Kinetic Engineering Ltd. — Capital/Financing Update 2025

May 13, 2025

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KEL:SH:SE

Date: 13[th] May, 2025

To, The Manager-Corporate Relations Department BSE Limited 1[st] Floor, P J Towers Fort, Mumbai- 400 001.

BSE Scrip Code: 500240

Subject: Monitoring Agency Report for the quarter ended 31[st] March, 2025.

Pursuant to Regulation 32(6) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 enclosed herewith the Monitoring Agency Report with respect to the utilization of issue proceeds for the quarter ended 31[st] March, 2025 issued by CARE Ratings Limited.

Kindly be informed that the enclosed monitoring agency report was placed before the Audit Committee for review and before the Board of Directors of the Company.

We request you to take the above information on record.

Thanking You,

Yours faithfully

For Kinetic Engineering Limited

Digitally signed Chaitany by Chaitanya Mundra a Mundra Date: 2025.05.13 16:46:05 +05'30'

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Chaitanya Mundra Company Secretary and Compliance Officer

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Registered Address: D1 Block, Plot No.18/2, Chinchwad, Pune Maharashtra India 411019

Factory Address: Kinetic Manufacturing Plant Nagar-Daund Road, Ahmednagar Maharashtra India 414001

Contact: +91 2066142049 Email ID: kelinvestors@kineticindia.com Website: www.kineticindia.com CIN: L35912MH1970PLC014819

Monitoring Agency Report

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No. CARE/HO/GEN/2025-26/1006

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

May 13, 2025

Dear Sir/Ma’am,

Monitoring Agency Report for the quarter ended March 31, 2025 - in relation to the Preferential Issue of Kinetic Engineering Limited (“the Company”)

We write in our capacity of Monitoring Agency for the Preferential Issue for the amount aggregating to Rs.166.84 crore of the company and refer to our duties cast under Regulation 162A of the Securities & Exchange Board of India (Issue of Capital & Disclosure Requirements) Regulations.

In this connection, we are enclosing the Monitoring Agency Report for the quarter ended 03/31/2025 as per aforesaid SEBI Regulations and Monitoring Agency Agreement dated 02/25/2025.

Request you to kindly take the same on records.

Thanking you,

Yours faithfully

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Ashish A Kambli

Associate Director

Ashish.K@careedge.in

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Report of the Monitoring Agency

Name of the issuer: Kinetic Engineering Limited For quarter ended: March 31, 2025. Name of the Monitoring Agency: CARE Ratings Limited (a) Deviation from the objects: NIL (b) Range of Deviation: NIL

Declaration:

We declare that this report provides an objective view of the utilization of the issue proceeds in relation to the objects of the issue based on the information provided by the Issuer and information obtained from sources believed by it to be accurate and reliable. The MA does not perform an audit and undertakes no independent verification of any information/ certifications/ statements it receives. This Report is not intended to create any legally binding obligations on the MA which accepts no responsibility, whatsoever, for loss or damage from the use of the said information. The views and opinions expressed herein do not constitute the opinion of MA to deal in any security of the Issuer in any manner whatsoever. Nothing mentioned in this report is intended to or should be construed as creating a fiduciary relationship between the MA and any issuer or between the agency and any user of this report. The MA and its affiliates also do not act as an expert as defined under Section 2(38) of the Companies Act, 2013.

The MA or its affiliates may have a credit rating or other commercial transactions with the entity to which the report pertains and may receive separate compensation for its ratings and certain credit related analyses. We confirm that there is no conflict of interest in such relationship/interest while monitoring and reporting the utilization of the issue proceeds by the issuer, or while undertaking credit rating or other commercial transactions with the entity.

We have submitted the report herewith in line with the format prescribed by SEBI, capturing our comments, where applicable. There are certain sections of the report under the title “Comments of the Board of Directors”, that shall be captured by the Issuer’s Management / Audit Committee of the Board of Directors subsequent to the MA submitting their report to the issuer and before dissemination of the report through stock exchanges. These sections have not been reviewed by the MA, and the MA takes no responsibility for such comments of the issuer’s Management/Board.

