCTIONS FOR SHAREHOLDERS ATTENDING THE AGM THROUGH VC/OAVM & E-VOTING DURING MEETING ARE AS UNDER:

  1. The procedure for attending meeting & e-Voting on the day of the AGM is same as the instructions mentioned above for e-voting.

  2. The link for VC/OAVM to attend meeting will be available where the EVSN of Company will be displayed after successful login as per the instructions mentioned above for e-voting.

  3. Shareholders who have voted through Remote e-Voting will be eligible to attend the meeting. However, they will not be eligible to vote at the AGM.

  4. Shareholders are encouraged to join the Meeting through Laptops / IPads for better experience.

  5. Further shareholders will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.

  6. Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio/Video loss due to Fluctuation in their respective network. It is therefore recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.

  7. Shareholders who would like to express their views/ask questions during the meeting may register themselves as a speaker by sending their request in advance at least 7 days prior to meeting mentioning their name, demat account number/folio number, email id, mobile number at (company email id). The shareholders who do not wish to speak during the AGM but have queries may send their queries in advance 7 days prior to meeting mentioning their name, demat account number/folio number, email id, mobile number at (company email id). These queries will be replied to by the company suitably by email.

  8. Those shareholders who have registered themselves as a speaker will only be allowed to express their views/ ask questions during the meeting.

  9. Only those shareholders, who are present in the AGM through VC/OAVM facility and have not casted their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting system available during the AGM.

  10. If any Votes are cast by the shareholders through the e-voting available during the AGM and if the same shareholders have not participated in the meeting through VC/OAVM facility, then the votes cast by such shareholders may be considered invalid as the facility of e-voting during the meeting is available only to the shareholders attending the meeting.

  11. (iii) The Scrutinizer shall, immediately after the conclusion of voting at the AGM, first count the votes cast at the meeting, thereafter unblock the votes through e-voting and make a consolidated Scrutinizers’ report of the total votes cast in favor or against, if any, to the Chairman who shall countersign the same.

PROCESS FOR THOSE SHAREHOLDERS WHOSE EMAIL/MOBILE NO. ARE NOT REGISTERED WITH THE COMPANY/DEPOSITORIES.

  1. For Physical shareholders - please provide necessary details like Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) by email to Company/RTA email id.

  2. (iv) The scrutinizer shall submit his report to the Chairman as the case may be, who shall declare the result of the voting. The results declared along with the scrutinizer’s report shall be placed on the Company’s website and shall also be communicated to the stock exchanges. The resolutions shall be deemed to be passed at the AGM of the Company.

  3. For Demat shareholders - Please update your email id & mobile no. with your respective Depository Participant (DP)

  4. For Individual Demat shareholders – Please update your email id & mobile no. with your respective Depository Participant (DP) which is mandatory while e-Voting & joining virtual meetings through Depository.

  5. The Scrutinizer shall make, not later than 48 hours of the conclusion of the AGM, a consolidated Scrutinizer’s Report of the total votes cast in favour or against, if any, to the Chairman/person of the Meeting or a person authorized by him/her in writing, who shall countersign the same and declare the results of the voting forthwith.

If you have any queries or issues regarding attending AGM & e-Voting from the CDSL e-Voting System, you can write an email to [email protected] or contact at toll free no. 1800 21 09911

  • The Results declared along with the Report of the Scrutinizer shall be placed on the website of the Company www.kineticindia.com, on the website of BSE Limited www.bseindia.com and also on the website of CDSL at www.evotingindia.com immediately after the declaration of result by the Chairman/person of the Meeting or the person authorized by him / her in writing.

All grievances connected with the facility for voting by electronic means may be addressed to Mr. Rakesh Dalvi, Sr. Manager, (CDSL) Central Depository Services (India) Limited, A Wing, 25[th] Floor, Marathon Futurex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (East), Mumbai - 400013 or send an email to [email protected] or call toll free no. 1800 21 09911.

     - On receipt of the requisite number of votes, the Resolutions shall be deemed to have been passed on the date of the AGM.

  4.
  1. General Instructions:

  2. (i) The Board of Directors have appointed M/s Dinesh Birla & Associates as the Scrutinizer to the e-voting process, and voting at the AGM in a fair and transparent manner.

By Order of the Board of Directors transparent manner. For Kinetic Engineering Limited (ii) The Chairman shall formally propose to the members participating through VC/OAVM facility to S/d vote on the resolutions as set out in the Notice of Arun Hastimal Firodia the AGM and announce the start of the casting of Date: 4[th] August, 2025 Chairman vote through the e-voting system of CDSL. Place: Pune (DIN: 00057324)

62 | Kinetic Engineering Limited

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Corporate Overview Statutory Reports Financial Statements

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EXPLANATORY STATEMENT UNDER SECTION 102(1) OF THE COMPANIES ACT, 2013 READ WITH SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATION, 2015.

Item No. 3: To appoint a director in place of Mr. Ajinkya Arun Firodia (DIN: 00332204) who retires by rotation and being eligible, offers himself for reappointment.

Mr. Ajinkya Arun Firodia is the Vice Chairman & Managing Director of Kinetic Engineering Ltd. and part of the renowned Firodia family, pioneers of the Indian automobile industry for over 50 years. A graduate magna cum laude from Brown University, USA, with degrees in Engineering and Economics, he began his career in M&A at J.P. Morgan Chase, New York. He has over two decades of experience in sales, marketing, product development, and strategic leadership. Under his guidance, the Company has transformed from a two-wheeler manufacturer to a leading auto-component supplier, with global reach in transmission assemblies and a growing focus on electric vehicle components. Serving on the Board since 2009, he has been actively involved in business development, product strategy, and operational management.

Details of Director proposed to be re-appointed (as per Regulation 36(3) of SEBI LODR):

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----- Start of picture text -----

Name of the Director Mr. Ajinkya Arun Firodia
Date of Birth (Age) 24 [th] October, 1979 (45 Years)
DIN 00332204
Date of Appointment 06/04/2009
Qualification B.Sc. (Engineering & Economics), Brown University, USA
Directorship as on 31 [st] March, 2025 1. Kinetic Engineering Limited
2. Kinetic Watts and Volts Limited
3. Kinetic Hyundai Elevator and Movement Technologies Limited
4. Jaya Hind Mechanics Limited
5. Motoroyale India Private Limited
6. MV Agusta India Private Limited
7. Kinetic Marketing and Services Limited
8. Motoroyale Kinetic Private Limited
Chairmanship/Membership of Committees of Nil.
other Companies as on 31 [st] March, 2025
Shareholding of director in the listed entity, 26,42,624 Equity Shares.
including shareholding as a beneficial owner
----- End of picture text -----

Mr. Ajinkya Arun Firodia (DIN: 00332204) is the Vice Chairman & Managing Director of Kinetic Engineering Ltd. and belongs to the renowned Firodia family, which has been at the forefront of the Indian automobile industry for over five decades. He graduated magna cum laude from Brown University, USA, with dual degrees in Engineering and Economics, and commenced his career with J.P. Morgan Chase, New York, in the Mergers & Acquisitions division.

A brief resume of the director & nature of expertise in specific functional areas

With over 20 years of leadership experience, Mr. Firodia has expertise in strategic management, sales & marketing, product development, business transformation, and international collaborations. Under his leadership, Kinetic Engineering Ltd. has transitioned from a two-wheeler manufacturing company to a leading auto-component supplier with a growing presence in global markets and the electric vehicle sector.

He has been serving on the Board of the Company since 2009 and continues to play a pivotal role in shaping its strategic direction and growth. disclosure of relationships between directors Mr. Ajinkya Arun Firodia is the son of Mr. Arun Firodia and Mrs. Jayshree inter-se; Firodia.

Nil.

Names of listed entities in which the person also holds the directorship and the membership of Committees of the board along with listed entities from which the person has resigned in the past three years.

In case of independent directors, the skills and capabilities required for the role and the manner in which the proposed person meets such requirements.

NA.

(This statement is provided voluntarily to furnish information required under Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015)

Item No. 4: Regularisation of Mr. Shashikant Shivanand Gulve (DIN: 11208226) as a NonExecutive Non-Independent Director.

Board of Directors is of the view that his presence on the Board would be of immense benefit to the Company.

Details of Mr. Gulve, pursuant to the provisions of (i) the SEBI Listing Regulations and (ii) the Secretarial Standard on General Meetings (SS-2) issued by the Institute of Company Secretaries of India, are provided in Annexure A to this Notice.

The Board of Directors, at its meeting held on 28[th] July 2025, appointed Mr. Shashikant Shivanand Gulve as an Additional Director (Non-Executive, Non-Independent) of the Company in terms of Section 161(1) of the Companies Act, 2013 and the Articles of Association of the Company. Pursuant to the provisions of Section 161(1) of the Companies Act, 2013, Mr. Gulve holds office as an Additional Director up to the date of this Annual General Meeting (“AGM”) or within a period of three months from the date of appointment, whichever is earlier, and is eligible for appointment as a Director of the Company.

Mr. Gulve, along with his relative(s), is interested in the resolution set out at Item No. 4 of the Notice with regard to his regularisation. Save and except the above, none of the other Directors or Key Managerial Personnel of the Company and/or their relatives are, in any way, concerned or interested, financially or otherwise, in the resolution set out at Item No. 4 of this Notice.

This statement may also be regarded as an appropriate disclosure under the Companies Act, 2013 and the SEBI Listing Regulations. Based on the rationale and justification provided above, the Board recommends the Ordinary Resolution as set out at Item No. 4 of the Notice for approval of Members.

Mr. Gulve has been associated with the Company for the last 35 years and has made significant contributions to the Company’s operations, especially at the Plant Location. Considering his long-standing association, professional expertise, and contribution to the Company’s growth, the

Annexure A

Information provided pursuant to requirements given under Regulation 36(3) of SEBI Listing Regulations and Secretarial Standard on the General Meetings in respect of individuals proposed to be appointed/ re-appointed as director(s):

==> picture [501 x 166] intentionally omitted <==

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Name of the Director Mr. Shashikant Shivanand Gulve
Date of Birth (Age) 7 [th] February, 1962 (63 years)
DIN 11208226
Date of Appointment 28/07/2025
Qualification Law Graduate
Directorship as on 31 [st] March, 2025 Kinetic Engineering Ltd.
Chairmanship/Membership of Committees of other Nil
Companies as on 31 [st] March, 2025
Shareholding of non-executive directors in the listed entity, Nil
including shareholding as a beneficial owner
----- End of picture text -----

64 | Kinetic Engineering Limited

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Corporate Overview Statutory Reports Financial Statements

==> picture [65 x 33] intentionally omitted <==

A brief resume of the director & nature of expertise in specific functional areas

Mr. Shashikant Gulve has been associated with the Company for over 35 years, contributing significantly in various capacities. A Law Graduate, he possesses extensive expertise in Labour Laws and Industrial Relations. He is presently associated with the Company’s Plant Location, where he heads the HR and Administration functions and is responsible for ensuring compliance with all labour lawrelated matters. His rich experience and deep understanding of legal and administrative functions make him a valuable addition to the Board.

disclosure of relationships between directors inter-se; There is no inter-se relationship between Mr. Gulve and other directors or Key Managerial Personnel (KMP) of the Company. names of listed entities in which the person also holds the Nil. directorship and the membership of Committees of the board along with listed entities from which the person has resigned in the past three years. In case of independent directors, the skills and capabilities NA. required for the role and the manner in which the proposed person meets such requirements.

Item No. 5: To approve the re-appointment of Mr. Jinendra Hirachand Munot (DIN: 00049838) as a Non-Executive Independent Director.

his consent to act as director. The Company has also received declarations from him that he meets the criteria of independence as prescribed under Section 149(6) of the Act and under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations’)

Mr. Jinendra Hirachand Munot was appointed as an Independent Director of the Company for a period of 5 (five) consecutive years up to 19[th] October, 2025. On the basis of the report of performance evaluation Nomination & Remuneration Committee (NRC) has recommended the re-appointment of Mr. Jinendra Hirachand Munot with effect from the conclusion of this AGM as an Independent Director, for a second term of 5 (five) years. NRC has considered his diverse skills, leadership capabilities, vast experience, his contribution towards the growth of the Company and other requisite parameters. In view of the above, NRC and Board are of the view that the continued association of Mr. Munot as an Independent Director, on the Board of the Company, would be of immense benefits to the Company. Based on the recommendation of NRC, the Board pursuant to the provisions of Sections 149, 150, 152 of the Act, and the Articles of Association of the Company, has recommended the re-appointment of Mr. Munot as an Independent Director, not liable to retire by rotation, on the Board of the Company, to hold office for a second term of 5 (Five) consecutive years commencing from 20[th] October, 2025 up to 19[th] October, 2030.

In the opinion of the Board, Mr. Munot fulfill the conditions for re-appointment as an Independent Director as specified in the Act and the SEBI Listing Regulations and he is independent of the management. Details of Mr. Munot, pursuant to the provisions of (i) SEBI Listing Regulations and (ii) Secretarial Standard on General Meetings (SS-2) issued by the Institute of Company Secretaries of India, are provided in ‘Annexure B’ to the Notice.

Mr. Munot along with his relative(s) is interested in the resolution set out at Item No. 5 of the notice with regard to his re-appointment. Save and except the above, none of the other Directors/ Key Managerial Personnel of the Company and/ or their relatives are, in any way, concerned or interested, financially or otherwise, in the resolution set out in Item No. 5 of this Notice.

This statement may also be regarded as an appropriate disclosure under the Act and the SEBI Listing Regulations. Basis the rationale and justification provided above the Board recommends the Special Resolution as set out at Item No. 5 of the Notice for approval of Members.

Mr. Munot is not disqualified from being appointed as director in terms of Section 164 of the Act and have given

Annexure B

Information provided pursuant to requirements given under Regulation 36(3) of SEBI Listing Regulations and Secretarial Standard on the General Meetings in respect of individuals proposed to be appointed/ re-appointed as director(s):

Name of the Director Mr. Jinendra Hirachand Munot
Date of Birth (Age) 4thAugust, 1952 (72 years)
DIN 00049838
Date of Appointment 20/10/2020
Qualifcation B.E. (Mech.), MS (Mech.)
Directorship as on 31stMarch, 2025 1.
Kinetic Engineering Ltd.
2.
The Modern Foundry and Machine Works Ltd.
3.
Varsha Forgings Private Limited
4.
KCTR Varsha Automotive Private Limited
Chairmanship/Membership
of
Committees
of
other
Companies as on 31stMarch, 2025
Nil
Shareholding of non-executive directors in the listed entity,
including shareholding as a benefcial owner
26,000 Equity Shares
A brief resume of the director & nature of expertise in
specifc functional areas
Mr. Jinendra Munot is a seasoned professional engineer with
over 46 years of extensive experience in the automotive
industry. He holds a Bachelor of Engineering (Mechanical),
a Master of Science (Mechanical) from the USA, and is an
Associate Member of the Institution of Engineers (AMIE), India.
Throughout his distinguished career, Mr. Munot has
demonstrated leadership and technical expertise across
various facets of automotive engineering and management.
In addition to his professional accomplishments, he was
recognized as India’s Champion Corporate Golfer in the
prestigious DS Group - Economic Times Leaders Challenge
Tour during 2008–09, refecting his well-rounded personality
and commitment to excellence.
disclosure of relationships between directors inter-se; There is no inter-se relationship between Mr. Munot and other
directors or Key Managerial Personnel (KMP) of the Company.
names of listed entities in which the person also holds the
directorship and the membership of Committees of the
board along with listed entities from which the person has
resigned in the past three years.
In case of independent directors, the skills and capabilities
required for the role and the manner in which the proposed
person meets such requirements.
Nil
Being an Independent Director of the Company, ethical and
high standards of conduct is of utmost importance which
enables directors to provide the challenge and rigor required
to help the Board achieve a comprehensive understanding of
information and options, as well as high standards of decision-
making. Keeping in view the above requirement, Board is in
the view that Mr. Munot will contribute to the Company which
will ultimately beneft the Company at a large.

66 | Kinetic Engineering Limited

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Corporate Overview

Statutory Reports Financial Statements

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Item No. 6: To approve the re-appointment of Mr. Venkataiah Madipalli (DIN: 00041420) as a Non-Executive Independent Director.

given his consent to act as director. The Company has also received declarations from him that he meets the criteria of independence as prescribed under Section 149(6) of the Act and under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations’)

Mr. Venkataiah Madipalli was appointed as an Independent Director of the Company for a period of 5 (five) consecutive years up to 9[th] February, 2026. On the basis of the report of performance evaluation Nomination & Remuneration Committee (NRC) has recommended the re-appointment of Mr. Venkataiah Madipalli with effect from the conclusion of this AGM as an Independent Director, for a second term of 5 (five) years. NRC has considered his diverse skills, leadership capabilities, vast experience, his contribution towards the growth of the Company and other requisite parameters. In view of the above, NRC and Board are of the view that the continued association of Mr. Madipalli as an Independent Director, on the Board of the Company, would be of immense benefits to the Company. Based on the recommendation of NRC, the Board pursuant to the provisions of Sections 149, 150, 152 of the Act, and the Articles of Association of the Company, has recommended the re-appointment of Mr. Madipalli as an Independent Director, not liable to retire by rotation, on the Board of the Company, to hold office for a second term of 5 (Five) consecutive years commencing from 10[th] February, 2026 to 9[th] February, 2031.

In the opinion of the Board, Mr. Madipalli fulfill the conditions for re-appointment as an Independent Director as specified in the Act and the SEBI Listing Regulations and he is independent of the management. Details of Mr. Madipalli, pursuant to the provisions of (i) SEBI Listing Regulations and (ii) Secretarial Standard on General Meetings (SS-2) issued by the Institute of Company Secretaries of India, are provided in ‘Annexure C’ to the Notice.

Mr. Madipalli along with his relative(s) is interested in the resolution set out at Item No. 6 of the notice with regard to his re-appointment. Save and except the above, none of the other Directors/ Key Managerial Personnel of the Company and/ or their relatives are, in any way, concerned or interested, financially or otherwise, in the resolution set out in Item No. 6 of this Notice.

This statement may also be regarded as an appropriate disclosure under the Act and the SEBI Listing Regulations. Basis the rationale and justification provided above the Board recommends the Special Resolution as set out at Item No. 6 of the Notice for approval of Members.

Mr. Madipalli is not disqualified from being appointed as director in terms of Section 164 of the Act and have

Annexure C

Information provided pursuant to requirements given under Regulation 36(3) of SEBI Listing Regulations and Secretarial Standard on the General Meetings in respect of individuals proposed to be appointed/ re-appointed as director(s):

==> picture [500 x 274] intentionally omitted <==

----- Start of picture text -----

Name of the Director Mr. Venkataiah Madipalli
Date of Birth (Age) 8 [th] August, 1942 (83 years)
DIN 00041420
Date of Appointment 10/02/2021
Qualification M.I.E. in Mechanical Engineering
Directorship as on 31 [st] March, 2025 Kinetic Engineering Ltd.
Chairmanship/Membership of Committees of other Companies Nil
as on 31 [st] March, 2025
Shareholding of non-executive directors in the listed entity, 37 Equity Shares
including shareholding as a beneficial owner
A brief resume of the director & nature of expertise in specific Mr. Venkataiah Madipalli is a seasoned Professional
functional areas Engineer with over 45 years of extensive experience in
the automotive industry. He holds an M.I.E. in Mechanical
Engineering from The Institute of Engineers of India.
Throughout his career, Mr. Madipalli has contributed
significantly to the development and growth of engineering
operations across various capacities, bringing in-depth
technical knowledge, leadership, and strategic insight
to every role he has undertaken. His vast expertise and
commitment to engineering excellence make him a
valuable asset to the company’s board.
----- End of picture text -----

disclosure of relationships between directors inter-se;

Names of listed entities in which the person also holds the directorship and the membership of Committees of the board along with listed entities from which the person has resigned in the past three years.

In case of independent directors, the skills and capabilities required for the role and the manner in which the proposed person meets such requirements.

Item No. 7: To appoint Mr. Dinesh Birla, Proprietor of M/s. Dinesh Birla & Associates Practicing Company Secretaries, as Secretarial Auditors of the Company.

In terms of the provisions of Section 204 and other applicable provisions, if any, of the Act, read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and in accordance with the provisions of Regulation 24A and other applicable provisions, if any, of the SEBI Listing Regulations, every listed entity is required to undertake Secretarial Audit by a Peer Reviewed Secretarial Auditors who shall be appointed by the Members of the Company, on the recommendation of the Board of Directors, for a period of five (5) consecutive years.

Accordingly, based on the recommendations of the Audit Committee, the Board of Directors, at its meeting held on 28[th] July, 2025 subject to the approval of member of the Company, approved the appointment of Mr. Dinesh Birla (FCS: 7658, CP No.: 13029) Proprietor of M/s. Dinesh Birla & Associates, Practicing Company Secretaries, Pune as the Secretarial Auditors of the Company, for a term of five (5) consecutive years, to hold the office of the Secretarial Auditors, effective from the conclusion of this meeting until the conclusion of the AGM to be held in the calendar year 2030.

M/s. Dinesh Birla & Associates had consented to their appointment as the Secretarial Auditors of the Company and have confirmed that they fulfil the criteria as specified in clause (a) of Regulation 24A(1A) of SEBI Listing Regulations including the test of independence and have further confirmed that they have not incurred any of disqualifications as specified by the Securities and Exchange Board of India. M/s. Dinesh Birla & Associates are primarily engaged in providing professional services in the field of Corporate Laws, SEBI Regulations, FEMA Regulations, including carrying out Secretarial Audit, Due Diligence Audit and Compliance Audit for various reputed companies. M/s. Dinesh Birla & Associates, Practicing Company Secretaries

There is no inter-se relationship between Mr. Madipalli and other directors or Key Managerial Personnel (KMP) of the Company. Nil

Being an Independent Director of the Company, ethical and high standards of conduct is of utmost importance which enables directors to provide the challenge and rigor required to help the Board achieve a comprehensive understanding of information and options, as well as high standards of decision-making. Keeping in view the above requirement, Board is in the view that Mr. Madipalli will contribute to the Company which will ultimately benefit the Company at a large.

is peer reviewed and quality reviewed by the Institute of Companies Secretaries of India.

The Proposed remuneration to be paid to M/s. Dinesh Birla & Associates, for the financial year 2025-26 is H 2,50,000/(Rupees Two Lacs and Fifty Thousand only) plus out of pocket expenses and applicable taxes. For the subsequent years, the Board of Directors will decide the remuneration based on recommendation of the Audit Committee. There is no material change in the fees payable to M/s. Dinesh Birla & Associates, from that paid to the previous Secretarial Auditors. Accordingly, consent of the members is sought for approval of the aforesaid appointment of the Secretarial Auditors.

None of the Directors and/ or Key Managerial Personnel of the Company and/ or their relatives are, in any way, concerned or interested, financially or otherwise, in the resolution set out at Item No. 7 of the Notice. Basis the rationale and justification provided above the Board recommends Ordinary Resolution as set out at Item No. 7 of the Notice for approval of Members.

Item No. 8: To approve material related party transaction(s) between the Company and Kinetic Watts and Volts Ltd.

Pursuant to the Provisions of Section 188 of the Companies Act, 2013 (“the Act”),the Companies (Meetings of Board and its Powers) Rules, 2014, the Related Party Transactions as mentioned in clause (a) to (g) of the said section require a Company to obtain approval of the Board of Directors and subsequently the Shareholders of the Company by way of an Ordinary resolution in case the value of the Related party transactions exceeds the stipulated thresholds prescribed in Rule 15 of the said Rules and transactions other than in Ordinary course of business and on arm’s length basis.

Regulation 23(4) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (“SEBI Listing Regulations”) provides that all material related party transactions and subsequent material modifications as

68 | Kinetic Engineering Limited

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Corporate Overview Statutory Reports Financial Statements

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defined by the audit committee under sub-regulation (2) of Regulation 23 shall require prior approval of the shareholders through resolution and no related party shall vote to approve such resolutions whether the entity is a related party to the particular transaction or not. A transaction with a related party shall be considered material, if the transaction(s) to be entered into individually or taken together with previous H 1,000 crores or transactions during a financial year, exceeds 10% of the annual consolidated turnover of the listed entity as per the last audited financial statements of the listed entity, whichever is lower.

the Company, whichever is lower, and hence, approval of the shareholders of the Company by way of an ordinary resolution mentioned at Item No. 8 are being sought.

The Audit Committee of the Company consisting only of Independent Directors, and the Board of Directors, have, based on relevant details provided by the management, held on 13[th] May 2025, reviewed and approved the said transaction(s), while noting that such transactions shall be on arms’ length basis and in the ordinary course of business and are in accordance with Related Party Transactions Policy of the Company.

The details of the aforesaid transactions are captured under “Annexure D” of this AGM Notice which are in the ordinary course of business and on arm’s length basis and are in accordance with Related Party Transactions Policy of the Company. These transactions are undertaken for smooth business operations and overall growth of the business of the Company.

The Board accordingly recommends the resolutions set out at Item No. 8 of this Notice for approval by the Members by way of an ordinary resolution. It is in the above context that the Resolutions No. 8 proposed for the approval of the Shareholders of the Company.

Mr. Arun Hastimal Firodia, Mrs. Jayashree Arun Firodia, Mrs. Sulajja Firodia Motwani and Mr. Ajinkya Arun Firodia may be deemed to be interested, financially or otherwise, in the resolution as set out at Item No. 8 of the Notice. Except these, none of the other Directors and Key Managerial Personnel are deemed to be concerned or interested, financially or otherwise in the proposed Ordinary Resolution.

The value of such transaction(s) (individually or taken together with previous transactions) for the proposed item no. 8, during the tenure of the resolution, may exceed H 1,000 crores or 10% of the annual consolidated turnover of the Company as per the last audited financial statements of

Annexure D

Annexure D Annexure D
The disclosures under Rule 15(3) (ii) of the Companies (Meetings of Board and its Powers) Rules, 2014, as amended as
enumerated herewith
Name of the related party Kinetic Watts and Volts Limited
Name of the Director or Key Managerial
Personnel who is related, if any
Mr. Ajinkya Arun Firodia, Mr. Arun Hastimal Firodia and Mrs. Jayashree
Arun Firodia may be deemed to be interested in the resolution. Except
them, none of the Directors, Key Managerial Personnel of the Company or
their respective relatives, are concerned or interested in the above said
resolution.
Nature of Relationship Kinetic Watts and Volts Limited is Direct Subsidiary of the Company &
hence a Related Party.
Nature, material terms, monetary value and
particulars of the contract or arrangements;
Value of the transaction (H) - Not exceedingH24.50 crores (whether by
way of an individual transaction or transactions taken together or series
of transactions or otherwise) for FY 2025-26. The transactions involves:
Sale, Purchase, Supply of goods /materials, Availing/rendering of services,
Receipt & Payment of Interest on Loans & Advances, Investments,
borrowings, lending, and other recurring transactions for furtherance of
business.
Any other information relevant or important
for the members to take a decision on the
proposed resolution.
All-important or relevant information has been provided in the foregoing
paragraphs of the explanatory statement.

The details of transactions as required under Regulation 23(4) of the Listing Regulations read with Section III-B of the SEBI Master Circular bearing reference no. SEBI/HO/ CFD/PoD2/CIR/P/2023/120 dated July 11, 2023 (“SEBI Master Circular”) are set forth below:

Sr. Particulars No.

Details

  1. Name of the related party and its relationship with Kinetic Watts and Volts Limited the listed entity or its subsidiary, including nature of (Material Subsidiary Company) its concern or interest (financial or otherwise)

  2. Name of Director(s) or Key Managerial Personnel who Mr. Ajinkya Arun Firodia, Mr. Arun Hastimal Firodia and Mrs. is related, if any Jayashree Arun Firodia may be deemed to be interested.

  3. Type, tenure, material terms and particulars. Sale, Purchase, Supply of goods /materials, Availing/ rendering of services, Receipt & Payment of Interest on Loans & Advances, Investments, borrowings, lending, and other recurring transactions for furtherance of business.

  4. Value of the transaction Value of the transaction ( H ) - Not exceeding H 24.50 crores (whether by way of an individual transaction or transactions taken together or series of transactions or otherwise) for FY 2025-26. The transactions involves.

  5. The percentage of the listed entity’s annual The transaction value at 4 above represents 16% of the consolidated turnover, for the immediately preceding annual consolidated turnover of the Company for FY202324.

financial year, that is represented by the value of the proposed transaction (and for a RPT involving a subsidiary, such percentage calculated on the basis of the subsidiary’s annual turnover on a standalone basis shall be additionally provided)

  1. Details of the transaction relating to any loans, interNot Applicable. corporate deposits, advances or investments made or given by the listed entity or its subsidiary i) Details of the source of funds in connection with the Own Funds. proposed transaction. ii) where any financial indebtedness is incurred to Not Applicable. make or give loans, inter-corporate deposits, advances or investments • nature of indebtedness; • cost of funds; and • tenure; iii) applicable terms, including covenants, tenure, Not Applicable. interest rate and repayment schedule, whether secured or unsecured; if secured, the nature of security; and iv) the purpose for which the funds will be utilized KWVL will use the funds for its growth strategy and business by the ultimate beneficiary of such funds pursuant to expansion. the RPT

  2. Justification as to why the RPT is in the interest of the These transactions are undertaken in the ordinary course of listed entity. business and on an arm’s length basis, enabling operational efficiency, cost optimization, and effective utilization of resources. They provide financial flexibility, strengthen business synergies, and support timely execution of operations, thereby contributing to the company’s growth, profitability, and long-term stakeholder value, and are thus in the best interest of the listed entity. Accordingly the transactions are in the interest of both the parties.

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Corporate Overview Statutory Reports Financial Statements

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Sr.
No.
Particulars Details
8. Any valuation or other external party report relied
upon by the listed entity in relation to the transactions
Not Applicable.
9. Any other information that may be relevant All-important or relevant information has been provided in
the foregoing paragraphs of the explanatory statement.
By Order of the Board of Directors
ForKinetic Engineering Limited
S/d
Arun Hastimal Firodia
Date: 4thAugust, 2025 Chairman
Place: Pune (DIN: 00057324)

*Members are requested to support the “Green Initiative” by registering their email address with the Registrar & Share Transfer Agent (RTA)/ Company, if not already done.

Directors Report

Your Directors are pleased to present the 54[th] (Fifty Fourth) Annual Report of Kinetic Engineering Limited (KEL) along with the Audited Financial Statements (Standalone as well as Consolidated) for the financial year ended 31[st] March, 2025. This Board’s Report is prepared based on the standalone financial statements of the Company and presents the key highlights of performance of subsidiary and their contribution to the overall performance of the Company during the year under review.

  1. FINANCIAL SUMMARY AND HIGHLIGHTS

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1. FINANCIAL SUMMARY AND HIGHLIGHTS ( H in Lakhs)
Particulars 31 [st] March, 2025 31 [st] March, 2024
Total Income 15,423.75 15,199.38
1,813.34 1,724.81
Profit/(Loss) before Interest, Depreciation, Tax and Other Amortizations
(“EBIDTA”)
Less : Depreciation and Amortization Expenses 649.80 642.09
Finance Cost 490.21 545.28
Tax Expenses – Net - -
Profit/(Loss) for the year 673.33 537.44
Other Comprehensive Income (19.05) (20.15)
Total comprehensive income/(loss) for the year 654.28 517.29
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During the financial year, your Company has achieved net profit of H 654.28 Lakhs, a 26.48% jump over the previous year’s profit. It also achieved revenue of H 15,423.75 lakhs as compared to last year’s revenue of H 15,199.38 Lakhs.

4. STATE OF THE COMPANY’S AFFAIRS

The performance of businesses is detailed out in the Management Discussion and Analysis Report, which forms part of the Annual Report.

  1. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY, HAVING OCCURRED SINCE THE END OF THE YEAR AND TILL THE DATE OF THE REPORT

Your company continues to pursue its strategy of adding new strategic customers & programs and exports led growth while investing in cost saving initiatives and improved profitability.

  1. AMOUNT, IF ANY, WHICH THE BOARD PROPOSES TO CARRY TO ANY RESERVES

There were no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of this report.

Your Directors do not propose to transfer any amounts to the general reserves of the Company, instead have recommended to retain the entire profits for the financial year ended 31[st] March, 2025 in the profit and loss account.

6. CHANGE IN THE NATURE OF BUSINESS

The Company has not changed its nature of business during the financial year ended 31[st] March, 2025.

3. DIVIDEND

7. CAPITAL AND DEBT STRUCTURE

Considering the future business expansion & growth of the Company Board does not recommend any dividend for the Financial Year 2024-25. Your Company’s policy on Dividend Distribution is available at www.kineticindia. com/policies under Investor Relations Section.

Authorized share capital

There was no change in authorized share capital of the Company. The Authorized share capital of the Company at year end H 1,95,90,82,530/- comprises of Equity and Preference shares.

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Corporate Overview Statutory Reports Financial Statements

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Amount 23,41,10,910 0 0 0 0 0 0
0 0 0 0 0 0
Paid Up Capital
No. of Shares 2,34,11,091
Amount 23,41,10,910 0 0 0 0 0 0
0 0 0 0 0 0
Subscribed Capital
No. of Shares 2,34,11,091
Amount 23,89,33,840 0 0 0 0 0 0
0 0 0 0 0 0
Issued Capital
No. of Shares 2,38,93,384
Amount 53,01,39,320 96,00,000 5,39,60,010 7,64,82,250 4,99,98,000 1,59,12,000 1,22,29,90,950
80,000
Authorised Capital
No. of Shares 5,30,13,932 8,30,154 11,76,650 3,20,500 1,02,000 12,22,99,095
Value Per Share 10 120 65 65 156 156 10
Subscribed and Paid-up share capital Issued, subscribed and paid-up share capital of the Company at the year end is as follows. Class of Shares Equity Shares 8.00% Optionally Convertible Cumulative Preference Shares Optionally Convertible Cumulative Preference Shares 8.5% New Optionally Convertible Cumulative Preference Shares Redeemable Cumulative Preference Shares Optionally Convertible Cumulative Preference Shares Preference Shares
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During the year following changes were made in Share Capital:

  • Board in their meeting held on 21/01/2025 converted 80,000 Optionally Convertible Cumulative Preference Shares (OCCPS) into Equity Shares Capital.

  • Board in their meeting held on 27/03/2025 redeemed all the outstanding fully paid up Preference Shares through the proceeds of convertible warrants amounting H 19,63,52,260/-

  • Board in their meeting held on 27/03/2025 issued the 93,56,725 Convertible Warrants (“Warrants”) by way of Preferential Issue.

  • Board in their meeting held on 29/03/2025 converted 11,69,591 warrants into equity shares and made allotment of the 11,69,591 equity shares.

  • Board in their meeting held on 09/04/2025 issued the 4,00,000 Convertible Warrants (“Warrants”) by way of Preferential Issue.

8. INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to the Section 124 applicable provisions of the Companies Act, 2013, read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (“IEPF Rules”), all the unpaid or unclaimed dividends are required to be transferred to the IEPF established by the Central Government, upon completion of seven (7) years. Further, according to the Investor Education & Protection Fund (“IEPF”) Rules, the shares in respect of which dividend has not been paid or claimed by the Shareholders for seven (7) consecutive years or more shall also be transferred to the demat account created by the IEPF

Authority. Your Company does not have any unpaid or unclaimed dividend which is required to be transferred to the IEPF as on the date of this Report.

9. MANAGEMENT

Directors and Key Managerial Personnel

As on 31[st] March, 2025 our Board comprised of eight members, headed by a Non- Executive Chairman, One Executive Director and Six Non-Executive Directors, where in five are Independent Directors. The composition of Board is in accordance with the requirements of Listing Regulations 2015 & Companies Act, 2013.

Changes in Directors and Key Managerial Personnel during year

Mr. Rohit Prakash Bafana has completed his term as an Independent Director in Company and consequently ceased to be a Director of the Company with effect from 13[th] February, 2024. The board has appointed

him as an Independent Director w.e.f. 30[th] May, 2024 and subsequently members approved his appointment through postal ballot dated 30[th] June, 2024. Further Mrs. Sulajja Firodia Motwani resigned from the directorship of the company with effect from 3[rd] October, 2024.

In the last AGM held on 30[th] September, 2024 shareholder approved the reappointment of Mrs. Jayashree Arun Firodia as a Non-Executive Director. Further Board proposed the reappointment of Mr. Jinendra Hirachand Munot, Independent Director for second term of 5 (Five) consecutive years commencing from 20[th] October, 2025 up to 19[th] October, 2030. Further Board proposed the reappointment of Mr. Venkataiah Madipalli, Independent Director for second term of 5 (Five) consecutive years commencing from 10[th] February, 2026 to 9[th] February, 2031.

  • Mr. Ajinkya Arun Firodia, Director of the Company, who retires by rotation, being eligible, offers himself for reappointment at the ensuing Annual General Meeting. Further Mr. Shashikant Shivanand, who was appointed as an Additional Director (Non-Executive, NonIndependent) of the Company on 28[th] July, 2025, holds office up to the ensuing Annual General Meeting and, being eligible, offers himself for appointment.

During the year Mr. Ajinkya Arun Firodia step down from the position of the Chief Financial Officer with effect from 14[th] February, 2025 and Mr. Vinayak Jayaram Shevade appointed as a Chief Financial Officer of the company with effect from 15[th] February, 2025.

Declaration given by Independent Directors

The independent directors have submitted a declaration of independence, stating that they meet the criteria of independence as provided under section 149(6) of the Companies Act, as amended, and regulation 16 of the SEBI Listing Regulations.

The independent directors have also confirmed compliance with the provisions of rule 6 of Companies (Appointment and Qualifications of Directors) Rules, 2014, as amended, relating to inclusion of their name in the databank of independent directors. The Board took on record the declaration and confirmation submitted by the independent directors regarding them meeting the prescribed criteria of independence, after undertaking due assessment of the veracity of the same in terms of the requirements of regulation 25 of the SEBI Listing Regulations.

Lead Independent Director

Mr. Jinendra Hirachand Munot acts as the “Lead Independent Director” and co-ordinates with the company senior management on behalf of the other independent directors for various information flow and advising on improvement areas, among others.

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Corporate Overview Statutory Reports Financial Statements

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Familiarization Program for Independent Directors

The Company has in place a familiarization program for its Independent Directors. The objective of the program is to familiarize Independent Directors on our Board with the business of the Company, industry in which the Company operates, business model, challenges etc. through various programs which includes interaction with subject matter experts within the Company, meetings with our functional leads etc. on regular basis.

Statement regarding Opinion of the Board with regard to Integrity, Expertise and Experience (Including the Proficiency) of the Independent Directors appointed during the Year

During the year Mr. Rohit Prakash Bafana was appointed as an independent Director of the Company. In the opinion of the Board, there has been no change in the circumstances which may affect his status as Independent Directors of the Company and the Board is satisfied of the integrity, expertise and experience (including proficiency in terms of Section 150(1) of the Act and applicable rules thereunder) of Independent Directors on the Board.

Board Meetings

The Board met Seven (7) times during the financial year 2024-25 viz. 30[th] May 2024, 14[th] August 2024, 14[th] November 2024, 21[st] January 2025, 14[th] February 2025, 27[th] March 2025 and 29[th] March 2025.

Audit Committee

All the Committee members are Non-Executive Independent Directors. All the Members of the Committee possess sufficient accounting and financial management knowledge. The Company Secretary of the Company is the Secretary of the Committees also. The recommendations of the Audit Committee during the year were accepted by the Board.

Nomination & Remuneration Committee

All the Committee members are Non-Executive Independent Directors. The Company Secretary of the Company is the Secretary of the Committees also. The recommendations of the Committee on the director remuneration during the year were accepted by the Board.

Board Diversity and Policy on Director’s Appointment and Remuneration

Your Company have always strived for relevant diversity in the Board representing a healthy mix of gender & experience. The policy on ‘Nomination and Remuneration’ and ‘Board Diversity’ adopted by the Board sets out the criteria for determining qualifications, positive attributes and independence while evaluating a person for appointment / reappointment as a Director or as KMP, with no discrimination on the grounds of gender, race or ethnicity, nationality or country of origin.

The detailed Nomination & Remuneration Policy is annexed as Annexure-IV and forms part of this Report and is also available on the website of the www.kineticindia. com/policies under Investor Relations Section.

Stakeholders Relationship Committee

The Committee assists the Board and the Company in maintaining healthy relationships with all stakeholders. All the Committee members are Non-Executive Independent Directors. The Company Secretary of the Company is the Secretary of the Committees also.

Risk Management Committee

The Company was not covered under the regulation 21 of the Securities & Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015. Hence it’s not required to form Risk Management Committee.

Formal Annual Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Listing Regulations, 2015, Independent Directors at their discussion, without the participation of the NonIndependent Directors and Management, evaluated the Boards’ performance, Performance of the Chairman and other Non-Independent Directors.

The Board subsequently evaluated its own performance, the working of its Committees (Audit, Nomination and Remuneration and Stakeholders Relationship Committee) and Independent Directors (without participation of the relevant Director).

The criteria for performance evaluation have been detailed in the Corporate Governance Report which forms part of the Annual Report.

Directors’ Responsibility Statement

Pursuant to Section 134(5) of the Companies Act, 2013, your Directors, based on the representations received from the Operating Management, and after due enquiry, confirm that:

  • (a) In the preparation of the annual accounts for the Financial Year ended 31[st] March, 2025 the applicable accounting standards have been followed along with proper explanation relating to material departures;

  • (b) The Directors had in consultation with Statutory Auditors, selected 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[st] March, 2025;

  • (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 irregularities;

  • (d) The Directors have prepared the annual accounts on a going concern basis;

  • (e) The Directors have laid down adequate Internal Financial Controls to be followed by the Company and such Internal Financial Controls were operating effectively during the Financial Year ended 31[st] March, 2025;

  • (f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively throughout the Financial Year ended 31[st] March, 2025.

10. INTERNAL FINANCIAL CONTROLS

The Company has adequate internal control system commensurate with its size and nature of business for ensuring efficiency of operations, adherence to management policies and protection of company’s assets. The Company’s Audit Committee periodically reviews the internal control systems and compliance with Company’s policies, procedures and laws.

11. DISCLOSURES RELATING TO SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

As of 31[st] March, 2025 your Company have one subsidiary company i.e. Kinetic Watts and Volts Limited. The statement under Section 129(3) of the Companies Act, 2013 in respect of the subsidiaries in Form AOC-1 is attached as Annexure III. The Consolidated Accounts of your Company duly audited by the Statutory Auditors are presented as part of this Report. Apart from this subsidiary Company does not have any other subsidiary, associate or a joint venture company.

12. DEPOSITS

During the year under review, your Company had not accepted any deposits within the meaning of provisions of Chapter V – Acceptance of Deposits by Companies of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

13. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in Note 4 & 5 of Notes to the Financial Statements.

14. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the year under review, your Company has undertaken Related Party Transaction which are executed in the ordinary course of business and at arm’s length basis. As required under the Listing Regulations,

2015, Related party transactions are placed before the Audit Committee for approval. At the beginning of the financial year, prior approval of the Audit Committee is obtained on an omnibus basis for continual transactions. The corresponding actual transactions then become a subject of review by the Committee at subsequent meetings.

There has been no materially significant Related Party Transactions during the year under review, having potential conflict with the interest of the Company. Necessary disclosures required under the Accounting Standard (AS) have been made in the Notes to the Financial Statements for the year ended 31[st] March, 2025.

Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014), the statement containing details of the related party transaction at the arm’s length in the Form AOC-2, has been attached to this report as Annexure II.

Pursuant to Regulation 23(9) of the Listing Regulations, the Company has filed the half yearly reports on related party transactions with the stock exchanges on which the shares of the Company are listed.

The policy on Related Party Transactions as approved by the Board is available on the Company’s website at www.kineticindia.com/policies under Investor Relations Section.

15. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company is not having a net worth of H 500 Crores or more or its turnover does not exceed H 1,000 Crores or H 5 Crores or more more or its net profit does not exceed and hence, it is not required to frame a CSR policy or spend amount on CSR as per the provisions of Section 135 of Companies Act, 2013.

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

The information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo as required under section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished as Annexure I to this Report.

17. DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY

The Management has put in place adequate and effective system and man power for the purpose of risk management. To identify the risk associated with the Company well in advance and implement appropriate mechanism to mitigate the risk is an essence of business. The management and every employee of the Company is committed to observe the risk management techniques.

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Corporate Overview

Statutory Reports Financial Statements

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18. MATERIAL ORDERS OF JUDICIAL BODIES / REGULATORS

There are no significant and material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company.

19. AUDITORS

Statutory Auditor

The Board has approved the appointment of M/s Pawan Jain & Associates (FRN: 0107867W) Chartered Accountants, Pune to hold office for five years until the conclusion of Annual General Meeting to be held in the calendar year 2027 in accordance with the provisions of Section 139 of the Companies Act, 2013.

Auditors’ Report

There are no qualifications, reservations or adverse remarks made by M/s Pawan Jain & Associates, Statutory Auditors, in their report for the financial year ended 31[st] March, 2025.

Pursuant to the provisions of Section 143(12) of the Companies Act, 2013, the statutory auditors have not reported any incident of fraud to the Audit Committee during the year under review.

Secretarial Audit

Mr. Dinesh Birla, proprietor of M/s. Dinesh Birla and Associates, Practicing Company Secretaries was appointed by the Board to conduct the audit of the Company’s Secretarial Records in respect of the financial year 2024-25 (Refer Annexure - VI).

Pursuant to the provisions of Section 143(12) of the Companies Act, 2013, the secretarial auditors have not reported any incident of fraud to the Audit Committee during the year under review.

Secretarial Auditor

In line with the amended Regulation 24A of the Listing Regulations, the Board has approved the appointment of Mr. Dinesh Birla, Proprietor of M/s. Dinesh Birla & Associates, as the Secretarial Auditors of the Company for a term of 5 consecutive years with effect from FY 2025-26 to FY 2029-30 subject to approval of the shareholders at ensuing AGM.

Cost Records and Cost Audit

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Companies Act, 2013 are not applicable for the business activities carried out by the Company.

