Kinetic Engineering Ltd. — Audit Report / Information 2023

May 30, 2023

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Date: 30 May 2023

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 Secretarial Compliance Report for the financial year ended 31[st] March 2023

Dear Sir/Madam,

Pursuant to the Regulation 24A of the SEBI (LODR) Regulations, 2015, as amended, read with the SEBI Circular No. CIR/CFD/CMD1/27/2019 dated February 08, 2019; please find enclosed the Annual Secretarial Compliance Report issued by Dinesh Birla & Associates, Company Secretaries, for the financial year ended 31[st] March 2023.

This is for your information and records.

Thanking you. Yours faithfully,

For Kinetic Engineering Limited

Digitally signed by CHAITANYA MUNDRA DN: c=IN, postalCode=768201, st=ORISSA, CHAITAN street=JHARSUGUDA 768201, l=JHARSUGUDA, o=Personal, title=4221, serialNumber=84305ab3c8129dea3fde8e6 33d832d7e0d39b0ec0224902040acf6ed0c YA 800da6, pseudonym=422120220901122344932, 2.5.4.20=5569253151ca719b4e2cfc6d0fefd 8b56e4e8b53e1e9b7f471a2381ca5995623, email=CSCHAITANYAMUNDRA@GMAIL.CO MUNDRA M, cn=CHAITANYA MUNDRA Date: 2023.05.30 17:08:10 +05'30'

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Chaitanya Mundra Company Secretary and Compliance Officer

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B-201, MSR Queenstown, Opp. Chinchwad Station, Near Lokmanya Hospital, Udyog Nagar, Chinchwad, Pune - 411033. Mob. No. 9766693603 /7768893344 Email : csdineshbirla@gmail.com

DINESH BIRLA & ASSOCIATES COMPANY SECRETARIES

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To, The Board of Directors Kinetic Engineering Limited D 1 Block, Plot No. 18/2 Chinchwad, Pune 411019 .

Sir/ Madam,

Annual Secretarial Compliance Report for the Financial Year 2022-23

We have been engaged by Kinetic Engineering Limited (hereinafter referred to as 'the Company') bearing CIN: L35912MH1970PLC014819 whose equity shares are listed on Bombay Stock Exchanges (i.e. BSE) to conduct an audit in terms of Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended read with SEBI’s Circular No. CIR/CFD/CMD1/27/2019 dated 8[th ] February, 2019 and to issue the Annual Secretarial Compliance Report thereon.

It is the responsibility of the management of the Company to maintain records, devise proper systems to ensure compliance with provisions of all applicable SEBI Regulations and circulars/ guidelines issued there under from time to time and to ensure that the systems are adequate and are operating effectively.

Our responsibility is to verify compliances by the Company with provisions of all applicable SEBI Regulations and circulars/ guidelines issued there under from time to time and issue a report thereon.

Our audit was conducted in accordance with Guidance Note on Annual Secretarial Compliance Report issued by the Institute of Company Secretaries of India and in a manner which involved such examinations and verifications as considered necessary and adequate for the said purpose. Annual Secretarial Compliance Report is enclosed.

For Dinesh Birla & Associates Company Secretaries

DINESH Digitally signed by DINESH SHIVNARAYAN SHIVNARAYAN BIRLA Date: 2023.05.29 14:48:42 BIRLA +05'30'

Dinesh Birla, Proprietor FCS: 7658, CP No. : 13029 UDIN: F007658E000407992 Peer Review No.: 1668/2022

Place: Pune Date: 29[th] May, 2023

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B-201, MSR Queenstown, Opp. Chinchwad Station, Near Lokmanya Hospital, Udyog Nagar, Chinchwad, Pune - 411033. Mob. No. 9766693603 /7768893344 Email : csdineshbirla@gmail.com

DINESH BIRLA & ASSOCIATES COMPANY SECRETARIES

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Secretarial Compliance Report to KINETIC ENGINEERING LIMITED For the financial year ended on 31[st] March, 2023

I, Dinesh Shivnarayan Birla proprietor of Dinesh Birla & Associates, Practicing Company Secretary have conducted the review of the compliance of the applicable statutory provisions and the adherence to good corporate practices by Kinetic EngineeringLimited, having its Registered Office at D 1 Block, Plot No. 18/2, Chinchwad, Pune 411019 Secretarial Review was conducted in a manner that provided me/us a reasonable basis for evaluating the corporate conducts/statutory compliances and to provide my/our observations thereon.