20. COMPLIANCE WITH SECRETARIAL STANDARD

The Company generally complies with all the applicable Secretarial Standards issued by the Council of the Institute of Company Secretaries of India.

21. CORPORATE INSOLVENCY RESOLUTION PROCESS

Neither any application was made, nor any proceeding is pending under the Insolvency and Bankruptcy Code, 2016, against the Company.

During the year the Company has not made any application under the Insolvency and Bankruptcy Code, 2016 and no proceeding is pending under the Code.

22. EXTRACT OF ANNUAL RETURN

Pursuant to the provisions of Section 134(3) (a) and Section 92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the draft of the Annual Return of the Company for the financial year 31[st] March, 2025 is uploaded on the website of the Company and can be accessed at www. kineticindia.com under Investor Relations Section.

23. ONE TIME SETTLEMENT AND VALUATION

During the year the Company has not made any onetime Settlement and Valuation.

  1. DISCLOSURES PERTAINING TO THE SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place, the requisite Internal Committee as envisaged in the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. No complaints on the issues covered by the above Act were received, during the year. During the year Company conducted multiple training session and programs for stakeholders on the prevention of sexual harassment at work place.

POSH Policy of the Company is available on the Company’s website at www.kineticindia.com/policies under Investor Relations Section.

25. THE NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR

During the year no companies come or ceased to be its subsidiaries, joint ventures or associate companies.

  1. REMUNERATION OF THE DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP) / EMPLOYEES: The information required under Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure V and forms part of this Report.

27. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM

Your Company has established a Vigil Mechanism/ Whistle Blower Policy to enable stakeholders (including Directors and employees) to report unethical behaviour, actual or suspected fraud or violation of the Company’s Code of Conduct. The Policy provides adequate safeguards against victimization of Director(s)/employee(s) and direct access to the Chairman of the Audit Committee in exceptional cases. The Protected Disclosures, if any reported under this Policy will be appropriately and expeditiously investigated by the Chairman.

Your Company hereby affirms that no Director/Employee have been denied access to the Chairman of the Audit Committee and that no complaints were received during the year. The Policy can be accessed from the company’s website at www.kineticindia.com/policies under Investor Relations Section.

28. OTHER DISCLOSURES

Consolidated Financial Statements: The Consolidated financial statements of the Company and its subsidiaries for FY 2024-25 are prepared in compliance with the applicable provisions of the Companies Act, 2013 and as stipulated under Regulation 33 of the Listing Regulations as well as in accordance with the Indian Accounting Standards notified under the Companies (Indian Accounting Standards) Rules, 2015. The audited consolidated financial statements together with the Independent Auditor’s Report thereon forms part of this Annual Report.

Internal Audit: The Company has the Internal Audit department which provides an appropriate level of assurance on the design and effectiveness of internal controls, its compliance with operating systems and policies of the Company at all locations. Based on the internal audit report, process owners undertake corrective actions in their respective areas and thereby strengthen the controls. Significant audit observations and corrective measures thereon are presented to the Audit Committee.

Credit Rating of Securities: CRISIL Ratings has assigned its ‘CRISIL BB+/Stable’ rating to the bank facilities of Kinetic Engineering Limited (KEL).

Total Bank Loan Facilities Rated H 25 Crore Long Term Rating CRISIL BB+/Stable (Reaffirmed) Industrial Relations: During the year under review, the industrial relations remained cordial.

Accounting treatment in preparation of financial statements: The financial statements of the Company have been prepared in accordance with Indian Accounting Standard (“Ind AS”) notified under the Companies (Indian Accounting Standards) Rules, 2015 and Companies (Indian Accounting Standards) Amendment Rules, 2016 read with Section 133 of the Companies Act, 2013.

Listing Fees: Your Company has paid requisite annual listing fees to BSE Limited (BSE) where its securities are listed.

Amendment Rules, 2016 read with Section 133 of the
Companies Act, 2013.
Listing Fees:Your Company has paid requisite annual
listing fees to BSE Limited (BSE) where its securities
are listed.
Amendment Rules, 2016 read with Section 133 of the
Companies Act, 2013.
Listing Fees:Your Company has paid requisite annual
listing fees to BSE Limited (BSE) where its securities
are listed.
Return on Equity:Return on Equity of the Company for
last three years -
Year % of ROE (Standalone Basis)
2024-25 8.23
2023-24 12.12
2022-23 15.10

Details of revision of financial statement or the Report: There was no revision in the Financial Statements.

Director Knowledge Session: During the year under the review Company conducted session on topic likes future economic outlook in automobile industry, legal & regulatory updates, skill & knowledge improvements etc. Majority directors attained these sessions.

29. ADDITIONAL DISCLOSURES UNDER LISTING REGULATIONS

Statement of deviation or variation: There was no deviation or variation in connection with certain terms of preferential issue, OCCPS, etc.

Management Discussion and Analysis Report: Management Discussion and Analysis as required under Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) is provided separately in the Annual Report.

Corporate Governance Report: Your Directors are pleased to report that your Company strives to ensure that best corporate governance practices are identified, adopted and consistently followed. Your Company believes that good governance is the basis for sustainable growth of the business and for enhancement of stakeholder’s value. Pursuant to Regulation 34 of SEBI (Listing

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Corporate Overview

Statutory Reports Financial Statements

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Obligations and Disclosure Requirements) Regulations, 2015, a separate Section titled Report on Corporate Governance has been included in this Integrated Annual Report and the certificate of M/s. Pawan Jain & Associates., Chartered Accountants, Pune the Statutory Auditors of the Company certifying compliance with the conditions of Corporate Governance as stipulated under relevant Regulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is obtained and annexed with the report on Corporate Governance.

Suspension of Trading: The Company’s securities were not suspended for trading during the year.

30. ACKNOWLEDGEMENT

The Directors’ express their sincere thanks to Central & State Governments, Financial Institutions, banks who

have extended their support in form of Credit Facilities, suppliers and stakeholders for the support extended to the Company and also wish to place on record their appreciation of the dedicated services rendered by the employees of the Company.

On behalf of the Board of Directors For Kinetic Engineering Limited

S/d Arun Hastimal Firodia Date: 4[th] August, 2025 Chairman Place: Pune (DIN: 00057324)

Annexure I

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

[Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014]

A.) Conservation of Energy:

  1. Details of steps taken during previous year for conserving electrical energy:

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Sr. Point Details Saving Saving Amount
No. (In H )
1 Maximum demand control against sanction of 2500 KVA 2062KVA -
2 Ideal machine cut off by introducing timers 7260KWH 66,719
3 Energy efficient tube light to be replacing 250 W Mercury fittings 44700 KWH 4,42,977
4 Maintaining power factor throughout year 0.96
5 We start solar plant (16/2/22) and generate unit. 1904733KWH 7352269
6 Solar Generation for next year projected approx. 21,60,000 83,37,600
7 Switch off Lights, Fan, Machines, Air Valves when not required Done Done
6 Oil Leakage Arrest 1 1
8 Air Leakage to be stopped and Fixing Air Gun as per requirement 1 1
9 Daily Shopwise, Cell wise Energy Audit and Record Done -
10 We have replaced one Energy saving Screw Compressor 750 CFM,110 KW 2,01,600 KWH 18.14
motor, Instead of CPT compressor 150 KW slipring Induction Motor
----- End of picture text -----

  1. Steps taken by the Company for utilizing alternative sources of energy: Due to solar initiative we generate approx. next year 21,60,000 unit (approx. saving p.a. H 83,37,600).

  2. Capital Investment in energy conservation: Nil

B.) Technology Absorption:

  1. The efforts made towards technology absorption:

  2. Production ox Axles and gear boxes for Ev application ram-up.

  3. More customers approached for Ev gear boxes with their desired ratios,

  4. Fully upgraded assembly lines for MTBL and Ashok Leyland gear boxes

  5. Torque controlled guns for gear box assembly line,

  6. Full new line productionised for Electric two-wheel chassis and other parts,

  7. Put into production fully upgraded paint shop for Scooter frame and body panels,

  8. Auto gauging systems introduced for AAM Spline Yoke and Stub shaft inspection,

  9. New Robot type welding line for Scooter frame in trial stage,

  10. Introduction of new spot welding setup for panels in trials,

  11. Instalation of two new presses for Body panel stamping,

  12. Upgradation of Bore , face & cone grinding machine,

  13. Introduction of seat check Pokayoka for pointing machines,

  14. New Spectrometer and microhardness tester introduced,

  15. Induction hardening of Gear box parts insourcing with new machine,

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Corporate Overview Statutory Reports Financial Statements

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  1. Benefits derived as a result of the above efforts:

  2. Cost saving shown in last column of energy conservation

  3. Use of solar power with green energy to minimize pollution

  4. Use of electric heating against oil/ diesel to reduce pollution, and cost saving for new technology

  5. In-house Skill development

Annexure II

Form AOC – 2

Details of Related Party Transaction

(Pursuant to Section 134(3)(h) of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014)

  • Increased business from Ev market which is the future of automobiles

  • Upgradation in assembly and machine shop helps to ensure Zero defect in products,

  • New technology in welding ensures defect free products with desired volumes,

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

  • The expenditure incurred on Research and Development: H 200 Lakhs (Previous Year H 206 Lakhs)

C.) Foreign Exchange Earnings and Outgo:

The Company continues to strive to improve its export earnings. The information on foreign exchange earnings and outgo for the year under review are as under:

S. N. Particulars Hin Lakhs
1 Total foreign exchange earned in terms of actual infows 4,332.75
2
Total foreign exchange outgo in terms of actual outfows
10.77
On behalf of the Board of Directors
ForKinetic Engineering Limited
Date: 4thAugust, 2025
Place: Pune
S/d
Arun Hastimal Firodia
Chairman
(DIN: 00057324)

Form for disclosure of particulars of contracts/arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arm’s length transactions under third proviso thereto.

  1. Details of contracts or arrangements or transactions not at arm’s length basis:
(a) Name(s) of the relatedpartyand nature of relationship There were no
transactions or
arrangements
which were not at
arm’s length, and
which were not in
the ordinary course
of business during
fnancial year 2024-
25.
(b) Nature of contracts/arrangements/transactions
(c) Duration of the contracts/arrangements/transactions
(d) Salient terms of the contracts or arrangements or transactions includingthe value, if any
(e) Justifcation for enteringinto such contracts or arrangements or transactions
(f)
Date of approval bythe Board
(g) Amountpaid as advances, if any:
(h) Date on which the special resolution was passed in general meeting as required under frst
proviso to section 188

2. Details of material contracts or arrangement or transactions at arm’s length basis:

(a) Name(s) of the relatedpartyand nature of relationship There were no
material (exceeding
10% of consolidated
turnover) contracts
or arrangements or
transactions entered into
during the year ended
31stMarch, 2025.
(b) Nature of contracts/arrangements/transactions
(c) Duration of the contracts/arrangements/transactions
(d) Salient terms of the contracts or arrangements or transactions including the value, if
any
(e) Date of approval bythe Board
(f) Amount paid as advances, if any:

On behalf of the Board of Directors For Kinetic Engineering Limited

Date: 4[th] August, 2025 Place: Pune

S/d Arun Hastimal Firodia Chairman (DIN: 00057324)

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Corporate Overview Statutory Reports Financial Statements

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Annexure - III

Form AOC-1

Statement containing salient features of the Financial Statement of Subsidiaries or Associate Companies or Joint Ventures

(Pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 of Companies (Accounts) Rules, 2014)

Part A Subsidiaries

==> picture [500 x 230] intentionally omitted <==

----- Start of picture text -----

1. Name of the Subsidiary Kinetic Watts And Volts Limited
2. Reporting period for the subsidiary concerned, if different from the holding 1 [st] April, 2024 to 31 [st] March, 2025
Company’s reporting period
3. Reporting currency and Exchange rate as on the last date of the relevant Reporting Currency – Indian Rupees
financial year in the case of foreign subsidiaries.
Financial Details as on 31 [st] March, 2025 Amount in H In Lakhs
4. Paid Up Share Capital 3,783.60
5. Reserves & Surplus (77.18)
6. Total Assets 4,027.39
7. Total Liabilities 4,027.39
8. Investments 0
9. Turnover 0
10. Profit before taxation (50.76)
11. Provision for taxation 0
12. Profit after taxation (50.76)
13. Proposed Dividend 0
14. % of Shareholding 61.63
----- End of picture text -----

Notes:

  1. Names of subsidiaries which are yet to commence operations - Nil

  2. Names of subsidiaries which have been liquidated or sold during the year – Nil

  3. Part B of the Annexure is not applicable as there are no Associate Companies / Joint Ventures of the Company as on 31[st] March, 2025.

On behalf of the Board of Directors For Kinetic Engineering Limited

S/d Arun Hastimal Firodia Chairman (DIN: 00057324)

Date: 4[th] August, 2025 Place: Pune

Annexure - IV

Policy on Directors Appointment and Remuneration

Further the Nomination and Remuneration Committee shall have the authority to investigate into any matter in relation to the items specified under the terms of reference or such other matter as may be referred to it by the Board and for this purpose, shall have full access to information contained in the records of the Company and shall have power to obtain external professional advice, if necessary.

1. PREAMBLE

The Vision statement of the Company itself is “To give better life to our people”. Monetary compensation has always been one of the motivational aspect of every employee in every industry. It is the endeavour of the Company to follow the best trade practices and to pay appropriate remuneration to the Directors, KMP’s and all the employees of the Company. The Company strives that its Nomination and Remuneration policy should attract, motivate and retain its manpower and provide a better work environment. Considering all these factors this Nomination and Remuneration Policy is being formulated in compliance with Section 178 of the Companies Act, 2013 and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. This policy on Nomination and Remuneration of Directors, Key Managerial Personnel and Senior Management has been formulated by the Nomination and Remuneration Committee (NRC or the Committee) and has been approved by the Board of Directors.

3. CONSTITUTION OF THE NOMINATION AND REMUNERATION COMMITTEE

The Board of Directors of the Company shall constitute the Nomination and Remuneration Committee as in line with the requirements of the Companies Act, 2013 and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. The Chairman of the Committee shall be an Independent Director. However, the chairperson of the Company (whether executive or nonexecutive) may be appointed as a member of the Nomination and Remuneration Committee but shall not chair such Committee. The Board has the authority to reconstitute the committee from time to time.

2. OBJECTIVE

The Nomination and Remuneration Policy shall be in compliance with Section 178 of the Companies Act, 2013 and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. The objective of this policy is to lay down a framework in relation to remuneration of Directors, KMP, Senior Management Personnel and other Employees. The Key Objectives of the policy would be:

4. DEFINITIONS

  • “Regulations” means SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

“Act” means the Companies Act, 2013 and Rules framed thereunder, as amended from time to time. “Board” means Board of Directors of the Company.

“Directors” mean Directors of the Company. “Company” means Kinetic Engineering Limited.

  • Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy relating to the remuneration of the directors, key managerial personnel and other employees;

“Independent Director” means a Director as specified in Section 149(6) of the Companies Act, 2013 and Regulation 16(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

  • Formulation of criteria for evaluation of independent directors and the Board;

“Key Managerial Personnel” means Managing Director, or Chief Executive Officer or Manager and in their absence, a Whole-Time Director; Chief Financial Officer; Company Secretary; and Such other officer, not more than one level below the directors who is in whole time employment and designated as KMP by the Board

  • Devising a policy on Board diversity; and

  • Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the Board their appointment and removal.

Unless the context otherwise requires, words and expressions used in this policy and not defined herein but defined in the Companies Act, 2013 and, as may be amended from time to time, shall have the meaning respectively assigned to them therein.

  • Performing such other activities as may be delegated by the Board of Directors and/ or are statutorily prescribed under any law to be attended to by the Nomination and Remuneration Committee.

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5. APPOINTMENT CRITERIA AND QUALIFICATIONS

  • The appointment of Director, KMP or at Senior Management level should be identified and ascertained based on the integrity, qualification, expertise and experience of the personnel.

  • A person should possess adequate qualification, expertise and experience for the position he/she is considered for appointment. The Committee has discretion to decide whether the qualification, expertise and experience possessed by a person is sufficient / satisfactory for the concerned position.

  • The Company shall not appoint or continue the employment of any person as Whole- Time Director who has attained the age of seventyfive years. Provided that the term of the person holding this position may be extended beyond the age of seventy-five years with the approval of shareholders by passing a special resolution based on the explanatory statement annexed to the notice for such motion indicating the justification for extension of appointment beyond seventy years.

  • A whole-time KMP of the Company shall not hold office in more than one company except in its subsidiary company at the same time. However, a whole-time KMP can be appointed as Director in any company, with the permission of the Board of Directors of the Company.

6. TERM/TENURE

Managing Director/Whole-Time Director: The Company shall not appoint or reappoint any person as Managing Director or Whole- Time Director for a term not exceeding 5 years. No reappointment shall be made earlier than one year before the expiry of the term.

Independent Director: An Independent Director shall hold office for a term, up to five consecutive years on the Board of the Company and will be eligible for reappointment on passing of a special resolution by the Company. No Independent Director shall hold office for more than two consecutive terms of up to maximum of 5 years each, but such Independent Director shall be eligible for appointment after expiry of three years of ceasing to become an Independent Director. Provided that an Independent Director shall not, during the said period of three years, be appointed in or be associated with the Company in any other capacity, either directly or indirectly.

7. REMOVAL

Due to reasons for any disqualifications mentioned in the Act or under any other applicable Act, rules and regulations thereunder, the Committee may recommend, to the Board with reasons recorded in writing, removal of a Director, KMP or Senior Management Personnel subject to the provisions and compliance of the said Act, rules and regulations.

8. RETIREMENT

The Whole-Time Directors, KMP, and senior management personnel shall retire as per the applicable provisions of the Companies Act, 2013 and the prevailing HRD policy of the Company. The Board will have the discretion to retain the Whole- Time Directors, KMP and senior management personnel in the same position/ remuneration or otherwise, even after attaining the retirement age, for the benefit of the company after necessary compliance of the Laws as applicable to the Company.

  1. PROVISIONS FOR REMUNERATION TO DIRECTORS/KMP/SENIOR MANAGEMENT PERSONNEL

  2. The Remuneration/ Compensation/ Commission etc. to be paid to Director/ Managing director etc. shall be in line with the provisions of the Companies Act, 2013 and rules made thereunder or any other enactment for the time being in force.

  3. The remuneration/ compensation/ commission to the Non-Executive Independent Director shall be as per the provisions of the Companies Act, 2013. The amount of sitting fees shall be subject to limits as provided under the Companies Act, 2013 and rules made thereunder or any other enactment for the time being in force.

  4. Apart from the Directors, KMPs and Senior Management Personnel, the remuneration for rest of the employees is determined on the basis of the role and position of the individual employee, including professional experience, expertise and job complexity.

  5. The various remuneration components, basic salary, allowances, perquisites etc. may be combined to ensure an appropriate and balanced remuneration package.

Other Policies at the Glance

A. Preservation & Archival Policy:

Determination of Material Events or information. The objective of the Policy is to ensure timely and adequate disclosure of material events or information. The Policy can be accessed from the company’s website at www.kineticindia.com/policies under Investor Relations Section.

  • Pursuant to Regulation 9 of Listing Regulations, 2015, the Board of Directors has adopted Policy on Preservation of Documents. This Policy envisages the procedure governing preservation of documents as required to be maintained under the various statutes. The Policy can be accessed from the Company’s website at www.kineticindia.com/policies under Investor Relations Section.

D. Whistle Blower Policy:

Your Company has established a Vigil Mechanism/ Whistle Blower Policy to enable stakeholders (including Directors and employees) to report unethical behaviour, actual or suspected fraud or violation of the Company’s Code of Conduct. The Policy provides adequate safeguards against victimization of Director(s)/employee(s) and direct access to the Chairman of the Audit Committee in exceptional cases. The Protected Disclosures, if any reported under this Policy will be appropriately and expeditiously investigated by the Chairman.

B. Policy on Materiality of Event:

  • Pursuant to Regulation 30(8) of Listing Regulations, 2015, every listed company shall disclose on its website, all such events or information which have been disclosed to the stock exchange(s) under Regulation 30. Such disclosures shall be posted on the website of the company for a minimum period of five years and thereafter as per the archival policy of the company. Accordingly, the Board of Directors has approved the ‘Archival Policy’. The Policy can be accessed from the Company’s website at www.kineticindia.com/policies under Investor Relations Section.

Your Company hereby affirms that no Director/Employee have been denied access to the Chairman of the Audit Committee and that no complaints were received during the year. The Policy can be accessed from the company’s website at www.kineticindia.com/policies under Investor Relations Section.

  • C. Policy on Determination of Materiality for Disclosures of Events or Information:

Note: Other policies are available on the website of the Company at www.kineticindia.com/policies under Investor Relations Section.

  • Pursuant to Regulation 30 of Listing Regulation 2015, the Board of Directors has adopted the Policy for

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Annexure V

Information pursuant to Section 197(12) of Companies Act, 2013 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

Annexure - VI

Form No. MR 3

Secretarial Audit Report

(For the year ended 31[st] March, 2025)

[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

  1. The ratio of the remuneration of each Director and Key Managerial Personnel (KMP) to the median remuneration of the employees of the Company for the financial year ended 31[st] March, 2025

==> picture [483 x 197] intentionally omitted <==

----- Start of picture text -----

Name Designation Ratio of remuneration % increase in the
to the median financial year
remuneration of
employees
Arun Hastimal Firodia Chairman Non-Executive Director NA NA
Jayashree Arun Firodia Non-Executive Director NA NA
Sulajja Firodia Motwani Non-Executive Director NA NA
Ajinkya Arun Firodia Managing Director 42.15 7.49%
Achal Shirish Kotecha Independent Director NA NA
Jinendra Munot Independent Director NA NA
Venkataiah Madipalli Independent Director NA NA
Dattatray Parvati Navale Independent Director NA NA
Rohit Prakash Bafana Independent Director NA NA
Vinayak Jayaram Shevade Chief Financial Officer 21.45 -
Chaitanya Mundra Company Secretary 7.02 17.20%
----- End of picture text -----*

Non-Executive Non-Independent Directors & Independent Directors were in receipt of sitting fees only. Do not draw any remuneration from the Company.

  • *Appointed as Chief Financial Officer with effective from 15[th] Feb, 2025.

  • The median remuneration of the employees of the Company during the financial year ended 31[st] March, 2025 was H 2,51,700 /-

  • The percentage increase in the median remuneration of employees in the financial year was: NA

  • The number of permanent employees on the rolls of the Company: 561

  • Average percentile increase already made in the salaries of the employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration: Not Applicable

  • We confirm that the remuneration is as per the remuneration policy recommended by the Nomination and Remuneration Committee of the Company and adopted by the Company.

On behalf of the Board of Directors For Kinetic Engineering Limited

S/d Arun Hastimal Firodia Chairman (DIN: 00057324)

Date: 4[th] August, 2025 Place: Pune

To,

The Board of Directors Kinetic Engineering Limited D 1 Block, Plot No. 18/2, Chinchwad, Pune - 411019

I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Kinetic Engineering Limited (hereinafter called the Company). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

Based on my verification of the books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, I hereby report that in my opinion, the Company has, during the audit period ended on 31[st] March, 2025 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

I have examined the books, papers, minute books, forms and returns filed and other records maintained by Kinetic Engineering Limited (“The Company”) for the financial year ended on 31[st] March, 2025 according to the provisions of:

  • i. The Companies Act, 2013 (the Act) and the Rules made thereunder;

  • ii. The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the Rules made thereunder;

  • iii. The Depositories Act, 1996 and the Regulations and Byelaws framed thereunder as amended by Securities and Exchange Board of India (Depositories and Participants) Regulations, 2018;

  • iv. Foreign Exchange Management Act, 1999 and the Rules and Regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;

  • v. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India

Act, 1992 (‘SEBI Act’) to the extent applicable to the Company:-

  • a. The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015

  • b. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

  • c. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

  • d. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018;

  • e. The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;

  • (Not applicable to the Company during the Audit Period)

  • f. The Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021; (Not applicable to the Company during the Audit Period)

  • g. The Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021 and the Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008; (Not applicable to the Company during the Audit Period)

  • h. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021;

  • (Not applicable to the Company during the Audit Period)

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Corporate Overview

Statutory Reports Financial Statements

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  • i. The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018;

(Not applicable to the Company during the Audit Period)

I have also examined compliance with the applicable clauses of the following:

  • i. Secretarial Standards issued by The Institute of Company Secretaries of India.

  • ii. The Listing Agreements entered into by the Company with National Stock Exchange of India Limited and BSE Limited read with Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

During the period under review, the Company has generally complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above

I further report that:

The Company is a newly incorporated entity and during the year, continuous efforts were made to identify and appoint suitable Key Managerial Personnel (KMP). However, due to non-availability of appropriate candidates and considering that production activities of the Company have not yet started, there was some delay in the appointment. The Company has, however, duly appointed the required KMP during the year and the provisions of Section 203 of the Companies Act, 2013 stand complied with.

As on 31[st] March 2025 the Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors and woman Director. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

During the period under review, resolutions were carried out through majority decisions. As confirmed by the Management, there were no dissenting views expressed by any of the members on any business transacted at the Meetings held during the period under review.

I further report that there are adequate systems and processes in the company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

We further report that during the audit period, following major events have happened in pursuance of the above referred laws, rules, regulations, guidelines, standards, etc.:

  • The Company had converted 80,000 (Eighty Thousand only) 8.00% Optionally Convertible Cumulative Preference Shares (OCCPS) of face value of H 120/-per share into 80,000 (Eighty Thousand) Equity Shares of the face value of H 10.00 each (INR Ten Only) fully paid up at a Price of H 120/- (INR One Hundred Twenty only) including Premium of H 110/- (INR One Hundred Ten only) per share.

  • The Company had converted 11,69,591 (Eleven Lakh Sixty Nine Thousand Five hundred Ninety One only) Fully Convertible Warrants of an issue price of H 171/per warrant into 11,69,591 Equity Shares of the face value of H 10.00 each (INR Ten Only) fully paid up at a Price of H 171/- (INR One Hundred Seventy One only) including Premium of H 161/- (INR One Hundred Sixty one only) per share.

  • The Company has redeemed the Preference Shares Capital of total amounting of H 19,63,52,260/-.

Considering the above said allotment of Equity shares and redemption of Preference Share Capital, the paid-up share capital of the Company stands at H 23,41,10,910.

Apart from above the Company has obtained the shareholders approval through postal ballot notice dated 20[th] Februry, 2025:

  • a. Issuance of 1,03,56,725 (One Crore Three Lakh Fifty Six Thousand Seven Hundred Twenty Five) fully convertible warrants (hereinafter referred to as “Warrants”) at an issue price of H 171/- (Rupees One Hundred Seventy One Only) per underlying equity share of the face value of H 10/- (Rupees Ten Only) including a premium of H 161/(Rupees One Hundred Sixty One Only).

  • b. To increase limits under Section 186 of the Companies Act, 2013 upto H 200 Crores (Rupees Two Hundred Crores only).

For Dinesh Birla & Associates Company Secretaries Dinesh Birla, Proprietor FCS: 7658, CP No. : 13029 Place: Pune PRC No. : 1668/2022 Date: 4[th] August, 2025 UDIN: F007658G000898570

Note: This report is to be read with our letter of even date, which is annexed as Annexure A and forms an integral part of this report.

Annexure - A

To,

The Board of Directors Kinetic Engineering Limited D 1 Block, Plot No. 18/2, Chinchwad, Pune – 411019

Our Secretarial Audit report of even date is to be read together with this letter:

I further report that:

  1. Maintenance of secretarial records is the responsibility of the management of the Company. My responsibility is to express an opinion on these secretarial records based on our audit.

  2. I have followed the audit practices and processes, as were appropriate to obtain reasonable assurance about the correctness of the contents of the secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. I believe that the processes and practices, I followed, provide a reasonable basis for my opinion.

  3. Wherever required, I have obtained Management representation(s) about the compliance of Laws, Rules, regulations and happening of events etc.

  4. The compliance of the provisions of corporate and other applicable Laws, Rules, Regulations, and Standards is the responsibility of the Management. My examination was limited to the verification of procedures on test basis.

  5. The Secretarial Audit report is neither an assurance as to the future viability of the Company nor the efficacy or effectiveness with which the Management has conducted the affairs of the Company.

For Dinesh Birla & Associates Company Secretaries

Dinesh Birla, Proprietor FCS: 7658, CP No. : 13029 PRC No. : 1668/2022 UDIN: F007658G000898570

Place: Pune Date: 4[th] August, 2025

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Annexure - VI

Form No. MR 3

Secretarial Audit Report

(For the year ended 31[st] March, 2025)

[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To,

The Board of Directors Kinetic Watts and Volts Limited D 1 Block, Plot No. 18/2, Chinchwad, Pune - 411019

  • a. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011; (Not Applicable)

I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Kinetic Watts and Volts Limited (hereinafter called the Company). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

  • b. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015; (Not Applicable)

  • c. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 as amended by The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018; (Not Applicable)

Based on my verification of the books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, I hereby report that in my opinion, the Company has, during the audit period ended on 31[st] March, 2025 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

  • d. The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client; (Not applicable)

  • e. The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014. (Not applicable)

I have examined the books, papers, minute books, forms and returns filed and other records maintained by Kinetic Watts and Volts Limited (“The Company”) for the financial year ended on 31[st] March, 2025 according to the provisions of:

  • f. The Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021 (Not applicable)

  • i. The Companies Act, 2013 (the Act) and the Rules made thereunder;

  • g. Securities and Exchange Board of India (Issue and Listing of Non Convertible and Redeemable Preference Shares) Regulations, 2013 upto 15[th] August, 2021. The Securities and Exchange Board of India(Issue and Listing of Non Convertible Securities) Regulations, 2021 with effect from 16[th] August, 2021; (Not applicable)

  • ii. The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the Rules made thereunder; (Not Applicable)

  • iii. The Depositories Act, 1996 and the Regulations and Byelaws framed thereunder as amended by Securities and Exchange Board of India(Depositories and Participants) Regulations, 2018; (Not Applicable)

  • h. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021; and (Not applicable)

  • iv. Foreign Exchange Management Act, 1999 and the Rules and Regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;

    • i. The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018; (Not applicable)
  • I have also examined compliance with the applicable clauses of the following:

  • v. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’) to the extent applicable to the Company:-

  • i. Secretarial Standards issued by The Institute of Company Secretaries of India.

  • ii. The Listing Agreements entered into by the Company with National Stock Exchange of India Limited and BSE Limited read with Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. (Not Applicable)

During the period under review, the Company has generally complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above.

The Company is a newly incorporated entity and during the year, continuous efforts were made to identify and appoint suitable Key Managerial Personnel (KMP). However, due to non-availability of appropriate candidates and considering that production activities of the Company have not yet started, there was some delay in the appointment. The Company has, however, duly appointed the required KMP during the year.

I further report that:

As on 31[st] March 2025 the Board of Directors of the Company is duly constituted. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

During the period under review, resolutions were carried out through majority decisions. As confirmed by the Management, there were no dissenting views expressed by any of the members on any business transacted at the Meetings held during the period under review.

I further report that there are adequate systems and processes in the company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

  • We further report that during the audit period, following major events have happened in pursuance of the above referred laws, rules, regulations, guidelines, standards, etc.:

  • The company has increased its Authorised Capital from H 28 Crores to H 50 Crores in its Extra Ordinary General Meeting held on 19[th] December, 2024.

  • The Company had issued and allotted total 1,92,90,000 Equity Shares of the face value of H 10.00 each at par to its existing shareholders through right issue in four tranches as under:

  • 50,00,000 (Fifty Lakh) Equity Shares on 10.10.2024.

  • 20,00,000 (Twenty Lakh) Equity Shares on 26.11.2024.

  • 22,90,000 (Twenty Two Lakh Ninety Thousand) Equity Shares on 05.12.2024.

  • 1,00,00,000 (One Crore) Equity Shares on 04.01.2025.

Considering the above said allotment of Equity shares, paid-up share capital of the Company stands increased to H 37,83,60,000.

For Dinesh Birla & Associates Company Secretaries

Dinesh Birla, Proprietor FCS: 7658, CP No. : 13029 Place: Pune PRC No. : 1668/2022 Date: 04.08.2025 UDIN: F007658G000898625

Note: This report is to be read with our letter of even date, which is annexed as Annexure A and forms an integral part of this report.

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Annexure - A

Management discussion and analysis

To,

The Board of Directors Kinetic Engineering Limited D 1 Block, Plot No. 18/2, Chinchwad, Pune – 411019

Our Secretarial Audit report of even date is to be read together with this letter:

I further report that:

  1. Maintenance of secretarial records is the responsibility of the management of the Company. My responsibility is to express an opinion on these secretarial records based on our audit.

  2. I have followed the audit practices and processes, as were appropriate to obtain reasonable assurance about the correctness of the contents of the secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. I believe that the processes and practices, I followed, provide a reasonable basis for my opinion.

  3. Wherever required, I have obtained Management representation(s) about the compliance of Laws, Rules, regulations and happening of events etc.

  4. The compliance of the provisions of corporate and other applicable Laws, Rules, Regulations, and Standards is the responsibility of the Management. My examination was limited to the verification of procedures on test basis.

  5. The Secretarial Audit report is neither an assurance as to the future viability of the Company nor the efficacy or effectiveness with which the Management has conducted the affairs of the Company.

For Dinesh Birla & Associates Company Secretaries

Dinesh Birla, Proprietor FCS: 7658, CP No. : 13029 PRC No. : 1668/2022 UDIN: F007658G000898625

Place: Pune Date: 04.08.2025

Global economic review

Overview: Global economic growth declined marginally from 3.3% in 2023 to an estimated 3.2% in 2024. This was marked by a slowdown in global manufacturing, particularly in Europe and parts of Asia coupled with supply chain disruption and weak consumer sentiment. In contrast, the services sector performed more creditably.

The growth in advanced economies remained steady at 1.7% from 2023 to 2024 as the emerging cum developing economies witnessed a growth decline at 4.2% in 2024 (4.4% in 2023).

On the positive side, global inflation was expected to decline from 6.1% in 2023 to 4.5% in 2024 (projected at 3.5% and 3.2% in 2025 and 2026 respectively). This decline was attributed to the declining impact of erstwhile economic shocks, and labour supply improvements. The monetary policies announced by governments the world over helped keep inflation in check as well.

The end of the calendar year was marked by the return of Donald Trump as the new US President. The new US government threatened to impose tariffs on countries exporting to the US unless those countries lowered tariffs for the US to export to their countries. This enhanced global trade and markets uncertainty and emerged as the largest singular uncertainty in 2025.

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Regional growth (%) 2024 2023
World output 3.2 3.3
Advanced economies 1.7 1.7
Emerging and developing economies 4.2 4.4
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(Source: IMF, KPMG, Press Information Bureau, BBC, India Today)

Performance of the major economies, 2024

United States: Reported GDP growth of 2.8% in 2024 compared to 2.9% in 2023.

China: GDP growth was 5.0% in 2024 compared to 5.2% in 2023.

United Kingdom: GDP growth was 0.8% in 2024 compared to 0.4% in 2023.

Japan: GDP growth was 0.1% in 2024 compared with 1.9% in 2023.

Germany: GDP contracted by 0.2% in 2024 compared to a 0.3% decline in 2023.

(Source: CNBC, China Briefing, ons.gov.uk, Trading Economics, Reuters)

Outlook: The global economy has entered a period of uncertainty following the imposition of tariffs of products

imported into the USA and some countries announcing reciprocal tariffs on US exports to their countries. This is likely to stagger global economic growth, the full outcome of which cannot be currently estimated. This risk is supplemented by risks related to conflicts, geopolitical tensions, trade restrictions and climate risks. In view of this, World Bank projected global economic growth at 2.7 per cent for 2025 and 2026, factoring the various economic uncertainties.

(Source: IMF, United Nations)

Indian economic review

Overview

The Indian economy grew at 6.5% in FY 2024-25, compared to a revised 9.2% in FY 2023-24. This represented a four-year low due to a moderate slowdown within the Indian economy (marked by slower manufacturing growth and a decline in net investments). Despite the slowdown, India retained its position as the world’s fifth-largest economy.

India’s nominal GDP (at current prices) was H 330.68 trillion in FY 2024-25 ( H 301.23 trillion in FY 2023-24). The nominal GDP per capita increased from H 2,15,936 in FY 2023-24 to H 2,35,108 in FY 2024-25, reflecting the impact of an economic expansion.

The Indian rupee weakened 2.12% against the US dollar in FY 2024-25, closing at H 85.47 on the last trading day of FY25. In March 2025, the rupee recorded the highest monthly appreciation since November 2018, rising 2.39% (arising out a weakening US dollar).

Inflationary pressures eased, with CPI inflation averaging 4.63% in FY 2024-25, driven by moderating food inflation and stable global commodity prices. Retail inflation at 4.6% in FY 2024-25, was the lowest since the pandemic, catalysing savings creation.

India’s foreign exchange reserves stood at a high of $676 billion as of April 4, 2025. This was the fourth consecutive year when rating upgrades outpaced downgrades on account of strong domestic growth, rural consumption, increased infrastructure investments and low corporate leverage (annualized rating upgrade rate 14.5% exceeded the decade-long average of 11%; downgrade rate was 5.3%, lower than the 10-year average of 6.5%).

Gross foreign direct investment (FDI) into India rose 13.6% to $81 billion during the last financial year, the fastest pace of expansion since 2019-20. The increase in the year was despite a contraction during the fourth quarter of 2024-25 when inflows on a gross basis declined 6% to $17.9 billion due to the uncertainty caused by Donald Trump’s election and his assertions around getting investments back into the US.

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Growth of the Indian economy

FY22 FY23
FY24
FY25
Real GDPgrowth (%) 8.7 7.2
9.2
6.5

E: Estimated (Source: MoSPI, Financial Express)

Growth of the Indian economy quarter by quarter, FY 2024-25

Real GDPgrowth (%) Q1 FY25 Q2 FY25 Q3 FY25 Q4 FY25
6.5 5.6 6.2 7.4

E: Estimated (Source: The Hindu, National Statistics Office)

The Nifty 50 and SENSEX recorded their weakest annual performances in FY 25 in two years, rising 5.3% and 7.5% during the year under review respectively. Gold rose 37.7% to a peak of $3,070 per ounce, the highest increase since FY 2007-08, indicating global uncertainties.

The banking sector continued its improvement, with gross non-performing assets (NPA) for scheduled commercial banks (SCBs) declining to 2.6% as of September 2024, down from 2.7% in March 2024. The capital-to-risk-weighted assets ratio for SCBs stood at 16.7% as of September 2024, reflecting a strong capital position.

Total assets managed by the mutual fund (MF) industry jumped 23% or H 12.3 lakh crore in fiscal 2025 to settle at H 65.7 lakh crore. At close of FY25, the total number of folios had jumped to nearly 23.5 crore, an all-time peak. During last fiscal, average monthly systematic investment plan (SIP) contribution jumped 45% to H 24,113 crore.

India’s exports of goods and services reached $824.9 billion in FY 2024-25, up from $778 billion in the previous fiscal year. The Red Sea crisis impacted shipping costs, affecting price-sensitive exports. Merchandise exports grew 6% YoY, reaching $374.1 billion.

Foreign portfolio investments (FPIs) in India experienced high volatility throughout 2024, with total inflows into capital markets reaching approximately $20 billion by yearend. However, there was significant selling pressure in the last quarter, influenced by new tariffs announced by the new US government on most countries (including India).

India’s net GST collections increased 8.6%, totalling H 19.56 lakh crore in FY 2024-25. Gross GST collections in FY 2024-25 stood at H 22.08 lakh crore, a 9.4% increase YoY.

On the supply side, real gross value added (GVA) was estimated to expand 6.4% in FY 2024-25. The industrial sector grew by 6.5%, supported by growth in construction activities, electricity, gas, water supply and other utility services.

Outlook

India’s services sector grew at 8.9% in FY25 (9.0% in FY24), driven by public administration, defence and other services (expanded at 8.8% as in the previous year). In the infrastructure and utilities sector, electricity, gas, water supply and other utility services grew a projected 6.0% in FY25, compared to 8.6% in FY24. Meanwhile, the construction sector expanded at 9.4% in FY25, slowing from 10.4% in the previous year.

India is expected to remain the fastest-growing major economy. Initial Reserve Bank of India estimates have forecast India’s GDP growth downwards from 6.7% to 6.5% based on risks arising from US tariff levies on India and other countries. The following are some key growth catalysts for India in FY26.

Tariff-based competitiveness: India identified at least 10 sectors such as apparel and clothing accessories, chemicals, plastics and rubber where the US’ high tariffs give New Delhi a competitive advantage in the American market over other suppliers. While India faced a 10% tariff after the US suspended the 26% additional duties for 90 days, the levy remained at 145% on China, the biggest exporter to the US. China’s share of apparel imports into the US was 25%, compared with India’s 3.8%, a large opportunity to address differential (Source: Niti Aayog).

Manufacturing activity was subdued in FY25, with growth at 4.5%, which was lower than 12.3% in FY24. Moreover, due to lower public spending in the early part of the year, government final consumption expenditure (GFCE) is anticipated to have slowed to 3.8% in FY25, compared to 8.1% in FY24.

The agriculture sector grew at 4.6% in 2024-25 (1.4% in 2023-24). Trade, hotel, transport, communication and services related to broadcasting segment were estimated to grow at 6.4% in 2024- 25 (6.3% in 2023-24).

Union Budget FY 2025-26: The Union Budget 2025-26 laid a strong foundation for India’s economic trajectory, emphasizing agriculture, MSMEs, investment, and exports as the four primary growth engines. With a fiscal deficit target of 4.4% of GDP, the government reinforced fiscal prudence while allocating H 11.21 lakh crore for capital expenditure (3.1% of GDP) to drive infrastructure development. The February 2025 Budget marked a shift in approach, with the

From a demand perspective, the private final consumption expenditure (PFCE) exhibited robust growth, achieving 7.2% in FY 2024-25, surpassing the previous financial year’s rate of 5.6%.

government proposing substantial personal tax cuts. Effective April 1, 2025, individuals earning up to H 12 lakh annually will be fully exempt from income tax. Economists estimate that the resulting H 1 lakh crore in tax savings could boost consumption by H 3-3.5 lakh crore, potentially increasing the nominal private final consumption Expenditure (PFCE) by 1.5-2% of its current H 200 lakh crore.

9-13% between September 2023 and 2024. However, under its new leadership, the RBI has prioritized restoring credit flow. Recent policy shifts have removed restrictions on consumer credit, postponed higher liquidity requirements for banks, and are expected to rejuvenate retail lending.

(Source: CNBC, Press Information Bureau, Business Standard, Economic Times, World Gold Council, Indian Express, Ministry of External Affairs, Times of India, Business Today, Hindustan Times, Statistics Times)

Free trade agreement: In a post-Balance Sheet development, India and the United Kingdom announced a free trade agreement to boost strategic and economic ties. This could lead to a significant increase in the export competitiveness of Indian shipments in the UK across the textiles, toys, leather, marine products, footwear, and gems & jewellery sectors. About 99% of Indian exports to UK will enjoy zeroduty access tariff cuts; India will cut tariffs on 90% of tariff lines and 85% could become fully duty-free within 10 years.

Global automotive industry overview

The global automotive industry stands as a cornerstone of economic development, technological innovation, and large-scale employment across the world. It encompasses a vast and complex ecosystem of manufacturers, suppliers, distributors, and service providers, spanning both traditional internal combustion engine vehicles and the rapidly advancing electric mobility segment. As markets evolve, the industry is navigating a transformative phase shaped by changing consumer preferences, stringent regulatory standards, and the accelerated adoption of digital and sustainable technologies. This dynamic environment presents both opportunities for innovation and challenges that demand resilience, agility, and long-term strategic vision.

Pay Commission impact: The 8[th] Pay Commission’s awards could lead to a significant salary revision for nearly ten million central government employees. Historically, Pay Commissions have granted substantial pay hikes along with generous arrears. For instance, the 7[th] Pay Commission more than tripled its monthly salaries, raising the range from H 7,000 to H 90,000 to H 18,000 to H 12.5 lakh, triggering a widespread ripple effect.

Monsoons: The India Meteorological Department predicted an ‘above normal’ monsoon in 2025. This augurs well for the country’s farm sector and a moderated food inflation outlook.

The global automotive industry is undergoing a fundamental transformation, driven by a convergence of technological, regulatory, and consumer-led forces. In an environment shaped by emerging markets, accelerated innovation, evolving safety norms, and shifting mobility expectations, the sector is redefining its value proposition. Digitalization and disruptive business models are steadily replacing traditional frameworks, while four core advancements are mobility, autonomous driving, electric vehicles, and connected technologies are collectively reshaping the industry’s future. These forces are not isolated; rather, they are increasingly viewed as interdependent, each amplifying the other’s impact. Against this backdrop of change, the global automotive market stood at USD 4,359.98 billion in 2024 and is estimated to grow to USD 6,678.28 billion by 2032, reflecting a CAGR of 5.66% over the forecast period.

Easing inflation: India’s consumer price index-based retail inflation in March 2025 eased to 3.34 per cent, the lowest since August 2019, raising hopes of further repo rate cuts by the Reserve Bank of India.

Deeper rate cuts: In its February 2025 meeting, the Monetary Policy Committee (MPC) reduced policy rates by 25 basis points, reducing it to 6% in its first meeting of FY 2025-26. Besides, India’s CPI inflation is forecasted at 4% for the fiscal year 2025-26.

Lifting credit restrictions: In November 2023, the RBI increased risk weights on bank loans to retail borrowers and NBFCs, significantly tightening credit availability. This led to a sharp slowdown in retail credit growth from 20-30% to

Automotive Industry Market Size 2023 to 2032 (USD Billion)

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$5,808.91 [$6,098.70 ] [$6,388.49 ] [$] [6,678.28]
$5,229.34 [$5,519.13]
$4,649.76 [$4,939.55]
$4,359.98
$4,070.19
2023 2024 2025 2026 2027 2028 2029 2030 2031 2032
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Statutory Reports Financial Statements

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Growth drivers

Electrification and clean mobility: The global push for sustainable transportation is accelerating the adoption of electric vehicles. Supportive government policies, technological advancements in battery systems, and expanding charging networks are enabling a structural shift toward low-emission mobility.

Digital and connected technologies: Integration of connected features such as real-time navigation, telematics, and over-the-air updates is transforming the in-vehicle experience. These innovations are not only enhancing safety and convenience but also opening up new revenue models for automakers.

Autonomous and Advanced Driving Systems (ADAS): Progress in autonomous driving and ADAS is reshaping the way vehicles are designed, operated, and perceived. Though full autonomy is still emerging, partial automation is gaining widespread acceptance, driving both R&D investment and regulatory focus.

Mobility-as-a-Service (MaaS): Changing urban lifestyles and the rise of shared transportation models are encouraging a shift from vehicle ownership to flexible, on-demand mobility solutions. This trend is prompting traditional automakers to expand into service-based ecosystems.

Emerging market demand: Sustained economic growth, rising income levels, and improving infrastructure in emerging markets are fueling demand for personal and commercial vehicles. These regions are expected to contribute significantly to volume-led growth over the coming decade.

(Source: Globenewswire)

Global electric vehicle industry overview

The electric vehicle segment has emerged as a defining force in the global automotive landscape, reflecting a broader shift toward sustainable and low-emission mobility solutions. Driven by regulatory mandates, environmental concerns, and technological breakthroughs, EVs are no longer a niche offering but a mainstream priority for both established manufacturers and new-age entrants. Innovations in battery efficiency, powertrain design, and charging infrastructure are enhancing performance and reducing ownership costs, while consumer awareness around climate impact continues to build momentum. As countries and companies align their decarbonisation goals, the EV market is positioned to play a central role in the future of transportation.

The global electric vehicle industry is undergoing rapid transformation, evolving from a niche segment into a central pillar of the future mobility ecosystem. Backed by strong policy support, rising environmental consciousness, and continuous technological innovation, EVs are gaining traction across both developed and emerging markets. Advances in battery technology, coupled with falling

production costs and expanding charging infrastructure, are making electric mobility increasingly accessible and competitive. As governments and industries worldwide commit to carbon neutrality and clean energy transitions, the global EV industry is poised for sustained, long-term growth, redefining the trajectory of the automotive sector.

The global electric vehicle market is witnessing robust momentum, driven by rising environmental concerns, the pressing need to curb greenhouse gas emissions, and increasing public preference for sustainable mobility solutions. With a well-established manufacturing base and supportive policy frameworks, the Asia Pacific region continues to lead, accounting for over 46.5% of the global market share in 2024. Valued at USD 755 billion in 2024, the market is projected to grow significantly, reaching USD 4,360 billion by 2033 at a CAGR of 21.5% between 2025 and 2033.

Key drivers

Rising environmental concerns and emission reduction goals: Heightened awareness of climate change and urban air pollution is driving demand for cleaner mobility solutions. Electric vehicles are seen as a strategic response, particularly as traditional vehicles remain major contributors to emissions. According to the World Meteorological Organization, atmospheric CO₂ levels have risen by 11.4% over the last two decades, underscoring the urgency for zero-emission alternatives.

Advancements in battery technology and EV range: Breakthroughs in battery chemistry and design are improving energy density, reducing charging time, and lowering costs. These developments are addressing range anxiety and enhancing performance, making EVs more viable for everyday use and long-distance travel.

Strong government policy support and incentives: Governments continue to incentivize EV adoption through purchase subsidies, tax exemptions, registration waivers, and funding for manufacturing and infrastructure. Emission mandates and carbon reduction goals are compelling automakers to accelerate the shift toward electric mobility.

Charging infrastructure expansion and efficiency enhancements: The rapid development of public and private charging networks—across urban, semi-urban, and highway corridors—is supporting widespread EV adoption. Advances in battery management systems and onboard charging technologies are further optimizing charging times and energy consumption.

Component-level innovation and segmented market evolution: Innovation across EV components—particularly battery cells, packs, onboard chargers, and fuel stacks—is enhancing reliability and driving cost-efficiency. Increased R&D in battery systems and emerging interest in hydrogen fuel cell technologies are broadening the scope of clean mobility, especially for commercial and long-range applications (Source: IMARC)

Global auto parts manufacturing industry overview

The auto parts industry forms the backbone of the global automotive value chain, supplying critical components that enable the design, performance, safety, and efficiency of vehicles across segments. From traditional internal combustion engine parts to high-performance electronics and systems tailored for electric and hybrid vehicles, the industry continues to evolve in line with technological advancements and regulatory shifts. As automakers expand their focus on innovation, sustainability, and localization, the role of agile, quality-driven auto component manufacturers has become increasingly vital. This dynamic sector is also being shaped by trends such as electrification, automation, and digital integration, prompting strategic investments in R&D, supply chain resilience, and smart manufacturing capabilities.

The global auto parts manufacturing industry serves as a critical pillar of the automotive sector, supporting vehicle production through a vast network of component suppliers, system integrators, and specialized manufacturers. Spanning powertrain systems, chassis components, electronics, interiors, and increasingly, electric mobility solutions, the industry is undergoing a structural shift aligned with broader trends in electrification, automation, and digitalization. As original equipment manufacturers (OEMs) diversify product lines and tighten quality, cost, and sustainability benchmarks, component manufacturers are investing in advanced technologies, smart manufacturing, and resilient global supply chains. With evolving consumer expectations and stringent regulatory requirements, the industry continues to adapt, playing a decisive role in shaping the future of mobility across global markets.

The global auto parts manufacturing industry continues to demonstrate steady growth, supported by sustained demand for automobiles across both developed and emerging markets. Government initiatives aimed at promoting industrial expansion and sustainable mobility, along with increasing investments in advanced vehicle technologies, are contributing to the sector’s upward trajectory. At the same time, evolving consumer expectations around comfort, connectivity, and convenience are prompting automakers to incorporate more sophisticated components and systems, driving demand across the parts manufacturing value chain. The global auto parts manufacturing market reached USD 2,250.5 billion in 2024 and is projected to grow to approximately USD 2,761.1 billion by 2033, reflecting a CAGR of 2.3 percent during the forecast period from 2025 to 2033.

Key drivers

Technological innovations in manufacturing processes: Advanced technologies like additive manufacturing and robotics are streamlining auto parts production, enabling lightweight, high-precision components while reducing waste and improving efficiency. Robotics has enhanced consistency and flexibility, supporting faster adaptation to changing production needs.

Expansion of the global automotive industry: Rising urbanization, increasing disposable incomes, and growing demand for personal mobility—especially in emerging markets—are boosting vehicle sales, thereby driving demand for diverse and technologically advanced auto parts.

Rising adoption of Electric Vehicles (EVs): The global transition to electric mobility is reshaping component demand, with a focus on battery packs, electric motors, power electronics, and thermal systems. This shift is prompting greater R&D investment and expanding opportunities in supporting infrastructure.

Demand from the automotive aftermarket: As vehicles age, the need for replacement parts—brakes, filters, suspension, and consumables—continues to rise. The aftermarket offers stable growth potential, further bolstered by digital retail and e-commerce platforms.

Stringent emission and safety regulations: Tighter global regulations on emissions and safety are pushing manufacturers to adopt lighter materials, enhance fuel efficiency, and develop advanced safety and driver-assistance systems, accelerating innovation in sustainable components. (Source: IMARC)

Indian automotive industry overview

The Indian automotive industry stands as a cornerstone of the country’s manufacturing sector, playing a vital role in driving economic growth, employment, and technological advancement. As one of the largest automotive markets globally, India offers a dynamic landscape spanning passenger vehicles, two-wheelers, commercial vehicles, and electric mobility. The sector is supported by a robust domestic demand base, increasing urbanization, rising income levels, and proactive policy frameworks aimed at promoting innovation, sustainability, and localization. With growing investments in electric vehicles, green technologies, and smart infrastructure, the Indian automotive industry is entering a transformative phase—positioning itself as a globally competitive and future-ready ecosystem.

The Indian automotive industry is cementing its role as a key contributor to the country’s industrial and economic progress, supported by a growing middle class, regulatory push, and rapid advancements in vehicle technologies. Government initiatives have fostered a strong manufacturing ecosystem, attracting both domestic and foreign investment. The market, valued at USD 118.92 billion in 2024, is projected to grow from USD 129.39 billion in 2025 to USD 276.46 billion by 2034, at a CAGR of 8.80 percent. Passenger vehicle sales reached a record 4.3 million units in FY 2024–25, up 2 percent from the previous year, with Utility Vehicles accounting for 65 percent of this volume. Exports rose 14.6 percent to 0.77 million units, while the overall auto sector recorded 7.3 percent domestic growth. Two-wheeler demand rebounded, and electric vehicles saw wider adoption, reinforcing India’s growing stature in the global automotive landscape.

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India Automotive Industry Market
276.46
CAGR
(2025 - 2034)
CAGR 8.80% 129.39
118.92
2018 2019 2021 2022 2023 2024 2025 2026 2031 2032 2033 2034
Market Size in USD BN
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(Source: Market Research Future, Economic Times)

Indian electric vehicle industry overview

Growth drivers

Rising domestic demand and economic contribution: India’s growing middle class, urban expansion, and higher disposable incomes are driving strong demand across vehicle segments. The automotive sector contributes approximately 7.1% to the national GDP and nearly 49% of manufacturing GDP, highlighting its pivotal role in economic development. This sustained demand is encouraging capacity expansions and attracting significant investments.

India’s electric vehicle industry is fast emerging as a cornerstone of the country’s sustainable mobility goals. Backed by strong policy support, rising fuel prices, and growing environmental awareness, the sector is gaining traction across both personal and commercial segments. Initiatives such as FAME II, the National Electric Mobility Mission Plan, and supportive state-level policies have laid the groundwork for investment in local manufacturing, battery innovation, and charging infrastructure.

Government policy support and sectoral reforms: Initiatives like Make in India and the vehicle scrappage policy are bolstering domestic manufacturing and promoting cleaner, fuel-efficient vehicles. The scrappage policy, in particular, aims to phase out older vehicles, reduce emissions, and increase the share of BS6-compliant models on Indian roads.

The national commitment to net-zero emissions by 2070 is accelerating the shift toward clean transport, reinforced by incentives for manufacturers and consumers. Shared mobility platforms integrating electric fleets, along with steady improvements in battery technology and cost competitiveness, are further driving demand. As charging infrastructure expands across urban and semi-urban regions, EV adoption is becoming increasingly viable.

Policy-led EV ecosystem development: Schemes such as FAME I & II and the National Electric Mobility Mission Plan are accelerating EV adoption through incentives, phased customs duties, and tax benefits. These policies support local EV manufacturing and strengthen India’s position in the global electric mobility landscape.

Rapid urbanization, rising disposable incomes, and advances in vehicle design and digital integration are enhancing EV appeal across segments. South India leads this transition, holding over 38.6% of the market share in 2024. The Indian EV market, valued at USD 2,360.97 million in 2024, is projected to reach USD 1,64,420.39 million by 2033, growing at a CAGR of 57.23% during 2025–2033.

Robust investment pipeline and infrastructure expansion: An estimated USD 8–10 billion in domestic and foreign investment is projected for the sector. Automakers are expanding capacity, building EV infrastructure, and adopting advanced technologies, positioning India as a globally competitive and sustainable automotive manufacturing hub.

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India Electric Vehicle Market Forecast
Size, By Vehicle type, 2024-2033 (USD Million)
USD
1,64,420.39 M
USD
2,360.97 M
2024 2025 2026 2027 2028 2029 2030 2031 2032 2033
Passenger Vehicles Commercial Vehicles Others
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(Source: IMARC)

Indian auto components industry overview

printing and IoT integration are enhancing customization and operational efficiency, strengthening India’s position in the global automotive value chain.

India’s auto components manufacturing industry is a vital pillar of the nation’s automotive sector, supporting its growth, global competitiveness, and export performance. With a strong domestic base, skilled workforce, and increasing integration into global supply chains, the industry spans a broad range of products—from engine parts and suspension systems to EV components and advanced electronics.

India’s automotive components market is expanding steadily, supported by strong growth in vehicle production, evolving consumer expectations, and rapid technological advancements. Rising output across passenger and commercial vehicle segments continues to drive demand for a diverse range of components. Simultaneously, the transition toward electric and hybrid vehicles is prompting innovation in energy-efficient and emission-reducing systems. Growing consumer preference for advanced safety and infotainment features is fueling the development of high-value, technologically complex parts. Automation and digitization in manufacturing are further enhancing productivity, quality, and cost efficiency. The market was valued at USD 82.7 billion in 2025 and is projected to reach USD 136.0 billion by 2031, registering a CAGR of 10.5% during the forecast period.

Driven by government policies and rising demand for electric and connected vehicles, the sector is advancing through localization, innovation, and sustainability. Lightweight materials like aluminum and composites are being adopted to improve fuel efficiency and meet emission norms, while the transition to electric mobility is creating demand for specialized components. Suppliers are focusing on modular and scalable designs to serve diverse platforms. The aftermarket segment is expanding due to rising vehicle ownership and longevity. Meanwhile, technologies like 3D

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India Automotive Component Market
India AutomotiveComponent Market Size, By Region, By Value, 2021-2031F
USD 82.7 Billion
2021 2022 2023 2024 2025 2026E 2027F 2028F 2029F 2030F 2031F
West South East North
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Key drivers

Growth in vehicle production: Rising consumer demand, supported by higher disposable incomes and growing vehicle ownership, is prompting automakers to increase production and diversify model portfolios. This is expanding the demand base for a wide range of components. Government-sanctioned expansion of EV infrastructure— over 2,877 charging stations across states and 1,576 on highways—is also driving demand for components like charging connectors.

Shift towards Electric Vehicles (EVs): The rapid shift to EVs is transforming component requirements, creating strong demand for battery systems, electric motors, and highvoltage connectors. Policy support, growing infrastructure, and consumer acceptance are enabling component manufacturers to invest in next-gen, EV-focused solutions.

Stringent safety and emission regulations: Tighter regulations are accelerating the integration of advanced safety and emission control systems, including ABS, airbags, and stability controls. This is pushing suppliers to invest in R&D to deliver compliant, high-performance components.

Rising demand for advanced features: Growing preference for connected, smart, and tech-enabled vehicles is increasing demand for sensors, processors, and driver-assistance modules. This trend is opening new avenues for innovation and partnerships within the auto components industry. (Source: Tech Sci Research)

Government initiatives

Production Linked Incentive (PLI) scheme for auto components: Offers financial incentives for manufacturers investing in advanced automotive technologies, including EV parts, safety systems, and precision components, encouraging localization and capacity expansion.

FAME II scheme (faster adoption and manufacturing of hybrid and electric vehicles): Promotes adoption of electric vehicles by supporting manufacturers and consumers through subsidies and incentives, indirectly driving demand for EV-compatible components.

Electric mobility promotion scheme (EMPS) 2024: A fundlimited initiative aimed at accelerating the adoption of electric two-wheelers and three-wheelers, creating downstream opportunities for component suppliers.

Make in India and Atmanirbhar Bharat Abhiyan: Encourages domestic manufacturing and reduces import dependency, offering policy support, capital incentives, and infrastructure assistance to automotive and engineering firms.

Skill India mission: Enhances availability of skilled technical workforce through vocational training and certification, helping manufacturers maintain productivity and adapt to advanced technologies.

State-level industrial policies: Various states offer industryspecific incentives such as subsidized land, tax benefits, and

power tariff concessions, supporting the establishment and scaling of manufacturing facilities.

Opportunities

  • Rising demand for electric vehicles presents significant opportunities to diversify into EV drivetrain components and lightweight precision parts.

  • Increasing vehicle production and aging fleet in India and abroad boost demand for both OEM-supplied and aftermarket components.

  • Opportunities to expand footprint in global markets through cost-competitive, quality-assured components catering to two- and three-wheeler platforms.

  • Supportive policies like PLI schemes for auto components and EV manufacturing provide avenues for capacity expansion and technology investment.

  • � Advancements in manufacturing, such as CNC, robotics, and Industry 4.0 tools, enable productivity gains and entry into higher-value product segments.

Threats

  • Fluctuating costs of steel, aluminum, and other inputs may compress margins and affect cost planning.

  • Heavy dependence on a few key clients increases vulnerability to order variability and pricing pressures.

  • While EVs are rising, slow adoption in rural and smaller commercial markets may delay benefits from electrification strategies.

  • Rapid shifts in drivetrain technologies may outpace legacy product relevance, requiring faster product development cycles.

  • Rising labour costs and skilled manpower shortages in industrial regions may impact production efficiency and delivery timelines.

Outlook

The company remains optimistic about its growth prospects, driven by a supportive policy environment and steady recovery in the automotive sector. Government initiatives such as the PLI scheme, FAME II, and EMPS 2024 are expected to boost demand for advanced and EV-compatible components. With ongoing investments in localisation, precision engineering, and product diversification, the company is well-placed to capitalise on emerging opportunities. While raw material cost volatility and regulatory shifts remain challenges, its focus on efficiency, innovation, and operational flexibility positions it for stable and sustainable growth.

Company overview

Kinetic Engineering Limited is a pioneering name in India’s automotive industry with a legacy spanning several decades in the manufacturing of precision-engineered components. The company began its journey as a prominent two-wheeler manufacturer and has since evolved into a focused engineering enterprise catering to the automotive

components sector. Its core capabilities lie in the production of transmission assemblies, engine and chassis components, and various drive train parts for two-wheelers, threewheelers, and commercial vehicles. Leveraging its robust in-house engineering, tooling, and machining expertise, the company serves leading OEMs in India and select international markets. With a renewed focus on supporting the electric mobility transition, Kinetic Engineering Limited continues to modernize its operations, diversify its product offerings, and strengthen its position as a reliable and innovation-driven manufacturing partner.

Financial analysis FY 2024-25

Balance Sheet

  • Borrowings for FY 2024-25 stood at H 6,035 lakhs compared to H 3,330 lakhs during FY 2023-24.

  • Total non-current assets for FY 2024-25 stood at H 10,179 lakhs compared to H 8,126 lakhs in FY 2023-24.

  • Net worth stood at H 11,736 lakhs as on March 31, 2025 compared to H 6,425 lakhs as on March 31, 2024, an increase of 83%.

  • Total assets increased by 34% to H 23,664 lakhs as on March 31, 2025 from H 17,594 lakhs as on March 31, 2024.

  • Inventories increased by 6% to H 5,409 lakhs as on March 31, 2025 from H 5,102 lakhs as on March 31, 2024.

Profit & loss statement

  • Revenues increased by 1.53% from H 15,221 lakhs in FY 2023-24 to H 15,454 lakhs in FY 2024-25.

  • EBITDA increased by 4.48% from H 1,705 lakhs in FY 2023-24 to H 1,782 lakhs in FY 2024-25.

  • Profit after tax increased by 20.97% from H 515 lakhs in FY 2023-24 to H 623 lakhs in FY 2024-25.

  • Depreciation and amortization stood at H 669 lakhs in FY 2024-25 compared to H 645 lakhs in FY 2023-24

Working capital management

Current assets as on March 31, 2025 stood at H 13,486 lakhs compared to H 9,469 lakhs as on March 31, 2024. Current ratio as on March 31, 2025 stood at 1.83 compared to 1.26 as on March 31, 2024. Inventories increased from H 5,102 lakhs as on March 31, 2024 compared to H 5,409 lakhs as on March 31, 2025. Current liabilities stood at H 7,380 lakhs as on March 31, 2025 compared to H 7,535 lakhs as on March 31, 2024. Cash and bank balances stood at H 3,726 lakhs as on March 31, 2025 compared to H 922 lakhs as on March 31, 2024.

Key ratios

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Particulars FY 2024-25 FY 2023-24
EBITDA/Turnover 0.13 0.12
EBITDA/Net interest 3.63 3.13
Debt-equity ratio 0.19 0.37
Return on equity (%) 6.86 % 11.07 %
Book value per share ( H ) 50.13 28.99
Earnings per share ( H ) 2.89 2.35
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Risk management

Risk: Raw material price volatility

Mitigation: Maintain multiple supplier relationships, explore long-term contracts, and implement cost engineering to reduce material dependence. Monitor market trends to make informed procurement decisions.

Risk: Customer concentration risk

  • Mitigation: Diversify customer base across automotive OEMs, aftermarket segments, and export markets. Strengthen product offerings to attract new clients and reduce dependency on a few key customers.

Risk: Technology obsolescence

Mitigation: Invest in R&D focused on EV-compatible components and lightweight assemblies. Continuously upgrade manufacturing capabilities to align with evolving vehicle technologies and industry trends.

Risk: Regulatory compliance

Mitigation: Establish a dedicated compliance team to monitor legal and policy changes. Conduct regular internal audits and ensure timely certification renewals (ISO/TS standards) to remain aligned with evolving regulations.

Risk: Supply chain disruptions

Mitigation: Maintain buffer stocks for critical materials and components. Engage with multiple suppliers, develop localized sourcing options, and invest in supply chain visibility systems for risk forecasting.

Risk: Cyclical demand in the automotive sector

Mitigation: Expand product portfolio to cater to EV and industrial segments. Focus on exports to balance domestic fluctuations and adopt a lean cost structure to maintain operational flexibility during downcycles.

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Corporate Overview Statutory Reports Financial Statements

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Risk: Working capital pressure

Mitigation: Strengthen receivables follow-up, implement inventory optimization, and improve cash flow management. Maintain adequate credit lines to manage liquidity efficiently during demand variability.

Risk: Manpower and skill gaps

Mitigation: Conduct regular training programs and invest in upskilling for automation and precision engineering. Collaborate with vocational institutions to ensure a pipeline of technically skilled workers.

Risk: Foreign exchange risk

Mitigation: Use hedging instruments judiciously. Aim for natural hedging by balancing imports and exports. Adjust pricing structures to factor in currency fluctuations for longterm contracts.

Risk: Reputation and ESG compliance

Mitigation: Strengthen ESG practices by adopting energyefficient operations, enhancing workplace safety, and improving governance transparency. Align sustainability reporting with evolving stakeholder expectations.

Human resource management

The company fosters a performance-oriented work culture built on customer focus, innovation, and an unwavering commitment to quality. Consistent investment in employee training and upskilling initiatives ensures alignment with evolving industry needs while driving operational efficiency.

Date: 4[th] August, 2025 Place: Pune

Emphasis is placed on attracting and retaining highcaliber talent through structured growth opportunities, transparent evaluation systems, and employee-friendly policies. Engagement is further strengthened through recognition programs, wellness initiatives, and activities that promote work-life balance. As on 31 March 2025, the total workforce stood at []. Industrial relations remained smooth and constructive across all locations throughout the year, reflecting a stable and collaborative workforce environment.

Internal control systems and their adequacy

The internal control systems are designed to ensure orderly and efficient conduct of operations, safeguard of assets, accuracy and completeness of accounting records, and timely preparation of reliable financial information. These controls are aligned with the size and nature of operations and are periodically reviewed for adequacy and effectiveness. Robust processes are in place for risk assessment, compliance monitoring, and internal audits, supported by a comprehensive ERP system that enhances transparency and operational oversight. Regular reviews by the audit committee and management help identify process improvements and ensure that controls remain responsive to evolving business needs and regulatory requirements.

Cautionary statement

This statement made in this section describes the Company’s objectives, projections, expectation and estimations which may be ‘forward-looking statements’ within the meaning of applicable securities laws and regulations.

On behalf of the Board of Directors For Kinetic Engineering Limited S/d Arun Hastimal Firodia Chairman (DIN: 00057324)

Report on Corporate Governance

[Pursuant to Part C of Schedule V to the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015]

1. COMPANY’S PHILOSOPHY ON CORPORATE GOVERNANCE:

directors to maintain its independence, and separate its functions of governance and management. The SEBI (Listing Obligations and Disclosure Requirements) 2015 (hereby referred to as “Listing Regulations, 2015”) mandate that for a Company with a Non-Executive Chairman, who is a promoter, at least fifty percent of the Board should comprise of independent Directors.

The Corporate Governance standards demonstrate inalienable rights vested with various stakeholders, and strong commitment to values, ethics and business conduct. The Company is committed to good corporate governance, based on an effective Independent Board, separation of supervisory role from the executive management and the constitution of committees to oversee critical areas thus upholding the standards practically at every sphere ranging from action plans to performance measurement and consumer satisfaction.

As on 31[st] March, 2025 our Board comprised eight members, consisting of a non- executive chairman, one executive director and six non-executive directors where in five are independent directors. The composition of Board is in accordance with the requirements of Listing Regulations, 2015 & Companies Act, 2013.

KEL Corporate Governance philosophy is about intellectual honesty, whereby the governance is not just about encompassing regulatory and legal requirements but also strives to enhance stakeholders’ value as a whole. The Company’s philosophy includes protection and facilitation of shareholders’ rights, provide adequate and timely information and ensuring equitable treatment to all shareholders. The Company also ensures timely and accurate disclosure on all material matters including the financial situation, performance, ownership and governance of the Company.

All the directors possess the requisite qualifications and experience in corporate management and finance, banking and other allied fields enabling them to contribute effectively in their capacity as Directors of the Company.

All the independent directors of the Company furnish declaration annually that they qualify the conditions of their being independent. All such declarations are placed before the Board. Further all the Directors provide declarations annually that they have not been disqualified to act as Director under Section 164(2) of the Companies Act, 2013.

2. BOARD OF DIRECTORS:

We believe that our Board needs to have an appropriate mix of executive, non-executive and independent

  • A. Composition and Category of Directors

Director Name Category Mr. Arun Hastimal Firodia Promoter/ Chairman Mrs. Jayashree Arun Firodia Promoter/ Non-Executive Director Mr. Ajinkya Arun Firodia Promoter/ Executive Director Mr. Venkataiah Madipalli Independent Non-Executive Director Mr. Jinendra Hirachand Munot Independent Non-Executive Director Mr. Dattatray Parvati Navale Independent Non-Executive Director Mr. Achal Shirish Kotecha Independent Non-Executive Director *Mr. Rohit Prakash Bafana Independent Non-Executive Director #Mrs. Sulajja Firodia Motwani Promoter/ Non-Executive Director

  • *Mr. Rohit Prakash Bafana has completed his term as an Independent Director in Company and consequently ceased to be a Director of the Company. However, Company appointed him as an Independent Director w.e.f. 30[th] May, 2024.

  • #Mrs. Sulajja Firodia Motwani resigned from the directorship of the company with effect from 3[rd] October, 2024.

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B. Attendance of Directors at Board Meetings and at the last Annual General Meeting:

The details of Attendance of Directors at the Board Meetings and at the last Annual General Meeting are as hereunder:

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Name of the Director Board meeting held Board Meeting Attendance at the
during the tenure of Attended last AGM held on
the Director 30 [th] September, 2024
Mr. Arun Hastimal Firodia 7 7 Yes
Mrs. Jayashree Arun Firodia 7 6 Yes
Mrs. Sulajja Firodia Motwani 2 1 Yes
Mr. Ajinkya Arun Firodia 7 7 Yes
Mr. Jinendra Hirachand Munot 7 3 Yes
Mr. Venkataiah Madipalli 7 7 Yes
Mr. Dattatray Parvati Navale 7 6 Yes
Mr. Achal Shirish Kotecha 7 6 Yes
Mr. Rohit Prakash Bafana 6 6 Yes
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C. Number of other Board of Directors or Committees in which a Directors is a Member or Chairperson

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Name of the Director No. of other Directorships No. of other Board Committees [##]
Directorships held in Listed Chairman Member
held Companies #
Mr. Arun Hastimal Firodia 5 Nil - -
Mrs. Jayashree Arun Firodia 5 Nil - -
Mr. Ajinkya Arun Firodia 7 Nil - -
Mr. Achal Shirish Kotecha 1 Nil - -
Mr. Rohit Prakash Bafana 5 Nil - 2
Mr. Jinendra Hirachand Munot 3 Nil - -
Mr. Venkataiah Madipalli - Nil - -
Mr. Dattatray Parvati Navale - Nil - -
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# Excludes directorships in in Kinetic Engineering Limited.

## Committees considered in Public Limited Companies only excluding Kinetic Engineering Limited.

Firodia (Chairman) and Mrs. Jayashree Arun Firodia (Non-Executive Director) and brother of Mrs. Sulajja Firodia Motwani (Non-Executive Director)

D. Number of Meetings of the Board of Directors held and dates on which held:

During the Financial Year 2024-25, agenda of the Board / Committee meeting(s) with proper explanatory notes to agenda was prepared and circulated well in advance to all the Board Committee members. The Board also reviewed periodical compliances of all applicable acts, law(s) / rule(s) and regulation(s) during the Financial Year 2024- 25.

  • Mrs. Jayashree Arun Firodia (Non-Executive Director) on the Board is spouse of Mr. Arun Hastimal Firodia (Chairman) and mother of Mr. Ajinkya Arun Firodia, (Managing Director) and Mrs. Sulajja Firodia Motwani (Non-Executive Director)

During the year under review, Seven Board Meetings were held in the year 2024-25 dated 30[th] May 2024, 14[th] August 2024, 14[th] November 2024, 21[st] January 2025, 14[th] February 2025, 27[th] March 2025 and 29[th] March 2025. The Last Annual General Meeting (AGM) of the Company was held on 30[th] September, 2024 through video conferencing.

  • Mr. Arun Hastimal Firodia (Chairman) on the Board is spouse of Mrs. Jayashree Arun Firodia (Non-Executive Director) and father of Mr. Ajinkya Arun Firodia, (Managing Director) and Mrs. Sulajja Firodia Motwani (Non-Executive Director)

  • Mrs. Sulajja Firodia Motwani (Non-Executive Director) on the Board is daughter of Mr. Arun Hastimal Firodia (Chairman) and Mrs. Jayashree Arun Firodia (Non-Executive Director) and sister of Mr. Ajinkya Arun Firodia, (Managing Director)

E. Disclosure of relationships between directors inter-se

  • Mr. Ajinkya Arun Firodia, (Managing Director) on the Board is son of Mr. Arun Hastimal

F. Number of Shares and Convertible Instruments held by Non- Executive Directors

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Name of Non- Executive Directors No. of No. of Convertible
Shares held Instruments held
Mr. Arun Hastimal Firodia 32,963 13,63,868
Mrs. Jayashree Arun Firodia 39,25,222 Nil
Mrs. Sulajja Firodia Motwani 616 Nil
Mr. Achal Shirish Kotecha Nil Nil
Mr. Jinendra Hirachand Munot 28,712 Nil
Mr. Venkataiah Madipalli 37 Nil
Mr. Dattatray Parvati Navale Nil Nil
Mr. Rohit Prakash Bafana 5,000 Nil
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G. Web link where details of Familiarization Programmes imparted to Independent Directors is disclosed

The Board of Directors has approved familiarization programme for Independent Directors. The details regarding familiarization programmes imparted to Independent Directors of the Company are also given on the website of the Company at www.kineticindia.com/policies/under Investor Relations Section.

H. Skills / Expertise / Competence of the Board of Directors:

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The Board has identified the following core skills / expertise / competencies as required in the context of the
Company’s business(es) and sector(s) for it to function effectively and are currently available with the Board:
Skill / Expertise / Competency
Industry Knowledge / Experience Technical skills / Experience Behavioural Competencies
Knowledge of Automobile Industry Projects, Accounting, Finance, Sound Judgment, Integrity
Sector and Knowledge of Government Law, Marketing Experience, IT and and High Ethical Standard,
Policy. Digital outreach, Public Relations, Interpersonal Relations, Listening
Risk Management Systems, Human & Verbal Communication Skills
Resource Management and Strategy and Understanding of effective
Development and Implementation. Decision-making processes.
On the basis of the above-mentioned skill matrix, the skills which are currently available with the Board are as
under: -
Name of the Director Industry Technical skills / Behavioural
Knowledge / Experience Competencies
Experience
Mr. Arun Hastimal Firodia   
Mrs. Jayashree Arun Firodia  - 
Mr. Ajinkya Arun Firodia   
Mr. Achal Shirish Kotecha   
Mr. Jinendra Hirachand Munot   
Mr. Venkataiah Madipalli   
Mr. Dattatray Parvati Navale   
Mr. Rohit Prakash Bafana   
Mrs. Sulajja Firodia Motwani   
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  • I. Confirmation that in the opinion of the J. Detailed reasons for the resignation of the Board, the Independent Directors fulfil the Independent Director who resigns before conditions specified in these Regulations and the expiry of his/her tenure along with a are independent of the management confirmation by such director that there are no other material reasons other than those

  • Based on the declaration submitted by the provided - None

Based on the declaration submitted by the Independent Directors of the Company provided at the beginning of the Financial Year 2024-25, the Board hereby certify that all the Independent Directors appointed by the Company fulfils the conditions specified in these regulations and are independent of the management.

3. AUDIT COMMITTEE:

A. Brief description of terms of reference:

The primary objective of the audit committee is to monitor and provide an effective supervision of

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Corporate Overview Statutory Reports Financial Statements

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the Management’s financial reporting process, to ensure accurate and timely disclosures with the highest levels of transparency, integrity and quality of financial reporting. The Committee oversees the work carried out in the financial reporting process by the Management, the internal auditors and the Independent Auditors and notes the processes and safeguards employed by each of them. The audit committee is responsible to select, evaluate and where appropriate, replace the independent auditors in accordance with the law. All possible measures are taken by the committee to ensure the objectivity and independence of Independent auditors.

  • B. Composition of Committee during the year under review:

The Committee is comprised solely of Independent Directors and is in compliance with the requirements of Section 149 of the Companies Act, 2013 & Regulation 18 of the Listing Regulations, 2015 during the financial year 2023-24:

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Name of the Director Category Status
Mr. Jinendra Hirachand Independent Chairman
Munot Director
Mr. Achal Shirish Independent Member
Kotecha Director
Mr. Venkataiah Madipalli Independent Member
Director
Mr. Dattatray Parvati Independent Member
Navale Director
Mr. Rohit Prakash Independent Member
Bafana Director
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  • C. Meetings and attendance during the year under review:

During the year under review, five (5) Meetings of the Audit Committee were held on 30/05/2024, 14/08/2024, 14/11/2024, 21/01/2025, and 14/02/2025. Details of attendance of the Members at the meeting were as follows:

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Name of the Director No. of No. of
Meetings Meetings
held during attended
the Year
Mr. Jinendra Hirachand 05 3
Munot
Mr. Achal Shirish 05 4
Kotecha
Mr. Venkataiah Madipalli 05 5
Mr. Dattatray Parvati 05 4
Navale
Mr. Rohit Prakash 03 3
Bafana
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The Head of Finance Department, CEO, Internal Auditors, Representative of Statutory Auditors, and other Senior Executives members of the Company were also invited to attend the Audit Committee Meetings. The Company Secretary acts as a secretary to the Audit Committee.

4. NOMINATION AND REMUNERATION COMMITTEE

A. Brief description of Terms of reference:

  • Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down and recommend to the Board their appointment and removal.

  • Formulation of criteria for evaluation of Independent Directors and the Board;

  • Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration of the directors, key managerial personnel and other employees;

  • Devising a policy on Board diversity;

  • Recommending to the Board on candidates for any Board vacancies that are to be filled.

  • B. Composition of Committee during the year under review:


Recommending to the Board on candidates for
any Board vacancies that are to be flled.
Composition of Committee during the year
under review:






Recommending to the Board on candidates for
any Board vacancies that are to be flled.
Composition of Committee during the year
under review:






Recommending to the Board on candidates for
any Board vacancies that are to be flled.
Composition of Committee during the year
under review:





The
composition
of
the
Nomination
and
Remuneration Committee for the year ended 31st
March, 2025 is as follows:-
Name of the Director Category Status
Mr. Jinendra Hirachand
Munot
Independent
Director
Chairman
Mr. Achal Shirish
Kotecha
Independent
Director
Member
Mr. Venkataiah Madipalli Independent
Director
Member
Mr. Dattatray Parvati
Navale
Independent
Director
Member
Mr. Rohit Prakash
Bafana
Independent
Director
Member
  • C. Meetings and attendance during the year under review:

During year under review, Three (3) Meetings of the Nomination and Remuneration Committee were held on 30/05/2024, 14/08/2024 and 14/02/2025. Details of attendance of the Members at the meeting were as follows:

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Name of the Director No. of No. of
Meetings Meetings
held during attended
the Year
Mr. Jinendra Hirachand 3 2
Munot
Mr. Achal Shirish 3 2
Kotecha
Mr. Venkataiah Madipalli 3 3
Mr. Dattatray Parvati 3 3
Navale
Mr. Rohit Prakash 1 1
Bafana
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The Company Secretary acts as a secretary to the Nomination and Remuneration Committee Meeting.

D. Performance evaluation criteria for Independent Directors

The indicative criteria for evaluation of performance of the Independent Director that are provided in their terms of appointment are as under:

  • Attendance and contribution at Board and Committee meetings.

  • Appropriate mix of expertise, skills, behavior, experience, leadership qualities, sense of sobriety and understanding of business, strategic direction to align company’s value and standards.

  • Knowledge of finance, accounts, legal, investment, marketing, foreign exchange/ hedging, internal controls, risk management, assessment and mitigation, business operations, processes, and corporate governance.

  • Ability to create a performance culture that drives value creation and a high quality of debate with robust and probing discussions.

  • Effective decision-making ability.

  • Ability to open channels of communication with executive management and other colleagues on Board to maintain high standards of integrity and probity.

  • His/her global presence, rational, physical, and mental fitness, broader thinking, vision on corporate social responsibility etc.

  • His/her ability to monitor the performance of management and satisfy himself/herself with integrity of the financial controls and systems in place by ensuring the right level of contact with external stakeholders.

  • His/her contribution to enhance overall brand image of the Company.

E. Meeting of Independent Directors

In terms of the provisions of the Schedule IV of the Act and Regulation 25 (3) of the Listing Regulations, the Independent Directors of the Company shall meet at least once in a year, without the presence of Non-Independent Directors. This meeting is primarily intended to discuss sensitive matters without bias or influence from management or non-independent directors, review the performance of the Chairman, Managing Director, and other executive directors, assess the overall performance of the Board and its committees. The Independent Directors met on 29/03/2025. The Independent Directors have expressed satisfaction on overall evaluation process, coverage of various key aspects of company’s affairs which board members may influence or impact, through direct participation or supervision.

5. STAKEHOLDERS RELATIONSHIP COMMITTEE

The Committee assists the Board and the Company in maintaining healthy relationships with all stakeholders. The Committee oversees the mechanisms for redressing grievances and complaints from stakeholders and reviews the matters connected therewith. The Company Secretary acts as a secretary to the Stakeholders Relationship Committee.

A. Composition of the Committee during the year under review:

The composition of the Stakeholders Relationship Committee for the year ended 31[st] March, 2025 is as follows: -

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----- Start of picture text -----

Name of the Director Category Status
Mr. Jinendra Hirachand Independent Chairman
Munot Director
Mr. Achal Shirish Independent Member
Kotecha Director
Mr. Venkataiah Madipalli Independent Member
Director
Mr. Dattatray Parvati Independent Member
Navale Director
Mr. Rohit Prakash Independent Member
Bafana Director
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  • B. Meetings and attendance during the year under review:

During the period under review, one meetings of the Stakeholders Relationship Committee were held on 21/01/2025. Details of attendance of the Members at the meeting were as follows:

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Name of the Director No. of No. of 8. REMUNERATION OF DIRECTORS
Meetings Meetings
A. All Pecuniary Relationship or Transactions
held during attended
of the Non-Executive Directors vis-à-vis the
the Year
listed entity.
Mr. Jinendra Hirachand 1 0
Munot Details of Sitting Fees paid to Non-Executive
Directors for attending Board/ Committee Meetings
Mr. Achal Shirish 1 1
and their shareholding in the Company during the
Kotecha
period ended on 31 [st] March, 2025 are as follows:
Mr. Venkataiah Madipalli 1 1
Mr. Dattatray Parvati 1 0 Sr. Name of the Non- Executive Sitting
Navale No. Director Fees
(In H )
Mr. Rohit Prakash 1 1
Bafana 1. Mrs. Jayashree Arun Firodia 35,000
2. Mr. Rohit Prakash Bafana 41,000
C. Name and designation of compliance officer 3. Mr. Jinendra Hirachand Munot 46,000
Mr. Chaitanya Mundra, Company Secretary & 4. Mr. Venkataiah Madipalli 55,000
Compliance Officer acts as Secretary to the 5. Mr. Dattatray Parvati Navale 36,000
Committee.
6. Mr. Achal Shirish Kotecha 46,000
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  • C. Name and designation of compliance officer Mr. Chaitanya Mundra, Company Secretary & Compliance Officer acts as Secretary to the Committee.

  • D. Number of shareholder’s complaints received, not solved to the satisfaction of shareholders and pending

  • B. Criteria of making payments to Non-Executive Directors

The terms of appointment/re-appointment, remuneration/fees, removal of Non-Executive Directors are governed by the resolutions passed by the Board / the Nomination and Remuneration Committee, which cover the terms and conditions of such appointment/ re appointment as per the Nomination and Remuneration Policy and Article of Association of the Company, as amended from time to time. No separate service contract is entered into by the Company with any Non-Executive Directors. The statutory provisions will however apply.

Number of shareholder’s complaints 0 received during the financial year Number of complaints not solved to the 0 satisfaction of shareholders Number of pending complaints as on 0 31[st] March, 2024

  1. RISK MANAGEMENT COMMITTEE - Not Applicable.

7. SENIOR MANAGEMENT

Particulars of Senior Management including the changes therein since the close of the previous financial year.

Further, the detailed Nomination and Remuneration Policy is annexed to Director’s Report as Annexure IV and forms part of this Integrated Annual Report and is also available on the website of the Company at www.kineticindia.com/policies under investor relation section.

Sr.
No.
Name Designation Changes, if
any
1. Mr. Vinayak
Jayaram
Shevade
Chief Financial
Offcer
-
2. Mr. Chaitanya
Mundra
Company
Secretary
-
3. Mr. Rajpal
Sharma
Chief Operating
Offcer
-

C. Disclosure with respect to Remuneration

  • i. Details of Remuneration paid to Executive Directors for the year ended on 31[st] March, 2025:

The aggregate value of salary, perquisites and commission paid for the year ended 31[st] March, 2025 to the Managing Director (MD) is as follows:

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----- Start of picture text -----

Sr. Particulars of Remuneration Ajinkya Arun Total (in H )
No. Firodia
1 Gross Salary
(a.) Salary 1,06,10,032 1,06,10,032
(b.) Perquisites - -
----- End of picture text -----

Sr.
No.
Particulars of Remuneration
Ajinkya Arun
Firodia
Total (inH)
2 Commission as % ofproft - -
3 Others - -
Total 1,06,10,032 1,06,10,032
  • All the above remuneration was fixed/varies with respect to time-scale.

  • ii. Details of fixed component and performance linked incentives, along with the performance criteria: The details of fixed component are as provided in the table above and there are no other incentives paid to any Director of the Company.

  • iii. Service Contract, Severance Fee and Notice Period of the Executive Directors: The appointment/re-appointment of the Executive Directors is governed by the resolutions passed by the Board / The Nomination and Remuneration Committee/ Nomination and Remuneration Policy and the Shareholders of the Company, which cover the terms and conditions of such appointment, read with the service rules of the Company. A separate Service Contract is not entered into by the Company with Executive Directors. No notice period or severance fee is payable to any Director. The statutory provisions will however apply. The terms of appointment/re-appointment, remuneration and removal of Executive Directors are as per the Nomination and Remuneration Policy.

  • iv. Stock Options details, if any and whether issued at a discount as well as the period over which accrued and over which exercisable: Nil

9. GENERAL BODY MEETINGS:

  • A. Location and time where the last three Annual General Meeting was held and special resolution passed thereat:
Year
ended
Date of AGM Time Venue Whether
Special
Resolution
Passed or not
Details of Special Resolution
passed
31stMarch
2024
30thSeptember,
2024
11.30 a.m. Through Video
Conferencing (‘VC’)/
Other Audio Visual
Means (‘OAVM’)
facility.
D-1 Block, Plot No.
18/2, Chinchwad
MIDC, Pune – 411019
Yes To appoint a director in place
of Mrs. Jayashree Arun Firodia
(DIN: 00328499), who attains
81 years’ of age and retires by
rotation, being eligible, offers
herself for re-appointment.
31stMarch
2023
29thSeptember,
2023
11.30 a.m. Through Video
Conferencing (‘VC’)/
Other Audio Visual
Means (‘OAVM’)
facility.
D-1 Block, Plot No.
18/2, Chinchwad
MIDC, Pune – 411019
Yes Re-appointment of Mr. Ajinkya
Arun Firodiya, as the Managing
Director of the Company.
Appointment of Mr. Dattatray
Parvati Navale, (DIN: 10207503)
as Non - Executive Independent
Director
Appointment of Mr. Achal
Shirish Kotecha, (DIN:
03543151) as Non - Executive
Independent Director
31stMarch
2022
29thSeptember,
2022
11.30 a.m. Through Video
Conferencing (‘VC’)/
Other Audio Visual
Means (‘OAVM’)
facility.
D-1 Block, Plot No.
18/2, Chinchwad
MIDC, Pune – 411019
Yes Issue of Equity Shares on
Preferential basis to Micro Age
Instruments Private Ltd.

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Corporate Overview Statutory Reports Financial Statements

==> picture [65 x 33] intentionally omitted <==

B. Details of Special Resolution passed last year through Postal Ballot, details of voting pattern and procedure thereof and person who conducted Postal Ballot exercise:

During FY 2024-25, the Company sought the approval of the shareholders by way of postal ballot, through notice dated 31[st] May, 2024 and 21[st] January, 2025 on the following Special Resolution:

Sr. No. Description of the Special Resolution
1. Issue of EquityShares on Preferential basis to Promoter of the Company.
2. Appointment of Mr. Rohit Prakash Bafana (DIN: 00590469), as Non - Executive Independent Director
3. Issuance of Convertible Warrants on a Preferential Basis.
4. To approve increase in the limits applicable for making investments / extending loans and giving
guarantees orprovidingsecurities in connection with loans topersons /bodies corporate.