Based on my/our verification of the listed entity’s books, papers, minutes books, forms and returns filed and other records maintained by the listed entity and also the information provided by the listed entity, its officers, agents and authorized representatives during the conduct of Secretarial Review, I hereby report that the listed entity has, during the review period covering the financial year ended on 31[st] March, 2023 complied with the statutory provisions listed hereunder in the manner and subject to the reporting made hereinafter have examined:

• (a) All the documents and records made available to us and explanation provided by M/s. Kinetic Engineering Limited,

• (b) The filings/submissions made by the listed entity to the stock exchanges,

• (c) Website of the listed entity,

• (d) any other document/ filing, as may be relevant, which has been relied upon to make this certification,

for the year ended 31[st] March, 2023 (“Review Period”) in respect of compliance with the provisions of:

• (a) the Securities and Exchange Board of India Act, 1992 (“SEBI Act”) and the Regulations, circulars, guidelines issued there under; and

• (b) the Securities Contracts (Regulation) Act, 1956 (“SCRA”), rules made there under and the Regulations, circulars, guidelines issued there under by the Securities and Exchange Board of India (“SEBI”);

The specific Regulations, whose provisions and the circulars/guidelines issued there under, have been examined, include:-

• (a) Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015;

• (b) Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018;

• (c) Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

• (d) Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018; - Not

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DINESH Digitally signed by DINESH SHIVNARAYAN SHIVNARAYAN BIRLA Date: 2023.05.29 14:49:17 BIRLA +05'30'

B-201, MSR Queenstown, Opp. Chinchwad Station, Near Lokmanya Hospital, Udyog Nagar, Chinchwad, Pune - 411033. Mob. No. 9766693603 /7768893344 Email : csdineshbirla@gmail.com

DINESH BIRLA & ASSOCIATES COMPANY SECRETARIES

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applicable during the review period

• (e) Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021; - Not applicable during the review period

• (f) Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008; - Not applicable during the review period

• (g) Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021; - Not applicable during the review period

• (h) Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

And circulars/guidelines issued there under;

I hereby report that, during the Review Period the compliance status of the listed entity is appended as below:

Sr.	Particulars	Compliance	Observations
No.		Status	/Remarks by
		(Yes/No/NA)	PCS*
1.	Secretarial Standards: The compliances of the listed entity are in accordance with the applicable Secretarial Standards (SS) issued by the Institute of Company Secretaries of India (ICSI), as notified by the Central Government under section 118(10) of the Companies Act, 2013 and mandatorily applicable.	Yes
2.	Adoption and timely updation of the Policies:  All applicable policies under SEBI Regulations are adopted with the approval of board of directors of the listed entities  All the policies are in conformity with SEBI Regulations and have been reviewed & updated on time, as per the regulations / circulars / guidelines issued by SEBI	Yes

DINESH Digitally signed by DINESH SHIVNARAYAN BIRLA SHIVNARAYAN Date: 2023.05.29 14:49:43 BIRLA +05'30'

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B-201, MSR Queenstown, Opp. Chinchwad Station, Near Lokmanya Hospital, Udyog Nagar, Chinchwad, Pune - 411033. Mob. No. 9766693603 /7768893344 Email : csdineshbirla@gmail.com

DINESH BIRLA & ASSOCIATES COMPANY SECRETARIES

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3.	Maintenance and disclosures on Website:  The Listed entity is maintaining a functional website  Timely dissemination of the documents/ information under a separate section on the website  Web-links provided in annual corporate governance reports under Regulation 27(2) are accurate and specific which re-directs to the relevant document(s)/section of the website	Yes
4.	Disqualification of Director: None of the Director(s) of the Company is / are disqualified under Section 164 of Companies Act, 2013 as confirmed by the listed entity.	Yes
5.	Details related to Subsidiaries of listed entities have been examined w.r.t.: (a)Identification of material subsidiary companies (b)Disclosure requirement of material as well as Other subsidiaries	Yes

Sr.	Particulars	Compliance	Observations
No.		Status	/Remarks by
		(Yes/No/NA)	PCS*
6.	Preservation of Documents: The listed entity is preserving and maintaining records as prescribed under SEBI Regulations and disposal of records as per Policy of Preservation of Documents and Archival policy prescribed under SEBI LODR Regulations, 2015.	Yes
7.	Performance Evaluation: The listed entity has conducted performance evaluation of the Board, Independent Directors and the Committee sat the start of every financial year/duringthe financialyear asprescribed in	Yes

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DINESH Digitally signed by DINESH SHIVNARAYAN BIRLA SHIVNARAYAN Date: 2023.05.29 14:50:06 BIRLA +05'30'

B-201, MSR Queenstown, Opp. Chinchwad Station, Near Lokmanya Hospital, Udyog Nagar, Chinchwad, Pune - 411033. Mob. No. 9766693603 /7768893344 Email : csdineshbirla@gmail.com

DINESH BIRLA & ASSOCIATES COMPANY SECRETARIES

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	SEBI Regulations.
8.	Related Party Transactions: (a)The listed entity has obtained prior approval of Audit Committee for all related party transactions; or (b)The listed entity has provided detailed reasons along with confirmation whether the transactions were subsequently approved / ratified / rejected by the Audit Committee, in case noprior approval has been obtained.	Yes
9.	Disclosure of events or information: The listed entity has provided all the required disclosure(s) under Regulation 30 along with Schedule III of SEBI LODR Regulations, 2015 within the time limits prescribed there under.	Yes
10.	Prohibition of Insider Trading: The listed entity is in compliance with Regulation 3(5) & 3(6) SEBI (Prohibition of Insider Trading) Regulations, 2015.	Yes
11.	Actions taken by SEBI or Stock Exchange(s), if any: No action(s) has been taken against the listed entity / its promoters / directors / subsidiaries either by SEBI or by Stock Exchanges (including under the Standard Operating Procedures issued by SEBI through various circulars) under SEBI Regulations and circulars/guidelines issued there under except as provided under separate paragraph herein (**).	Yes

DINESH Digitally signed by DINESH SHIVNARAYAN BIRLA SHIVNARAYAN Date: 2023.05.29 14:50:28 BIRLA +05'30'

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B-201, MSR Queenstown, Opp. Chinchwad Station, Near Lokmanya Hospital, Udyog Nagar, Chinchwad, Pune - 411033. Mob. No. 9766693603 /7768893344 Email : csdineshbirla@gmail.com

DINESH BIRLA & ASSOCIATES COMPANY SECRETARIES

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Sr.	Particulars	Compliance	Observations
No.		Status	/Remarks by
		(Yes/No/NA)	PCS*
12.	Additional Non-compliances, if any: No additional non-compliance observed for any SEBI regulation/circular/guidance note etc.	Yes

Compliances related to resignation of statutory auditors from listed entities and their material th subsidiaries as per SEBI Circular CIR/CFD/CMD1/114/2019 dated 18 October, 2019:

Sr.	Particulars	Compliance	Observations
No.		Status	/Remarks by
		(Yes/No/NA)	PCS*
1.	Compliances with the following conditions while appointing / re-appointing an auditor
	i.If the auditor has resigned within 45 days from the end of a quarter of a financial year, the auditor before such resignation, has issued the limited review/audit report for such quarter; or ii.If the auditor has resigned after 45 days from the end of a quarter of a financial year, the auditor before such resignation, has issued the limited review / audit report for such quarter as well as the next quarter; or iii.If the auditor has signed the limited review / audit report for the first three quarters of a financial year, the auditor before such resignation, has issued the limited review / audit report for the last quarter of such financial year as well as the audit report for such financial year.	NA NA NA
2.	Other conditions relating to resignation of statutory auditor

DINESH Digitally signed by DINESH SHIVNARAYAN BIRLA SHIVNARAYAN Date: 2023.05.29 14:50:52 BIRLA +05'30'

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B-201, MSR Queenstown, Opp. Chinchwad Station, Near Lokmanya Hospital, Udyog Nagar, Chinchwad, Pune - 411033. Mob. No. 9766693603 /7768893344 Email : csdineshbirla@gmail.com

DINESH BIRLA & ASSOCIATES COMPANY SECRETARIES

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i. Reporting of concerns by Auditor with respect to the listed entity / its material subsidiary to the Audit Committee: a. In case of any concern with the management of the listed entity / material subsidiary such as nonavailability of information / noncooperation by the management which has hampered the audit process, the NA auditor has approached the Chairman of the Audit Committee of the listed entity and the Audit Committee shall receive such concern directly and immediately without specifically waiting for the quarterly Audit Committee meetings.