The Company had appointed Dinesh Birla, Practicing Company Secretary (FCS No. 7658, CP No. 13029) as Scrutinizer for conducting the postal ballot including remote e-voting process in a fair and transparent manner.

The details of e-voting on the aforementioned resolution is provided hereunder:

Particulars of Resolution Type of
Resolution
Total No.
of Vote
Cast
Votes in favour of the
resolution
Votes in favour of the
resolution
Votes against
the resolution
Votes against
the resolution
Invalid Votes, if
Any
Invalid Votes, if
Any
Nos. Nos. % Nos. % Nos. %
Issue of Equity Shares
on Preferential basis to
Promoter of the Company.
Special
Resolution
14932844 14932357 99.9967 487 0.0033 0 0
Appointment of Mr. Rohit
Prakash Bafana (DIN:
00590469), as Non -
Executive Independent
Director.
Special
Resolution
14932844 14932546 99.9980 298 0.0020 0 0
Issuance of Convertible
Warrants on a
Preferential Basis.
Special
Resolution
14709169 14708678 99.9967 491 0.0033 0 0
To approve increase in
the limits applicable
for making investments
/ extending loans and
giving guarantees or
providing securities in
connection with loans
to persons /bodies
corporate.
Special
Resolution
14709179 14704518 99.9683 4661 0.0317 0 0

The Resolution mentioned in the Notice as per the details given above stand passed under remote e-voting with the requisite majority.

Results for the whole Financial Year as per the format prescribed under SEBI (LODR) Regulations.

press releases, compliance with corporate governance, various policies, contact information of the designated officials of the Company who are responsible for assisting and handling investor grievances, etc.

B. Newspapers wherein results normally published:

The Company’s quarterly/half-yearly/annual financial results are sent to Stock Exchange and published in ‘Financial Express” and ‘Loksatta’ newspapers.

The Company’s website www.kineticindia. com. contains a separate dedicated section “Investor Relations” where information related to shareholders is available.

C. Website, where displayed:

D. Official News Releases:

The financial results are displayed on the Company’s website www.kineticindia.com. Simultaneously, financial results of the Company are also available at www.bseindia.com. The website of the Company www.kineticindia.com. is regularly being updated with the basic information about the Company e.g. details of its business, financial information, shareholding pattern, annual report, quarterly financial results, corporate announcements,

  • The Company regularly publishes an information update on its financial results and also displays official news releases in the investor relations section.

E. Presentations made to Institutional Investors or to the analyst:

No presentation was made to Institutional Investors or Analysts.

11. GENERAL SHAREHOLDER INFORMATION

A. 54[th] Annual General Meeting – Day, Date, Time and Venue:

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----- Start of picture text -----

Day Date Time Venue and Mode
30 [th] September, 2025 30/09/2025 11.30 A.M. Through Video Conferencing (VC) or Other Audio Visual Means
----- End of picture text -----

(OAVM). Company’s Registered Office i.e. D1 Block, Plot No.18/2, Chinchwad, Pune, Maharashtra, India, 411019

B. Financial year:

The Financial year of the Company starts from 1[st] April of a year and ends on 31[st] March of the following year.

Adoption of quarterly results for the quarter ending (tentative and subject to change)

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----- Start of picture text -----

Quarter Ending Date
30 [th] June, 2025 28 [th] July, 2025 (Declared)
30 [th] September, 2025 14 [th] November, 2025
31 [st] December, 2025 14 [th] February, 2025
31 [st] March, 2026 30 [th] May, 2026
----- End of picture text -----

C. Dividend Payment

C. Procedure for Postal Ballot:

The Postal Ballot was carried out as per the provisions of Sections 108 and Section 110 of the Companies Act, 2013, (the Act), read together with the Companies (Management and Administration) Rules, 2014, all the applicable General Circular issued by the Ministry of Corporate Affairs (“MCA”) from time to time and Regulation 44 of the SEBI (LODR) Regulations and Secretarial Standard on General Meetings (“SS-2”) issued by the Institute of Company Secretaries of India and other applicable provisions, including any statutory modification or re-enactment thereof for the time being in force.

D. Details of special resolution proposed to be conducted through Postal Ballot this year:

Currently, there is no proposal to pass any Special resolution through Postal Ballot. Special resolutions by way of Postal Ballot, if required to be passed in the future, will be decided at the relevant time.

10. MEANS OF COMMUNICATION

A. Quarterly Results:

The Company published extract of the detailed format of Quarterly Un-Audited Financial Results and Audited Standalone and Consolidated Financial

The Directors have not recommended any Dividend for the financial year ended on 31[st] March, 2025.

D. Listing of Shares on Stock Exchanges

The shares of the Company are listed on BSE Limited, Phiroze Jeejeebhoy Towers, Dalal Street, Fort Mumbai - 400 001.

E. Stock Code and ISIN

BSE (Equity Shares) : 500240 ISIN for equity shares : INE266B01017

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Corporate Overview

Statutory Reports Financial Statements

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F. Market Price Data- High, Low during each month in last financial year

==> picture [466 x 210] intentionally omitted <==

----- Start of picture text -----

Month KEL Share Price BSE Sensex
Month & Year
High (In H ) Low (In H ) Close (In H ) High (In H ) Low (In H ) Close (In H )
April, 2024 195.95 153.00 193.10 75124.28 71816.46 74482.78
May, 2024 199.20 166.10 173.95 76009.68 71866.01 73961.31
June, 2024 235.90 157.55 212.40 79671.58 70234.43 79032.73
July, 2024 214.40 178.00 192.50 81908.43 78971.79 81741.34
August, 2024 219.45 175.50 190.45 82637.03 78295.86 82365.77
September, 2024 196.80 174.00 175.85 85978.25 80895.05 84299.78
October, 2024 192.00 152.40 170.15 84648.40 79137.98 79389.06
November, 2024 174.95 149.00 161.55 80569.73 76802.73 79802.79
December, 2024 181.50 153.10 164.50 82317.74 77560.79 78139.01
January, 2025 228.00 143.00 222.45 80072.99 75267.59 77500.57
February, 2025 228.00 171.00 184.00 78735.41 73141.27 73198.10
March, 2025 199.70 167.15 177.30 78741.69 72633.54 77414.92
Stock Market Price Data (Source: Official Website of BSE www.bseindia.com):
----- End of picture text -----

G. Performance in comparison to broad–based indices such as BSE Sensex:

Kinetic Engineering Ltd (KEL) Share price on BSE vis-à-vis BSE Sensex (2024-25)

==> picture [465 x 234] intentionally omitted <==

----- Start of picture text -----

86000 250
84000
82000 200
80000
78000 150
76000
74000 100
72000
70000 50
68000
66000 0
BSE KEL
Apr-24May-24 Jun-24 Jul-24Aug-24Sep-24 Oct-24Nov-24Dec-24 Jan-25 Feb-25Mar-25
----- End of picture text -----

H. In case the securities are suspended from trading, the directors report shall explain the reason thereof – Not Applicable

I. Registrars and Transfer Agents:

The Company’s equity shares are compulsorily traded in Demat mode and hence transferable through the depository system. MUFG Intime India Pvt. Ltd. (Formally known as Link Intime India Pvt. Ltd.) Akshay Complex, Block No. 202, 2[nd] Floor, Dhole Patil Road, Pune - 411001 has been appointed as Company’s Registrars and Transfer Agent as per SEBI’s Circular for appointment of Common Agency to carry physical and electronic share registry work.

Share Transfer System

J.

All the transfers received are processed by the Registrars and Transfer Agent and approved by the Authorised Directors/ Company Secretary of the Company. The demat request which were received in physical form, were processed and the share certificates returned within a period of 30 days from the date of receipt, (as per the relaxation in time line granted for processing of Demat request vide SEBI letter no. NSDL/11/SEBI/PP/2150/2018 dated 24[th] January, 2019) subject to the documents being valid and complete in all respects.

K. Distribution of Shareholding as on 31[st] March, 2025.

==> picture [484 x 560] intentionally omitted <==

----- Start of picture text -----

Kinetic Engineering Limited
Distribution Of Shareholding Based On Shares Held
Report Type : All(NSDL+CDSL+PHYSICAL)
SERIAL SHARES RANGE NUMBER OF % OF TOTAL TOTAL SHARES % OF ISSUED
# SHAREHOLDERS SHAREHOLDERS FOR THE RANGE CAPITAL
1 1 to 500 21026 92.7809 1377371 6.1928
2 501 to 1000 684 3.0183 546073 2.4552
3 1001 to 2000 471 2.0784 696910 3.1334
4 2001 to 3000 159 0.7016 402831 1.8112
5 3001 to 4000 67 0.2956 245152 1.1022
6 4001 to 5000 63 0.2780 299204 1.3453
7 5001 to 10000 96 0.4236 707335 3.1802
8 10001 to * 96 0.4236 17966624 80.7797
Total 22662 100.0000 22241500 100.0000
Shareholding Pattern as on 31 [st] March, 2025.
Sr. No. Category No. of Shares Percentage (%)
A) Promoter and Promoter Group 1,44,02,276 61.52
Indian 1,44,02,276 61.52
Foreign 0.00 0.00
TOTAL (A) 1,44,02,276 61.52
B) Public Shareholding
(I) Institutions:
Mutual Funds/UTI 694 0
Financial Institutions/Banks 2,575 0.01
Insurance Companies 0 0
Foreign Venture Capital Investors 13,30,935 5.69
Foreign Institutional Investors 256 0
Foreign Portfolio Investors 0 0
Total B (I) 13,31,191 5.69
(II) Non- Institutions:
Bodies Corporate 7,01,410 3
Individuals 65,41,421 27.94
Clearing Members 107 0
NRI/ NRN 1,36,035 0.58
Foreign Companies - -
OCB 342 0
Trusts 18 0
HUF 2,98,291 1.27
NBFC 0 0
Total B (II) 76,77,624 32.79
TOTAL (B) [I+II] 90,08,815 38.48
GRAND TOTAL(A+B) 2,34,11,091 100
*----- End of picture text -----

L. Dematerialization of shares and liquidity

The Company’s Shares are compulsory traded on BSE in dematerialized form. As on 31[st] March, 2025 the details of the Shares of the Company held in physical and demat form are given below:

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----- Start of picture text -----

Sr. No. Category No. of Shares Percentage (%)
1. Shares held in Physical Form 4,76,605 2.04
2. Shares held in Demat Form - NSDL 1,94,97,301 83.28
3. Shares held in Demat Form - CDSL 34,37,185 14.68
Total 2,34,11,091 2,34,11,091
----- End of picture text -----

114 | Kinetic Engineering Limited

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Corporate Overview Statutory Reports Financial Statements

==> picture [65 x 33] intentionally omitted <==

  • M. Outstanding Global Depository Receipts or American Depository Receipts or warrants or any convertible instruments, conversion date and likely impact on equity

There are no GDRs/ADRs/Warrants outstanding as on 31[st] March, 2025.

  • N. Commodity price risk or foreign exchange risk and hedging activities

The Company does not deal in commodities and hence the disclosure pursuant to SEBI (LODR) Regulations is not applicable.

O. Plant Locations

The Company’s plant is located at Ahmednagar - Daund Road, Ahmednagar (Maharashtra).

P. Address for correspondence

Shareholder’s correspondence may be addressed to the Registrars & Transfer Agent - MUFG Intime India Pvt. Ltd. (Formally known as Link Intime India Pvt. Ltd.), Block No. 202, Akshay Complex, 2[nd] floor, Dhole Patil Road, Pune - 411001. Shareholders holding shares in electronic mode should address all their correspondence to their respective Depository Participants. Investor grievances, queries, etc. can be additionally marked to kelinvestors@kineticindia. com

Q. Credit Ratings: CRISIL Ratings has assigned its ‘CRISIL BB+/Stable’ rating to the bank facilities of Kinetic Engineering Limited (KEL). Total Bank Loan Facilities H 25 Crore Rated Long Term Rating CRISIL BB+/Stable (Reaffirmed)

12. OTHER DISCLOSURES:

  • A. Disclosures on materially significant related party transactions that may have potential conflict with the interests of listed entity at large.

During the financial year ended 31[st] March, 2025 there were no materially significant related party transactions that had potential conflict with the interest of the Company at large.

  • B. Details of non-compliance by the listed entity, penalties, strictures imposed on the listed entity by stock exchange(s) or the board or any statutory authority, on any matter related to capital markets, during the last three years.

The Company became a listed company from 8[th] October, 1970. No penalty or stricture has been

imposed by the Stock Exchanges or SEBI or any other authority since the date of listing.

  • C. Details of establishment of Vigil Mechanism / Whistle Blower Policy and affirmation that no personnel has been denied access to the Audit Committee.

The Company has established a Vigil Mechanism / Whistle Blower Policy pursuant to the provisions of Section 177 of the Companies Act, 2013 and rules made thereunder as amended from time to time and Regulation 22 of SEBI (LODR) Regulations for its Directors and Employees to report the genuine concerns about unethical behaviour, actual or suspected fraud or violation of the Company’s Code of Conduct or Ethics Policy. The said policy has been uploaded on the website of the Company and is available at https://kineticindia.com/policies/ under Investor Relations Section.

During the year under review, no director or employee has been denied access to the Audit Committee.

  • D. Details of compliance with mandatory requirements and adoption of the nonmandatory requirements.

The Company has complied with the mandatory requirements of SEBI (LODR) Regulations.

  • E. Weblink for Policy on determination of Material Subsidiary and Policy on Related Party Transactions.

Both the policies can be accessed at https:// kineticindia.com/policies under investor relations section.

  • F. Disclosure of Commodity price risks and commodity hedging activities.

The Company does not deal in commodities and hence the disclosure pursuant to SEBI (LODR) Regulations is not applicable.

  • G. Details of utilization of funds raised through preferential allotment or qualified institutions placement as specified under Regulation 32 (7A).

The funds are utilized as per the object stated in postal ballot dated 21[st] January, 2025.

  • H. Certificate from Practicing Company Secretary on Non-Disqualification of Directors.

The Company has obtained a certificate from a Practicing Company Secretary that none of the Directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as Directors of companies by the

SEBI/Ministry of Corporate Affairs or any such statutory authority in accordance with SEBI (LODR) Regulations. Copy of the Certificate is attached as Annexure III.

  • K. Disclosures in relation to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

In order to provide a safe and healthy work environment free of any hassles and all kinds of harassment including sexual harassment and to prevent and redress such harassment complaints, the Company has in place Prevention and Redressal of Sexual Harassment at Work Place Policy. This policy applies to all employees of the Company & its group companies like regular, temporary, ad hoc, contractual staff vendors, customers, trainees, probationers, apprentices, and also all visitors to the Company.

  • I. Where the board had not accepted any recommendation of any committee of the board which is mandatorily required, in the relevant financial year, the same to be disclosed along with reasons thereof:

The Board accepted the recommendations of its Committees, wherever made, during the year which were mandatorily required.

  • J. Total fees for all services paid by the Company and its subsidiaries, on a consolidated basis, to the statutory auditor and all entities in the network firm / network entity of which the Statutory Auditor is a part.

Number of complaints filed during the Nil financial year Number of complaints disposed-off during Nil the financial year Number of complaints pending as on end Nil of the financial year

Total fees for all services paid by the Company
and its subsidiaries, on a consolidated basis,
to the statutory auditor and all entities in the
network frm / network entity of which the
Statutory Auditor is a part.
Total fees for all services paid by the Company
and its subsidiaries, on a consolidated basis,
to the statutory auditor and all entities in the
network frm / network entity of which the
Statutory Auditor is a part.
M/s.
Pawan
Jain
and
Associates,
Chartered
Accountants (Firm Registration No.: 0107867W) has
been appointed as the Statutory Auditors of the
Company. The particulars of total fees paid by the
Company on consolidate basis, to the said Statutory
Auditor is given below:
Particulars Amount inHLakhs
Audit Fees 3.22
Limited Review Fee 0.80
Tax Audit 0.60
Total 4.62
  • L. Disclosure by Company and its subsidiaries of ‘Loans and advances in the nature of loans to firms/companies in which directors are interested by name and amount Not Applicable, as the Company has not given any loans and advances in the nature of loans to firms/ companies in which directors are interested by name and amount, during the year under review.

  • M. Details of material subsidiaries of the listed entity; including the date and place of incorporation and the name and date of appointment of the statutory auditors of such subsidiaries.

Name of material
subsidiary Company
Date of
Incorporation
Place of
Incorporation
Name of the Statutory Auditors Date of
Appointment
Kinetic Watts And Volts
Limited
27/09/2022 Pune M/s. Pawan Jain and Associates,
Chartered Accountants
(Firm Registration No.: 0107867W)
30/12/2023

The Board: The Company have Non-Executive Chairman and no expenses are being incurred & reimbursed in this regard.

  • N. The Company has complied with the requirements of Corporate Governance Report as mentioned in Sub Paras (2) to (10) of Schedule V of the SEBI (LODR) Regulations.

Shareholder’s Rights: The quarterly and half-yearly results are not being sent to the personal address of shareholders as the quarterly extract of financial results of the Company are published in the Newspaper having wide circulation in India. The quarterly/ half-yearly/ annual financial results are also posted on the website of the Company www.kineticindia.com. Also, financial results and shareholding pattern of the Company are available at www.bseindia.com.

  1. DISCLOSURE OF THE EXTEND TO WHICH THE DISCRETIONARY REQUIREMENTS AS SPECIFIED IN PART E OF SCHEDULE II HAVE BEEN ADOPTED The Company has adopted the following discretionary requirements as provided in the SEBI (LODR) Regulations:

116 | Kinetic Engineering Limited

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Modified opinion(s) in Audit Report: The Financial Statements of the Company are Un-modified.

Separate posts of Chairperson and the Managing Director or the Chief Executive Officer: Presently, Mr. Arun Hastimal Firodia is the Chairman of the Company and Mr. Ajinkya Arun Firodia is Managing Director of the Company.

Reporting of Internal Auditor: The Internal Auditors of the Company report directly to the Audit Committee and are invited to be present as invitees at the Audit Committee meetings held every quarter.

  1. DISCLOSURE OF COMPLIANCE OF REGULATION 17 TO 27 AND CLAUSES (B) TO (I) OF SUBREGULATION (2) OF REGULATION 46

The Company has complied with all the mandatory requirements specified in Regulations 17 to 27 of SEBI (LODR) Regulations and Clause (b) to (i) of Sub-regulation (2) of Regulation 46 of SEBI (LODR) Regulations.

  1. DECLARATION SIGNED BY THE CHIEF EXECUTIVE OFFICER STATING THAT THE MEMBERS OF BOARD OF DIRECTORS AND SENIOR MANAGEMENT PERSONNEL HAVE AFFIRMED COMPLIANCE WITH THE CODE OF CONDUCT OF BOARD OF DIRECTORS AND SENIOR MANAGEMENT.

The said declaration signed by the chief executive officer of the Company forms an integral part of the Integrated Annual Report.

16. COMPLIANCE CERTIFICATE FROM EITHER THE AUDITORS OR PRACTICING COMPANY SECRETARIES REGARDING COMPLIANCE OF CONDITIONS OF CORPORATE GOVERNANCE.

The Certificate from the Statutory Auditors of the Company regarding compliance of conditions of Corporate Governance forms an integral part of the Integrated Annual Report.

  1. DISCLOSURE WITH RESPECT TO SUSPENSE ESCROW DEMAT ACCOUNT.

The Company does not have any unclaimed shares and hence the disclosure pursuant to SEBI (LODR) Regulations is not applicable.

18. DISCLOSURE OF CERTAIN TYPES OF AGREEMENTS BINDING LISTED ENTITIES.

There are no agreements impacting management or control of the Company or imposing any restriction or create any liability upon the Company which require disclosure under Clause 5A of Para A of Part A of Schedule III of the Listing Regulations.

On behalf of the Board of Directors For Kinetic Engineering Limited S/d Arun Hastimal Firodia Date: 4[th] August, 2025 Chairman Place: Pune (DIN: 00057324)

Certificate of Non-Disqualification of Directors

(Pursuant to Regulation 34(3) and Schedule V Para C Clause (10)(i) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

To

The Members, Kinetic Engineering Limited D-1Block, Plot No.18/2, MIDC Chinchwad Pune MH - 411019

I have examined the relevant registers, records, forms, returns and disclosures received from the Directors of Kinetic Engineering Limited having CIN L35912MH1970PLC014819 and having registered office at D-1 Block, Plot No.18/2, MIDC Chinchwad, Pune MH 411019 (hereinafter referred to as ‘the Company’), produced before me by the Company for the purpose of issuing this Certificate, in accordance with Regulation 34(3) read with Schedule V Para-C Sub clause 10(i) of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

In my opinion and to the best of my information and according to the verifications (including Directors Identification Number (DIN) status at the portal www.mca.gov.in) as considered necessary and explanations furnished to me by the Company & its officers, I hereby certify that none of the Directors on the Board of the Company as stated below for the Financial Year ending on March 31, 2025 have been debarred or disqualified from being appointed or continuing as Directors of companies by the Securities and Exchange Board of India, Ministry of Corporate Affairs or any such other Statutory Authority.

==> picture [501 x 123] intentionally omitted <==

----- Start of picture text -----

Sr. No. Name of the Director DIN
1 Mr. Arun Hastimal Firodia 00057324
2 Mrs. Jayashree Arun Firodia 00328499
3 Mr. Ajinkya Arun Firodia 00332204
4 Mr. Rohit Prakash Bafna 00590469
5 Mr. Venkataiah Madipalli 00041420
6 Mr. Jinendra Hirachand Munot 00049838
7 Mr. Dattatray Parvati Navale 10207503
8 Mr. Achal Shirish Kotecha 03543151
----- End of picture text -----

Ensuring the eligibility of for the appointment / continuity of every Director on the Board is the responsibility of the management of the Company. Our responsibility is to express an opinion on these based on our verification. This certificate is neither an assurance as to the future viability of the Company nor of the efficiency or effectiveness with which the management has conducted the affairs of the Company.

For Dinesh Birla & Associates Company Secretaries

Place: Pune Date: 4[th ] August, 2025

Dinesh Birla, Proprietor FCS: 7658, CP No.:13029 Peer Review Cert.No.:1668/2022 UDIN: F007658G000898603

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Declaration by the Chief Finance Officer (CFO)

[Pursuant to Regulation 34(3) and Schedule V of the SEBI

Compliance Certificate by Statutory Auditor’s

(Pursuant to clause E of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015)

(Listing Obligations & Disclosure Requirements) Regulations, 2015]

I, Vinayak Jayaram Shevade, Chief Financial Officer of the Kinetic Engineering Limited, hereby declare that all the members of the Board of Directors and the Senior Management Personnel have affirmed compliance with the Code of Conduct of Board of Directors and Senior Management Personnel, applicable to them as laid down by the Board of Directors in terms of Regulation 26(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for the year ended 31[st] March, 2025.

To

The Members of Kinetic Engineering Limited

This certificate is issued in accordance with the terms of our engagement with Kinetic Engineering Limited (‘the Company’).

Date: 4[th] August, 2025 Place: Pune

For Kinetic Engineering Limited

S/d Vinayak Jayaram Shevade Chief Financial Officer

We have examined the compliance of conditions of Corporate Governance by the Company, for the year ended on March 31, 2025 as stipulated in regulations 17 to 27 and clauses (b) to (i) of regulation 46(2) and para C and D of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the Listing Regulations).

Managements’ Responsibility

The compliance of conditions of Corporate Governance is the responsibility of the Management. This responsibility includes the design, implementation and maintenance of internal control and procedures to ensure the compliance with the conditions of the Corporate Governance stipulated in Listing Regulations.

Auditor’s Responsibility

Chief Financial Officer (CFO) Certification

[Pursuant to Regulation 17 (8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015]

I Vinayak Jayaram Shevade, Chief Financial Officer of Kinetic Engineering Limited, to the best of my knowledge and belief hereby certify that:

  • A. I have reviewed financial statements and the cash flow statement for the year ended 31[st] March, 2025 and that to the best of our knowledge and belief:

  • these statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading;

  • these statements together present a true and fair view of the Company’s affairs and are in compliance with existing accounting standards, applicable laws and regulations.

  • B. There are, to the best of our knowledge and belief, no transactions entered into by the Company during the year which are fraudulent, illegal or violative of the Company’s Code of Conduct.

C. I accept responsibility for establishing and maintaining internal controls for financial reporting and that we have evaluated the effectiveness of internal control systems pertaining to financial reporting. We have not come across any reportable deficiencies in the design or operation of such internal controls.

  • D. I have indicated to the auditors and the Audit committee

Our responsibility is limited to examining the procedures and implementation thereof, adopted by the Company for ensuring compliance with the conditions of the Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.

We have examined the books of account and other relevant records and documents maintained by the Company for the purposes of providing reasonable assurance on the compliance with Corporate Governance requirements by the Company.

We have carried out an examination of the relevant records of the Company in accordance with the Guidance Note on Certification of Corporate Governance issued by the Institute of Chartered Accountants of India (the ICAI), the Standards on Auditing specified under Section 143(10) of the Companies Act 2013, in so far as applicable for the purpose of this certificate and as per the Guidance Note on Reports or Certificates for Special Purposes issued by the ICAI which requires that we comply with the ethical requirements of the Code of Ethics issued by the ICAI.

We have complied with the relevant applicable requirements of the Standard on Quality Control (SQC) 1, Quality Control for Firms that Perform Audits and Reviews of Historical Financial Information, and Other Assurance and Related Services Engagements.

Opinion

Based on our examination of the relevant records and according to the information and explanations provided to us and the representations provided by the Management, we certify that the Company has complied with the conditions of Corporate Governance as stipulated in regulations 17 to 27 and clauses (b) to (i) of regulation 46(2) and para C and D of Schedule V of the Listing Regulations during the year ended March 31, 2025.

We state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the Management has conducted the affairs of the Company.

  1. There are no significant changes in internal controls over financial reporting during the year;

  2. There are no significant changes in accounting policies during the year; and

  3. There are no instances of significant fraud of which we have become aware.

Date: 4[th] August, 2025 Place: Pune

For Kinetic Engineering Limited

S/d Vinayak Jayaram Shevade Chief Financial Officer

Date: 13[th] May 2025 Place: Pune

For Pawan Jain and Associates Chartered Accountants Firm Registration No: 0107867W

S/d CA Pawan Jain Partner Membership No: 032900 UDIN: 25032900BMILTH8598

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Independent Auditors Report

To

The Members of KINETIC ENGINEERING LIMITED

in forming our opinion thereon, and we do not provide a separate opinion on these matters.

REPORT ON THE AUDIT OF STANDALONE FINANCIAL STATEMENTS

Opinion

Other Information

We have audited the standalone financial statements of Kinetic Engineering Limited (“the Company”), which comprise the Balance Sheet as at March 31, 2025, and the Statement of Profit and Loss (including other comprehensive income), Statement of Changes in Equity and Statement of Cash Flows for the year then ended, and notes to the standalone financial statements, including summary of significant accounting policies and other explanatory information (hereinafter referred to as “the standalone financial statements”).

The Company’s management and Board of Directors are responsible for the other information. The other information comprises the information included in the Company’s annual report, but does not include the standalone financial statements and our auditors’ report thereon.

Our opinion on the standalone financial statements does not cover the other information and we do not express any form of assurance/conclusion thereon. In connection with our audit of the standalone financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Companies Act, 2013 (“the Act”) in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India including Indian Accounting Standards (‘Ind AS’) specified under section 133 of the Act, of the state of affairs (financial position) of the Company as at March 31, 2025, and its loss (financial performance including other comprehensive income), its changes in equity and cash flows for the year ended on that date.

Management’s Responsibility for the Standalone Financial Statements

The Company’s management and Board of Directors are responsible for the matters stated in Section 134(5) of the Act with respect to the preparation of these standalone financial statements that give a true and fair view of the state of affairs (financial position), profit or loss (financial performance including other comprehensive income), changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under Section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under Section 143(10) of the Act. Our responsibilities under those SAs are further described in the Auditor’s Responsibilities for the Audit of the Standalone Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the standalone financial statements under the provisions of the Act and the Rules there under, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters (‘KAM’) are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements of the current period. These matters were addressed in the context of our audit of the standalone financial statements as a whole, and

In preparing the standalone financial statements, management and Board of Directors are responsible for assessing the Company’s ability to continue as a going

concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so. The Board of Directors is also responsible for overseeing the Company’s financial reporting process.

Auditor’s Responsibilities for the Audit of the Standalone Financial Statements

Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone financial statements. As part of an audit in accordance with SAs, we exercise professional judgement and maintain professional scepticism throughout the audit. We also:

  • Identify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

  • Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under Section 143(3) (i) of the Act, we are also responsible for expressing our opinion on whether the company has adequate internal financial controls with reference to standalone financial statements in place and the operating effectiveness of such controls.

  • Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

  • Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the standalone financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However,

future events or conditions may cause the company to cease to continue as a going concern.

Evaluate the overall presentation, structure and content of the standalone financial statements, including the disclosures, and whether the standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

  1. As required by the Companies (Auditors’ Report) Order, 2020 (“the Order”) issued by the Central Government of India in terms of Section 143(11) of the Act, we give in “Annexure A” a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

  2. As required by Section 143(3) of the Act, we report that:

  3. a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit;

  4. b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books;

  5. c) The Balance Sheet, the Statement of Profit and Loss (including other comprehensive income), the Statement of Changes in Equity and the Statement of Cash Flows dealt with by this Report are in agreement with the books of account;

  6. d) In our opinion, the aforesaid standalone financial statements comply with the Ind AS specified under Section 133 of the Act;

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  • e) On the basis of the written representations received from the directors as on March 31, 2025 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2025 from being appointed as a director in terms of Section 164(2) of the Act;

  • f) With respect to the adequacy of the internal financial controls with reference to financial statements of the Company and the operating effectiveness of such controls, refer to our separate Report in “Annexure B”;

  • g) With respect to the other matters to be included in the Auditor’s Report in accordance with the requirements of section 197(16) of the Act, as amended, in our opinion and to the best of our information and according to the explanations given to us, the remuneration paid by the Company to its directors during the year is in accordance with the provisions of section 197 of the Act.

  • h) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

  • i. The Company has disclosed the impact of pending litigations as at March 31, 2025 on its financial position in its standalone financial statements (Refer Note 38);

  • ii. The Company did not have any long-term contracts, including derivative contracts for which there were any material foreseeable losses as at 31 March 2025;

  • iii. There has been no amount required to be transferred to the Investor Education and Protection Fund by the Company during the year ended 31 March 2025;

  • iv. (a) The management has represented to us that, to the best of its knowledge and belief no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person(s) or entity(ies), including foreign entities (“Intermediaries”), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company (“Ultimate Beneficiaries”)

or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries (Refer Note No. 45);

  • (b) The management has represented to us, that, to the best of its knowledge and belief no funds have been received by the Company from any person(s) or entity(ies), including foreign entities (“Funding Parties”), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries (Refer Note No. 45);

  • (c) Based on the information and explanation given to us and audit procedures performed as considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations made by the management and as mentioned under subclause (iv) (a) and (iv) (b) above contain any material misstatement.

  • v. During the year, the company has not declared or paid any dividend.

  • vi. Based on our examination, which included test checks, the Company has used accounting software systems for maintaining its books of account for the financial year ended March 31, 2025 which have the feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the software systems. Further, during the course of our audit we did not come across any instance of the audit trail feature being tampered with and the audit trail has been preserved by the Company as per the statutory requirements for record retention.

For Pawan Jain and Associates Chartered Accountants Firm Registration No: 0107867W Place: Pune CA Pawan Jain Date: 13[th] May 2025 Partner UDIN: 25032900BMILTH8598 Membership No: 032900

Annexure “A” to the Independent Auditor’s Report

(Referred to in Paragraph 1 under the heading, “Report on Other Legal and Regulatory Requirements” of our report on even date)

procedure of such verification by the management is appropriate. As informed to us, discrepancies noticed on physical verification were not material and the same have been properly dealt with in the books of account;

Based on the audit procedures performed for the purpose of reporting a true and fair view on the financial statements of the Company and taking into consideration the information and explanations given to us and the books of account and other records examined by us in the normal course of audit, and to the best of our knowledge and belief, we report that:

  - (b) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has been sanctioned working capital limits in excess of five crore rupees, in aggregate, from banks or financial institutions on the basis of security of current assets. In our opinion, the quarterly returns or statements filed by the Company with such banks or financial institutions are in agreement with the books of account of the Company;
  • i. (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of Property, Plant and Equipment. The Company is maintaining proper records showing full particulars of intangible assets;

  • (b) As informed to us, the Property, Plant and Equipment are being physically verified by the management at regular intervals based on the programme of verification which in our opinion is reasonable. All the major Property, Plant and Equipment have been verified by the management in the current year and discrepancies noticed on such physical verification were not material and the same have been properly dealt with in the books of account;

  • iii. The company has not granted any loans, secured or unsecured to Companies, Firms, Limited Liability Partnerships or other parties covered in the register maintained under section 189 of the Companies Act, 2013. Therefore, clause 3(iii) (a), (b), (c,) (d), (e) and (f) of the Order are not applicable to the Company;

  • (c) According to the information and explanations given to us and the records examined by us and based on the examination of the registered sale deed / transfer deed / conveyance deed provided to us, we report that, the title deeds, comprising all the immovable properties of land and buildings which are freehold, are held in the name of the Company as at the balance sheet date. In respect of immovable properties been taken on lease and disclosed as Property, Plant and Equipment in the standalone financial statements, the lease agreements are in the name of the Company, where the Company is the lessee in the agreement;

  • iv. According to the information and explanations provided to us, in respect of loans, investments, guarantees, and security; provisions of section 185 and 186 of the Companies Act, 2013 have been complied with wherever applicable;

  • v. According to information and explanation provided to us, the Company has not accepted deposits, hence the directives issued by the Reserve Bank of India and the provisions of sections 73 to 76 or any other relevant provisions of the Companies Act, 2013 and the rules framed there under, are not applicable to the company. According to the information and explanation provided to us, no order has been passed by Company Law Board or National Company Law Tribunal or Reserve Bank of India or any court or any other tribunal;

  • (d) The company has/ has not revalued its Property, Plant & Equipment or Intangible assets or both during the year;

  • (e) According to the information and explanations provided to us there are no proceedings have been initiated or are pending against the company for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 and rules made thereunder. Hence, reporting under clause 3(i) (e) of the Order is not applicable;

  • vi. As informed to us, the cost records, pursuant to the rules made by the Central Government for the maintenance of cost records under sub-section (1) of section 148 of the Companies Act 2013 are not applicable to the company;

  • vii. (a) According to the records of the company, it is generally regular in depositing undisputed statutory dues of provident fund, employees’ state insurance, income-tax, goods and service tax, duty of customs, cess and any other statutory dues with the appropriate authorities.

  • ii. (a) Physical verification of inventory has been conducted at reasonable intervals by the management during the current year. In our opinion, the coverage and

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  • (b) According to the information and explanation provided to us, there are no dues of Income-tax or Sales tax or Service tax or Goods and Service tax or duty of Customs or duty of Excise or Value added tax or entry tax, which have not been deposited by the Company on account of disputes, except for the following:

==> picture [466 x 108] intentionally omitted <==

----- Start of picture text -----

Nature of Dues Amount in Forum where dispute is pending
( H ) Lacs
Income Tax 2000-01 1.29 ITAT, Pune
Income Tax 2011-12 0.24 CIT Appeals Pune
Entry Tax 2008-09 6.19 Dy. Commissioner Commercial Tax, Indore
MP VAT Tax 2007-08, 2008-09, 2009-10 9.17 Appellate Dy. Commissioner commercial Tax, Indore
Excise Duty 56.39 CESTAT, Mumbai and Nagpur
GST (Pune) 2020-21 19.32 Joint Commissioner of State Tax, Appeal-2, Pune
----- End of picture text -----

  • xi. (a) No fraud by the Company and no material fraud on the Company has been noticed or reported during the year.

  • viii. There are no transactions that are not recorded in the books of account to be surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961;

    • (b) No report under sub-section (12) of section 143 of the Companies Act has been filed in Form ADT-4 as prescribed under rule 13 of Companies (Audit and Auditors) Rules, 2014 with the Central Government, during the year and upto the date of this report.
  • ix. (a) The Company has not defaulted in the repayment of loans or other borrowings or in the payment of interest thereon to any lender.

  • (b) The Company has not been declared wilful defaulter by any bank or financial or institution or government or any government authority.

  • (c) We have taken into consideration the whistle blower complaints received by the Company during the year (and upto the date of this report), while determining the nature, timing and extent of our audit procedures.

  • (c) The Company has taken term loans and term loans were applied for the purpose for which the loans were obtained.

  • xii. The Company is not a Nidhi Company and accordingly, Clause 3(xii) of the Order is not applicable to the Company;

  • (d) On an overall examination of the financial statements of the Company, funds raised on shortterm basis have, prima facie, not been used during the year for long-term purposes by the company.

  • xiii. According to the information and explanation provided to us, all transactions with the related parties are in compliance with sections 177 and 188 of Companies Act, 2013 wherever applicable and the details have been disclosed in the Standalone Financial Statements as required by the applicable Indian Accounting Standards;

  • (e) On an overall examination of the financial statements of the Company, the Company has not taken any funds from any entity or person on account of or to meet the obligations of its subsidiaries.

  • (f) The Company has not raised any loans during the year on the pledge of securities held

  • xiv. The company has an internal audit system commensurate with the size and nature of its business. The reports of the Internal Auditor for the period under audit has been considered;

  • (g) in its subsidiaries, joint ventures or associate companies and hence reporting on clause 3(ix)(f) of the Order is not applicable.

  • xv. According to the information and explanation provided to us, the Company has not entered into any noncash transactions with directors or persons connected with him;

  • x. (a) According to information and explanation provided to us, the Company has not raised moneys by way of initial public offer or further public offer (including debt instruments). The Company has raised moneys by way of term loans from the bank during the year and were applied for the purposes for which those are raised;

  • xvi. (a) According to the information and explanation provided to us, the Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934;

  • (b) During the year the Company has made preferential allotment of shares are in compliance with sections 42 and 62 of Companies Act, 2013 wherever applicable and the details have been disclosed in the Standalone Financial Statements as required;

  • (b) According to the information and explanations given to us and procedures performed by us, we report that the Company has not conducted any Non-Banking Financial or Housing Finance activities

during the year. Therefore, reporting under clause 3(xvi) (b) of the Order is not applicable;

  • (c) According to the information and explanations given to us and procedures performed by us, the Company is not Core Investment Company (CIC) as defined in the regulations made by the Reserve Bank of India, hence reporting under clause 3(xvi) (c) of the Order is not applicable;

  • (d) According to the information and explanations given to us and procedures performed by us, reporting under clause 3(xvi) (d) of the Order is not applicable;

  • xvii. The Company has not incurred cash losses during current financial year and had not incurred cash losses during immediately preceding financial year;

  • xviii. There has been no resignation by statutory auditors during the year hence reporting under clause 3(xviii) of the Order is not applicable;

  • xix. According to the information and explanations given to us and on the basis of the financial ratios, ageing and expected dates of realization of financial assets and payment of financial liabilities, other information accompanying the financial statements, our knowledge of the Board of Directors and management plans and based on our examination of the evidence supporting the assumptions, nothing has come to our attention, which causes us to believe that any material uncertainty exists as on the date of the audit report that the

company is not capable of meeting its liabilities existing at the date of balance sheet as and when they fall due within a period of one year from the balance sheet date. We, however, state that this is not an assurance as to the future viability of the company. We further state that our reporting is based on the facts up to the date of the audit report and we neither give any guarantee nor any assurance that all liabilities falling due within a period of one year from the balance sheet date, will get discharged by the company as and when they fall due;

  • xx. As informed to us, the Company is not liable for any corporate social responsibility under section 135 of the Companies Act 2013 and therefore, Clause 3(xx) of the Order is not applicable to the Company;

  • xxi. There are no qualifications or adverse remarks by the respective auditors in the Companies (Auditor’s Report) Order (CARO) reports of the companies included in the consolidated financial statements.

For Pawan Jain and Associates Chartered Accountants Firm Registration No: 0107867W

Place: Pune CA Pawan Jain Date: 13[th] May 2025 Partner UDIN: 25032900BMILTH8598 Membership No: 032900

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Annexure “B” to the Independent Auditor’s Report

(Referred to in paragraph 2 (f) under the heading, “Report on Other Legal and Regulatory Requirements” of our report on even date)

control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the ICAI.

Opinion

Report on the Internal Financial Controls Over Financial Reporting under Clause (i) of Subsection 3 of Section 143 of the Companies Act, 2013 (“the Act”)

We have audited the internal financial controls over financial reporting of Kinetic Engineering Limited (the “Company”) as of March 31, 2025 in conjunction with our audit of the Standalone Financial Statements of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

The Company’s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (“ICAI”). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to respective company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act.

Auditor’s Responsibility

Our responsibility is to express an opinion on the Company’s internal financial controls over financial reporting of the Company based on our audit. We conducted our Audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the “Guidance Note”) issued by the Institute of Chartered Accountants of India and the Standards on Auditing prescribed under Section 143(10) of the Companies Act, 2013, to the extent applicable to an Audit of internal financial controls. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the Audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our Audit involves performing procedures to obtain Audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating

effectiveness. Our Audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the Auditor’s judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the Audit evidence we have obtained is sufficient and appropriate to provide a basis for our Audit opinion on the Company’s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A company’s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal financial control over financial reporting includes those policies and procedures that –

a) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

  • b) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and

c) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial

In our opinion, to the best of our information and according to the explanations given to us, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2025, based on the criteria for internal financial control over financial reporting established by Company considering the essential components of internal control

For Pawan Jain and Associates Chartered Accountants Firm Registration No: 0107867W

Place: Pune CA Pawan Jain Date: 13[th] May 2025 Partner UDIN: 25032900BMILTH8598 Membership No: 032900

128 | Kinetic Engineering Limited

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==> picture [64 x 33] intentionally omitted <==

Standalone Balance Sheet as at March 31, 2025

Standalone Balance Sheetas at March 31, 202 5 5
Hin Lakhs
Particulars Note March 31, 2025 March 31, 2024
ASSETS 5,140.71
990.45
14.73
2,717.10
324.63
-
60.33
9,247.94
5,408.55
-
3,759.99
3,232.69
53.83
3.65
1.29
165.10
95.88
12,721.00
21,968.94
2,341.11
8,020.27
10,361.37
4,371.43
177.22
-
4,548.65
1,663.97
226.85
3,788.24
361.86
295.15
722.84
1)
Non-current assets
a)
Property,Plant & Equipment
3 6,330.05
b)
Capital work-in-progress
-
c)
Other Intangible Assets
3 20.34
d)
Financial Assets
(i)
Investments
4 1,887.60
(ii)Other 5 326.53
e)
Deferred Tax Assets
6 -
f)
Other Non-Current Assets
7 73.01
8,637.54
2)
Current assets
a)
Inventories
8 5,102.40
b)
Financial Assets
(i)
Investments
4 -
(ii)Trade receivables 9 3,154.42
(iii)Cash and cash equivalents 10 29.79
(iv)Bank Balances other than(iii)above 11 45.17
(v)Loans
12 3.65
(vi)Others 13 2.75
c)
Current Tax Assets(Net)
14 61.99
d)
Other current assets
15 62.95
8,463.13
TOTAL 17,100.66
EQUITY AND LIABILITIES
Equity
a)
EquityShare Capital
16 2,216.15
b)
Other Equity
17 3,783.48
5,999.64
Liabilities
1)
Non-current liabilities
a)
Financial Liabilities
(i)
Borrowings
18 2,909.46
b)
Provisions
19 198.01
c)
Other Non-Current Liabilities
20 526.68
3,634.15
2)
Current liabilities
a)
Financial Liabilities
(i)
Borrowings
21 420.94
(ii)Tradepayables 22
(A)Total outstandingdue of micro & small enterprises
430.24
(B) Total outstanding dues of creditors other than micro &
small enterprises
3,786.20
(iii)Others 23 702.73
b)
Provision
25 340.36
c)
Other Current Liabilities
24 1,786.42
7,058.92 7,466.88
TOTAL
21,968.94 17,100.66
Summaryof signifcant accounting policies
Notes are integralpart of the fnancial statements
2
A. A Firodia
(Vice Chairman & Managing Director)
DIN:00332204
Chaitanya Mundra
(Company Secretary)

for the period ended March 31, 2025 Standalone Statement of Profit and Loss

H in Lakhs

Particulars Note March 31, 2025 March 31, 2024
INCOME : 14,173.13
a)
Revenue from Operations
26 14,317.12
b)
Other income
27 1,250.62 882.26
Total Income 15,423.75
7,841.22
(94.53)
2,206.96
490.21
649.80
3,656.76
14,750.42
673.33
15,199.38
EXPENSES :
a)
Cost of materials consumed
28 8,372.47
b)
Changes in inventories of fnished goods and work-in-progress
29 (462.62)
c)
Employee benefts expenses
30 2,129.97

d)
Finance costs
31 545.28
e)
Depreciation and amortization expenses
3 642.09
f)
Other expenses
32 3,434.75
Total Expenses 14,661.94
Proft/(Loss) before exceptional items and tax 537.44
Exceptional items
Proft/(Loss) before tax 673.33 537.44
Tax expenses : -
a)
Current tax
b)
Deferred tax
-
Proft (Loss) for the year 537.44
Other Comprehensive Income
Items that will not be reclassifed to Proft or Loss

(i) Re-measurement of net defned beneft plan
(20.15)
Total Other Comprehensive Income (20.15)
Total Comprehensive Income for the year 517.29
1<br>Earnings Per Share (Nominal value per shareH`10)
Basic 2.43
Diluted 2.43
Summary of signifcant accounting policies
Notes are integral part of the fnancial statements
2

130 | Kinetic Engineering Limited

Annual Report 2024-25 | 131

Corporate Overview Statutory Reports Financial Statements

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Standalone Statement of Cash Flows For the period ended March 31, 2025

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----- Start of picture text -----

H in Lakhs
Particulars March. 31, 2025 March 31, 2024
A. CASH FLOW FROM OPERATING ACTIVITIES
Net Profit / (Loss) for the year 654.28 517.29
Adjustment For :
Depreciation 649.80 642.09
Interest & Finance charges (Net) 449.41 506.63
Dividend Received (7.39) (5.94)
Unrealised gain on fair valuation of Investment (14.25) (15.93)
Unrealised Exchange difference loss / (gain) - (4.59)
Profit (-) / Loss (+) on sale of Investments - -
(-) / Loss (+) on sale of Assets (1,028.93) (706.12)
Profit
Operative Profit before Working Capital Changes 702.91 933.42
Adjustment for net change in:
Trade and Other Receivables (639.52) 97.56
Inventories (306.15) (674.44)
Trade & Other payables (1,857.66) 839.76
Cash generated from operations (2,100.42) 1,196.30
Direct Taxes (103.11) (21.07)
Net Cash Generated from operating activities (2,203.53) 1,175.22
B. CASH FLOW FROM INVESTING ACTIVITIES
Purchase of Property, Plant & Equipment and Intangible Assets (Net) (1,320.53) (506.22)
Sale of Property, Plant & Equipment and Intangible Assets 1,911.11 853.07
Sale/Purchase of Investment (Net) - -
Purchase of Investment (Net) (815.24) (1,153.00)
Dividend received 7.39 5.94
Interest Received 9.06 6.52
Net Cash used in investing activities (208.22) (793.68)
C. CASH FLOW FROM FINANCING ACTIVITIES
Proceeds from Long Term Borrowings 1,147.23 58.73
Proceeds from Short Term Borrowings 1,243.03 (2,567.90)
Issue of Equity Shares / Convertible Warrants 5,670.98 2,610.11
Redumption of Preference Shares (1,963.52) -
Interest and Financial Charges paid (483.07) (530.44)
Net Cash used in financing activities 5,614.65 (429.50)
D. Net change in Cash and cash equivalents (A+B+C) 3,202.90 (47.96)
Cash and Cash Equivalents (Opening) 29.79 77.75
Cash and Cash Equivalents (Closing) 3,232.69 29.79
----- End of picture text -----

Notes : 1. Figures in brackets represent cash outflows. 2. Previous year figures have been regrouped wherever necessary.

  1. Cash and cash equivalents comprises of :

March. 31, 2025 March 31, 2024 Cash on hand 0.10 0.21 Balances with banks 3,232.59 29.58 3,232.69 29.79 As per our report of even date For and on behalf of Board of Directors For Pawan Jain And Associates For Kinetic Engineering Limited Chartered Accountants A. H. Firodia A. A Firodia (Chairman) (Vice Chairman & Managing Director) DIN:00057324 DIN:00332204 CA Pawan Jain Partner Membership Number- 032900 Firm Reg No.:0107867W Vinayak Shevade Chaitanya Mundra Place: Pune (Chief Financial Officer) (Company Secretary) Date: 13[th] May 2025 UDIN: 25032900BMILTH8598

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In Lakhs H Amount 1,987.65 228.50 2,216.15 124.96 2,341.11 In Lakhs H TotalInd AS Retained Earnings 884.58 (227.89)2,898.90 - (227.89)3,783.48 TotalInd AS Retained Earnings (227.89) 3,783.48 - 3,582.52 654.28 - 4,236.80 (227.89) 8,020.27
Number 198.77 22.85 221.62 12.50 234.11 - -
Other Comprehensive Income (102.13) (4.22) (106.35) Other Comprehensive Income (106.35) (19.05) (19.05) (125.40)
A. A Firodia (Vice Chairman & Managing Director) DIN:00332204 Chaitanya Mundra (Company Secretary)
Retained Earnings/ Surplus (23,988.78) 521.51 - (23,467.27) Retained Earnings/ Surplus (23,467.27) - 673.33 673.33 (22,793.94)
Share Warrant Account - - - - Share Warrant Account -
Share Money - - - - Share Money - 171.00 3,500.00 171.00 3,500.00 171.00 3,500.00
Warrants Application Warrants Application
for the period ended March 31, 2025 - -
- -
0.46
0.46 0.46 (0.46) (0.46) Kinetic Engineering Limited
Special Reserve Special Reserve For and on behalf of Board of Directors For A. H. Firodia (Chairman) DIN:00057324 Vinayak Shevade (Chief Financial Officer)
-
- -
General reserve 0.46 0.46
General reserve 8,669.25 8,669.25
-
-
reserve
Securities premium reserve 10,807.07 2,513.50 13,320.57 Securities premium 1,971.04 1,971.04
- - -
- -
Capital Reserve 3,535.19 3,535.19 Capital Reserve
- - 3,535.19 15,291.61 8,669.70
96.00 - Shares
Shares 2,059.52 3,535.19 13,320.57 8,669.25
1,963.52 2,059.52 Preference (2,059.52) (2,059.52)
Preference
May 2025
th
Pawan Jain And Associates
Standalone Statement of Changes in Equity A. Equity share capital Particulars As at April 01, 2023 Changes in equity share capital As at March 31, 2024 Change in equity share capital As at March 31, 2025 B. Other equity Particulars As at April 01, 2023 Increase/ (Decrease) Others Balance as at March 31, 2024 Particulars As at April 01, 2024 Increase/ (Decrease) Profit/(Loss) for the yearChanges during the year Balance as at March 31, 2025 The above statement of changes in equity should be read in conjunction with the accompanying notes. As per our report of even date For Chartered Accountants CA Pawan Jain Partner Membership Number- 032900 Firm Reg No.:0107867W Place: Pune Date: 13 UDIN: 25032900BMILTH8598
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132 | Kinetic Engineering Limited

Annual Report 2024-25 | 133

Corporate Overview Statutory Reports Financial Statements

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Notes to Standalone Financial Statements for the year ended March. 31, 2025

Note - 1 : The Corporate Overview

Kinetic Engineering Limited (‘the company’) is a public limited company domiciled in India and incorporated under the provisions of Indian Companies Act. The Registered Office of the Company is situated at D-1 Block, Plot No. 18/2, MIDC, Chinchwad, Pune. The company’s ordinary shares are listed on the Bombay Stock Exchange.

The company is engaged in the manufacturing and supply of automotive components. The company caters to both domestic and international markets.

Note - 2 : Significant Accounting Policies

2.1 Statement of compliance

The financial statements of the company comply in all material aspects with Indian Accounting Standards (Ind AS) notified under Section 133 of Companies Act, 2013 (the Act) [Companies (Indian Accounting Standards) Rules, 2015] and other relevant provisions of the Act.

The financial statements were authorised for issue by the Board of Directors at it’s meeting held on 13[th] May 2025.

2.2 Basis of preparation

The financial statements have been prepared on a historical cost basis, except certain financial instruments and defined benefit plans, which are measured at fair value.

2.3 Functional and presentation currency

These financial statements are presented in Indian Rupees ( H ), which is the company’s functional currency. All amounts have been rounded-off to the nearest Lakhs, unless otherwise stated.

2.4 Significant accounting judgments, estimates and assumptions

The preparation of the financial statements in conformity with Ind AS requires the management to make judgments, estimates and assumptions which affect the reported amounts of revenue, expenses, current assets, non-current assets, current liabilities, non-current liabilities and disclosure of the contingent liabilities at the end of each reporting period. Actual estimates may differ from these estimates.

Detailed information about each of these estimates and judgements is included in relevant notes.

The areas involving critical estimates and judgements are:

Estimation of current tax expense and payable – Note 14

Estimation of defined benefit obligation – Note 19 & Note 25

Recognition of revenue – Note 26

Recognition of deferred tax assets for carried forward tax losses – Note 6

Useful lives of property, plant and equipment – Note 3 & Point 2.8 under Accounting policy.

Estimation and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised and future periods affected.

2.5 Current versus non-current classification

The company presents assets and liabilities in the balance sheet based on current / non-current classification.

An asset is current when:

It is expected to be realised or intended to be sold or consumed in normal operating cycle;

It is held primarily for the purpose of trading;

It is expected to be realised within twelve months after the reporting period; or

It is cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period.

Notes to Standalone Financial Statements for the year ended March. 31, 2025

All other assets are classified as non-current.

A liability is current when:

It is expected to be settled in normal operating cycle;

It is held primarily for the purpose of trading;

It is due to be settled within twelve months after the reporting period; or

There is no unconditional right to defer the settlement of the liability for at least twelve months after the reporting period All other liabilities are classified as non-current.

Deferred tax assets and liabilities are classified as non-current assets and liabilities.

2.6 Revenue recognition

Effective April 1, 2018, the Company has applied Ind AS 115 which establishes a comprehensive framework for determining whether, how much and when revenue is to be recognised. Ind AS 115 replaces Ind AS 18 Revenue and Ind AS 11 Construction Contracts. The standard is applied by the company prospectively and the comparative information in the statement of profit and loss is not restated – i.e. the comparative information continues to be reported under Ind AS 18 and Ind AS 11. The impact of the adoption of the standard on the financial statements of the Company is insignificant.

Revenue is recognised upon transfer of control of promised products or services to customers in an amount that reflects the consideration which the Company expects to receive in exchange for those products or services.

Revenue is measured based on the transaction price, which is the consideration, adjusted for volume discounts, service level credits, performance bonuses, price concessions and incentives, if any, as specified in the contract with the customer. Revenue also excludes taxes collected from customers.

Dividend income is recorded when the right to receive payment is established. Interest income is recognised using the effective interest method.

Export benefits in the form of Duty Draw Back/ Merchandise Exports Incentive Scheme(MEIS) claims are recognised in the statement of profit and loss on receipt basis.

2.7 Inventories

Inventories are stated at the lower of cost and net realisable value. However, materials and other items held for use in the production of inventories are not written down below cost, if the finished products in which they will be incorporated are expected to be sold at or above cost. Cost is ascertained on a weighted average basis.

Cost of raw materials, components, stores and spares comprises cost of purchases. Cost of work-in-progress and finished goods comprises direct materials, direct labour and an appropriate proportion of variable and fixed overhead expenditure, the latter being allocated based on normal operating capacity. Cost of inventories also includes all other costs incurred in bringing the inventories to their present location and condition.

Net realisable value is the estimated selling price in the ordinary course of business, less estimated costs of completion and the estimated costs necessary to make the sale.

2.8 Property, plant and equipment (PPE)

Recognition and measurement

Property, plant and equipment are stated at cost comprising of purchase price and any initial directly attributable cost of bringing the asset to its working condition for its intended use, less accumulated depreciation (other than freehold land) and impairment loss, if any. Borrowing costs directly attributable to the construction of a qualifying asset are capitalised as part of the cost.

When parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items (major components) of property, plant and equipment.

134 | Kinetic Engineering Limited

Annual Report 2024-25 | 135

Corporate Overview Statutory Reports Financial Statements

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Notes to Standalone Financial Statements for the year ended March. 31, 2025

Subsequent costs

The cost of replacing a part of an item of property, plant and equipment is recognised in the carrying amount of the item if it is probable that the future economic benefits embodied within the part will flow to the company and its cost can be measured reliably. The carrying amount of the replaced part is derecognised. The costs of the day-to-day servicing of property, plant and equipment are recognised in the statement of profit and loss as incurred.

Disposal

The gain or loss arising on disposal of an item of property, plant and equipment is determined as the difference between sale proceeds and carrying value of such item, and is recognised in the statement of profit and loss.

Depreciation

Depreciation is calculated over the depreciable amount, which is the cost of an asset, or other amount substituted for cost, less its residual value.

On PPE acquired on or before 31March 2000: Depreciation is recognised in the statement of profit and loss on a written down value basis over the estimated useful lives of each part of an item of property, plant and equipment as prescribed in Schedule II of the Companies Act, 2013, as assessed by the management of the company based on technical evaluation.

On PPE acquired after 31March 2000: Depreciation is recognised in the statement of profit and loss on a straight line basis over the estimated useful lives of each part of an item of property, plant and equipment as prescribed in Schedule II of the Companies Act, 2013, as assessed by the management of the company based on technical evaluation.

Freehold land is not depreciated.

The property, plant and equipment acquired under finance leases is depreciated over the shorter of the lease term and their useful lives unless it is reasonably certain that the company will obtain ownership by the end of the lease term.

The estimated useful lives for main categories of property, plant and equipments are:

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----- Start of picture text -----

Category Useful life
Building 30 to 60 years
Plant and Machinery 15 to 25 years
Electrical installation and Fittings 10 years
Dies, Jigs & Fixtures 10 to 15 years
Furniture and Fixtures 8 to 10 years
Office Equipments 3 to 5 years
Vehicles 8 to 10 years
----- End of picture text -----

2.9 Intangible assets

Recognition and measurement

Intangible assets are recognised when the asset is identifiable, is within the control of the company, it is probable that the future economic benefits that are attributable to the asset will flow to the company and cost of the asset can be reliably measured.

Expenditure on research activities is recognised in the statement of profit and loss as incurred. Development expenditure is capitalised only if the expenditure can be measured reliably, the product or process is technically and commercially feasible, future economic benefits are probable and the company intends to and has sufficient resources to complete development and to use or sell the asset.

Subsequent measurement

Subsequent expenditure is capitalised only when it increases the future economic benefits embodied in the specific asset to which it relates.

Amortisation

Amortisation is calculated over the cost of the asset, or other amount substituted for cost, less its residual value. Amortisation is recognised in statement of profit and loss on a straight-line basis over the estimated useful lives of intangible assets from the date that they are available for use, since this most closely reflects the expected pattern of consumption of the future economic benefits embodied in the asset.

Notes to Standalone Financial Statements for the year ended March. 31, 2025

The estimated useful lives are as follows:

Asset Useful life Useful life
Software 4 Years

2.10 Investment property

Property that is held for long-term rental yields or for capital appreciation or both, and that is not occupied by the company, is classified as investment property.

Investment property is measured at cost less accumulated depreciation.

2.11 Impairment of tangible and intangible assets

Property, plant and equipment and intangible assets with finite life are evaluated for recoverability whenever there is any indication that their carrying amounts may not be recoverable. If any such indication exists, the recoverable amount (i.e. higher of the fair value less cost to sell and the value in-use) is determined on an individual asset basis unless the asset does not generate cash flows that are largely independent of those from other assets. In such cases, the recoverable amount is determined for the cash generating unit (CGU) to which the asset belongs.

If the recoverable amount of an asset (or CGU) is estimated to be less than its carrying amount, the carrying amount of the asset (or CGU) is reduced to its recoverable amount. An impairment loss is recognised in the statement of profit and loss.

An impairment loss in respect of goodwill is not reversed. For other assets, an impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised.

2.12 Foreign currency transactions and balances

Transactions in foreign currency are recorded at exchange rates prevailing at the date of transactions. Exchange differences arising on foreign exchange transactions settled during the year are recognised in the statement of profit and loss of the year.

Monetary assets and liabilities denominated in foreign currencies which are outstanding, as at the reporting period are translated at the closing exchange rates and the resultant exchange differences are recognised in the statement of profit and loss.

Non-monetary assets and liabilities denominated in foreign currencies that are measured in terms of historical cost are translated using the exchange rate at the date of the transaction.

2.13 Employee benefits

Short-term employee benefits

Employee benefits payable wholly within twelve months of rendering the service are classified as short-term employee benefits and are recognised in the period in which the employee renders the related service. A liability is recognised for the amount expected to be paid when there is a present legal or constructive obligation to pay this amount as a result of past service provided by the employee and the obligation can be estimated reliably.

Defined contribution plans

Contributions to defined contribution plans are recognised as expense when employees have rendered services entitling them to such benefits.

Defined benefit plans

The employees’ gratuity scheme is a defined benefit plan. The present value of the obligation under such defined benefit plans is determined based on actuarial valuation using the projected unit credit method, which recognises each period of service as giving rise to additional unit of employee benefit entitlement and measures each unit separately to build up the final obligation.

The obligation is measured at the present value of the estimated future cash flows. The discount rates used for determining the present value of the obligation under defined benefit plans, is based on the market yields on government securities as at the reporting date, having maturity periods approximating to the terms of related obligations.

136 | Kinetic Engineering Limited

Annual Report 2024-25 | 137

Corporate Overview Statutory Reports Financial Statements

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Notes to Standalone Financial Statements for the year ended March. 31, 2025

Remeasurements, comprising of actuarial gains and losses, the effect of the asset ceiling, excluding amounts included in net interest on the net defined benefit liability and the return on plan assets (excluding amounts included in net interest on the net defined benefit liability), are recognised immediately in the balance sheet with a corresponding debit or credit to retained earnings through other comprehensive income (OCI) in the period in which they occur. Remeasurements are not reclassified to the statement of profit and loss in subsequent periods.

In case of funded plans, the fair value of the plan’s assets is reduced from the gross obligation under the defined benefit plans, to recognise the obligation on net basis.

When the benefits of the plan are changed or when a plan is curtailed, the resulting change in benefits that relates to past service or the gain or loss on curtailment is recognised immediately in the statement of profit and loss. Net interest is calculated by applying the discount rate to the net defined benefit liability or asset. The company recognises gains/ losses on settlement of a defined plan when the settlement occurs.

Compensated absences

The liabilities for earned leave are not expected to be settled wholly within twelve months after the end of the reporting period in which the employees render the related service. They are therefore measured as the present value of expected future payments to be made in respect of services provided by employees up to the end of the reporting period using the projected unit credit method as determined by actuarial valuation. The benefits are discounted using the market yields at the end of the reporting period that have terms approximating the terms of the related obligation. Remeasurements as a result of experience adjustments and change in actuarial assumptions are recognised in the statement of profit and loss. The obligations are presented as current liabilities in the balance sheet if the entity does not have an unconditional right to defer settlement for at least twelve months after the reporting period, regardless of when the actual settlement is expected to occur.

Termination benefits

Termination benefits are expensed at the earlier of when the company can no longer withdraw the offer of those benefits and when the company recognises costs for a restructuring. If benefits are not expected to be settled wholly within 12 months of the reporting date, then they are discounted.

2.14 Leases

The determination of whether an arrangement is (or contains) a lease is based on the substance of the arrangement at the inception of the lease. The arrangement is, or contains, a lease if fulfilment of the arrangement is dependent on the use of a specific asset or assets and the arrangement conveys a right to use the asset or assets, even if that right is not explicitly specified in an arrangement.

Company as a lessee

A lease is classified at the inception date as a finance lease or an operating lease. A lease that transfers substantially all the risks and rewards incidental to ownership to the company is classified as a finance lease.

Finance leases are capitalised at the commencement of the lease at the inception date fair value of the leased asset or, if lower, at the present value of the minimum lease payments. Lease payments are apportioned between finance charges and reduction of the lease liability to achieve a constant rate of interest on the remaining balance of the liability. Finance charges are recognised in finance costs in the statement of profit and loss.

A leased asset is depreciated over the useful life of the asset. However, if there is no reasonable certainty that the company will obtain ownership by the end of the lease term, the asset is depreciated over the shorter of the estimated useful life of the asset and the lease term.

Operating lease payments are recognised as an expense in the statement of profit and loss on a straight-line basis over the lease term unless the payments to the lessor are structured to increase in line with expected general inflation to compensate for the lessor’s expected inflationary cost increases or another systematic basis is available.

Company as lessor

Leases in which the company does not transfer substantially all the risks and rewards of ownership of an asset are classified as operating leases. Rental income from operating lease is recognised on a straight-line basis over the term of the relevant lease unless the payments to the lessor are structured to increase in line with expected general inflation to compensate for the lessor’s expected inflationary cost increases or another systematic basis is available. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset

Notes to Standalone Financial Statements for the year ended March. 31, 2025

and recognised over the lease term on the same basis as rental income. Contingent rents are recognised as revenue in the period in which they are earned.

Leases are classified as finance leases when substantially all of the risks and rewards of ownership transfer from the company to the lessee. Amounts due from lessees under finance leases are recorded as receivables at the company’s net investment in the leases. Finance lease income is allocated to accounting periods to reflect a constant periodic rate of return on the net investment outstanding in respect of the lease.

2.15 Borrowing costs

Borrowing costs consist of interest and other costs that an entity incurs in connection with the borrowing of funds. Borrowing cost also includes exchange differences to the extent regarded as an adjustment to the borrowing costs.

Borrowing costs directly attributable to the acquisition, construction or production of a qualifying asset that necessarily takes a substantial period of time to get ready for its intended use or sale are capitalised during the period of time that is required to complete and prepare the asset for its intended use or sale. All other borrowing costs are expensed in the period in which they are incurred.

2.16 Income tax

Income tax expense comprises current and deferred tax. It is recognised in the statement of profit and loss except to the extent that it relates to a business combination, or items recognised directly in equity or in OCI.

Current tax

Current tax assets and liabilities are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted, at the reporting date in the country where the company operates and generates taxable income. Current tax assets and liabilities are offset only if there is a legally enforceable right to set it off the recognised amounts and it is intended to realise the asset and settle the liability on a net basis or simultaneously.

Minimum Alternate Tax (MAT) paid in a year is charged to the statement of profit and loss as current tax. The company recognises MAT credit available as an asset only to the extent that there is convincing evidence that the company will pay normal income tax during the specified period, i.e., the period for which MAT credit is allowed to be carried forward. The company reviews the ‘MAT credit entitlement’ asset at each reporting date and writes down the asset to the extent the company does not have convincing evidence that it will pay normal tax during the specified period.

Deferred tax

Deferred tax is provided using the balance sheet method on temporary differences between the tax base of assets and liabilities and their carrying amounts for financial reporting purposes at the reporting date.

Deferred tax liabilities are recognised for all taxable temporary differences, except:

When the deferred tax liability arises from the initial recognition of goodwill or an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss;

Taxable temporary differences arising on the initial recognition of goodwill.

Deferred tax assets are recognised for all deductible temporary differences, the carry forward of unused tax credits and any unused tax losses. Deferred tax assets are recognised to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, and the carry forward of unused tax credits and unused tax losses can be utilised, except:

When the deferred tax asset relating to the deductible temporary difference arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss.

The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilised. Unrecognised deferred tax assets are re-assessed at each reporting date and are recognised to the extent that it has become probable that future taxable profits will allow the deferred tax asset to be recovered.

138 | Kinetic Engineering Limited

Annual Report 2024-25 | 139

Corporate Overview Statutory Reports Financial Statements

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Notes to Standalone Financial Statements for the year ended March. 31, 2025

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the reporting date.

Deferred tax assets and deferred tax liabilities are offset if a legally enforceable right exists to set off current tax assets against current tax liabilities and the deferred taxes relate to the same taxable entity and the same taxation authority.

Deferred tax relating to items recognised outside profit or loss is recognised outside profit or loss. Deferred tax items are recognised in correlation to the underlying transaction either in OCI or directly in equity.

2.17 Financial instruments

Financial assets and liabilities are recognised when the company becomes a party to the contractual provisions of the instrument. Financial assets and liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value measured on initial recognition of financial asset or financial liability.

The Company derecognises a financial asset only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another entity. The Company derecognises financial liabilities when, and only when, the Company’s obligations are discharged, cancelled or have expired.

Cash and cash equivalents

The Company considers all highly liquid financial instruments, which are readily convertible into known amounts of cash that are subject to an insignificant risk of change in value and having original maturities of three months or less from the date of purchase, to be cash equivalents. Cash and cash equivalents consist of balances with banks which are unrestricted for withdrawal and usage.

Financial assets at amortised cost

Financial assets are subsequently measured at amortised cost if these financial assets are held within a business whose objective is to hold these assets in order to collect contractual cash flows and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

Financial assets at fair value through other comprehensive income

Financial assets are measured at fair value through other comprehensive income if these financial assets are held within a business whose objective is achieved by both collecting contractual cash flows on specified dates that are solely payments of principal and interest on the principal amount outstanding and selling financial assets.

Financial assets at fair value through profit or loss

Financial assets are measured at fair value through profit or loss unless they are measured at amortised cost or at fair value through other comprehensive income on initial recognition. The transaction costs directly attributable to the acquisition of financial assets and liabilities at fair value through profit or loss are immediately recognised in statement of profit and loss.

Financial liabilities

Financial liabilities are measured at amortised cost using the effective interest method.

Equity instruments

An equity instrument is a contract that evidences residual interest in the assets of the company after deducting all of its liabilities. Equity instruments issued by the Company are recognised at the proceeds received net of direct issue cost.

Offsetting of financial instruments

Financial assets and financial liabilities are offset and the net amount is reported in the balance sheet if there is a currently enforceable legal right to offset the recognised amounts and there is an intention to settle on a net basis, to realise the assets and settle the liabilities simultaneously.

Notes to Standalone Financial Statements for the year ended March. 31, 2025

Impairment of financial assets

The company applies expected credit loss (ECL) model for measurement and recognition of impairment loss on the assets carried at amortised cost and FVTOCI debt instruments. The impairment methodology applied depends on whether there has been a significant increase in credit risk. Note 35 details how the company determines whether there has been a significant increase in credit risk.

For trade receivables only, the company applies the simplified approach permitted by ‘Ind AS 109 - Financial instruments’, which requires expected lifetime losses to be recognised from initial recognition of the receivables.

2.18 Fair value measurement

For the purpose of fair value disclosures, the Company has determined classes of assets and liabilities based on the nature, characteristics and risks of the asset or liability and the level of the fair value hierarchy as;

Level 1 - Quoted (unadjusted) market prices in active markets for identical assets or liabilities.

Level 2 - Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable.

Level 3 - Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable.

The company uses valuation techniques that are appropriate in the circumstances and for which sufficient data is available to measure fair value, maximizing the use of relevant observable inputs and minimizing the use of unobservable inputs.

2.19 Provisions and contingencies

A provision is recognised when the company has a present obligation as a result of past event and it is probable that an outflow of resources will be required to settle the obligation, in respect of which a reliable estimate can be made. These are reviewed at each balance sheet date and adjusted to reflect the current best estimates.

Contingent liabilities are disclosed when there is a possible obligation arising from past events, the existence of which will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Company or a present obligation that arises from past events where it is either not probable that an outflow of resources will be required to settle the obligation or a reliable estimate of the amount cannot be made. Contingent assets are neither recognised nor disclosed in the financial statements.

2.20 Earnings per share (EPS)

Basic earnings per share is computed by dividing profit or loss attributable to equity shareholders of the Company by the weighted average number of equity shares outstanding during the year.

2.21 Cash dividend to equity holders

The company recognises a liability to make cash distributions to equity holders when the distribution is authorised and the distribution is no longer at the discretion of the company. As per the corporate laws in India, a distribution is authorised when it is approved by the shareholders. A corresponding amount is recognised directly in equity.

2.22 Government grant

Government grants are recognised at their fair value when there is a reasonable assurance that the grant will be received and company will comply with all attached conditions.

Government grants relating to income are deferred and recognised in the statement of profit and loss over the period necessary to match them with costs that they are intended to compensate and presented within other income.

Government grants relating to purchase of property, plant and equipment are initially recognised as deferred income at fair value and subsequently recognised in the statement of profit and loss on a systematic basis over the useful life of the asset.

140 | Kinetic Engineering Limited

Annual Report 2024-25 | 141

Corporate Overview Statutory Reports Financial Statements

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Note 3 : Fixed Assets
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in Lakhs H Balance stAs At 31 Mar 2025 25,589.65 337.02 940.88 24,985.79 19,239.24 - 649.83 - 58.70 - 19,830.37 5,155.42 6,350.40 4.07 - - in Lakhs H Balance stAs At 31 Mar 2025 4.07 4.06 - - 4.06 0.01 0.01 5,155.43 6,350.41
In- tangible Technical Know- how 644.45 - - 644.45 624.11 5.61 - 629.72 14.73 20.34 - - - In- tangible Technical Know- how - - - - - - - 14.73 20.34
Vehicles 107.77 - 107.77 65.84 4.22 - 70.06 37.71 41.93 - - - Vehicles - - - - - - - 37.71 41.93
Office Equipment 17.72 7.38 - 25.10 11.22 1.43 - 12.65 12.45 6.50 - - - Office Equipment - - - - - - - 12.45 6.50
IT DEPT 632.20 7.65 - 639.85 584.39 18.40 - 602.78 37.06 47.81 - - - IT DEPT - - - - - - - 37.06 47.81
Furniture Fixture 434.03 29.11 463.14 399.95 9.17 - 409.12 54.01 34.07 - - - Furniture Fixture - - - - - - - 54.01 34.07
Dies, Jigs & Fixtures 2,112.65 69.43 - 2,182.07 1,352.04 84.57 - - 1,436.61 745.46 760.61 - - - Dies, Jigs & Fixtures - - - - - - - 745.46 760.61
Tangible Electrical Installation & Fittings 266.66 11.37 278.03 205.33 6.52 - 211.85 66.18 61.33 - - - for the year ended March. 31, 2025 Tangible Electrical Installation & Fittings - - - - - - - 66.18 61.33
Plant & Machinery 16,284.33 194.09 - 16,478.42 12,982.80 512.02 - - 13,494.83 2,983.60 3,301.53 4.07 - - Plant & Machinery 4.07 4.06 - - 4.06 0.01 0.01 2,983.61 3,301.54
Buildings 3,116.05 18.00 85.88 3,048.17 3,010.54 6.27 58.70 - 2,958.11 90.06 105.51 - - - Buildings - - - - - - - 90.06 105.51
Free- hold Land 1,894.73 - 855.00 1,039.73 - - - 1,039.73 1,894.73 - - - Free- hold Land - - - - - - - 1,039.73 1,894.73
Lease- hold Land 79.06 - - 79.06 3.02 1.62 - 4.63 74.43 76.04 - - - Lease- hold Land - - - - - - - 74.43 76.04 In Lakhs 2,021 2,169 441
H
st (Contd.)
March 2025 March 2025
st st
March, 2025 March, 2024 March, 2025 March, 2024
April, 2024 st st April, 2024 st st
st st
March 2025 March 2024 March 2025 March 2025 March 2024 March 2025 March 2024
st st st st st st st
OWNED ASSETS As At 1 Additions Business Acquisition Deductions As At 31 Depreciation / Amortisation: Upto 31 For The April 2024 to March 2025 Depreciation Business Acquisition Deductions Transfer to General Reserve Tot Dep/Amort Upto 31 March 2025 Net Block As At 31 Net Block As At 31 LEASED ASSETS As At 1 Additions Deductions As At 31 Depreciation / Amortisation Upto 31 For The April 2024 to March 2025 Deductions Tot Dep/Amort Upto 31 Net Block As At 31 Net Block As At 31 Net Block As At 31 Net Block As At 31 Building Lease hold land
April 2024 to 31 April 2024 to 31
st1 Particulars (1) GROSS BLOCK : ** Amortisation Charges For The Year Are In Respect Of Leasehold Land And Technical Know-how. (2) GROSS BLOCK : Notes to Standalone Financial Statements Note 3 : Fixed Assets st1 Particulars Gross block includes revaluation of assets made in terms of scheme of Arrangement approved by ‘Bombay High court as under a) Free Hold Land c) c) Note: Refer note no. 2.8 of Significant accounting policies.
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142 | Kinetic Engineering Limited

Annual Report 2024-25 | 143

Corporate Overview Statutory Reports Financial Statements

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Notes to Standalone Financial Statements for the year ended March. 31, 2025

Note 4: Investments

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4 (a) Non-current investments H in Lakhs
Particulars March 31, 2025 March 31, 2024
Investment in Equity instruments (fully paid-up)
Equity instruments at FVTOCI
Unquoted
Kinetic Communications Limited 16.24 13.65
Kinetic Escalator and Elevator Limited 108.63 97.22
Total (equity instruments) 124.87 110.86
Equity instruments at FVTPL
Unquoted
Subsidiary
Kinetic Watts & Volts Limited 2,332.00 1,403.00
Total (equity instruments) 2,332.00 1,403.00
Investment in preference shares (fully paid-up)
Preference instruments at FVTPL
Unquoted
Kinetic Green Energy and Power Solutions Ltd. 257.71 371.47
Total (preference shares) 257.71 371.47
Investment in Shares (classified as FVTOCI)
Daewoo Motors (India) Limited (Formerly DCM Toyota Ltd.) 0.01 0.01
Eicher Limited 0.03 0.03
Escorts Limited 1.63 1.39
Hindustan Motors Limited 0.04 0.03
LML Limited 0.00 0.00
Majestic Auto Limited 0.28 0.28
Hero Motocorp Limited (Formerly Hero Motors Limited) 0.04 0.05
The Premier Automobiles Limited 0.00 0.00
Saraswat Co-operative Bank Limited 0.25 0.25
Yes Bank Limited 0.00 0.00
Total (Shares) 2.29 2.05
Investment in Government Securities (classified as FVTPL)
7 Years National Savings Certificates 0.24 0.24
Total (Investment in Securities) 0.24 0.24
Total Non-current investments 2,717.10 1,887.60
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Particulars Book Value Market Value
As at 31 [st] March As at 31 [st] March
2025 2024 2025 2024
1. Unquoted 2,714.83 1,885.57 NA NA
2. Quoted 0.77 0.77 2.29 2.05
Total 2,715.59 1,886.34 2.29 2.05
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Notes to Standalone Financial Statements for the year ended March. 31, 2025

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Note - 5: Other Non Current Financial Asset H in Lakhs
Particulars March 31, 2025 March 31, 2024
(a) Security Deposits
Unsecured, considered good 79.14 96.51
Doubtful - -
79.14 96.51
Less: Provision for doubtful deposits - -
79.14 96.51
(b) Other Loans and advances
(i) Others loans
Loans Receivables considered good – Unsecured; 38.84 23.37
- -
38.84 23.37
Less: Allowance for bad & doubtful loans - -
38.84 23.37
(ii) Bills Receivable (Refer Note-40 for details) 206.65 206.65
Total 324.63 326.53
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No loans are due by directors or other officers of the company either severally or jointly with any other person, nor any loan amounts due by firms or private companies respectively in which any director is a partner or a director or a member.

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Note - 6: Deferred tax assets (Net) H in Lakhs
Particulars March 31, 2025 March 31, 2024
Deferred tax liability
(i) On accumulated depreciation 461.84 461.84
(ii) On other timing differences - -
Deferred tax liability (A) 461.84 461.84
Deferred tax assets
(i) On disallowance under Section 43B & 40A of Income Tax Act,1961 461.84 461.84
(ii) On provision for doubtful debts - -
(iii) On carried forward loss under Income Tax Act,1961 - -
Deferred tax assets (B) 461.84 461.84
Note - 7: Other Non Current Assets H in Lakhs
Particulars March 31, 2025 March 31, 2024
(a) Capital Advances
Unsecured, considered good 38.14 45.08
Doubtful - -
38.14 45.08
Less: Provision for doubtful advances - -
38.14 45.08
(b) Advances other than capital advances
Other advances 22.18 27.93
Total 60.33 73.01
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144 | Kinetic Engineering Limited

Annual Report 2024-25 | 145

Corporate Overview Statutory Reports Financial Statements

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Notes to Standalone Financial Statements for the year ended March. 31, 2025

Note - 8: Inventories

Note - 8: Inventories
Particulars
(i)
Raw Materials
(ii) Work-in-progress
(iii) Finishedgoods
(iv) Stores and spares
Total
March 31, 2025
598.00
3,225.66
-
1,584.89
5,408.55
Hin Lakhs
March 31, 2024
611.32
3,131.13
-
1,359.95
5,102.40

Note : Refer note 2.7 under significant accounting policies

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Note - 9: Trade Receivables H in Lakhs
Particulars March 31, 2025 March 31, 2024
(i) Trade Receivables considered good – Unsecured; 3,774.75 3,169.18
3,774.75 3,169.18
Less Allowance for doubtful debts (14.76) (14.76)
Total 3,759.99 3,154.42
No trade receivables are due from directors or other officers of the company either severally or jointly with any other person,
nor any trade receivables are due by firms or private companies respectively in which any director is a partner or a member.
Aging Schedule as on 31 [st] March, 2025 H in Lakhs
Particulars Less than 6 Months- 1-2 years 2-3 years More than Total
6 Months 1 Year 3 years
Undisputed Trade receivables – considered 3485.19 20.27 62.91 77.86 113.76 3759.99
good
- - - - - -
Undisputed Trade receivables – considered
doubtful
Disputed Trade Receivables – considered good - - - - - -
- - - - - -
Disputed Trade Receivables – considered
doubtful
Aging Schedule as on 31 [st] March, 2024 H in Lakhs
Particulars Less than 6 Months- 1-2 years 2-3 years More than Total
6 Months 1 Year 3 years
Undisputed Trade receivables – considered 2908.00 47.04 84.83 8.21 106.33 3154.42
good
Undisputed Trade receivables – considered - - - - - -
doubtful
Disputed Trade Receivables – considered good - - - - - -
Disputed Trade Receivables – considered - - - - - -
doubtful
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No trade receivables are due from directors or other officers of the company either severally or jointly with any other person, nor any trade receivables are due by firms or private companies respectively in which any director is a partner or a member.

Note - 10 : Cash and cash equivalents
Particulars
(i)
Balance with Banks
(ii) Cash on hand
(iii) Others
Fixed deposits
Total
March 31, 2025
1,731.71
0.10
1,500.89
3,232.69
Hin Lakhs
March 31, 2024
29.58
0.21
-
29.79

Notes to Standalone Financial Statements for the year ended March. 31, 2025

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Note - 11: Other Bank Balances H in Lakhs
Particulars March 31, 2025 March 31, 2024
(i) Fixed deposits 53.83 45.17
Total 53.83 45.17
Note - 12 : Current Loans H in Lakhs
Particulars March 31, 2025 March 31, 2024
(i) Others
Deposits with Govt. authorities 3.65 3.65
3.65 3.65
Less Allowance for bad and doubtful loans - -
Total 3.65 3.65
No loans are due by directors or other officers of the company either severally or jointly with any other person, nor any loan
amounts due by firms or private companies respectively in which any director is a partner or a director or a member.
Note - 13: Other Current Financial Assets H in Lakhs
Particulars March 31, 2025 March 31, 2024
(i) Interest Accrued on Investments & Deposits 1.29 2.75
(ii) Receivable of Sale of Undertaking - -
Total 1.29 2.75
Note - 14 : Current Tax Assets(Net) H in Lakhs
Particulars March 31, 2025 March 31, 2024
(i) Advance Income tax net of provision 165.10 61.99
Total 165.10 61.99
Note - 15: Other current assets H in Lakhs
Particulars March 31, 2025 March 31, 2024
(i) Advances to suppliers and others
Unsecured, considered good 95.88 62.95
Doubtful - -
95.88 62.95
Less Provision for doubtful advances - -
Total 95.88 62.95
Note-16: Share Capital
A. Authorised Share Capital
(i) Equity Share Capital
Particulars Number H In Lakhs
Authorised shares as at April 01, 2024 5,30,13,932 5,301.39
Increase/(decrease) during the year - -
Total shares authorised as at March 31, 2025 5,30,13,932 5,301.39
Increase/(decrease) during the year - -
Total authorised Equity share capital as at 31 March, 2025 5,30,13,932 5,301.39
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No loans are due by directors or other officers of the company either severally or jointly with any other person, nor any loan amounts due by firms or private companies respectively in which any director is a partner or a director or a member.

146 | Kinetic Engineering Limited

Annual Report 2024-25 | 147

Corporate Overview Statutory Reports Financial Statements

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Notes to Standalone Financial Statements for the year ended March. 31, 2025

Note-16: Share Capital (Contd.)

  • (ii) Preference Share Capital

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Particulars Number H In Lakhs
Authorised shares as at April 01, 2024 12,48,08,399 14,289.43
Increase/(decrease) during the year - -
Total shares authorised as at March 31, 2025 12,48,08,399 14,289.43
Increase/(decrease) during the year - -
Total authorised Preference share capital as at 31 March 2025 12,48,08,399 14,289.43
Total authorised Share capital as at 31 March 2025 17,78,22,331 19,590.83
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B. Issued, Subscribed & fully Paid Up Share Capital

  • (i) Equity Share Capital

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Particulars Number H In Lakhs
Balance as at April 01, 2023 1,98,76,521 1,987.65
Changes during the period 22,85,000 228.50
Balance as at March 2024 2,21,61,521 2,216.15
Changes during the period 12,49,591 124.96
Balance as at March 31, 2025 2,34,11,112 2,341.11
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C. Details of equity shareholders holding more than 5% shares

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Name of shareholder March 31 ,2025 March 31, 2024
No. of Shares % of Holding No. of Shares % of Holding
Jayashree A. Firodia 39,25,222 16.77% 39,25,222 17.71%
Microage Instruments pvt ltd. 55,22,993 23.59% 55,22,993 24.92%
Ashoka Investment Holdings Limited 13,30,935 5.69% 17,50,452 7.90%
Ajinkya Arun Firodia 26,42,624 11.29% 26,42,624 11.92%
Jayashree Firodia Trust 17,05,058 7.28% 10,28,267 4.64%
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D. Terms/rights attached to equity shares

  • 1 The company has only one class of equity shares, having par value of H 10 per share. Each holder of equity share is entitled for one vote per share and has a right to receive dividend, as recommended by the board of directors subject to the necessary approval from the shareholders. In the event of liquidation of the company, the holders of equity shares will be entitled to receive remaining assets of the company after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

  • 2 80,000 optionally convertible cumulative preference shares of H 120 each allotted to Jayashree firodia trust have been converted into 80,000 equity shares of H 10 each as on 21[st] January 2025.

E. Disclosure of Shareholding of Promoters as under:

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Shares held by promoters at the end of the year % Change during the
Sr. Promoter name % of total No. of No. of year with reference
No shares as on Shares as on Shares as on to shares held at
31.03.2025 31.03.2025 31.03.2024 the beginning of the
year.
1 Jayashree Arun Firodia 16.77 39,25,222 39,25,222 -
2 Ajinkya Arun Firodia 11.29 26,42,624 26,42,624 -
3 Arun Hastimal Firodia 0.14 32,963 32,963 -
4 Sulajja Firodia Motwani 0 616 616 -
5 Jayashree Firodia Trust 7.28 17,05,058 10,28,267 65.82%
6 Arun Firodia Trust 2.45 5,72,800 - 100.00%
7 Micro Age Instruments Pvt Ltd 23.59 55,22,993 55,22,993 -
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Notes to Standalone Financial Statements for the year ended March. 31, 2025

Note-16: Share Capital (Contd.)

F. Allotments of Warrants

During the year the company issued 1,03,56,725 convertible warrants at H 171 per warrant, convertible into 1,03,56,725 equity shares of H 10 each at a premium of H 161 per share amounting to H 17710 Lakhs. Out of these 97,56,725 convertible warrants were allotted by the Company and balance 6,00,000 warrants were lapsed.

Out of allotted warrants, 11,69,591 warrants have been converted into equity shares by allottees.

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Name of the Investors No. of convertible Date of
warrants allotted Allotment
Jayashree Firodia Trust 41,70,057 27-03-2025
Arun Firodia Trust 38,22,800 27-03-2025
Arun Hastimal Firodia 13,63,868 27-03-2025
Transaction Square LLP 2,00,000 09-04-2025
Sai Geeta Penumetsa 2,00,000 09-04-2025
Total 97,56,725
The name of the allottees of Equity Shares pursuant to Conversion of Warrants
Name of Allottees No.of equity shares allotted
Jayashree Firodia Trust 5,96,791
Arun Firodia Trust 5,72,800
Total 11,69,591
Utilisation Plan :-
Sr Item head Original Amounts Revised Amounts in H
no. (as per the Offer Lakhs
Document) in H Lakhs
1 Redemption of Preference Shares 1,964 1,964
2 Payment of Overdue Liabilities 536 536
3 Investment in Subsidiary Company 12,000 12,000
4 Capex including Solar Project 1,200 1,200
5 Working Capital Requirements 1,010 800
6 General Corporate Purpose 1,000 184
Total 17,710 16,684
Actual money received upto 31 [st] march 2025 and Utilisation thereof
Actual money received upto 31 [st] march 2025 : - H 5671 Lakhs
Sr Utilisation Amount in Lakhs.
no.
1 Redemption of Preference Shares 1,964
2 Payment of Overdue Liabilities 482
3 Unutilized proceeds 3,225
Total 5,671
Deployment of unutilized proceeds
Sr Deployment Amount in Lakhs.
no.
1 FD with saraswat bank 1,500
2 Dedicated Monitoring Account 1,555
3 Dedicated Allotment Account 171
Total 3,225
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148 | Kinetic Engineering Limited

Annual Report 2024-25 | 149

Corporate Overview Statutory Reports Financial Statements

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Notes to Standalone Financial Statements for the year ended March. 31, 2025

Note 17: Other Equity

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Note 17: Other Equity H in Lakhs
Particulars March 31, 2025 March 31, 2024
A. PREFERENCE SHARE CAPITAL
a) 1,02,000 Optionally Convertible Cumulative Preference Shares of - 159.12
H 156/- each
b) 3,20,500 Redeemable Cumulative Preference Shares of H 156/- each. - 499.98
c) 8,30,154 Optionally Convertible Cumulative Preference Shares of - 539.60
H 65/- each
d) 11,76,650 8.5% New Optionally Convertible Cumulative Preference - 764.82
Shares of H 65/- each
e) 80,000 Optionally Convertiable Cumulative Preferences Shares of - 96.00
H 120 each
Total - 2,059.52
Note : The company has redeemed preference shares of H 1963.52 Lakhs
using the proceeds from warrants.
B. Capital Reserves
Opening Balance 3,535.19 3,535.19
- -
(+)/(-) Transfer
Closing Balance 3,535.19 3,535.19
C. Securities Premium Account
Opening Balance 13,320.57 10,807.07
(+)/(-) Transfer 1,971.04 2,513.50
Closing Balance 15,291.61 13,320.57
D. General Reserve
Opening balance 8,669.25 8,669.25
(+)/(-) Transfer 0.46 -
Closing Balance 8,669.70 8,669.25
E. Special Reserve
Opening balance 0.46 0.46
-
(+)/(-) Transfer (0.46)
Closing Balance - 0.46
F. Warrant Application Money
Opening balance - -
(+)/(-) Transfer 171.00 -
Closing Balance 171.00 -
G. Share Warrant Account
Opening balance - -
-
(+)/(-) Transfer 3,500.00
Closing Balance 3,500.00 -
H. Surplus
Opening balance (23,801.52) (24,090.92)
(+) Ind AS Retained Earnings Promoters Loan Repaid - (227.89)
Other Comprehensive Income - -
(+) Net Profit / (Net Loss) for the current year 673.33 521.51
(+) Fair Value revaluation balance of Investment sold - 15.93
(+)Re-measurement of net defined benefit plan (19.05) (20.15)
Closing Balance (23,147.24) (23,801.52)
- -
Total (A+B+C+D+E+F+G+H) 8,020.27 3,783.48
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Notes to Standalone Financial Statements for the year ended March. 31, 2025

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Note - 18: Non Current Borrowings H in Lakhs
Particulars March 31, 2025 March 31, 2024
(a) Term Loans
i) From Banks - Secured 4,062.85 2,509.26
ii) From other parties
Unsecured
(a) Loans from related parties 50.00 50.00
(b) Term Loans from Others 258.59 350.20
Total 4,371.43 2,909.46
Term Loans are secured by hypothecation, by way of exclusive first charge on specific asset, being movable properties,
secured as a continuing security for the repayment of Term loans together with interest. The term loans are repayable over a
period upto ten years, including moratorium.
Note -19: Non Current Provisions H in Lakhs
Particulars March 31, 2025 March 31, 2024
Provision for employee benefits :
(a) Gratuity 147.48 165.81
(b) Leave Encashment 29.74 32.20
Total 177.22 198.01
Note -20: Other Non Current Liabilities H in Lakhs
Particulars March 31, 2025 March 31, 2024
(a) Others
(i) Remeasurement of Long Term Liabilities - 33.20
(ii) Payable to Related Party - 493.47
- 526.68
Note - 21: Current Borrowings H in Lakhs
Particulars March 31, 2025 March 31, 2024
Loans repayable on demand
Secured
(a) Cash Credit Facility from Banks 1,463.15 420.97
Other Loans
Unsecured
(a) Overdraft Facility from Banks - (0.03)
(b) Short Term Loan From Bank 200.82 0.00
Total 1,663.97 420.94
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Term Loans are secured by hypothecation, by way of exclusive first charge on specific asset, being movable properties, secured as a continuing security for the repayment of Term loans together with interest. The term loans are repayable over a period upto ten years, including moratorium.