DINESH Digitally signed by DINESH SHIVNARAYAN SHIVNARAYAN BIRLA Date: 2023.05.29 14:51:14 BIRLA +05'30'

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DINESH BIRLA & ASSOCIATES COMPANY SECRETARIES

B-201, MSR Queenstown, Opp. Chinchwad Station, Near Lokmanya Hospital, Udyog Nagar, Chinchwad, Pune - 411033. Mob. No. 9766693603 /7768893344 Email : csdineshbirla@gmail.com

Sr.	Particulars	Compliance	Observations
No.		Status	/Remarks by
		(Yes/No/NA)	PCS*
	b.In case the auditor proposes to resign, all concerns with respect to the proposed resignation, along with relevant documents has been brought to the notice of the Audit Committee. In cases where the proposed resignation is due to non-receipt of information/explanation from the company, the auditor has informed the Audit Committee the details of information / explanation sought and not provided by the management, as applicable. c.The Audit Committee / Board of Directors, as the case may be, deliberated on the matter on receipt of such information from the auditor relating to the proposal to resign as mentioned above and communicate its views to the management and the auditor. ii.Disclaimer in case of non-receipt of information: The auditor has provided an appropriate disclaimer in its audit report, which is in accordance with the Standards of Auditing as specified by ICAI/NFRA, in case where the listed entity/ its material subsidiary has not provided information as required by the auditor.	NA NA NA
3.	The listed entity / its material subsidiary has obtained information from the Auditor upon resignation, in the format as specified in Annexure-A in SEBI Circular CIR / CFD / CMD1 / 114 /2019 dated 18 thOctober,2019.	NA

During the period under review, there has been no changes in the Statutory Auditor of the company.

DINESH Digitally signed by DINESH SHIVNARAYAN SHIVNARAYAN BIRLA Date: 2023.05.29 14:51:40 BIRLA +05'30'

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B-201, MSR Queenstown, Opp. Chinchwad Station, Near Lokmanya Hospital, Udyog Nagar, Chinchwad, Pune - 411033. Mob. No. 9766693603 /7768893344 Email : csdineshbirla@gmail.com

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DINESH BIRLA & ASSOCIATES COMPANY SECRETARIES

• (a) The listed entity has complied with the provisions of the above Regulations and circulars/ guidelines issued there under, except in respect of matters specified below:

Sr. No.	Compli ance Requir ement (Regula tions/ci rculars/ guideli nes incl uding specific clause)	Regul ation/ Circul arNo.	Deviation s	Actio n Take n by	Type of Action	Details of Violati on	Fine Amou nt	Observa tions/Re marks of the Practici ng Com pany Secretar y	Mana geme nt Respo nse	Rem arks
None

• (b) The listed entity has taken the following actions to comply with the observations made in previous reports:

Sr. No.	Com- liance Requir ement (Regu- lations/ circula rs/guid elinesin cluding specific clause)	Regu- lation/ Circul arNo.	Deviation s	Actio n Take n by	Type of Action	Details of Violati on	Fine Amou nt	Obser- vations/ Remark sof thePrac ticingCo mpanyS ecretary	Man- age- ment Re- spons e	Rem arks
There were no observations made in previous report

For Dinesh Birla & Associates Company Secretaries

DINESH Digitally signed by DINESH SHIVNARAYAN BIRLA SHIVNARAYAN Date: 2023.05.29 14:52:06 BIRLA +05'30' Dinesh Birla, Proprietor FCS: 7658, CP No. : 13029 UDIN: F007658E000407992 Peer Review No.: 1668/2022 Place: Pune Date: 29[th] May, 2023

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