Cash credit from banks are repayable on demand and are secured by hypothecation of Stock and Debtors and pari-passu second charge on factory land and building at Ahmednagar.

Note - 22: Trade payables
Particulars
Unsecured :
(a) Tradepayables
Total
March 31, 2025
4,015.10
4,015.10
Hin Lakhs
March 31, 2024
4,216.44
4,216.44

150 | Kinetic Engineering Limited

Annual Report 2024-25 | 151

Corporate Overview Statutory Reports Financial Statements

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Notes to Standalone Financial Statements for the year ended March. 31, 2025

Note - 22: Trade payables (Contd.)

Aging Schedule as on 31[[st]] March, 2025

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Aging Schedule as on 31 [[st]] March, 2025 H in Lakhs
Particulars Less than 6 months 1 - 2 years 2 -3 years More than Total
6 months - 1 year 3 years
Micro,Small & Medium Enterprises 152.72 63.00 11.13 - - 226.85
Creditors other than MSME 3291.29 390.08 106.87 - - 3788.24
Aging Schedule as on 31 [st] March, 2024 H in Lakhs
Particulars Less than 6 months 1 - 2 years 2 -3 years More than Total
6 months - 1 year 3 years
Micro,Small & Medium Enterprises 399.80 29.24 1.20 - - 430.24
Creditors other than MSME 3164.38 348.35 273.47 - - 3786.20
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Note - 23: Other Current Financial Liabilities

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H in Lakhs
Particulars March 31, 2025 March 31, 2024
(a) Current maturities of long-term debt 107.35 413.71
(b) Interest accrued and due on borrowings
(c) Interest accrued but not due on borrowings 4.52 5.77
(d) Other payables
(i) Premium payable on Redemption of Debentures - 35.20
(ii) Capital Creditors - -
(iii) Other Liabilities 249.99 248.05
Total 361.86 702.73
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Note - 24: Other Current Liabilities

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H in Lakhs
Particulars March 31, 2025 March 31, 2024
(a) Other payables
(i) Advance against Sales 1.03 1.03
(ii) Advance against Sales of Assets 667.13 1,738.64
(iii) Other Liabilities 54.68 46.75
Total 722.84 1,786.42
Note - 25 : Current Provisions H in Lakhs
Particulars March 31, 2025 March 31, 2024
Provision for employee benefits :
(a) Gratuity 261.70 314.55
(b) Leave Encashment 33.45 25.81
Total 295.15 340.36
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25.1 Employee benefits

a) Defined contribution plans

(i) Provident fund

The Company operates plan for its employees to provide employee benefits in the nature of “Provident fund” and “Employee Pension Schemes”. Contributions are made at the rate as prescribed in the regulations. The Company has recognised following amount in the statement of profit and loss:

Notes to Standalone Financial Statements for the year ended March. 31, 2025

Employee benefits (Contd.)

25.1

Employee benefts (Contd.)

Particulars
Provident fund
Employees Pension Scheme
Total
March 31, 2025
54.50
64.85
119.34
Hin Lakhs
March 31, 2024
54.07
63.31
117.38

b) Defined benefit plan

(i) Gratuity

In accordance with the Payment of Gratuity Act, 1972, the Company is required to provide post-employment benefit to its employees in the form of gratuity. The Company has maintained a fund with Reliance Nippon Life Insurance Company Limited of India, to meet its gratuity obligations. In accordance with the Standard, the disclosures relating to the Company’s gratuity plan are provided below:

to the Company’s gratuity plan are provided below:
Particulars
Gratuity
Non-current
Current
Total
March 31, 2025
147.48
261.70
409.18
Hin Lakhs
March 31, 2024
165.81
314.55
480.36

The changes in the present value of defined benefit obligation representing reconciliation of opening and closing balances thereof are as follows:


balances thereof are as follows:

Particulars
Present value of obligation as at the beginningof theperiod
Interest cost
Current service cost
Beneftspaid
Remeasurements on obligation - (gain) / loss
Present value of obligation as at the end of theperiod
March 31, 2025
481.16
29.63
16.82
(139.14)
19.32
407.80
Hin Lakhs
March 31, 2024
605.14
37.92
15.98
(199.08)
21.21
481.16

The changes in the fair value of planned assets representing reconciliation of opening and closing balances thereof are as follows:

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H in Lakhs
Particulars March 31, 2025 March 31, 2024
Fair value of plan assets at the beginning of the period 28.49 25.93
Adjustment to opening funds
Interest income 2.05 1.94
Contributions - -
Benefits paid - -
Monthly charges and Taxes (0.38) (0.45)
Transfer In / (Out) - -
Return on plan assets, excluding amount recognized in interest income 0.27 1.06
- gain / (loss)
Fair value of plan assets as at the end of the period 30.43 28.49
Amounts recognised in the balance sheet are as follows: H in Lakhs
Particulars March 31, 2025 March 31, 2024
Present value of obligation as at the end of the period 407.80 481.16
Fair value of plan assets as at the end of the period 30.42 28.47
Surplus / (deficit) (377.38) (452.68)
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152 | Kinetic Engineering Limited

Annual Report 2024-25 | 153

Corporate Overview Statutory Reports Financial Statements

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Notes to Standalone Financial Statements for the year ended March. 31, 2025

25.1 Employee benefits (Contd.)

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Amounts recognised in the statement of profit and loss are as follows: H in Lakhs
Particulars March 31, 2025 March 31, 2024
Current service cost 16.82 15.98
Net interest (income) / expense 27.58 35.98
Net periodic benefit cost recognised in the statement of profit and loss 44.40 51.95
Amounts recognised in the statement of other comprehensive income (OCI) are as follows: H in Lakhs
Particulars March 31, 2025 March 31, 2024
Remeasurement for the year - obligation (gain) / loss 19.32 21.21
Remeasurement for the year - plan assets (gain) / loss (0.27) (1.06)
Total remeasurements cost / (credit ) for the year 19.05 20.15
Net interest (income) / expense recognised in statement of profit and loss are as follows: H in Lakhs
Particulars March 31, 2025 March 31, 2024
Interest (income) / expense - obligation 29.63 37.92
Interest (income) / expense - plan assets (2.05) (1.94)
Net interest (income) / expense for the year 27.58 35.98
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Principal actuarial assumptions used in determining gratuity benefit obligations for the Company’s plans are as follows:

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H in Lakhs
Particulars March 31, 2025 March 31, 2024
Discount rate 6.70% 7.20%
Rate of increase in compensation levels 3.00% 3.00%
Expected rate of return on plan assets 7.20% 7.50%
Expected average remaining working lives of employees (in years) 7.51 6.84
Withdrawal rate
Age upto 30 years 10.00% 10.00%
Age 31 - 40 years 10.00% 10.00%
Age 41 - 50 years 10.00% 10.00%
Age above 50 years 10.00% 10.00%
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* It is actuarially calculated term of the liability using probabilities of death,withdrawal and retirement.

A quantitative sensitivity analysis for significant assumptions are shown as follows:

Sensitivity analysis indicates the influence of a reasonable change in certain significant assumptions on the outcome of the present value of obligation (PVO) and aids in understanding the uncertainty of reported amounts. Sensitivity analysis is done by varying (increasing/ decreasing) one parameter by 100 basis points (1%) at a time:

a) Impact of change in discount rate when base assumption is decreased / increased by 100 basis point

H in Lakhs

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Discount rate Present value of obligation
March 31, 2025 March 31, 2024
Decrease by 1% 417.31 490.51
Increase by 1% 399.13 472.54
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Notes to Standalone Financial Statements for the year ended March. 31, 2025

25.1 Employee benefits (Contd.)

b) Impact of change in salary increase rate when base assumption is decreased / increased by 100 basis point

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H in Lakhs
Salary increment rate Present value of obligation
March 31, 2025 March 31, 2024
Decrease by 1% 400.86 474.77
Increase by 1% 415.31 488.03
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c)

Impact of change in withdrawal rate when base assumption is decreased / increased by 100 basis point

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H in Lakhs
Withdrawal rate Present value of obligation
March 31, 2025 March 31, 2024
Decrease by 1% 405.94 479.35
Increase by 1% 409.50 482.82
Note - 26: Revenue from operations H in Lakhs
Particulars March 31, 2025 March 31, 2024
(a) Sale of Products 14,119.89 14,292.27
(b) Machining and Processing Receipts 19.51 14.31
(c) Other operating revenue 33.74 10.55
Total 14,173.13 14,317.12
Note - 27: Other income H in Lakhs
Particulars March 31, 2025 March 31, 2024
(a) Interest Income
(i) On Fixed Deposits 3.57 2.16
(ii) From Others 4.03 3.29
(b) Dividend Income from:
(i) Long Term Investment 7.39 5.94
(ii) Short Term Investment
(c) 1,028.93 706.12
Profit / (Loss) on sale of Assets
(d) Profit / (Loss) on sale of Investments
(e) Sundry Credit Balances Written Back - 5.46
(f) Excess Provision Written Back
(g) Amortisation of deferred financial assistance
(i) From related parties - -
(ii) From others 33.20 33.20
(h) Fair Valuation (Gain)/Loss on Investments 14.25 15.93
(i) Others 159.24 110.15
Total 1,250.62 882.26
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Note - 28 : Cost of material consumed

Note - 28 : Cost of material consumed
Particulars
(a) Raw Material Consumed
(b) Stores and Spares Consumed
(c) Fabrication and ProcessingCharges
(d) Freight, Octroi and ForwardingCharges
Total
March 31, 2025
6,378.33
994.11
390.35
78.43
7,841.22
Hin Lakhs
March 31, 2024
6,688.97
1,133.81
479.43
70.27
8,372.47

154 | Kinetic Engineering Limited

Annual Report 2024-25 | 155

Corporate Overview Statutory Reports Financial Statements

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Notes to Standalone Financial Statements for the year ended March. 31, 2025

Note - 29: Changes in inventories of finished goods and work-in-progress

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H in Lakhs
Particulars March 31, 2025 March 31, 2024
Inventory at the end of the year
(a) Finished Goods
(b) Work-In- Progress 3,225.66 3,131.13
Total 3,225.66 3,131.13
Inventory at the beginning of the year
(a) Finished Goods
(b) Work-In- Progress 3,131.13 2,668.51
Total 3,131.13 2,668.51
Increase (-) / decrease (+) in inventories (94.53) (462.62)
H in Lakhs
Note - 30: Employee benefit expenses
Particulars March 31, 2025 March 31, 2024
(a) Salaries & wages 1,913.64 1,822.84
(b) Contributions to provident and other funds 136.70 126.83
(c) Gratuity 44.78 52.40
(d) Staff welfare expenses 111.85 127.90
Total 2,206.96 2,129.97
Note - 31: Finance costs H in Lakhs
Particulars March 31, 2025 March 31, 2024
(a) Interest expense 453.87 512.05
(b) Unwinding of Loans
(i) Related party loans - -
(ii) Other loans 8.38 16.00
(c) Other Borrowing Costs 27.96 17.23
Total 490.21 545.28
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Note - 32: Other expenses H in Lakhs
Particulars March 31, 2025 March 31, 2024
(a) Power & Fuel 1,585.81 1,595.79
(b) Repairs and Maintenance:
(i) Plant and Machinery 166.25 142.85
(ii) Buildings 3.66 13.66
(iii) Others 3.24 4.45
(c) Contract Labour cost 1,130.04 1,067.65
(d) Rent 18.00 18.00
(e) Outward Freight Charges 185.19 154.12
(f) Packing and Forwarding Charges 64.60 43.37
(g) Legal, Professional & Consultancy Fee 211.34 172.32
(h) Rates and taxes 17.86 12.66
(i) Travelling Expenses 46.38 26.20
(j) Insurance 28.10 32.85
(k) Payments to auditor (Refer details below) 4.60 5.00
(l) Exchange (Gain) / Loss (73.32) (75.94)
(m) Custom Duty Paid (Net) 1.37 1.32
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Notes to Standalone Financial Statements for the year ended March. 31, 2025

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Note - 32: Other expenses (Contd.) H in Lakhs
Particulars March 31, 2025 March 31, 2024
(n) Publicity & Sales Promotion 6.06 3.95
(o) Directors Fees & Travelling Expenses 2.67 2.02
(p) Maintenance Other 43.26 38.12
(q) Miscellaneous Expenses 250.60 218.23
3,695.71 3,476.63
Less: Expenses Capitalised 38.96 41.88
Total 3,656.76 3,434.75
Details of payments to Auditors
Audit Fee 3.20 3.20
Tax Audit Fee 0.60 0.60
0.80 1.20
Limited review and Certification work
Total 4.60 5.00
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Note - 33: Income Taxes

As per Ind As 12 An explanation of the relationship between tax expense (income) and accounting profit in either or both of the following forms need to be disclosed:

  • a numerical reconciliation between tax expense (income) and the product of accounting profit multiplied by the applicable tax rate, disclosing also the basis on which the applicable tax rate is computed;

or

  • a numerical reconciliation between the average effective tax rate and the applicable tax rate, disclosing also the basis on which the applicable tax rate is computed;

The above said reconcilation will not arise in situations where there is accounting losses to taxable Income.

Note - 34: Financial instruments – Fair values and risk management

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Note - 34: Financial instruments – Fair values and risk management H in Lakhs
March 31, 2025 Carrying amount Fair value
Amortised FVTPL FVTOCI Total Level 1 Level 2 Level 3 Total
Cost
Non-Current Financial Assets
Investments
Quoted Equity Instruments - - 2.29 2.29 2.29 - 2.29
Unquoted Equity Instruments * - 2,332.00 124.87 2,456.87 - 2,456.87 - 2,456.87
Unquoted Preference Shares - 257.71 - 257.71 - - 257.71 257.71
Other Financial Assets - 0.24 - 0.24 - - 0.24 0.24
Current Financial Assets
Current Investments - - - - - - - -
Trade Receivables 3,759.99 - - 3,759.99 - - - -
Cash and Cash Equivalents 3,232.69 - - 3,232.69 - - - -
Other Bank Balances 53.83 - - 53.83 - - - -
Loans 3.65 - - 3.65 - - - -
Other Financial Assets 1.29 - - 1.29 - - - -
7,051.46 2,589.95 127.17 9,768.58 2.29 2,456.87 257.95 2,717.12
Non-Current Financial
Liabilities
Borrowings 4,371.43 - - 4,371.43 - - - -
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156 | Kinetic Engineering Limited

Annual Report 2024-25 | 157

Corporate Overview Statutory Reports Financial Statements

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Notes to Standalone Financial Statements for the year ended March. 31, 2025

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Note - 34: Financial instruments – Fair values and risk management (Contd.) H in Lakhs
March 31, 2025 Carrying amount Fair value
Amortised FVTPL FVTOCI Total Level 1 Level 2 Level 3 Total
Cost
Current Financial Liabilities
Borrowings 1,663.97 - - 1,663.97 - - - -
Trade Payables 4,015.10 - - 4,015.10 - - - -
Other Financial Liabilities 361.86 - - 361.86 - - - -
10,412.36 - - 10,412.36 - - - -
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H in Lakhs
31 [st] march, 2024 Carrying amount Fair value
Amortised FVTPL FVTOCI Total Level 1 Level 2 Level 3 Total
Cost
Non-Current Financial Assets
Investments
Quoted Equity Instruments - - 2.05 2.05 2.05 - 2.05
Unquoted Equity Instruments * - 1,403.00 110.86 1,513.86 - 1,513.86 - 1,513.86
Unquoted Preference Shares - 371.47 - 371.47 - - 371.47 371.47
Other Financial Assets - 0.24 - 0.24 - - 0.24 0.24
Current Financial Assets
Current Investments - - - - - - - -
Trade Receivables 3,154.42 - - 3,154.42 - - - -
Cash and Cash Equivalents 29.79 - - 29.79 - - - -
Other Bank Balances 45.17 - - 45.17 - - - -
Loans 3.65 - - 3.65 - - - -
Other Financial Assets 2.75 - - 2.75 - - - -
3,235.78 1,774.71 112.91 5,123.40 2.05 1,513.86 371.71 1,887.62
Non-Current Financial Liabilities
Borrowings 2,909.46 - - 2,909.46 - - - -
Current Financial Liabilities
Borrowings 420.94 - - 420.94 - - - -
Trade Payables 4,216.44 - - 4,216.44 - - - -
Other Financial Liabilities 702.73 - - 702.73 - - - -
8,249.56 - - 8,249.56 - - - -
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Level 1: Level 1 hierarchy includes financial instruments measured using quoted prices.

Level 2: The fair value of instrument is determined using valuation techniques which maximise the use of observable market data and rely as little as possible on entity-specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2.

Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3.

Notes to Standalone Financial Statements for the year ended March. 31, 2025

Note - 35: Financial risk management

The Company has exposure to the following risks arising from financial instruments:

  • Credit risk ;

  • Liquidity risk ; and

  • Market risk

(A) Credit risk

Credit risk arises from cash and cash equivalents, deposits with banks, security deposits, as well as credit exposure to outstanding receivables.

Credit risk management

The Company is exposed to credit risk from its operating activities (primarily trade receivables) and from its financing activities, including deposits with banks and other financial instruments. For banks and other financial institutions, only high rated banks/ financial institutions are accepted. The balances with banks, loans given to employees, security deposits are subject to low credit risk and the risk of default is negligible or nil. Hence, no provision has been made for expected credit loss for credit risk arising from these financial assets.

Trade receivables

Credit risk arises from the possibility that customer will not be able to settle their obligations as and when agreed. To manage this, the Company periodically assesses the financial reliability of customers, taking into account the financial condition, current economic trends, analysis of historical bad debts, ageing of accounts receivable and forward looking information. Individual credit limits are set accordingly. The credit risk is considered low given the past experience of negligible or minimal write-offs.

The ageing of trade receivables are as follows:

negligible or minimal write-offs.
The ageing of trade receivables are as follows:
Particulars
Notpast due date
Past due 1–90 days
Past due 91–180 days
Past due more than 180 days
Total Trade receivables
March 31, 2025
2,353.17
1,002.86
129.16
274.81
3,759.99
Hin Lakhs
March 31, 2024
2,374.08
406.41
246.59
127.34
3,154.42

(B) Liquidity risk

Liquidity risk is the risk that the Company may encounter difficulty in meeting its obligations. The Company monitors rolling forecast of its liquidity position on the basis of expected cash flows. The company has obtained fund based / Non-fund based working capital facilities from banks.

Exposure to liquidity risk

The tables below analyse the Company’s non-derivative financial liabilities into relevant maturity group based on their contractual maturities:

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H in Lakhs
March 31, 2025 < 1 year 1 to 3 years > 3 years
Non-derivative liabilities
Borrowings 1,663.97 382.63 3,988.80
Trade payables 4,015.10 - -
361.86 - -
Other financial liabilities
Total non-derivative liabilities 6,040.93 382.63 3,988.80
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158 | Kinetic Engineering Limited

Annual Report 2024-25 | 159

Corporate Overview Statutory Reports Financial Statements

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Notes to Standalone Financial Statements for the year ended March. 31, 2025

Note - 35: Financial risk management (Contd.)

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H in Lakhs
March 31, 2024 < 1 year 1 to 3 years > 3 years
Non-derivative liabilities
Borrowings 420.94 939.84 1,969.62
Trade payables 4,216.44 - -
702.73 - -
Other financial liabilities
Total non-derivative liabilities 5,340.10 939.84 1,969.62
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(C) Market risk

(i) Foreign currency risk

Foreign currency risk means the risk that the result or economic situation of the Company changes due to changes in exchange rates. The Company is exposed to foreign exchange risk arising from foreign currency transactions, primarily with respect to the USD. Foreign exchange risk arises from future commercial transactions and recognised assets and liabilities denominated in a currency which is not the Company’s functional currency ( H ). The risk is measured through a forecast of highly probably foreign currency cash flows.

(a) The Company’s exposure to foreign currency risk at the end of the year are as follows :-

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The Company’s exposure to foreign currency risk at the end of the year are as follows :- H in Lakhs
Particulars Currency Exposure in F.C. Exposure in H
Financial Assets
Trade receivables USD
As at March 31, 2025 18.74 1,583.88
As at March 31, 2024 13.02 1,063.07
Financial Liabilities
Trade Payables USD
As at March 31, 2025 0.03 2.30
As at March 31, 2024 0.07 5.91
Net Exposure as at March 31,2025 18.71 1,581.58
Net Exposure as at March 31,2024 12.95 1,057.16
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  • (b) Sensitivity analysis:

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Sensitivity analysis: H in Lakhs
Particulars Impact on profit before tax
March 31, 2025 March 31, 2024
USD sensitivity
USD/INR - Increase by 5% * 79.08 52.86
USD/INR - Decrease by 5% * (79.08) (52.86)
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*Holding all other variables constant

(ii) Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The interest rate risk can also impact the provision for retiral benefits. The Company Interest rate risk is linked to PLR rates therefore subject to interest rate risk, carrying amount and future cash flows will fluctuate because of change in the market interest rates (PLR Rates).

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Sensitivity: H in Lakhs
Particulars Impact on profit before tax
March 31, 2025 March 31, 2024
Change
25 Basis Points increase (12.26) (13.63)
25 Basis Points decrease 12.26 13.63
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Notes to Standalone Financial Statements for the year ended March. 31, 2025

Note - 36: Capital Management

The Company’s objective for capital management is to maximize shareholder wealth, safeguard business continuity and support the growth of the Company. The Company determines the capital management requirement based on annual operating plans and long-term and other strategic investment plans. The funding requirements are met through optimum mix of borrowed and own funds.

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The Company’s adjusted net debt to equity position are as follow: H in Lakhs
Particulars March 31, 2025 March 31, 2024
Net debt 6,035.40 3,330.40
Less: Cash and Cash Equivalents 3,286.53 74.96
Less: Current Investments - -
Adjusted net (Cash)/Debt 2,748.88 3,255.44
Total equity 10,361.37 5,999.64
Net debt to equity ratio 0.27 0.54
Note - 37: Segment Reporting
The business activities of the Company from which it earns revenues and incurs expenses; whose operating results are
regularly reviewed by the chief operating decision maker to make decisions about resources to be allocated to the segment
and assess its performance, and for which discrete financial information is available which involves predominantly one
operating segment i.e. automotive components.
Note - 38: Contingencies and commitments H in Lakhs
Particulars March 31, 2025 March 31, 2024
Contingent Liabilities:
I) Claim against Company not acknowledged as debt 26.07 26.07
II) Other money for which the company is contingently liable
a. Income Tax matter under appeal approx 5.75 5.75
b. Sales Tax matter under appeal 9.17 9.17
c. Excise Duty in dispute 111.74 111.74
d. ESIC liability in dispute 1.26 1.26
e. Municipal property Tax in dispute - 9.16
f. Labour Cases 37.92 37.92
g. Entry Tax in dispute 6.19 6.19
h. Other Compensation Matters 15.00 15.00
i. Goods & Service tax 21.47 -
Commitments: - -
Estimated amount of contracts remaining to be executed on capital account and 687.78 256.53
not provided for;
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The business activities of the Company from which it earns revenues and incurs expenses; whose operating results are regularly reviewed by the chief operating decision maker to make decisions about resources to be allocated to the segment and assess its performance, and for which discrete financial information is available which involves predominantly one operating segment i.e. automotive components.

Note - 39: Earnings per share

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Particulars March 31, 2025 March 31, 2024
Basic and diluted earnings per share
a) Profit after tax attributable to the equity holders of the company ( H In Lakhs) 673 537
b) Weighted average number of equity shares outstanding (Nos.)(Basic) 2,21,86,456 2,21,61,521
c) Earnings per share
- Basic 3.03 2.43
d) Weighted average number of equity shares outstanding (Nos.)(Diluted) 2,24,77,369 2,21,61,521
e) Earnings per share
- Diluted 3.00 2.43
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160 | Kinetic Engineering Limited

Annual Report 2024-25 | 161

Corporate Overview Statutory Reports Financial Statements

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Notes to Standalone Financial Statements for the year ended March. 31, 2025

Note - 40:

Company has purchased six bills of exchange and paid H 206.65 Lakhs ( H 206.65 Lakhs) for the same. These bills have matured but have not been honoured. Company has filed suits in the High Court of Judicature at Bombay.

Note - 41:

In terms of the Notification dated March 31, 2009 by The Ministry of Corporate Affairs amending the erstwhile Ind AS -21 “The Effects of Changes in Foreign Exchange Rates”, the company had exercised the option to recognize the exchange difference on long term non-monetary items retrospectively from the accounting period 2007-08. Such exchange differences relating to the acquisition of capital assets are adjusted to the cost of capital and would be depreciated over the balance life of the asset. Exchange difference amounting to H 200.24 Lakhs ( H 373.90 Lakhs) has been carried in the Fixed Assets as on March 31, 2025.

Note - 42: Disclosure as required under Micro Small and Medium Enterprises Development Act, 2006

Particulars
i.
Principal amount remainingunpaid to anysupplier as at the end of the accounting year
ii.
Interest due thereon remainingunpaid to anysupplier as at the end of the accounting year
iii. The amount of interest paid along with the amounts of the payment made to the supplier beyond
the appointed day
iv. The amount of interest due andpayable for theyear
v.
The amount of interest accrued and remainingunpaid at the end of the accounting year
Hin Lakhs
March 31, 2025
222.95
11.42
-
11.42
11.42

The information as required to be disclosed under Micro, Small and Medium Enterprises Development Act, 2006 is determined to the extent such parties have been identified on the basis of information made available with the company.

Note - 43: Related Party Transactions

a) Name of Related Parties

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Name of Related Parties Relation
Kinetic Communications Ltd. Group Companies
Microage Instruments Pvt. Ltd. Group Companies
Kinetic Hyundai Elevator & Movement Technologies Ltd. Group Companies
Kinetic Green Energy & Power Solutions Limited. Entity having common promoter
Kinetic Watts & Volts Limited. Subsidiary
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b) Key Management Personnel

Microage Instruments Pvt. Ltd.
Kinetic Hyundai Elevator & Movement Technologies Ltd.
Kinetic Green Energy& Power Solutions Limited.
Kinetic Watts & Volts Limited.
Key Management Personnel
GroupCompanies
GroupCompanies
Entityhavingcommonpromoter
Subsidiary
Chairman Mr. Arun Hastimal Firodia
Vice Chairman & ManagingDirector Mr. Ajinkya Arun Firodia
Chief Financial Offcer Mr. Vinayak Shevade

CompanySecretary& Compliance offcer
Mr. Chaitanya Mundra

Non-executive director
Mrs. Jayashree Arun Firodia
Independent Director Mr. Jinendra Hirachand Munot
Mr. Rohit Prakash Bafana
Mr. DattatrayNavale
Mr. Achal Kotecha
Mr. Venkataiah Madipalli

Notes to Standalone Financial Statements for the year ended March. 31, 2025

Note - 43: Related Party Transactions (Contd.)

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c) Transactions and balances with related parties have been set out below: H in Lakhs
Particulars March 31, 2025 March 31, 2024
Kinetic Green Energy & Power Solutions Limited.
Sales of Goods 1312.05 955.66
Reimbursement of Expenses 26.54 27.49
Rent Received 181.57 133.59
Purchase of Goods 32.39 39.41
Paint Shop Work 23.00 7.67
Kinetic Hyundai Elevator & Movement Technologies Ltd.
Dividend Received 6.91 5.40
Kinetic Communication Ltd
Dividend Received 0.48 0.48
Reimbursement of expenses 1.77 1.07
Sales of Goods 0.04 -
Micro Age Instruments Pvt Ltd
Reimbursement of expenses 27.90 -
Electricity Charges Paid (Solar) 97.37 102.92
Kinetic Watts & Volts Ltd
Sales of Goods 285.79 -
Reimbursement of expenses 9.01 -
Remuneration to Key Managerial Persons
Mr. Ajinkya Firodia 106.10 98.71
Mr. Chaitanya Koranne (Professional Fees) - 14.42
Mr. Chaitanya Mundra 17.67 15.07
Mr. Vinayak Shevade 6.75 -
Director Sitting Fee
Mr. Shirish Ratanlal Kotecha - 0.41
Mrs. Jayashree Arun Firodia 0.35 0.28
Mr. Rohit Prakash Bafna 0.41 0.50
Mr. Jinendra Hirachand Munot 0.46 0.26
Mr. Venkataiah Madipalli 0.55 0.50
Mr. Achal Kotecha 0.46 -
Mr. Dattatray Navale 0.36 0.07
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Note - 44: Ratios

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Sr Particulars Numerator Denominator March 31, 2025 March 31, 2024
No
a) Current Ratio (Times) Current Assets Current Liabilities 1.80 1.13
b) Debt- Equity Ratio (Times) Net Debt Equity 0.27 0.54
c) Debt Service Coverage PBIDTA Principal + Interest 1.07 1.87
Ratio (Times) Repayment of loans during
the year
d) Return on Equity Ratio Net Profit Average Sharholders’ 8.23% 12.12%
(Percentage) Equity
e) Inventory Turnover Ratio Cost of Average Inventory 1.47 1.66
(Times) Material
Consumed
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162 | Kinetic Engineering Limited

Annual Report 2024-25 | 163

Corporate Overview Statutory Reports Financial Statements

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Notes to Standalone Financial Statements for the year ended March. 31, 2025

Note - 44: Ratios (Contd.)

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----- Start of picture text -----

Sr Particulars Numerator Denominator March 31, 2025 March 31, 2024
No
f) Trade Receivables Total Sales Average Trade Receivables 4.10 4.70
Turnover Ratio (Times)
g) Trade Payables Turnover Total Average Trade Payables 2.61 2.58
Ratio (Times) Purchases
h) Net Capital Turnover Ratio Total Sales Average working capital 4.26 NA
(Times)
i) Net Profit Ratio Net Profit Total Sales 4.75% 3.75%
(Percentage)
j) Return on Capital PBIDTA Average Capital Employed 5.70% 7.64%
Employed (Percentage)
k) Return on investment Profit Total Investment (Avg) 0.94 1.68
earned from
investment
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Notes

  • i) Current Ratio has improved due to better efficiency, performance and increase in bank balance due to issue of convertible warrants / equity shares.

  • ii) Debt- Equity Ratio improved on account of issue of equity shares and convertible warrants, repayment of terms loans and improvement in profitabiliy.

  • iii) Debt Service Coverage Ratio has impacted due to prepayment of term loans from banks.

  • iv) Return on Equity ratio and Return on Capital Employed ratio has gone down due to increase in equity.

  • v) Net Profit Ratio has improved because of increase in other income .

  • vi) Return on investment has goes down due to increase in investment in subsidiary.

Note - 45: Additional Regulatory Disclosures as per Schedule III of Companies Act, 2013

  • (i) The Title deeds of the immovable properties (other than properties where the Company is the lessee and the lease agreements are duly executed in favour of the lessee) are held in the name of the Company.

Notes to Standalone Financial Statements for the year ended March. 31, 2025

Note - 45: Additional Regulatory Disclosures as per Schedule III of Companies Act, 2013 (Contd.)

  • (vi) Intangible assets under development :- NA

  • (vii) No proceedings have been initiated or pending against the Company for holding any Benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and the rules made thereunder.

  • (viii) The Company has been sanctioned facilities from banks on the basis of security of current assets in excess of H 5 Cr. The Quarterly returns or statements of current assets filed by the Company with such banks are in agreement with the books of accounts of the Company taking into account notes given in the said statements.

  • (ix) The Company has not been declared as wilful defaulter by any of the lenders.

  • (x) There are no transactions with the Companies whose name are struck off under Section 248 of The Companies Act, 2013 or Section 560 of the Companies Act, 1956 during the year ended 31[st] March 2025

  • (xi) All applicable cases where registration of charges or satisfaction is required to be filed with Registrar of Companies have been filed. No registration or satisfaction is pending at the year ended 31[st] March 2025.

  • (xii) Compliance with number of layers of companies - NA

  • (xiii) No scheme of arrangement has been approved by the competent authority in terms of Section 230 to 237 of the Companies Act, 2013.

  • (xiv) The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding that the Intermediary shall: (a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company (ultimate beneficiaries) or (b) provide any guarantee, security or the like to or on behalf of the ultimate beneficiary.

  • (xv) The Company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall: (a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or (b) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

  • (xvi) The Company has not operated in any crypto currency or Virtual Currency transactions.

  • (xvii) During the year the Company has not disclosed or surrendered, any income other than the income recoginsed in the books of accounts in the tax assessments under Income Tax Act, 1961.

  • (xviii) Corporate Social Responsibility : Provisions of 135 of companies act 2013 are not applicable to company.

  • (ii) The Company does not have any investment property.

  • (iii) There is no revaluation of Property, Plant and Equipment (including Right of Use Assets) and intangible assets during the year, hence the revaluation related disclosures required as per Additional Regulatory Information of Schedule III (revised) to the Companies Act, is not applicable.

  • (iv) The Company has not granted Loans or Advances in the nature of loan to any promoters, Directors, KMPs and the related parties (As per Companies Act, 2013) , which are repayable on demand or without specifying any terms or period of repayments.

  • (v) Capital-Work-in Progress (CWIP)

Ageing schedule of capital work in progress :-

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CWIP Amount in CWIP for a period of Total
Less than 1 1-2 years 2-3 years More than
year 3 years
Projects in progress
1. EPC SOLAR Project - Yevatmal 982.50 982.50
2. HR OFFICE RENEVATION 7.95 7.95
3. TOTAL 990.45 990.45
Projects temporarily suspended
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As per our report of even date For and on behalf of Board of Directors For Pawan Jain And Associates For Kinetic Engineering Limited Chartered Accountants A. H. Firodia A. A Firodia (Chairman) (Vice Chairman & Managing Director) DIN:00057324 DIN:00332204 CA Pawan Jain Partner Membership Number- 032900 Firm Reg No.:0107867W Vinayak Shevade Chaitanya Mundra Place: Pune (Chief Financial Officer) (Company Secretary) Date: 13[th] May 2025 UDIN: 25032900BMILTH8598

164 | Kinetic Engineering Limited

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Statutory Reports Financial Statements

Corporate Overview

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Independent Auditors Report

To

The Members of KINETIC ENGINEERING LIMITED

Key Audit Matters

REPORT ON THE AUDIT OF THE CONSOLIDATED FINANCIAL STATEMENTS

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements for the financial year ended 31 March 2025. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters

Opinion

We have audited the accompanying financial statements of KINETIC ENGINEERING LIMITED (hereinafter referred to as the ‘Holding Company’) and its subsidiaries (the Holding Company and its subsidiaries together referred to as the ‘Group’), which comprise the Consolidated Balance Sheet as at March 31, 2025, and the Consolidated Statement of Profit and Loss (including Other Comprehensive Income), the Consolidated Statement of Cash Flows for the year ended on that date, and notes to Consolidated financial statements, and a summary of the significant accounting policies and other explanatory information (hereinafter referred to as “Consolidated financial statements”).

Information other than the Consolidated Financial Statements and Auditors’ Report thereon

The Company’s Board of Directors is responsible for the preparation of the other information. The other information comprises the information included in the Management Discussion and Analysis, Board’s Report including Annexures to Board’s Report, Business Responsibility and Sustainability Report, Corporate Governance and Shareholder’s Information, but does not include the consolidated financial statements, standalone financial statements and our auditor’s report thereon.

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid consolidated financial statements give the information required by the Companies Act, 2013 (“the Act”) in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the consolidated state of affairs of the Group as at 31 March 2025, their consolidated profit including other comprehensive income, their consolidated cash flows and the consolidated statement of changes in equity for the year ended on that date.

Our opinion on the consolidated financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the consolidated financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated.

Basis for Opinion

We conducted our audit of the Consolidated financial statements in accordance with the Standards on Auditing (SAs) specified under section 143 (10) of the Companies Act, 2013. Our responsibilities under those Standards are further described in the Auditor’s Responsibilities for the audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with the code of ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the Consolidated Financial Statements under the provisions of the Act and the rules made thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAI’s code of ethics.

If, based on the work we have performed if we conclude that there is a material misstatement of this other information we are required to report that fact. We have nothing to report in this regard.

Responsibilities of Management and Those Charged with Governance for the Financial Statements

The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation of these financial statements that give a true and fair view of the consolidated balance sheet, consolidated profit and loss statements and consolidated statement of cash flows of the Group in accordance with the accounting principles generally accepted in India, including the Accounting

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Consolidated Financial Statements.

Standards specified under Section 133 of the Act read with the Companies (Indian Accounting Standards)

forgery, intentional omissions, misrepresentations, or the override of internal control.

  • Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3) (i) of the Companies Act, 2013, we are also responsible for expressing our opinion on whether the company has adequate internal financial controls system in place and the operating effectiveness of such controls.

Rules, 2015, as amended. This responsibility also includes � maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Group and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, � that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the consolidated financial statements that give a true and fair view and are free from � material misstatement, whether due to fraud or error, which have been used for the purpose of preparation of the Consolidated Financial Statements by the Directors of the Company, as aforesaid.

Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

In preparing the consolidated financial statements, the respective Board of Directors of the company included in the Group are responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.

The respective Board of Directors of the companies included � in the Group are also responsible for overseeing the Company’s financial reporting process of the Group.

Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements

Obtain sufficient and appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the audit of the financial statements of such entities included in the consolidated financial statements of which we are independent Auditors.

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

Materiality is the magnitude of the misstatements in the Consolidated Financial Statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the Consolidated Financial Statements may be influenced. We consider quantitative materiality and qualitative factors in-

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional scepticism throughout the audit. We also:

  • (i) planning the scope of our audit work and in evaluating the results of our work; and

  • Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion,

  • (ii) to evaluate the effect of any identified misstatements in the Consolidated Financial Statements.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

166 | Kinetic Engineering Limited

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Corporate Overview Statutory Reports Financial Statements

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We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

With respect to the matters specified in paragraphs 3(xxi) and 4 of the Companies (Auditor’s Report) Order, 2020 (the “Order”/ “CARO”) issued by the Central Government in terms of Section 143(11) of the Act, to be included in the Auditor’s report, according to the information and explanations given to us, and based on the Auditor’s Reports on the financial statements of Company and its subsidiaries as at and for the year ended March 31, 2025, included in the Consolidated Financial Statements of the Group , there are no matters which require reporting as specified as in paragraph 3(xxi) of the Order.

  1. As required by Section 143 (3) of the Act, we report that:

  2. a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit of the aforesaid consolidated financial statements;

  3. b) In our opinion, proper books of account as required by law relating to preparation of the aforesaid consolidated financial statements have been kept so far as it appears from our examination of those books;

  4. c) The Consolidated Balance Sheet, the Consolidated Statement of Profit and Loss including Other Comprehensive Income, Consolidated Statement of Changes in Equity and the Consolidated Statement of Cash Flows dealt with by this Report are in agreement with the relevant books of account maintained for the purpose of preparation of the consolidated financial statements

  5. d) In our opinion, the aforesaid consolidated financial statements comply with the Accounting Standards specified under section 133 of the Act, read with Companies (Indian Accounting Standards) Rules, 2015, as amended;

  6. e) On the basis of the written representations received from the directors as on March 31, 2025 taken on record by the Board of Directors, none of the directors of the Group’s companies incorporated in India, is disqualified as on March 31, 2025 from being appointed as a director in terms of Section 164(2) of the Act;

  7. f) With respect to the adequacy of internal financial controls over financial reporting of the company and the operating effectiveness of such controls, refer to our separate report in “Annexure A” which is based on the auditors’ reports of the Company and its subsidiary companies. Our report expresses an unmodified opinion on the adequacy and operating effectiveness of internal financial controls with reference to Consolidated Financial Statements of those companies;

  8. g) With respect to the other matters to be included in the Auditor’s Report in accordance with the requirements of section 197(16) of the Act, as amended, in our opinion and to the best of our information and according to the explanations given to us, the remuneration paid by the Company to its directors during the year is in accordance with the provisions of section 197 of the Act.

  9. h) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

  10. i. The Consolidated statements financial

  11. disclose impact of pending litigations on the consolidated financial position of the Group.

  12. ii. The provision has been made in the consolidated financial statements, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on longterm contracts including derivative contracts.

  13. iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company and its subsidiary companies incorporated in India.

  14. iv. a) The respective managements of the Holding Company and its subsidiaries which are companies incorporated in India whose financial statements have been audited under the Act have represented to us and the other auditors of such subsidiaries respectively that, to the best of its knowledge and belief, no funds have been advanced or loaned or invested either from borrowed funds or share premium or any other sources or kind of funds by the Holding Company or any of such subsidiaries to

or in any other person or entity, including foreign entities (‘Intermediaries’), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the respective Holding Company or any of such subsidiaries (‘Ultimate Beneficiaries’) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

  • b) The respective managements of the Holding Company and its subsidiaries which are companies incorporated in India whose financial statements have been audited under the Act have represented to us and the other auditors of such subsidiaries respectively that, to the best of its knowledge and belief, no funds (which are material either individually or in the aggregate) have been received by the respective Holding Company or any of such subsidiaries from any person or entity, including foreign entities (‘Funding Parties’), with the understanding, whether recorded in writing or otherwise, that the Holding Company or any of such subsidiaries shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (‘Ultimate Beneficiaries’) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries; and

  • c) Based on the audit procedures that have been considered reasonable and appropriate in the circumstances performed by us and those performed by

the auditors of the subsidiaries which are companies incorporated in India whose financial statements have been audited under the Act, nothing has come to our or other auditors’ notice that has caused us or the other auditors to believe that the representations under sub-clause (a) and (b) contain any material misstatement. The Holding Company did not have any associate company incorporated in India and did not exercise joint control over any entity incorporated in India.

  • v. During the year, the company has not declared or paid any dividend.

  • vi. Based on our examination, which included test checks, the Company has used accounting software systems for maintaining its books of account for the financial year ended March 31, 2025 which have the feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the software systems. Further, during the course of our audit we did not come across any instance of the audit trail feature being tampered with and the audit trail has been preserved by the Company as per the statutory requirements for record retention.

For Pawan Jain and Associates Chartered Accountants Firm Registration No: 0107867W

Place: Pune CA Pawan Jain Date: 13[th] May 2025 Partner UDIN: 25032900BMILTG3062 Membership No: 032900

168 | Kinetic Engineering Limited

Annual Report 2024-25 | 169

Corporate Overview Statutory Reports Financial Statements

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Annexure A to Independent Auditor’s Report

(Referred to in paragraph 2 (f) under the heading ‘Report on other legal and regulatory requirements’ of our report of even date.)

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (the ‘Act’)

maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls with reference to consolidated financial statements and their operating effectiveness. Our audit of internal financial controls with reference to consolidated financial statements included obtaining an understanding of internal financial controls with reference to consolidated financial statements, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditors’ judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

In conjunction with our audit of the consolidated financial statements of Kinetic Engineering Ltd. (hereinafter referred to as the ‘Holding Company’) as of and for the year ended 31[st] March 2025, we have audited the internal financial controls with reference to consolidated financial statements of the Holding Company and its subsidiaries (the Holding Company and its subsidiaries together referred to as ‘the Group’), which are companies incorporated in India, as of that date.

Management’s Responsibility for Internal Financial Controls

The respective Board of Directors of the companies included in the Group, which are companies incorporated in India, are responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Holding Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India (ICAI). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to the respective company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act.

We believe that the audit evidence we have obtained and the audit evidence obtained by the other auditors in terms of their reports referred to in the Other Matters paragraph below, is sufficient and appropriate to provide a basis for our audit opinion on the internal financial controls with reference to consolidated financial statements.

Meaning of Internal Financial Controls with reference to Consolidated Financial Statements A company’s internal financial control with reference to consolidated financial statements is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal financial control with reference to consolidated financial statements includes those policies and procedures that

Auditors’ Responsibility

  1. pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

Our responsibility is to express an opinion on the Company’s internal financial controls with reference to consolidated financial statements based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the ‘Guidance Note’) and the Standards on Auditing, specified under section 143(10) of the Act, to the extent applicable to an audit of internal financial controls, both, issued by ICAI. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls with reference to consolidated financial statements were established and

  1. provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and

  2. provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls with reference to Consolidated Financial Statements

Because of the inherent limitations of internal financial controls with reference to consolidated financial statements, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls with reference to consolidated financial statements to future periods are subject to the risk that the internal financial controls with reference to consolidated financial statements may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Group , which are companies incorporated in India, have, maintained in all material respects, adequate internal financial controls with reference to consolidated financial statements and such internal financial controls with reference to consolidated financial statements were operating effectively as at 31 March 2025, based on the internal control over financial reporting criteria established

by the Holding Company considering the essential components of internal control stated in the Guidance Note issued by the ICAI.

Other Matters

Our report under Section 143(3)(i) of the Act on the adequacy and operating effectiveness of the internal financial controls with reference to consolidated financial statements of the Holding Company, so far as it relates to one subsidiary, which is incorporated in India, is based on the corresponding reports of the auditors of such subsidiary. The Holding Company did not have any associate company incorporated in India and did not exercise joint control over any entity incorporated in India.

For Pawan Jain and Associates Chartered Accountants Firm Registration No: 0107867W

Place: Pune CA Pawan Jain Date: 13[th] May 2025 Partner UDIN: 25032900BMILTG3062 Membership No: 032900

170 | Kinetic Engineering Limited

Annual Report 2024-25 | 171

Corporate Overview Statutory Reports Financial Statements

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Consolidated Balance Sheet as at March 31, 2025

Consolidated Balance Sheetas at March 31, 2025 2025
Hin Lakhs
Particulars Note March 31, 2025 March 31, 2024
ASSETS 5,793.39
3,575.79
39.14
385.10
324.81
-
60.33
10,178.56
5,408.55
3,759.99
3,725.67
53.83
3.65
1.29
165.10
367.70
13,485.79
1)
Non-current assets
a)
Property,Plant & Equipment
3 6,347.01
b)
Capital work-in-progress
472.43
c)
Other Intangible Assets
3 20.34
d)
Financial Assets
(i)
Investments
4 886.23
(ii)Other 5 326.71
e)
Deferred Tax Assets
6 -
f)
Other Non-Current Assets
7 73.01
8,125.72
2)
Current assets
a)
Inventories
8 5,102.40
b)
Financial Assets
(i)
Investments
4 -
(ii)Trade receivables 9 3,154.42
(iii)Cash and cash equivalents 10 922.36
(iv)Bank Balances other than(iii)above 11 45.17
(v)Loans
12 3.65
(vi)Others 13 2.75
c)
Current Tax Assets(Net)
14 61.99
d)
Other current assets
15 175.96
9,468.71
TOTAL 23,664.35 17,594.43
EQUITY AND LIABILITIES
Equity 2,341.11
7,969.00
10,310.11
1,425.70
11,735.80
4,371.43
177.22
-
4,548.65
1,663.97
226.85
4,039.06
363.86
295.15
790.98
7,379.89
a)
Share Capital
16 2,216.15
b)
Other Equity
17 3,763.50
Equityattributable to owners of Company 5,979.65
c)
Non ControllingInterest
445.17
6,424.82
Liabilities
1)
Non-current liabilities
a)
Financial Liabilities
(i)
Borrowings
18 2,909.46
b)
Provisions
19 198.01
c)
Other Non-Current Liabilities
20 526.68
3,634.15
2)
Current liabilities
a)
Financial Liabilities
(i)
Borrowings
21 420.94
(ii)Tradepayables
22
(A)Total outstandingdue of micro & small enterprises 430.24
(B) Total outstanding dues of creditors other than micro & small
enterprises
3,786.20
(iii)Others 23 702.73
b)
Provision
25 340.36
c)
Other Current Liabilities
24 1,855.00
7,535.47
TOTAL
23,664.35 17,594.43
Summaryof signifcant accounting policies
Notes are integralpart of the fnancial statements
2
A. A Firodia
(Vice Chairman & Managing Director)
DIN:00332204
Chaitanya Mundra
(Company Secretary)

for the period ended March 31, 2025 Consolidated Statement of Profit and Loss

H in Lakhs

Particulars Note March 31, 2025 March 31, 2024
INCOME : 14,173.13
1,280.56
a)
Revenue from Operations
26 14,317.12
b)
Other income
27 903.94
Total Income 15,453.70 15,221.06
EXPENSES :
a)
Cost of materials consumed
28 7,841.22
(94.53)
2,240.17
490.21
668.74
8,372.47
b)
Changes in inventories of fnishedgoods and work-in-progress
29 (462.62)

c)
Employee benefts expenses
30 2,140.59

d)
Finance costs
31 545.31
e)
Depreciation and amortization expenses
3 644.55
f)
Other expenses
32 3,685.30 3,465.41
Total Expenses
14,831.12 14,705.71
Proft/(Loss) before exceptional items and tax 622.58 515.36

Exceptional items
622.58
Proft/(Loss) before tax 515.36
Tax expenses :
a)
Current tax
- -
b)
Deferred tax
- -
Proft (Loss) for theyear 622.58 515.36

Attributable to
a)
Owners of the company
642.05 521.13
b)
Non-controllinginterest
(19.47) (5.77)
Other Comprehensive Income
Items that will not be reclassifed to Proft or Loss

(i) Re-measurement of net defned beneftplan
(19.05)
(19.05)
603.52
623.00
(19.47)
2.89
(20.15)

Total Other Comprehensive Income
(20.15)
Total Comprehensive Income for theyear 495.21
Attributable to
a)
Owners of the company
500.59
b)
Non-controllinginterest
(5.38)
Earnings Per Share (Nominal valueper shareH10)
Basic 2.35
Diluted 2.86 2.35
Summaryof signifcant accounting policies
Notes are integralpart of the fnancial statements
2

172 | Kinetic Engineering Limited

Annual Report 2024-25 | 173

Corporate Overview Statutory Reports Financial Statements

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Consolidated Statement of Cash Flows For the period ended March 31, 2025

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Consolidated Statement of Cash Flows For the period ended March 31, 2025
H in Lakhs
Particulars March. 31, 2025 March 31, 2024
A. CASH FLOW FROM OPERATING ACTIVITIES
Net Profit / (Loss) for the year 603.52 495.21
Adjustment For :
Depreciation 668.74 644.55
Interest & Finance charges (Net) 435.51 486.59
Dividend Received (7.39) (5.94)
Unrealised gain on fair valuation of Investment (14.25) (15.93)
Unrealised Exchange difference loss / (gain) - (4.59)
Profit (-) / Loss (+) on sale of Investments - -
(-) / Loss (+) on sale of Assets (1,028.93) (706.12)
Profit
Operative Profit before Working Capital Changes 657.20 893.77
Adjustment for net change in:
Trade and Other Receivables (798.33) 30.99
Inventories (306.15) (674.44)
Trade & Other payables (1,605.27) 896.88
Cash generated from operations (2,052.55) 1,147.19
Direct Taxes (103.11) (21.07)
Net Cash Generated from operating activities (2,155.66) 1,126.12
B. CASH FLOW FROM INVESTING ACTIVITIES
Purchase of Property, Plant & Equipment and Intangible Assets (Net) (4,112.53) (947.66)
Sale of Property, Plant & Equipment and Intangible Assets 1,911.11 853.07
Sale/Purchase of Investment (Net) - -
Purchase of Investment (Net) 515.38 (401.62)
Dividend received 7.39 5.93
Interest Received 22.95 26.58
Net Cash used in investing activities (1,655.67) (463.70)
C. CASH FLOW FROM FINANCING ACTIVITIES
Proceeds from Long Term Borrowings 1,147.23 58.73
Proceeds from Short Term Borrowings 1,243.03 (2,567.90)
Issue of Equity Shares / Convertible Warrants 6,670.99 3,041.32
Redumption of Preference Shares (1,963.52) -
Interest and Financial Charges paid (483.07) (530.47)
Net Cash used in financing activities 6,614.65 1.68
D. Net change in Cash and cash equivalents (A+B+C) 2,803.31 664.10
Cash and Cash Equivalents (Opening) 922.36 258.26
Cash and Cash Equivalents (Closing) 3,725.67 922.36
Notes : 1.
Figures in brackets represent cash outflows.
2.
Previous year figures have been regrouped wherever necessary.
3. Cash and cash equivalents comprises of :
March. 31, 2025 March 31, 2024
Cash on hand 0.10 0.21
Balances with banks 3,725.57 922.15
3,725.67 922.36
As per our report of even date For and on behalf of Board of Directors
For Pawan Jain And Associates For Kinetic Engineering Limited
Chartered Accountants
A. H. Firodia A. A Firodia
(Chairman) (Vice Chairman & Managing Director)
DIN:00057324 DIN:00332204
CA Pawan Jain
Partner
Membership Number- 032900
Firm Reg No.:0107867W Vinayak Shevade Chaitanya Mundra
Place: Pune (Chief Financial Officer) (Company Secretary)
Date: 13 [th] May 2025
UDIN: 25032900BMILTG3062
In Lakhs H Amount 1,987.65 228.50 2,216.15 124.96 2,341.11 In Lakhs H Total 900.64 3,308.02 - 4,208.66 In Lakhs H Total 4,208.66 4,563.05 623.00 9,394.71 9,394.71
Earnings Repaid (227.89) (227.89) Earnings Repaid (227.89) - - (227.89) (227.89)
Number 198.77 22.85 221.62 12.50 234.11 Ind AS Retained Promoters Loan Ind AS Retained Promoters Loan
Non- Interest 20.07 431.20 451.27 Non- Interest 451.27 980.53 - 1,431.81 1,431.81
Controlling Controlling
- - A. A Firodia (Vice Chairman & Managing Director) DIN:00332204 Chaitanya Mundra (Company Secretary)
Other Income (102.13) (20.15) (122.28) Other Income (122.28) (19.05) (141.33) (141.33)
Comprehensive Comprehensive
Retained Earnings/ Surplus (23,992.79) 515.36 - (23,477.43) Retained Earnings/ Surplus (23,477.43) - 642.05 (22,835.38) (22,835.38)
Share Warrant Account Share Warrant Account - 3,500.00 - 3,500.00 3,500.00
for the period ended March 31, 2025 Share Warrants Money Share Warrants Money - 171.00 - 171.00 171.00
Application Application Kinetic Engineering Limited
Special Reserve 0.46 - - 0.46 Special Reserve 0.46 (0.46) - - - For and on behalf of Board of Directors For A. H. Firodia (Chairman) DIN:00057324 Vinayak Shevade (Chief Financial Officer)
General reserve 8,669.25 - - 8,669.25 General reserve 8,669.25 0.46 - 8,669.70 8,669.70
Securities premium reserve 10,807.07 2,513.50 - 13,320.57 Securities premium reserve 13,320.57 1,971.04 - 15,291.61 15,291.61
Capital Reserve 3,535.19 - - 3,535.19 Capital Reserve 3,535.19 - - 3,535.19 3,535.19
Preference Shares 1,963.52 96.00 - 2,059.52 Preference Shares 2,059.52 (2,059.52) - - -
May 2025
th
Pawan Jain And Associates
Consolidated Statement of Changes in Equity A. Equity share capital Particulars As at April 01, 2023 Changes in equity share capital As at March 31, 2024 Change in equity share capital As at March 31, 2025 B. Other equity Particulars As at April 01, 2023 Increase/ (Decrease) Others Balance as at March 31, 2024 Particulars As at April 01, 2024 Increase/ (Decrease) Profit/(Loss) for the yearChanges during the year Balance as at March 31, 2025 The above statement of changes in equity should be read in conjunction with the accompanying notes. As per our report of even date For Chartered Accountants CA Pawan Jain Partner Membership Number- 032900 Firm Reg No.:0107867W Place: Pune Date: 13 UDIN: 25032900BMILTG3062
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174 | Kinetic Engineering Limited

Annual Report 2024-25 | 175

Corporate Overview Statutory Reports Financial Statements

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Notes to Consolidated Financial Statements for the year ended March. 31, 2025

Note - 1 : The Corporate Overview

Kinetic Engineering Limited (‘the company’) is a public limited company domiciled in India and incorporated under the provisions of Indian Companies Act. The Registered Office of the Company is situated at D-1 Block, Plot No. 18/2, MIDC, Chinchwad, Pune. The company’s ordinary shares are listed on the Bombay Stock Exchange.

The company is engaged in the manufacturing and supply of automotive components. The company caters to both domestic and international markets.

Note - 2 : Significant Accounting Policies

2.1 Statement of compliance

The financial statements of the company comply in all material aspects with Indian Accounting Standards (Ind AS) notified under Section 133 of Companies Act, 2013 (the Act) [Companies (Indian Accounting Standards) Rules, 2015] and other relevant provisions of the Act.

The financial statements were authorised for issue by the Board of Directors at it’s meeting held on 13[th] May 2025.

2.2 Basis of preparation

The financial statements have been prepared on a historical cost basis, except certain financial instruments and defined benefit plans, which are measured at fair value.

2.3 Basis of Consolidation

The Consolidated financial Statements incorporate the financial statements of the Company, its subsidiary, being entity that it controls. Control is evidenced where the Group has power over the investee or is exposed, or has rights, to varriable returns from its involvement with the investee and has the ability to effect those returns through its power over the investee. Power is demonstrated through exisiting rights that give the ability to direct the relevant activities, which significantly affect the entity returns.

The Consolidated financial Statements include results of the subsidiary Company, consolidated in accordance with ind AS 110 (Consolidated Financial Statements) and Ind AS 28( Investment in Associates and Joint Ventures).

2.4 Functional and presentation currency

These financial statements are presented in Indian Rupees ( H ), which is the company’s functional currency. All amounts have been rounded-off to the nearest Lakhs, unless otherwise stated.

2.5 Significant accounting judgments, estimates and assumptions

The preparation of the financial statements in conformity with Ind AS requires the management to make judgments, estimates and assumptions which affect the reported amounts of revenue, expenses, current assets, non-current assets, current liabilities, non-current liabilities and disclosure of the contingent liabilities at the end of each reporting period. Actual estimates may differ from these estimates.

Detailed information about each of these estimates and judgements is included in relevant notes.

The areas involving critical estimates and judgements are:

Estimation of current tax expense and payable – Note 14

Estimation of defined benefit obligation – Note 19 & Note 25

Recognition of revenue – Note 26

Recognition of deferred tax assets for carried forward tax losses – Note 6

Useful lives of property, plant and equipment – Note 3 & Point 2.9 under significant accounting policies

Estimation and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised and future periods affected.

Notes to Consolidated Financial Statements for the year ended March. 31, 2025

2.6 Current versus non-current classification

The company presents assets and liabilities in the balance sheet based on current / non-current classification. An asset is current when:

It is expected to be realised or intended to be sold or consumed in normal operating cycle;

It is held primarily for the purpose of trading;

It is expected to be realised within twelve months after the reporting period; or

It is cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period.

All other assets are classified as non-current.

A liability is current when:

It is expected to be settled in normal operating cycle;

It is held primarily for the purpose of trading;

It is due to be settled within twelve months after the reporting period; or

There is no unconditional right to defer the settlement of the liability for at least twelve months after the reporting period All other liabilities are classified as non-current.

Deferred tax assets and liabilities are classified as non-current assets and liabilities.

2.7 Revenue recognition

Effective April 1, 2018, the Company has applied Ind AS 115 which establishes a comprehensive framework for determining whether, how much and when revenue is to be recognised. Ind AS 115 replaces Ind AS 18 Revenue and Ind AS 11 Construction Contracts. The standard is applied by the company prospectively and the comparative information in the statement of profit and loss is not restated – i.e. the comparative information continues to be reported under Ind AS 18 and Ind AS 11. The impact of the adoption of the standard on the financial statements of the Company is insignificant.

Revenue is recognised upon transfer of control of promised products or services to customers in an amount that reflects the consideration which the Company expects to receive in exchange for those products or services.

Revenue is measured based on the transaction price, which is the consideration, adjusted for volume discounts, service level credits, performance bonuses, price concessions and incentives, if any, as specified in the contract with the customer. Revenue also excludes taxes collected from customers.

Dividend income is recorded when the right to receive payment is established. Interest income is recognised using the effective interest method.

Export benefits in the form of Duty Draw Back/ Merchandise Exports Incentive Scheme(MEIS) claims are recognised in the statement of profit and loss on receipt basis.

2.8 Inventories

Inventories are stated at the lower of cost and net realisable value. However, materials and other items held for use in the production of inventories are not written down below cost, if the finished products in which they will be incorporated are expected to be sold at or above cost. Cost is ascertained on a weighted average basis.

Cost of raw materials, components, stores and spares comprises cost of purchases. Cost of work-in-progress and finished goods comprises direct materials, direct labour and an appropriate proportion of variable and fixed overhead expenditure, the latter being allocated based on normal operating capacity. Cost of inventories also includes all other costs incurred in bringing the inventories to their present location and condition.

Net realisable value is the estimated selling price in the ordinary course of business, less estimated costs of completion and the estimated costs necessary to make the sale.

176 | Kinetic Engineering Limited

Annual Report 2024-25 | 177

Corporate Overview Statutory Reports Financial Statements

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Notes to Consolidated Financial Statements for the year ended March. 31, 2025

2.9 Property, plant and equipment (PPE)

Recognition and measurement

Property, plant and equipment are stated at cost comprising of purchase price and any initial directly attributable cost of bringing the asset to its working condition for its intended use, less accumulated depreciation (other than freehold land) and impairment loss, if any. Borrowing costs directly attributable to the construction of a qualifying asset are capitalised as part of the cost.

Notes to Consolidated Financial Statements for the year ended March. 31, 2025

feasible, future economic benefits are probable and the company intends to and has sufficient resources to complete development and to use or sell the asset.

Subsequent measurement

Subsequent expenditure is capitalised only when it increases the future economic benefits embodied in the specific asset to which it relates.

Amortisation

When parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items (major components) of property, plant and equipment.

Subsequent costs

The cost of replacing a part of an item of property, plant and equipment is recognised in the carrying amount of the item if it is probable that the future economic benefits embodied within the part will flow to the company and its cost can be measured reliably. The carrying amount of the replaced part is derecognised. The costs of the day-to-day servicing of property, plant and equipment are recognised in the statement of profit and loss as incurred.

Disposal

The gain or loss arising on disposal of an item of property, plant and equipment is determined as the difference between sale proceeds and carrying value of such item, and is recognised in the statement of profit and loss.

Depreciation

Depreciation is calculated over the depreciable amount, which is the cost of an asset, or other amount substituted for cost, less its residual value.

On PPE acquired on or before 31March 2000: Depreciation is recognised in the statement of profit and loss on a written down value basis over the estimated useful lives of each part of an item of property, plant and equipment as prescribed in Schedule II of the Companies Act, 2013, as assessed by the management of the company based on technical evaluation.

On PPE acquired after 31March 2000: Depreciation is recognised in the statement of profit and loss on a straight line basis over the estimated useful lives of each part of an item of property, plant and equipment as prescribed in Schedule II of the Companies Act, 2013, as assessed by the management of the company based on technical evaluation.

Freehold land is not depreciated.

The property, plant and equipment acquired under finance leases is depreciated over the shorter of the lease term and their useful lives unless it is reasonably certain that the company will obtain ownership by the end of the lease term.

The estimated useful lives for main categories of property, plant and equipments are:

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----- Start of picture text -----

Category Useful life
Building 30 to 60 years
Plant and Machinery 15 to 25 years
Electrical installation and Fittings 10 years
Dies, Jigs & Fixtures 10 to 15 years
Furniture and Fixtures 8 to 15 years
Office Equipments 3 to 5 years
Vehicles 8 to 10 years
----- End of picture text -----

2.10 Intangible assets

Recognition and measurement

Intangible assets are recognised when the asset is identifiable, is within the control of the company, it is probable that the future economic benefits that are attributable to the asset will flow to the company and cost of the asset can be reliably measured.

Expenditure on research activities is recognised in the statement of profit and loss as incurred. Development expenditure is capitalised only if the expenditure can be measured reliably, the product or process is technically and commercially

Amortisation is calculated over the cost of the asset, or other amount substituted for cost, less its residual value. Amortisation is recognised in statement of profit and loss on a straight-line basis over the estimated useful lives of intangible assets from the date that they are available for use, since this most closely reflects the expected pattern of consumption of the future economic benefits embodied in the asset.

The estimated useful lives are as follows:

Asset Useful life Useful life
Software 4 Years

2.11 Investment property

Property that is held for long-term rental yields or for capital appreciation or both, and that is not occupied by the company, is classified as investment property.

Investment property is measured at cost less accumulated depreciation.

2.12 Impairment of tangible and intangible assets

Property, plant and equipment and intangible assets with finite life are evaluated for recoverability whenever there is any indication that their carrying amounts may not be recoverable. If any such indication exists, the recoverable amount (i.e. higher of the fair value less cost to sell and the value in-use) is determined on an individual asset basis unless the asset does not generate cash flows that are largely independent of those from other assets. In such cases, the recoverable amount is determined for the cash generating unit (CGU) to which the asset belongs.

If the recoverable amount of an asset (or CGU) is estimated to be less than its carrying amount, the carrying amount of the asset (or CGU) is reduced to its recoverable amount. An impairment loss is recognised in the statement of profit and loss.

An impairment loss in respect of goodwill is not reversed. For other assets, an impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised.

2.13 Foreign currency transactions and balances

Transactions in foreign currency are recorded at exchange rates prevailing at the date of transactions. Exchange differences arising on foreign exchange transactions settled during the year are recognised in the statement of profit and loss of the year.

Monetary assets and liabilities denominated in foreign currencies which are outstanding, as at the reporting period are translated at the closing exchange rates and the resultant exchange differences are recognised in the statement of profit and loss.

Non-monetary assets and liabilities denominated in foreign currencies that are measured in terms of historical cost are translated using the exchange rate at the date of the transaction.

2.14 Employee benefits

Short-term employee benefits

Employee benefits payable wholly within twelve months of rendering the service are classified as short-term employee benefits and are recognised in the period in which the employee renders the related service. A liability is recognised for the amount expected to be paid when there is a present legal or constructive obligation to pay this amount as a result of past service provided by the employee and the obligation can be estimated reliably.

178 | Kinetic Engineering Limited

Annual Report 2024-25 | 179

Corporate Overview Statutory Reports Financial Statements

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Notes to Consolidated Financial Statements for the year ended March. 31, 2025

Defined contribution plans

Contributions to defined contribution plans are recognised as expense when employees have rendered services entitling them to such benefits.

Defined benefit plans

The employees’ gratuity scheme is a defined benefit plan. The present value of the obligation under such defined benefit plans is determined based on actuarial valuation using the projected unit credit method, which recognises each period of service as giving rise to additional unit of employee benefit entitlement and measures each unit separately to build up the final obligation.

The obligation is measured at the present value of the estimated future cash flows. The discount rates used for determining the present value of the obligation under defined benefit plans, is based on the market yields on government securities as at the reporting date, having maturity periods approximating to the terms of related obligations.

Remeasurements, comprising of actuarial gains and losses, the effect of the asset ceiling, excluding amounts included in net interest on the net defined benefit liability and the return on plan assets (excluding amounts included in net interest on the net defined benefit liability), are recognised immediately in the balance sheet with a corresponding debit or credit to retained earnings through other comprehensive income (OCI) in the period in which they occur. Remeasurements are not reclassified to the statement of profit and loss in subsequent periods.

In case of funded plans, the fair value of the plan’s assets is reduced from the gross obligation under the defined benefit plans, to recognise the obligation on net basis.

When the benefits of the plan are changed or when a plan is curtailed, the resulting change in benefits that relates to past service or the gain or loss on curtailment is recognised immediately in the statement of profit and loss. Net interest is calculated by applying the discount rate to the net defined benefit liability or asset. The company recognises gains/ losses on settlement of a defined plan when the settlement occurs.

Compensated absences

The liabilities for earned leave are not expected to be settled wholly within twelve months after the end of the reporting period in which the employees render the related service. They are therefore measured as the present value of expected future payments to be made in respect of services provided by employees up to the end of the reporting period using the projected unit credit method as determined by actuarial valuation. The benefits are discounted using the market yields at the end of the reporting period that have terms approximating the terms of the related obligation. Remeasurements as a result of experience adjustments and change in actuarial assumptions are recognised in the statement of profit and loss. The obligations are presented as current liabilities in the balance sheet if the entity does not have an unconditional right to defer settlement for at least twelve months after the reporting period, regardless of when the actual settlement is expected to occur.

Termination benefits

Termination benefits are expensed at the earlier of when the company can no longer withdraw the offer of those benefits and when the company recognises costs for a restructuring. If benefits are not expected to be settled wholly within 12 months of the reporting date, then they are discounted.

2.15 Leases

The determination of whether an arrangement is (or contains) a lease is based on the substance of the arrangement at the inception of the lease. The arrangement is, or contains, a lease if fulfilment of the arrangement is dependent on the use of a specific asset or assets and the arrangement conveys a right to use the asset or assets, even if that right is not explicitly specified in an arrangement.

Company as a lessee

A lease is classified at the inception date as a finance lease or an operating lease. A lease that transfers substantially all the risks and rewards incidental to ownership to the company is classified as a finance lease.

Finance leases are capitalised at the commencement of the lease at the inception date fair value of the leased asset or, if lower, at the present value of the minimum lease payments. Lease payments are apportioned between finance charges and reduction of the lease liability to achieve a constant rate of interest on the remaining balance of the liability. Finance charges are recognised in finance costs in the statement of profit and loss.

Notes to Consolidated Financial Statements for the year ended March. 31, 2025

A leased asset is depreciated over the useful life of the asset. However, if there is no reasonable certainty that the company will obtain ownership by the end of the lease term, the asset is depreciated over the shorter of the estimated useful life of the asset and the lease term.

Operating lease payments are recognised as an expense in the statement of profit and loss on a straight-line basis over the lease term unless the payments to the lessor are structured to increase in line with expected general inflation to compensate for the lessor’s expected inflationary cost increases or another systematic basis is available.

Company as lessor

Leases in which the company does not transfer substantially all the risks and rewards of ownership of an asset are classified as operating leases. Rental income from operating lease is recognised on a straight-line basis over the term of the relevant lease unless the payments to the lessor are structured to increase in line with expected general inflation to compensate for the lessor’s expected inflationary cost increases or another systematic basis is available. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognised over the lease term on the same basis as rental income. Contingent rents are recognised as revenue in the period in which they are earned.

Leases are classified as finance leases when substantially all of the risks and rewards of ownership transfer from the company to the lessee. Amounts due from lessees under finance leases are recorded as receivables at the company’s net investment in the leases. Finance lease income is allocated to accounting periods to reflect a constant periodic rate of return on the net investment outstanding in respect of the lease.

2.16 Borrowing costs

Borrowing costs consist of interest and other costs that an entity incurs in connection with the borrowing of funds. Borrowing cost also includes exchange differences to the extent regarded as an adjustment to the borrowing costs.

Borrowing costs directly attributable to the acquisition, construction or production of a qualifying asset that necessarily takes a substantial period of time to get ready for its intended use or sale are capitalised during the period of time that is required to complete and prepare the asset for its intended use or sale. All other borrowing costs are expensed in the period in which they are incurred.

2.17 Income tax

Income tax expense comprises current and deferred tax. It is recognised in the statement of profit and loss except to the extent that it relates to a business combination, or items recognised directly in equity or in OCI.

Current tax

Current tax assets and liabilities are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted, at the reporting date in the country where the company operates and generates taxable income. Current tax assets and liabilities are offset only if there is a legally enforceable right to set it off the recognised amounts and it is intended to realise the asset and settle the liability on a net basis or simultaneously.

Minimum Alternate Tax (MAT) paid in a year is charged to the statement of profit and loss as current tax. The company recognises MAT credit available as an asset only to the extent that there is convincing evidence that the company will pay normal income tax during the specified period, i.e., the period for which MAT credit is allowed to be carried forward. The company reviews the ‘MAT credit entitlement’ asset at each reporting date and writes down the asset to the extent the company does not have convincing evidence that it will pay normal tax during the specified period.

Deferred tax

Deferred tax is provided using the balance sheet method on temporary differences between the tax base of assets and liabilities and their carrying amounts for financial reporting purposes at the reporting date.

Deferred tax liabilities are recognised for all taxable temporary differences, except:

When the deferred tax liability arises from the initial recognition of goodwill or an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss;

Taxable temporary differences arising on the initial recognition of goodwill.

180 | Kinetic Engineering Limited

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Corporate Overview Statutory Reports Financial Statements

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Notes to Consolidated Financial Statements for the year ended March. 31, 2025

Deferred tax assets are recognised for all deductible temporary differences, the carry forward of unused tax credits and any unused tax losses. Deferred tax assets are recognised to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, and the carry forward of unused tax credits and unused tax losses can be utilised, except:

When the deferred tax asset relating to the deductible temporary difference arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss.

The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilised. Unrecognised deferred tax assets are re-assessed at each reporting date and are recognised to the extent that it has become probable that future taxable profits will allow the deferred tax asset to be recovered.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the reporting date.

Deferred tax assets and deferred tax liabilities are offset if a legally enforceable right exists to set off current tax assets against current tax liabilities and the deferred taxes relate to the same taxable entity and the same taxation authority.

Deferred tax relating to items recognised outside profit or loss is recognised outside profit or loss. Deferred tax items are recognised in correlation to the underlying transaction either in OCI or directly in equity.

2.18 Financial instruments

Financial assets and liabilities are recognised when the company becomes a party to the contractual provisions of the instrument. Financial assets and liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value measured on initial recognition of financial asset or financial liability.

The Company derecognises a financial asset only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another entity. The Company derecognises financial liabilities when, and only when, the Company’s obligations are discharged, cancelled or have expired.

Cash and cash equivalents

The Company considers all highly liquid financial instruments, which are readily convertible into known amounts of cash that are subject to an insignificant risk of change in value and having original maturities of three months or less from the date of purchase, to be cash equivalents. Cash and cash equivalents consist of balances with banks which are unrestricted for withdrawal and usage.

Financial assets at amortised cost

Financial assets are subsequently measured at amortised cost if these financial assets are held within a business whose objective is to hold these assets in order to collect contractual cash flows and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

Financial assets at fair value through other comprehensive income

Financial assets are measured at fair value through other comprehensive income if these financial assets are held within a business whose objective is achieved by both collecting contractual cash flows on specified dates that are solely payments of principal and interest on the principal amount outstanding and selling financial assets.

Financial assets at fair value through profit or loss

Financial assets are measured at fair value through profit or loss unless they are measured at amortised cost or at fair value through other comprehensive income on initial recognition. The transaction costs directly attributable to the acquisition of financial assets and liabilities at fair value through profit or loss are immediately recognised in statement of profit and loss.

Notes to Consolidated Financial Statements for the year ended March. 31, 2025

Financial liabilities

Financial liabilities are measured at amortised cost using the effective interest method.

Equity instruments

An equity instrument is a contract that evidences residual interest in the assets of the company after deducting all of its liabilities. Equity instruments issued by the Company are recognised at the proceeds received net of direct issue cost.

Offsetting of financial instruments

Financial assets and financial liabilities are offset and the net amount is reported in the balance sheet if there is a currently enforceable legal right to offset the recognised amounts and there is an intention to settle on a net basis, to realise the assets and settle the liabilities simultaneously.

Impairment of financial assets

The company applies expected credit loss (ECL) model for measurement and recognition of impairment loss on the assets carried at amortised cost and FVTOCI debt instruments. The impairment methodology applied depends on whether there has been a significant increase in credit risk. Note 35 details how the company determines whether there has been a significant increase in credit risk.

For trade receivables only, the company applies the simplified approach permitted by ‘Ind AS 109 - Financial instruments’, which requires expected lifetime losses to be recognised from initial recognition of the receivables.

2.19 Fair value measurement

For the purpose of fair value disclosures, the Company has determined classes of assets and liabilities based on the nature, characteristics and risks of the asset or liability and the level of the fair value hierarchy as;

Level 1 - Quoted (unadjusted) market prices in active markets for identical assets or liabilities.

Level 2 - Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable.

Level 3 - Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable.

The company uses valuation techniques that are appropriate in the circumstances and for which sufficient data is available to measure fair value, maximizing the use of relevant observable inputs and minimizing the use of unobservable inputs.

2.20 Provisions and contingencies

A provision is recognised when the company has a present obligation as a result of past event and it is probable that an outflow of resources will be required to settle the obligation, in respect of which a reliable estimate can be made. These are reviewed at each balance sheet date and adjusted to reflect the current best estimates.

Contingent liabilities are disclosed when there is a possible obligation arising from past events, the existence of which will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Company or a present obligation that arises from past events where it is either not probable that an outflow of resources will be required to settle the obligation or a reliable estimate of the amount cannot be made. Contingent assets are neither recognised nor disclosed in the financial statements.

2.21 Earnings per share (EPS)

Basic earnings per share is computed by dividing profit or loss attributable to equity shareholders of the Company by the weighted average number of equity shares outstanding during the year.

2.22 Cash dividend to equity holders

The company recognises a liability to make cash distributions to equity holders when the distribution is authorised and the distribution is no longer at the discretion of the company. As per the corporate laws in India, a distribution is authorised when it is approved by the shareholders. A corresponding amount is recognised directly in equity.

182 | Kinetic Engineering Limited

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Corporate Overview Statutory Reports Financial Statements

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Notes to Consolidated Financial Statements for the year ended March. 31, 2025

2.23 Government grant

Government grants are recognised at their fair value when there is a reasonable assurance that the grant will be received and company will comply with all attached conditions.

Government grants relating to income are deferred and recognised in the statement of profit and loss over the period necessary to match them with costs that they are intended to compensate and presented within other income.

Government grants relating to purchase of property, plant and equipment are initially recognised as deferred income at fair value and subsequently recognised in the statement of profit and loss on a systematic basis over the useful life of the asset.

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in Lakhs H Balance stAs At 31 Mar 2025 25,609.27 1,016.10 940.88 25,684.49 19,241.90 - 668.77 - 58.70 - 19,851.97 5,832.53 6,367.37
In-tangible Technical Know-how 644.45 26.46 - 670.91 624.11 7.66 - 631.77 39.14 20.34
Vehicles 110.61 12.70 - 123.31 66.18 5.48 - 71.66 51.65 44.43
Factory Equipments 60.70 60.70 - 0.11 0.11 60.59 -
OfficeEquipment 17.72 8.03 - 25.75 11.22 1.49 - 12.71 13.04 6.50
Computers 640.59 35.80 - 676.39 586.14 23.71 - 609.84 66.54 54.45
Road - 83.51 83.51 - 5.65 5.65 77.86 -
Furniture Fixture 434.03 29.41 463.44 399.95 9.18 - 409.13 54.30 34.07
- - -
Tangible
Dies, Jigs & Fixtures 2,112.65 362.67 2,475.31 1,352.04 84.79 1,436.83 1,038.48 760.61
Electrical Installation & Fittings 266.66 21.32 287.98 205.33 7.15 - 212.48 75.50 61.33
Plant & Machinery 16,292.72 357.51 - 16,650.23 12,983.38 515.66 - - 13,499.05 3,151.19 3,309.34
Buildings 3,116.05 18.00 85.88 3,048.17 3,010.54 6.27 58.70 - 2,958.11 90.06 105.51
Free- hold Land 1,894.73 - 855.00 1,039.73 - - - 1,039.73 1,894.73
Lease- hold Land ** 79.06 - - 79.06 3.00 1.62 - 4.62 74.44 76.06
st
March 2025
st st st
March, 2025 March, 2024
April, 2024 st st
st
OWNED ASSETS As At 1 Additions Business Acquisition Deductions As At 31 Depreciation / Amortisation: Upto 31 For The April 2024 to March 2025 Depreciation Business Acquisition Deductions Transfer to General Reserve Tot Dep/Amort Upto 31 March 2025 Net Block As At 31 March 2025 Net Block As At 31 March 2024
April 2024 to 31
Note 3 : Fixed Assets st1 Particulars (1) GROSS BLOCK : ** Amortisation Charges For The Year Are In Respect Of Leasehold Land And Technical Know-how.
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184 | Kinetic Engineering Limited

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Corporate Overview Statutory Reports Financial Statements

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in Lakhs Balance stAs At 31 Mar 2025 4.07 - - 4.07 4.06 - - 4.06 0.01 0.01 5,832.53 6,367.37
H
In-tangible Technical Know-how - - - - - - - - - - 39.14 20.34
Vehicles - - - - - - - - - - 51.65 44.43
Factory Equipments 60.59 -
OfficeEquipment - - - - - - - - - - 13.04 6.50
Computers - - - - - - - - - - 66.54 54.45
Road 77.86 -
Furniture Fixture - - - - - - - - - - 54.30 34.07
- - - - - - - - - -
Tangible
Dies, Jigs & Fixtures 1,038.48 760.61
Electrical Installation & Fittings - - - - - - - - - - 75.50 61.33
Plant & Machinery 4.07 - - 4.07 4.06 - - 4.06 0.01 0.01 3,151.20 3,309.35
Buildings - - - - - - - - - - 90.06 105.51
Free- hold Land - - - - - - - - - - 1,039.73 1,894.73
- - - - - - - - - - 441
2,021 2,169
Lease- hold Land ** 74.44 76.06 In Lakhs H
(Contd.)
March 2025
st
March, 2025 March, 2024
April, 2024 st st
st
March 2025 March 2025 March 2024 March 2025 March 2024
st st st st st
LEASED ASSETS As At 1 Additions Deductions As At 31 Depreciation / Amortisation Upto 31 For The April 2024 to March 2025 Deductions Tot Dep/Amort Upto 31 Net Block As At 31 Net Block As At 31 Net Block As At 31 Net Block As At 31 Building Lease hold land
April 2024 to 31
Note 3 : Fixed Assets st1 Particulars (2) GROSS BLOCK : Gross block includes revaluation of assets made in terms of scheme of Arrangement approved by ‘Bombay High court as under a) Free Hold Land c) c) Note: Refer note no. 2.9 of Significant accounting policies.
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Notes to Consolidated Financial Statements for the year ended March. 31, 2025

Note 4: Investments

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4 (a) Non-current investments H in Lakhs
Particulars March 31, 2025 March 31, 2024
Investment in Equity instruments (fully paid-up)
Equity instruments at FVTOCI
Unquoted
Kinetic Communications Limited 16.24 13.65
Kinetic Escalator and Elevator Limited 108.63 97.22
Total (equity instruments) 124.87 110.86
Equity instruments at FVTPL
Investment in preference shares (fully paid-up)
Preference instruments at FVTPL
Unquoted
Kinetic Green Energy and Power Solutions Ltd. 257.71 371.47
Total (preference shares) 257.71 371.47
Investment in Shares (classified as FVTOCI)
Daewoo Motors (India) Limited (Formerly DCM Toyota Ltd.) 0.01 0.01
Eicher Limited 0.03 0.03
Escorts Limited 1.63 1.39
Hindustan Motors Limited 0.04 0.03
LML Limited 0.00 0.00
Majestic Auto Limited 0.28 0.28
Hero Motocorp Limited (Formerly Hero Motors Limited) 0.04 0.05
The Premier Automobiles Limited 0.00 0.00
Saraswat Co-operative Bank Limited 0.25 0.25
Yes Bank Limited 0.00 0.00
Total (Shares) 2.29 2.05
Investment in Government Securities (classified as FVTPL)
7 Years National Savings Certificates 0.24 0.24
Total (Investment in Securities) 0.24 0.24
Investment in Mutual Fund (classified as OCI)
Investment in SBI Mutual Fund - 401.62
Total Investment in Mutual Fund
Total Non-current investments 385.10 886.22
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H in Lakhs

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Particulars Book Value Market Value
As at 31 [st] March As at 31 [st] March
2025 2024 2025 2024
1. Unquoted 382.83 884.20 NA NA
2. Quoted 0.77 0.77 2.29 2.05
Total 383.59 884.96 2.29 2.05
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186 | Kinetic Engineering Limited

Annual Report 2024-25 | 187

Corporate Overview Statutory Reports Financial Statements

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Notes to Consolidated Financial Statements for the year ended March. 31, 2025

Note - 5 : Other Non Current Financial Asset

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H in Lakhs
Particulars March 31, 2025 March 31, 2024
(a) Security Deposits
Unsecured, considered good 79.32 96.69
Doubtful -
79.32 96.69
Less: Provision for doubtful deposits -
79.32 96.69
(b) Other Loans and advances
(i) Others Loans
Loans Receivables considered good - Unsecured 38.84 23.37
-
38.84 23.37
Less: Allowance for bad & doubtful loans - -
38.84 23.37
(ii) Bills Receivable (Refer Note-40 for details) 206.65 206.65
Total 324.81 326.71
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No loans are due by directors or other officers of the company either severally or jointly with any other person, nor any loan amounts due by firms or private companies respectively in which any director is a partner or a director or a member.

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Note - 6: Deferred tax assets (Net) H in Lakhs
Particulars March 31, 2025 March 31, 2024
Deferred tax liability
(i) On accumulated depreciation 461.84 461.84
(ii) On other timing differences -
Deferred tax liability (A) 461.84 461.84
Deferred tax assets
(i) On disallowance under Section 43B & 40A of Income Tax Act,1961 461.84 461.84
(ii) On provision for doubtful debts -
(iii) On carried forward loss under Income Tax Act,1961 -
Deferred tax assets (B) 461.84 461.84
Note - 7: Other Non Current Assets H in Lakhs
Particulars March 31, 2025 March 31, 2024
(a) Capital Advances
Unsecured, considered good 38.14 45.08
Doubtful -
38.14 45.08
Less: Provision for doubtful advances - -
38.14 45.08
(b) Advances other than capital advances
Other advances 22.18 27.93
Total 60.33 73.01
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Notes to Consolidated Financial Statements for the year ended March. 31, 2025

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Note - 8: Inventories H in Lakhs
March 31, 2025 March 31, 2024
(i) Raw Materials 598.00 611.32
(ii) Work-in-progress 3,225.66 3,131.13
(iii) Finished goods - -
(iv) Stores and spares 1,584.89 1,359.95
Total 5,408.55 5,102.40
Note : Refer note 2.8 under significant accounting policies
Note - 9: Trade Receivables H in Lakhs
Particulars March 31, 2025 March 31, 2024
(i) Trade Receivables considered good – Unsecured; 3,774.75 3,169.18
3,774.75 3,169.18
Less Allowance for doubtful debts (14.76) (14.76)
Total 3,759.99 3,154.42
No trade receivables are due from directors or other officers of the company either severally or jointly with any other person,
nor any trade receivables are due by firms or private companies respectively in which any director is a partner or a member.
Aging Schedule as on 31 [st] March, 2025 H in Lakhs
Particulars Less than 6 Months- 1-2 years 2-3 years More than Total
6 Months 1 Year 3 years
Undisputed Trade receivables – considered 3485.19 20.27 62.91 77.86 113.76 3759.99
good
Undisputed Trade receivables – considered - - - - - -
doubtful
Disputed Trade Receivables – considered good - - - - - -
Disputed Trade Receivables – considered - - - - - -
doubtful
Aging Schedule as on 31 [st] March, 2024 H in Lakhs
Particulars Less than 6 Months- 1-2 years 2-3 years More than Total
6 Months 1 Year 3 years
Undisputed Trade receivables – considered 2908.00 47.04 84.83 8.21 106.33 3154.42
good
Undisputed Trade receivables – considered - - - - - -
doubtful
Disputed Trade Receivables – considered good - - - - - -
Disputed Trade Receivables – considered - - - - - -
doubtful
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No trade receivables are due from directors or other officers of the company either severally or jointly with any other person, nor any trade receivables are due by firms or private companies respectively in which any director is a partner or a member.

Note - 10 : Cash and cash equivalents

Note - 10 : Cash and cash equivalents Hin Lakhs
Particulars March 31, 2025 March 31, 2024
(i)
Balance with Banks
(ii) Cash on hand
(iii) Others
Fixed deposits
Total
1,733.70
0.10
1,991.87
3,725.67
66.15
0.21
856.00
922.36

188 | Kinetic Engineering Limited

Annual Report 2024-25 | 189

Corporate Overview Statutory Reports Financial Statements

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Notes to Consolidated Financial Statements for the year ended March. 31, 2025

Note - 11: Other Bank Balances

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Note - 11: Other Bank Balances H in Lakhs
Particulars March 31, 2025 March 31, 2024
(i) Fixed deposits 53.83 45.17
Total 53.83 45.17
Note - 12 : Current Loans H in Lakhs
Particulars March 31, 2025 March 31, 2024
(i) Others
Deposits with Govt. authorities 3.65 3.65
-
3.65 3.65
Less Allowance for bad and doubtful loans -
Total 3.65 3.65
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No loans are due by directors or other officers of the company either severally or jointly with any other person, nor any loan amounts due by firms or private companies respectively in which any director is a partner or a director or a member.

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Note - 13: Other Current Financial Assets H in Lakhs
Particulars March 31, 2025 March 31, 2024
(i) Interest Accrued on Investments & Deposits 1.29 2.75
(ii) Receivable of Sale of Undertaking -
Total 1.29 2.75
Note - 14 : Current Tax Assets(Net) H in Lakhs
Particulars March 31, 2025 March 31, 2024
(i) Advance Income tax net of provision 165.10 61.99
Total 165.10 61.99
Note - 15: Other current assets H in Lakhs
Particulars March 31, 2025 March 31, 2024
(i) Advances to suppliers and others
Unsecured, considered good 96.26 175.96
Doubtful - -
(ii) Others 271.44
367.70 175.96
Less Provision for doubtful advances - -
Total 367.70 175.96
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Note-16: Share Capital

A. Authorised Share Capital

(i) Equity Share Capital
Particulars Number HIn Lakhs
Authorised shares as at April 01, 2024 5,30,13,932 5,301.39
Increase/(decrease) duringtheyear - -
Total shares authorised as at March 31, 2025 5,30,13,932 5,301.39
Increase/(decrease) duringtheyear - -
Total authorised Equity share capital as at 31 March, 2025 5,30,13,932 5,301.39

Notes to Consolidated Financial Statements for the year ended March. 31, 2025

Note-16: Share Capital (Contd.)

  • (ii) Preference Share Capital

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Particulars Number H In Lakhs
Authorised shares as at April 01, 2024 12,48,08,399 14,289.43
Increase/(decrease) during the year - -
Total shares authorised as at March 31, 2025 12,48,08,399 14,289.43
Increase/(decrease) during the year - -
Total authorised Preference share capital as at 31 March 2025 12,48,08,399 14,289.43
Total authorised Share capital as at 31 March 2025 17,78,22,331 19,590.83
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B. Issued, Subscribed & fully Paid Up Share Capital

  • (i) Equity Share Capital

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Particulars Number H In Lakhs
Balance as at April 01, 2023 1,98,76,521 1,987.65
Changes during the period 22,85,000 228.50
Balance as at March 2024 2,21,61,521 2,216.15
Changes during the period 12,49,591 124.96
Balance as at March 31, 2025 2,34,11,112 2,341.11
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C. Details of equity shareholders holding more than 5% shares

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Name of shareholder March 31 ,2025 March 31, 2024
No. of Shares % of Holding No. of Shares % of Holding
Jayashree A. Firodia 39,25,222 16.77% 39,25,222 17.71%
Microage Instruments pvt ltd. 55,22,993 23.59% 55,22,993 24.92%
Ashoka Investment Holdings Limited 13,30,935 5.69% 17,50,452 7.90%
Ajinkya Arun Firodia 26,42,624 11.29% 26,42,624 11.92%
Jayashree Firodia Trust 17,05,058 7.28% 10,28,267 4.64%
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D. Terms/rights attached to equity shares

  • 1 The company has only one class of equity shares, having par value of H 10 per share. Each holder of equity share is entitled for one vote per share and has a right to receive dividend, as recommended by the board of directors subject to the necessary approval from the shareholders. In the event of liquidation of the company, the holders of equity shares will be entitled to receive remaining assets of the company after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

  • 2 80,000 optionally convertible cumulative preference shares of H 120 each allotted to Jayashree firodia trust have been converted into 80,000 equity shares of H 10 each as on 21[st] January 2025.

E. Disclosure of Shareholding of Promoters as under:

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Shares held by promoters at the end of the year % Change during the
Sr. Promoter name % of total No. of No. of year with reference
No shares as on Shares as on Shares as on to shares held at
31.03.2025 31.03.2025 31.03.2024 the beginning of the
year.
1 Jayashree Arun Firodia 16.77 39,25,222 39,25,222 -
2 Ajinkya Arun Firodia 11.29 26,42,624 26,42,624 -
3 Arun Hastimal Firodia 0.14 32,963 32,963 -
4 Sulajja Firodia Motwani 0 616 616 -
5 Jayashree Firodia Trust 7.28 17,05,058 10,28,267 65.82%
6 Arun Firodia Trust 2.45 5,72,800 - 100.00%
7 Micro Age Instruments Pvt Ltd 23.59 55,22,993 55,22,993 -
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190 | Kinetic Engineering Limited

Annual Report 2024-25 | 191

Corporate Overview Statutory Reports Financial Statements

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Notes to Consolidated Financial Statements for the year ended March. 31, 2025

Note-16: Share Capital (Contd.)

F. Allotments of Warrants

During the year the company issued 1,03,56,725 convertible warrants at H 171 per warrant, convertible into 1,03,56,725 equity shares of H 10 each at a premium of H 161 per share amounting to H 17710 Lakhs. Out of these 97,56,725 convertible warrants were allotted by the Company and balance 6,00,000 warrants were lapsed.

Out of allotted warrants, 11,69,591 warrants have been converted into equity shares by allottees.

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Name of the Investors No. of convertible Date of
warrants allotted Allotment
Jayashree Firodia Trust 41,70,057 27-03-2025
Arun Firodia Trust 38,22,800 27-03-2025
Arun Hastimal Firodia 13,63,868 27-03-2025
Transaction Square LLP 2,00,000 09-04-2025
Sai Geeta Penumetsa 2,00,000 09-04-2025
Total 97,56,725
The name of the allottees of Equity Shares pursuant to Conversion of Warrants
Name of Allottees No.of equity shares allotted
Jayashree Firodia Trust 5,96,791
Arun Firodia Trust 5,72,800
Total 11,69,591
Utilisation Plan :-
Sr Item head Original Amounts Revised Amounts in H
no. (as per the Offer Lakhs
Document) in H Lakhs
1 Redemption of Preference Shares 1,964 1,964
2 Payment of Overdue Liabilities 536 536
3 Investment in Subsidiary Company 12,000 12,000
4 Capex including Solar Project 1,200 1,200
5 Working Capital Requirements 1,010 800
6 General Corporate Purpose 1,000 184
Total 17,710 16,684
Actual money received upto 31 [st] march 2025 and Utilisation thereof
Actual money received upto 31 [st] march 2025 : - H 5671 Lakhs
Sr Utilisation Amount in Lakhs.
no.
1 Redemption of Preference Shares 1,964
2 Payment of Overdue Liabilities 482
3 Unutilized proceeds 3,225
Total 5,671
Deployment of unutilized proceeds
Sr Deployment Amount in Lakhs.
no.
1 FD with saraswat bank 1,500
2 Dedicated Monitoring Account 1,555
3 Dedicated Allotment Account 171
Total 3,225
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Notes to Consolidated Financial Statements for the year ended March. 31, 2025

Note 17: Other Equity

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Note 17: Other Equity H in Lakhs
Particulars March 31, 2025 March 31, 2024
A. Preference Share Capital
a) 1,02,000 Optionally Convertible Cumulative Preference Shares of - 159.12
H 156/- each
b) 3,20,500 Redeemable Cumulative Preference Shares of H 156/- each. - 499.98
c) 8,30,154 Optionally Convertible Cumulative Preference Shares of - 539.60
H 65/- each
d) 11,76,650 8.5% New Optionally Convertible Cumulative Preference - 764.82
Shares of H 65/- each
e) 80,000 Optionally Convertiable Cumulative Preferences Shares of - 96.00
H 120 each
Total - 2,059.52
Note : The company has redeemed preference shares of H 1963.52 Lakhs
using the proceeds from warrants.
B. Capital Reserves
Opening Balance 3,535.19 3,535.19
(+)/(-) Transfer - -
Closing Balance 3,535.19 3,535.19
C. Securities Premium Account
Opening Balance 13,320.57 10,807.07
(+)/(-) Transfer 1,971.04 2,513.50
Closing Balance 15,291.61 13,320.57
D. General Reserve
Opening balance 8,669.25 8,669.25
(+)/(-) Transfer 0.46 -
Closing Balance 8,669.70 8,669.25
E. Special Reserve
Opening balance 0.46 0.46
(+)/(-) Transfer (0.46) -
Closing Balance - 0.46
F. Warrant Application Money
Opening balance - -
(+)/(-) Transfer 171.00 -
Closing Balance 171.00 -
G. Share Warrant Account
Opening balance - -
(+)/(-) Transfer 3,500.00 -
Closing Balance 3,500.00 -
H. Surplus
Opening balance (23,821.50) (24,090.92)
(+) Ind AS Retained Earnings Promoters Loan Repaid (227.89)
Other Comprehensive Income - -
(+) Net Profit / (Net Loss) for the current year 673.33 521.51
(+) Fair Value revaluation balance of Investment sold - 15.93
(+)Re-measurement of net defined benefit plan KEL (19.05) (20.15)
(+) Profit Share in KWVL (31.28) (19.99)
Closing Balance (23,198.51) (23,821.50)
- -
Total (A+B+C+D+E+F+G+H) 7,969.00 3,763.50
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192 | Kinetic Engineering Limited

Annual Report 2024-25 | 193

Corporate Overview Statutory Reports Financial Statements

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Notes to Consolidated Financial Statements for the year ended March. 31, 2025

Note 17: Other Equity

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Note 17: Other Equity (Contd.) H in Lakhs
Particulars March 31, 2025 March 31, 2024
(I) Non- Controlling Interest
38.37% in Kinectic Watts & Volt Ltd ( 24.35 % for FY 2023-24)
Equity Share Capital 1,451.60 451.60
(+) Net Profit / (Net Loss) for the earlier period (6.43) (1.06)
(+) Net Profit / (Net Loss) for the current period KWL (19.47) (5.38)
1,425.70 445.17
Note - 18: Non Current Borrowings H in Lakhs
Particulars March 31, 2025 March 31, 2024
(a) Term Loans
i) From Banks - Secured 4,062.85 2,509.26
ii) From other parties
Unsecured
(a) Loans from related parties 50.00 50.00
(b) Term Loans from Others 258.59 350.20
Total 4,371.43 2,909.46
Term Loans are secured by hypothecation, by way of exclusive first charge on specific asset, being movable properties,
secured as a continuing security for the repayment of Term loans together with interest. The term loans are repayable over a
period upto ten years, including moratorium.
Note -19: Non Current Provisions H in Lakhs
Particulars March 31, 2025 March 31, 2024
Provision for employee benefits :
(a) Gratuity 147.48 165.81
(b) Leave Encashment 29.74 32.20
Total 177.22 198.01
Note -20: Other Non Current Liabilities H in Lakhs
Particulars March 31, 2025 March 31, 2024
(a) Others
(i) Remeasurement of Long Term Liabilities - 33.20
(ii) Payable to Related Party 493.47
- 526.68
Note - 21: Current Borrowings H in Lakhs
Particulars March 31, 2025 March 31, 2024
Loans repayable on demand
Secured
(a) Cash Credit Facility from Banks 1,463.15 420.97
Other Loans
Unsecured
(a) Overdraft Facility from Banks -0.03
(b) Short Term Loan From Bank 200.82 0.00
Total 1,663.97 420.94
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Term Loans are secured by hypothecation, by way of exclusive first charge on specific asset, being movable properties, secured as a continuing security for the repayment of Term loans together with interest. The term loans are repayable over a period upto ten years, including moratorium.

Notes to Consolidated Financial Statements for the year ended March. 31, 2025

Note - 22: Trade payables

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Note - 22: Trade payables H in Lakhs
Particulars March 31, 2025 March 31, 2024
Unsecured :
(a) Trade payables 4,265.92 4,216.44
Total 4,265.92 4,216.44
Aging Schedule as on 31 [st] March, 2025 H in Lakhs
Particulars Less than 6 months 1 - 2 years 2 -3 years More than Total
6 months - 1 year 3 years
Micro,Small & Medium Enterprises 152.72 63.00 11.13 - - 226.85
Creditors other than MSME 3524.14 408.05 106.87 - - 4,039.06
Aging Schedule as on 31 [st] March, 2024 H in Lakhs
Particulars Less than 6 months 1 - 2 years 2 -3 years More than Total
6 months - 1 year 3 years
Micro,Small & Medium Enterprises 399.80 29.24 1.20 - - 430.24
Creditors other than MSME 3164.38 348.35 273.47 - - 3,786.20
Note - 23: Other Current Financial Liabilities H in Lakhs
Particulars March 31, 2025 March 31, 2024
(a) Current maturities of long-term debt 107.35 413.71
(b) Interest accrued and due on borrowings -
(c) Interest accrued but not due on borrowings 4.52 5.77
(d) Other payables -
(i) Premium payable on Redemption of Debentures - 35.20
(ii) Capital Creditors -
(iii) Other Liabilities 251.99 248.05
Total 363.86 702.73
Note - 24: Other Current Liabilities H in Lakhs
March 31, 2025 March 31, 2024
(a) Other payables
(i) Advance against Sales 1.03 1.03
(ii) Advance against Sales of Assets 667.13 1,738.64
(iii) Other Liabilities 122.82 115.33
Total 790.98 1,855.00
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Note - 25 : Current Provisions

Note - 25 : Current Provisions
Particulars
Provision for employee benefts :
(a) Gratuity
(b) Leave Encashment
Total
March 31, 2025
261.70
33.45
295.15
Hin Lakhs
March 31, 2024
314.55
25.81
340.36

Cash credit from banks are repayable on demand and are secured by hypothecation of Stock and Debtors and pari-passu second charge on factory land and building at Ahmednagar.

194 | Kinetic Engineering Limited

Annual Report 2024-25 | 195

Corporate Overview Statutory Reports Financial Statements

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Notes to Consolidated Financial Statements for the year ended March. 31, 2025

Note - 25 : Current Provisions (Contd.)

25.1 Employee benefits

a) Defined contribution plans

  • (i) Provident fund

The Company operates plan for its employees to provide employee benefits in the nature of “Provident fund” and “Employee Pension Schemes”. Contributions are made at the rate as prescribed in the regulations. The Company has recognised following amount in the statement of profit and loss:

recognised following amount in the statement of proft and loss:
Particulars
Provident fund
Employees Pension Scheme
Total
March 31, 2025
55.22
65.23
120.46
Hin Lakhs
March 31, 2024
54.13
63.36
117.49

b) Defined benefit plan

(i) Gratuity

In accordance with the Payment of Gratuity Act, 1972, the Company is required to provide post-employment benefit to its employees in the form of gratuity. The Company has maintained a fund with Reliance Nippon Life Insurance Company Limited of India, to meet its gratuity obligations. In accordance with the Standard, the disclosures relating to the Company’s gratuity plan are provided below:

to the Company’s gratuity plan are provided below:
Particulars
Gratuity
Non-current
Current
Total
March 31, 2025
147.48
261.70
409.18
Hin Lakhs
March 31, 2024
165.81
314.55
480.36

The changes in the present value of defined benefit obligation representing reconciliation of opening and closing balances thereof are as follows:


balances thereof are as follows:
Particulars
Present value of obligation as at the beginningof theperiod
Interest cost
Current service cost
Beneftspaid
Remeasurements on obligation - (gain) / loss
Present value of obligation as at the end of theperiod
March 31, 2025
481.16
29.63
16.82
(139.14)
19.32
407.80
Hin Lakhs
March 31, 2024
605.14
37.92
15.98
(199.08)
21.21
481.16

The changes in the fair value of planned assets representing reconciliation of opening and closing balances thereof are as follows:

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H in Lakhs
Particulars March 31, 2025 March 31, 2024
Fair value of plan assets at the beginning of the period 28.48 25.93
Adjustment to opening funds
Interest income 2.05 1.94
Contributions - -
Benefits paid - -
Monthly charges and Taxes (0.38) (0.45)
Transfer In / (Out) - -
Return on plan assets, excluding amount recognized in interest income 0.27 1.06
- gain / (loss)
Fair value of plan assets as at the end of the period 30.42 28.48
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Notes to Consolidated Financial Statements for the year ended March. 31, 2025

Employee benefits (Contd.)

25.1

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Amounts recognised in the balance sheet are as follows: H in Lakhs
Particulars March 31, 2025 March 31, 2024
Present value of obligation as at the end of the period 407.80 481.16
Fair value of plan assets as at the end of the period 30.42 28.47
Surplus / (deficit) (377.38) (452.68)
Amounts recognised in the statement of profit and loss are as follows: H in Lakhs
Particulars March 31, 2025 March 31, 2024
Current service cost 16.82 15.98
Net interest (income) / expense 27.58 35.98
Net periodic benefit cost recognised in the statement of profit and loss 44.40 51.95
Amounts recognised in the statement of other comprehensive income (OCI) are as follows: H in Lakhs
Particulars March 31, 2025 March 31, 2024
Remeasurement for the year - obligation (gain) / loss 19.32 21.21
Remeasurement for the year - plan assets (gain) / loss (0.27) (1.06)
Total remeasurements cost / (credit ) for the year 19.05 20.15
Net interest (income) / expense recognised in statement of profit and loss are as follows: H in Lakhs
Particulars March 31, 2025 March 31, 2024
Interest (income) / expense - obligation 29.63 37.92
Interest (income) / expense - plan assets (2.05) (1.94)
Net interest (income) / expense for the year 27.58 35.98
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Principal actuarial assumptions used in determining gratuity benefit obligations for the Company’s plans are as follows:

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H in Lakhs
Particulars March 31, 2025 March 31, 2024
Discount rate 6.70% 7.20%
Rate of increase in compensation levels 3.00% 3.00%
Expected rate of return on plan assets 7.20% 7.50%
Expected average remaining working lives of employees (in years) 7.51 6.84
Withdrawal rate
Age upto 30 years 10.00% 10.00%
Age 31 - 40 years 10.00% 10.00%
Age 41 - 50 years 10.00% 10.00%
Age above 50 years 10.00% 10.00%
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* It is actuarially calculated term of the liability using probabilities of death,withdrawal and retirement.

A quantitative sensitivity analysis for significant assumptions are shown as follows: Sensitivity analysis indicates the influence of a reasonable change in certain significant assumptions on the outcome of the present value of obligation (PVO) and aids in understanding the uncertainty of reported amounts. Sensitivity analysis is done by varying (increasing/ decreasing) one parameter by 100 basis points (1%) at a time:

a) Impact of change in discount rate when base assumption is decreased / increased by 100 basis point

H in Lakhs

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Discount rate Present value of obligation
March 31, 2025 March 31, 2024
Decrease by 1% 417.31 490.51
Increase by 1% 399.13 472.54
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196 | Kinetic Engineering Limited

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Corporate Overview Statutory Reports Financial Statements

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Notes to Consolidated Financial Statements for the year ended March. 31, 2025

Employee benefits (Contd.)

25.1

  • b) Impact of change in salary increase rate when base assumption is decreased / increased by 100 basis point

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H in Lakhs
Salary increment rate Present value of obligation
March 31, 2025 March 31, 2024
Decrease by 1% 400.86 474.77
Increase by 1% 415.31 488.03
c) Impact of change in withdrawal rate when base assumption is decreased / increased by 100 basis point
H in Lakhs
Withdrawal rate Present value of obligation
March 31, 2025 March 31, 2024
Decrease by 1% 405.94 479.35
Increase by 1% 409.50 482.82
Note - 26: Revenue from operations H in Lakhs
Particulars March 31, 2025 March 31, 2024
(a) Sale of Products 14,119.89 14,292.27
(b) Machining and Processing Receipts 19.51 14.31
(c) Other operating revenue 33.74 10.55
Total 14,173.13 14,317.12
Note - 27: Other income H in Lakhs
Particulars March 31, 2025 March 31, 2024
(a) Interest Income
(i) On Fixed Deposits 17.24 22.22
(ii) From Others 4.26 3.29
(b) Dividend Income from: -
(i) Long Term Investment 7.39 5.94
(ii) Short Term Investment -
(c) 1,028.93 706.12
Profit / (Loss) on sale of Assets
(d) Profit / (Loss) on sale of Investments 16.05 -
(e) Sundry Credit Balances Written Back - 5.46
(f) Excess Provision Written Back -
(g) Amortisation of deferred financial assistance -
(i) From related parties - -
(ii) From others 33.20 33.20
(h) Fair Valuation (Gain)/Loss on Investments 14.25 17.55
(i) Others 159.24 110.15
Total 1,280.56 903.94
Note - 28 : Cost of material consumed H in Lakhs
Particulars March 31, 2025 March 31, 2024
(a) Raw Material Consumed 6,378.33 6,688.97
(b) Stores and Spares Consumed 994.11 1,133.81
(c) Fabrication and Processing Charges 390.35 479.43
(d) Freight, Octroi and Forwarding Charges 78.43 70.27
Total 7,841.22 8,372.47
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Notes to Consolidated Financial Statements for the year ended March. 31, 2025

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H in Lakhs
Note - 29: Changes in inventories of finished goods and work-in-progress
Particulars March 31, 2025 March 31, 2024
Inventory at the end of the year
(a) Finished Goods
(b) Work-In- Progress 3,225.66 3,131.13
Total 3,225.66 3,131.13
Inventory at the beginning of the year
(a) Finished Goods
(b) Work-In- Progress 3,131.13 2,668.51
Total 3,131.13 2,668.51
Increase (-) / decrease (+) in inventories (94.53) (462.62)
H in Lakhs
Note - 30: Employee benefit expenses
Particulars March 31, 2025 March 31, 2024
(a) Salaries & wages 1,945.53 1,833.34
(b) Contributions to provident and other funds 137.81 126.94
(c) Gratuity 44.78 52.40
(d) Staff welfare expenses 112.06 127.91
Total 2,240.17 2,140.59
Note - 31: Finance costs H in Lakhs
Particulars March 31, 2025 March 31, 2024
(a) Interest expense 453.87 512.05
(b) Unwinding of Loans
(i) Related party loans - -
(ii) Other loans 8.38 16.00
(c) Other Borrowing Costs 27.96 17.26
Total 490.21 545.31
Note - 32: Other expenses H in Lakhs
Particulars March 31, 2025 March 31, 2024
(a) Power & Fuel 1,585.81 1,595.79
(b) Repairs and Maintenance: -
(i)Plant and Machinery 166.25 142.85
(ii)Buildings 3.66 13.66
(iii)Others 3.24 4.45
(c) Contract Labour cost 1,130.04 1,067.65
(d) Rent 18.00 18.00
(e) Outward Freight Charges 185.19 154.12
(f) Packing and Forwarding Charges 64.60 43.37
(g) Legal, Professional & Consultancy Fee 225.60 179.03
(h) Rates and taxes 17.86 12.66
(i) Travelling Expenses 46.38 26.20
(j) Insurance 28.10 32.85
(k) Payments to auditor (Refer details below) 4.62 5.00
(l) Exchange (Gain) / Loss (73.32) (75.94)
(m) Custom Duty Paid (Net) 1.37 1.32
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198 | Kinetic Engineering Limited

Annual Report 2024-25 | 199

Corporate Overview Statutory Reports Financial Statements

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Notes to Consolidated Financial Statements for the year ended March. 31, 2025

Note - 32: Other expenses

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Note - 32: Other expenses (Contd.) H in Lakhs
Particulars March 31, 2025 March 31, 2024
(n) Publicity & Sales Promotion 6.06 3.95
(o) Directors Fees & Travelling Expenses 2.67 2.02
(p) Maintenance Other 43.26 38.12
(q) Miscellaneous Expenses 264.86 242.17
3,724.26 3,507.28
Less: Expenses Capitalised 38.96 41.88
Total 3,685.30 3,465.41
Details of payments to Auditors
Audit Fee 3.22 3.20
Tax Audit Fee 0.60 0.60
0.80 1.20
Limited review and Certification work
Total 4.62 5.00
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Note - 33: Income Taxes

As per Ind As 12 An explanation of the relationship between tax expense (income) and accounting profit in either or both of the following forms need to be disclosed:

  • a numerical reconciliation between tax expense (income) and the product of accounting profit multiplied by the applicable tax rate, disclosing also the basis on which the applicable tax rate is computed;

or

  • a numerical reconciliation between the average effective tax rate and the applicable tax rate, disclosing also the basis on which the applicable tax rate is computed;

The above said reconcilation will not arise in situations where there is accounting losses to taxable Income.

Note - 34: Financial instruments – Fair values and risk management

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Note - 34: Financial instruments – Fair values and risk management H in Lakhs
March 31, 2025 Carrying amount Fair value
Amortised FVTPL FVTOCI Total Level 1 Level 2 Level 3 Total
Cost
Non-Current Financial Assets
Investments
Quoted Equity Instruments - - 2.29 2.29 2.29 - 2.29
Unquoted Equity Instruments * - - 124.87 124.87 - 124.87 - 124.87
Unquoted Preference Shares - 257.71 - 257.71 - - 257.71 257.71
Other Financial Assets - 0.24 - 0.24 - - 0.24 0.24
Current Financial Assets
Current Investments - - - - - - - -
Trade Receivables 3,759.99 - - 3,759.99 - - - -
Cash and Cash Equivalents 3,725.67 - - 3,725.67 - - - -
Other Bank Balances 53.83 - - 53.83 - - - -
Loans 3.65 - - 3.65 - - - -
Other Financial Assets 1.29 - - 1.29 - - - -
7,544.44 257.95 127.17 7,929.56 2.29 124.87 257.95 385.12
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Notes to Consolidated Financial Statements for the year ended March. 31, 2025

Note - 34: Financial instruments – Fair values and risk management

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Note - 34: Financial instruments – Fair values and risk management (Contd.) H in Lakhs
March 31, 2025 Carrying amount Fair value
Amortised FVTPL FVTOCI Total Level 1 Level 2 Level 3 Total
Cost
Non-Current Financial
Liabilities
Borrowings 4,371.43 - - 4,371.43 - - - -
Current Financial Liabilities
Borrowings 1,663.97 - - 1,663.97 - - - -
Trade Payables 4,265.92 - - 4,265.92 - - - -
Other Financial Liabilities 363.86 - - 363.86 - - - -
10,665.18 - - 10,665.18 - - - -
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H in Lakhs

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31 [st] march, 2024 Carrying amount Fair value
Amortised FVTPL FVTOCI Total Level 1 Level 2 Level 3 Total
Cost
Non-Current Financial Assets
Investments
Quoted Equity Instruments - - 2.05 2.05 2.05 - 2.05
Unquoted Equity Instruments * - - 110.86 110.86 - 110.86 - 110.86
Unquoted Preference Shares - 371.47 - 371.47 - - 371.47 371.47
Other Financial Assets - 0.24 - 0.24 - - 0.24 0.24
Current Financial Assets
Current Investments - - - - - - - -
Trade Receivables 3,154.42 - - 3,154.42 - - - -
Cash and Cash Equivalents 922.36 - - 922.36 - - - -
Other Bank Balances 45.17 - - 45.17 - - - -
Loans 3.65 - - 3.65 - - - -
Other Financial Assets 2.75 - - 2.75 - - - -
4,128.35 371.71 112.91 4,612.98 2.05 110.86 371.71 484.62
Non-Current Financial Liabilities
Borrowings 2,909.46 - - 2,909.46 - - - -
Current Financial Liabilities
Borrowings 420.94 - - 420.94 - - - -
Trade Payables 4,216.44 - - 4,216.44 - - - -
Other Financial Liabilities 702.73 - - 702.73 - - - -
8,249.56 - - 8,249.56 - - - -
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Level 1: Level 1 hierarchy includes financial instruments measured using quoted prices.

Level 2: The fair value of instrument is determined using valuation techniques which maximise the use of observable market data and rely as little as possible on entity-specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2.

Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3.

200 | Kinetic Engineering Limited

Annual Report 2024-25 | 201

Corporate Overview Statutory Reports Financial Statements

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Notes to Consolidated Financial Statements for the year ended March. 31, 2025

Note - 35: Financial risk management

The Company has exposure to the following risks arising from financial instruments:

  • Credit risk ;

  • Liquidity risk ; and

  • Market risk”

(A) Credit risk

Credit risk arises from cash and cash equivalents, deposits with banks, security deposits, as well as credit exposure to outstanding receivables.

Credit risk management

The Company is exposed to credit risk from its operating activities (primarily trade receivables) and from its financing activities, including deposits with banks and other financial instruments. For banks and other financial institutions, only high rated banks/ financial institutions are accepted. The balances with banks, loans given to employees, security deposits are subject to low credit risk and the risk of default is negligible or nil. Hence, no provision has been made for expected credit loss for credit risk arising from these financial assets.

Trade receivables

Credit risk arises from the possibility that customer will not be able to settle their obligations as and when agreed. To manage this, the Company periodically assesses the financial reliability of customers, taking into account the financial condition, current economic trends, analysis of historical bad debts, ageing of accounts receivable and forward looking information. Individual credit limits are set accordingly. The credit risk is considered low given the past experience of negligible or minimal write-offs.

The ageing of trade receivables are as follows:

negligible or minimal write-offs.
The ageing of trade receivables are as follows:
Particulars
Notpast due date
Past due 1–90 days
Past due 91–180 days
Past due more than 180 days
Total Trade receivables
March 31, 2025
2,353.17
1,002.86
129.16
274.81
3,759.99
Hin Lakhs
March 31, 2024
2,374.08
406.41
246.59
127.34
3,154.42

(B) Liquidity risk

Liquidity risk is the risk that the Company may encounter difficulty in meeting its obligations. The Company monitors rolling forecast of its liquidity position on the basis of expected cash flows. The company has obtained fund based / Non-fund based working capital facilities from banks.

Exposure to liquidity risk

The tables below analyse the Company’s non-derivative financial liabilities into relevant maturity group based on their contractual maturities:

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H in Lakhs
March 31, 2025 < 1 year 1 to 3 years > 3 years
Non-derivative liabilities
Borrowings 1,663.97 382.63 3,988.80
Trade payables 4,265.92 - -
363.86 - -
Other financial liabilities
Total non-derivative liabilities 6,293.75 382.63 3,988.80
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Notes to Consolidated Financial Statements for the year ended March. 31, 2025

Note - 35: Financial risk management (Contd.)

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H in Lakhs
March 31, 2024 < 1 year 1 to 3 years > 3 years
Non-derivative liabilities
Borrowings 420.94 939.84 1,969.62
Trade payables 4,216.44 - -
702.73 - -
Other financial liabilities
Total non-derivative liabilities 5,340.10 939.84 1,969.62
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(C) Market risk

(i) Foreign currency risk

  • Foreign currency risk means the risk that the result or economic situation of the Company changes due to changes in exchange rates. The Company is exposed to foreign exchange risk arising from foreign currency transactions, primarily with respect to the USD. Foreign exchange risk arises from future commercial transactions and recognised assets and liabilities denominated in a currency which is not the Company’s functional currency ( H ). The risk is measured through a forecast of highly probably foreign currency cash flows.

(a) The Company’s exposure to foreign currency risk at the end of the year are as follows :-

H in Lakhs

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Particulars Currency Exposure in F.C. Exposure in H
Financial Assets
Trade receivables USD
As at March 31, 2025 18.74 1,583.88
As at March 31, 2024 13.02 1,063.07
Financial Liabilities
Trade Payables USD
As at March 31, 2025 0.03 2.30
As at March 31, 2024 0.07 5.91
Net Exposure as at March 31,2025 18.71 1,581.58
Net Exposure as at March 31,2024 12.95 1,057.16
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(b) Sensitivity analysis:

H in Lakhs

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Particulars Impact on profit before tax
March 31, 2025 March 31, 2024
USD sensitivity
USD/INR - Increase by 5% * 79.08 52.86
USD/INR - Decrease by 5% * (79.08) (52.86)
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*Holding all other variables constant

(ii) Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The interest rate risk can also impact the provision for retiral benefits. The Company Interest rate risk is linked to PLR rates therefore subject to interest rate risk, carrying amount and future cash flows will fluctuate because of change in the market interest rates (PLR Rates). Sensitivity: H in Lakhs

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Particulars Impact on profit before tax
March 31, 2025 March 31, 2024
Change
25 Basis Points increase (12.26) (13.63)
25 Basis Points decrease 12.26 13.63
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202 | Kinetic Engineering Limited

Annual Report 2024-25 | 203

Corporate Overview Statutory Reports Financial Statements

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Notes to Consolidated Financial Statements for the year ended March. 31, 2025

Note - 36: Capital Management

The Company’s objective for capital management is to maximize shareholder wealth, safeguard business continuity and support the growth of the Company. The Company determines the capital management requirement based on annual operating plans and long-term and other strategic investment plans. The funding requirements are met through optimum mix of borrowed and own funds.

mix of borrowed and own funds.
The Company’s adjusted net debt to equity position are as follow:
Particulars
Net debt
Less: Cash and Cash Equivalents
Less: Current Investments
Adjusted net (Cash)/Debt
Total equity
Net debt to equityratio
March 31, 2025
6,035.40
3,779.50
-
2,255.90
11,735.80
0.19
Hin Lakhs
March 31, 2024
3,330.40
967.53
-
2,362.87
6,424.82
0.37

Note - 37: Segment Reporting

The business activities of the Company from which it earns revenues and incurs expenses; whose operating results are regularly reviewed by the chief operating decision maker to make decisions about resources to be allocated to the segment and assess its performance, and for which discrete financial information is available which involves predominantly one operating segment i.e. automotive components.

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Note - 38: Contingencies and commitments H in Lakhs
Particulars March 31, 2025 March 31, 2024
Contingent Liabilities:
I) Claim against Company not acknowledged as debt 26.07 26.07
II) Other money for which the company is contingently liable
a. Income Tax matter under appeal approx 5.75 5.75
b. Sales Tax matter under appeal 9.17 9.17
c. Excise Duty in dispute 111.74 111.74
d. ESIC liability in dispute 1.26 1.26
e. Municipal property Tax in dispute - 9.16
f. Labour Cases 37.92 37.92
g. Entry Tax in dispute 6.19 6.19
h. Other Compensation Matters 15.00 20.00
i. Goods & Service tax 21.47 -
Commitments : - -
Estimated amount of contracts remaining to be executed on capital account and 1,633.72 390.70
not provided for;
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Note - 39: Earnings per share

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Particulars March 31, 2025 March 31, 2024
Basic and diluted earnings per share
a) Profit after tax attributable to the equity holders of the company ( H In Lakhs) 623 515
b) Weighted average number of equity shares outstanding (Nos.)(Basic) 2,21,86,456 2,21,61,521
c) Earnings per share
- Basic 2.89 2.35
d) Weighted average number of equity shares outstanding (Nos.)(Diluted) 2,24,77,369 2,21,61,521
e) Earnings per share
- Diluted 2.86 2.35
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Notes to Consolidated Financial Statements for the year ended March. 31, 2025

Note - 40:

Company has purchased six bills of exchange and paid H 206.65 Lakhs ( H 206.65 Lakhs) for the same. These bills have matured but have not been honoured. Company has filed suits in the High Court of Judicature at Bombay.

Note - 41:

In terms of the Notification dated March 31, 2009 by The Ministry of Corporate Affairs amending the erstwhile Ind AS -21 “The Effects of Changes in Foreign Exchange Rates”, the company had exercised the option to recognize the exchange difference on long term non-monetary items retrospectively from the accounting period 2007-08. Such exchange differences relating to the acquisition of capital assets are adjusted to the cost of capital and would be depreciated over the balance life of the asset. Exchange difference amounting to H 200.24 Lakhs ( H 373.90 Lakhs) has been carried in the Fixed Assets as on March 31, 2025.

Note - 42: Disclosure as required under Micro Small and Medium Enterprises Development Act, 2006

H in Lakhs

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Particulars March 31, 2025
i. Principal amount remaining unpaid to any supplier as at the end of the accounting year 222.95
ii. Interest due thereon remaining unpaid to any supplier as at the end of the accounting year 11.42
iii. The amount of interest paid along with the amounts of the payment made to the supplier beyond -
the appointed day
iv. The amount of interest due and payable for the year 11.42
v. The amount of interest accrued and remaining unpaid at the end of the accounting year 11.42
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The information as required to be disclosed under Micro, Small and Medium Enterprises Development Act, 2006 is determined to the extent such parties have been identified on the basis of information made available with the company.

Note - 43: Related Party Transactions

a) Name of Related Parties

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Name of Related Parties Relation
Kinetic Communications Ltd. Group Companies
Microage Instruments Pvt. Ltd. Group Companies
Kinetic Hyundai Elevator & Movement Technologies Ltd. Group Companies
Kinetic Green Energy & Power Solutions Limited. Entity having common Promoter
Kinetic Watts & Volts Limited. Subsidiary
b) Key Management Personnel
Chairman Mr. Arun Hastimal Firodia
Vice Chairman & Managing Director Mr. Ajinkya Arun Firodia
Chief Financial Officer Mr. Vinayak Shevade
Company Secretary & Compliance officer Mr. Chaitanya Mundra
Non-executive director Mrs. Jayashree Arun Firodia
Independent Director Mr. Jinendra Hirachand Munot
Mr. Rohit Prakash Bafana
Mr. Dattatray Navale
Mr. Achal Kotecha
Mr. Venkataiah Madipalli
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b) Key Management Personnel

204 | Kinetic Engineering Limited

Annual Report 2024-25 | 205

Corporate Overview Statutory Reports Financial Statements

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Notes to Consolidated Financial Statements for the year ended March. 31, 2025

Note - 43: Related Party Transactions (Contd.)

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c) Transactions and balances with related parties have been set out below: H in Lakhs
Particulars March 31, 2025 March 31, 2024
Kinetic Green Energy & Power Solutions Limited.
Sales of Goods 1312.05 955.66
Reimbursement of Expenses 26.54 27.49
Rent Received 181.57 133.59
Purchase of Goods 32.39 39.41
Paint Shop Work 23.00 7.67
Kinetic Hyundai Elevator & Movement Technologies Ltd.
Dividend Received 6.91 5.40
Kinetic Communication Ltd
Dividend Received 0.48 0.48
Reimbursement of expenses 1.77 1.07
Sales of Goods 0.04 -
Micro Age Instruments Pvt Ltd
Reimbursement of expenses 27.90 -
Electricity Charges Paid (Solar) 97.37 102.92
Kinetic Watts & Volts Ltd
Sales of Goods 285.79 -
Reimbursement of expenses 9.01 -
Remuneration to Key Managerial Persons
Mr. Ajinkya Firodia 106.10 98.71
Mr. Chaitanya Koranne (Professional Fees) - 14.42
Mr. Chaitanya Mundra 17.67 15.07
Mr. Vinayak Shevade 6.75 -
Director Sitting Fee
Mr. Shirish Ratanlal Kotecha - 0.41
Mrs. Jayashree Arun Firodia 0.35 0.28
Mr. Rohit Prakash Bafna 0.41 0.50
Mr. Jinendra Hirachand Munot 0.46 0.26
Mr. Venkataiah Madipalli 0.55 0.50
Mr. Achal Kotecha 0.46 -
Mr. Dattatray Navale 0.36 0.07
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Note - 44: Ratios

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Sr Particulars Numerator Denominator March 31, 2025 March 31, 2024
No
a) Current Ratio (Times) Current Assets Current Liabilities 1.83 1.26
b) Debt- Equity Ratio (Times) Net Debt Equity 0.19 0.37
c) Debt Service Coverage PBIDTA Principal + Interest 1.05 1.85
Ratio (Times) Repayment of loans during
the year
d) Return on Equity Ratio Net Profit Average Sharholders' 6.86% 11.07%
(Percentage) Equity
e) Inventory Turnover Ratio Cost of Average Inventory 1.47 1.66
(Times) Material
Consumed
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Notes to Consolidated Financial Statements for the year ended March. 31, 2025

Note - 44: Ratios (Contd.)

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Sr Particulars Numerator Denominator March 31, 2025 March 31, 2024
No
f) Trade Receivables Total Sales Average Trade Receivables 4.10 4.70
Turnover Ratio (Times)
g) Trade Payables Turnover Total Average Trade Payables 2.53 2.58
Ratio (Times) Purchases
h) Net Capital Turnover Ratio Total Sales Average working capital 3.53 NA
(Times)
i) Net Profit Ratio Net Profit Total Sales 4.39% 3.60%
(Percentage)
j) Return on Capital PBIDTA Average Capital Employed 4.89% 7.10%
Employed (Percentage)
k) Return on investment Profit Total Investment (Avg) 5.93 3.47
earned from
investment
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Notes

  • i) Current Ratio has improved due to better efficiency, performance and increase in bank balance due to issue of convertible warrants / equity shares.

  • ii) Debt- Equity Ratio improved on account of issue of equity shares and convertible warrants, repayment of terms loans and improvement in profitabiliy.

  • iii) Debt Service Coverage Ratio has impacted due to prepayment of term loans from banks.

  • iv) Return on Equity ratio and Return on Capital Employed ratio has gone down due to increase in equity.

  • v) Net Profit Ratio has improved because of increase in other income .

  • vi) Return on investment improved on account of better realisation.

Note - 45: Additional Regulatory Disclosures as per Schedule III of Companies Act, 2013

  • (i) The Title deeds of the immovable properties (other than properties where the Company is the lessee and the lease agreements are duly executed in favour of the lessee) are held in the name of the Company.

  • (ii) The Company does not have any investment property.

  • (iii) There is no revaluation of Property, Plant and Equipment (including Right of Use Assets) and intangible assets during the year, hence the revaluation related disclosures required as per Additional Regulatory Information of Schedule III (revised) to the Companies Act, is not applicable.

  • (iv) The Company has not granted Loans or Advances in the nature of loan to any promoters, Directors, KMPs and the related parties (As per Companies Act, 2013) , which are repayable on demand or without specifying any terms or period of repayments.

  • (v) Capital-Work-in Progress (CWIP)

Ageing schedule of capital work in progress :-

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CWIP Amount in CWIP for a period of ( H in Lakhs) Total
Less than 1 1-2 years 2-3 years More than
year 3 years
Projects in progress
1. EPC Solar Project - Yevatmal 982.50 - - - 982.50
2. 7.95 - - - 7.95
Hr Office Renovation
3. Product Development 1,365.36 652.64 407.11 - 2,425.11
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206 | Kinetic Engineering Limited

Annual Report 2024-25 | 207

Corporate Overview Statutory Reports Financial Statements

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Notes to Consolidated Financial Statements for the year ended March. 31, 2025

Note-45: Additional Regulatory Disclosures as per Schedule III of Companies Act, 2013 (Contd.)

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CWIP Amount in CWIP for a period of ( H in Lakhs) Total
Less than 1 1-2 years 2-3 years More than
year 3 years
4. Project ERP Implementation 24.30 12.10 - - 36.40
5. Project Site Development 61.58 53.21 - - 114.79
6. Plant and Machinery 9.04 - - - 9.04
TOTAL 2,450.73 717.95 407.11 - 3,575.79
Projects temporarily suspended - - - - -
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  • (vi) Intangible assets under development :- NA

  • (vii) No proceedings have been initiated or pending against the Company for holding any Benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and the rules made thereunder.

  • (viii) The Company has been sanctioned facilities from banks on the basis of security of current assets in excess of H 5 Cr. The Quarterly returns or statements of current assets filed by the Company with such banks are in agreement with the books of accounts of the Company taking into account notes given in the said statements.

  • (ix) The Company has not been declared as wilful defaulter by any of the lenders.

  • (x) There are no transactions with the Companies whose name are struck off under Section 248 of The Companies Act, 2013 or Section 560 of the Companies Act, 1956 during the year ended 31[st] March 2025.

  • (xi) All applicable cases where registration of charges or satisfaction is required to be filed with Registrar of Companies have been filed. No registration or satisfaction is pending at the year ended 31[st] March 2025.

  • (xii) Compliance with number of layers of companies - NA

  • (xiii) No scheme of arrangement has been approved by the competent authority in terms of Section 230 to 237 of the Companies Act, 2013.

  • (xiv) The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding that the Intermediary shall: (a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company (ultimate beneficiaries) or (b) provide any guarantee, security or the like to or on behalf of the ultimate beneficiary.

Notes to Consolidated Financial Statements for the year ended March. 31, 2025

Note-45: Additional Regulatory Disclosures as per Schedule III of Companies Act, 2013 (Contd.)

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( H in Lakhs)
Name of the entity Net Assets Share in profit or loss Share in other Share in total
comprehensive income comprehensive income
As % of Amount As % of Amount As % of other Amount As % of total Amount
consolidated consolidated consolidated comprehensive
assets profit or loss comprehensive income
income
2. Subsidiaries
(Indian)
Kinetic Watts & 32% 3706.42 -8% (50.76) - - -8% (50.76)
Volts
Total 100% 11735.81 100% 622.58 100% (19.05) 100% 603.52
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For and on behalf of Board of Directors For Kinetic Engineering Limited

As per our report of even date For Pawan Jain And Associates Chartered Accountants

A. H. Firodia A. A Firodia (Chairman) (Vice Chairman & Managing Director) DIN:00057324 DIN:00332204 CA Pawan Jain Partner Membership Number- 032900 Firm Reg No.:0107867W Vinayak Shevade Chaitanya Mundra Place: Pune (Chief Financial Officer) (Company Secretary) Date: 13[th] May 2025 UDIN: 25032900BMILTG3062

  • (xv) The Company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall: (a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or (b) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

  • (xvi) The Company has not operated in any crypto currency or Virtual Currency transactions.

  • (xvii) During the year the Company has not disclosed or surrendered, any income other than the income recoginsed in the books of accounts in the tax assessments under Income Tax Act, 1961.

(xix)(xviii) Corporate Social Responsibility : Provisions of 135 of companies act 2013 are not applicable to company.

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( H in Lakhs)
Name of the entity Net Assets Share in profit or loss Share in other Share in total
comprehensive income comprehensive income
As % of Amount As % of Amount As % of other Amount As % of total Amount
consolidated consolidated consolidated comprehensive
assets profit or loss comprehensive income
income
1. Parent
Kinetic 68% 8029.37 108% 673.33 100% (19.05) 108% 654.28
Enginnering Ltd
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208 | Kinetic Engineering Limited

Annual Report 2024-25 | 209

Notes

Notes

Notes

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BOARD OF DIRECTORS

Mr. Arun Hastimal Firodia Chairman & Non-Executive Director

Mr. Ajinkya Arun Firodia Vice Chairman & Managing Director

Mrs. Jayashree Arun Firodia Non-Executive Director

Mr. Jinendra Hirachand Munot Independent Director

Mr. Venkataiah Madipalli Independent Director

Mr. Dattatray Parvati Navale Independent Director

Mr. Achal Shirish Kotecha Independent Director

Mr. Rohit Prakash Bafana Independent Director

CHIEF FINANCIAL OFFICER

Mr. Vinayak Jayaram Shevade

COMPANY SECRETARY & COMPLIANCE OFFICER

Mr. Chaitanya Mundra

SECRETARIAL AUDITOR

M/s. Dinesh Birla & Associates Company Secretaries.

REGISTERED OFFICE

D-1 Block, Plot No. 18/2, MIDC, Chinchwad, Pune Pin - 411019. Phone no.: + 91-020-66142049 Fax no. + 91-020-66142088/89 E-mail: [email protected] Website: www.kineticindia.com. CIN: L35912MH1970PLC014819

REGISTRAR & TRANSFER AGENT

MUFG Intime India Private Limited Block No. 202, Akshay Complex, Near Ganesh Temple, Off Dhole Patil Road, Pune Pin – 411001. Phone No.: 020 – 26160084, 26161629 Tele Fax No.: 020 – 26163503 E-mail Id: [email protected]

STATUTORY AUDITOR

M/s. Pawan Jain & Associates, Chartered Accountants.

WORKS

Nagar-Daund Road, Ahmednagar, Pin - 414001

Kinetic Engineering Limited Address: Kinetic Innovation Park, D-1 Block Plot No. 18/2, MIDC Chinchwad

Pune – 411 019 Phone: +91-20-66142049 Email: [email protected]

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