Signature: Name of the Authorized Signatory: Ashish A Kambli Designation of Authorized person/Signing Authority: Associate Director

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1) Issuer Details:

Name of the issuer : Kinetic Engineering Limited Name of the promoters : Jayashree Arun Firodia, Ajinkya Arun Firodia, Arun Hastimal Firodi, Sulajja Firodia Motwani, Jayashree Firodia Trust, Micro Age Instruments Pvt Ltd Industry/sector to which it belongs : Auto Ancillaries

Industry/sector to which it belongs

2) Issue Details

Issue Period : 18 months from date of allotment Type of issue (public/rights) : Share warrants issued to Promoter & Non-Promoter Category Type of specified securities : Warrants convertible into equity shares IPO Grading, if any : Not Applicable Issue size (in crore) : Rs. 177.10 crore (Note 1)

Note 1:

The company offered 1,03,56,725 fully convertible warrants, each convertible into one equity share of face value Rs.10, to the Promoter and Non-Promoter groups on a preferential basis, in one or more tranches, at an issue price of Rs.171 per warrant, aggregating to Rs,177.10 crore. However, subscription was received for only 97,56,725 warrants, resulting in an undersubscription of the issue. Accordingly, the total issue was reduced to Rs.166.84 crore.

3) Details of the arrangement made to ensure the monitoring of issue proceeds:

Particulars	Reply	Source of information / certifications considered by Monitoring Agency for preparation of report	Comments of the Monitoring Agency	Comments of the Board of Directors
Whether all utilization is as per the disclosures in the Offer Document?	Yes	Chartered Accountant certificate*, Bank statements, Confirmation from Counterpartyand FD receipts	The funds have been utilized in line with the object during the quarter.	Nil
Whether shareholder approval has been obtained in case of material deviations# from expenditures disclosed in the Offer Document?	Not applicable	Not applicable	Not applicable	Nil
Whether the means of finance for the disclosed objects of the issue have changed?	Yes	Not applicable	The issue size has reduced from Rs.177.10 crore to Rs.166.84 crore due to undersubscription.	Nil
Is there any major deviation observed over the earlier monitoringagencyreports?	Not applicable	Not applicable	Not applicable	Nil

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Particulars	Reply	Source of information / certifications considered by Monitoring Agency for preparation of report	Comments of the Monitoring Agency	Comments of the Board of Directors
Whether all Government/statutory approvals related to the object(s)have been obtained?	Yes	Approval letter from BSE	In Principal Approval of BSE received on March 26,2025.	Nil
Whether all arrangements pertaining to technical assistance/collaboration are in operation?	Not applicable	Not applicable	Not applicable	Nil
Are there any favorable/unfavorable events affecting the viability of these object(s)?	Yes	Not applicable	Undersubscription in the issue may affect the viability of the objects.	Nil
Is there any other relevant information that may materiallyaffect the decision makingof the investors?	Not applicable	Not applicable	Not applicable	Nil

*Chartered Accountant certificate from Pawan Jain & Associates dated April 26, 2025.

Where material deviation may be defined to mean:

a) Deviation in the objects or purposes for which the funds have been raised

b) Deviation in the amount of funds actually utilized by more than 10% of the amount projected in the offer documents.

4) Details of objects to be monitored:

(i) Cost of objects –

Sr. No	Item Head	Source of information / certifications considered by Monitoring Agency for preparation of report	Original cost (as per the Offer Document) in Rs. Crore			Comments of the Board of Directors	Comments of the Board of Directors	Comments of the Board of Directors
				Revised Cost in Rs. Crore	Comments of the Monitoring Agency	Reason for cost revision	Proposed financing option	Particulars of -firm arrangements made
1	Redemption of Preference Shares	As per Postal Ballot Notice^, Management Confirmation and Chartered Accountant Certificate*	19.64	^166.84	Undersubscription by the non- promoter allottee	Nil	Nil	Nil
2	Payment of Overdue Liabilities		5.36
3	Investment in Subsidiary Company		120.00
4	Capex includingSolar Project		12.00
5	WorkingCapital Requirements		10.10
6	General Corporate Purpose		10.00
Total			177.10	166.84

^ Sourced from page 16 of the postal ballot notice and page 1 of corrigendum to postal ballot notice.

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*Chartered Accountant certificate from Pawan Jain & Associates dated April 26, 2025.

^As informed by the company management, the revised allocation of funds under each object due to undersubscription is yet to be finalized and the same will be approved in the subsequent board meeting.

(ii)Progress in the objects –	(ii)Progress in the objects –	(ii)Progress in the objects –
Sr. No	Item Head	Source of information / certifications considered by Monitoring Agency for preparation of report	Amount			ld					Comments of the Board of Directors
			as proposed in the Offer Document in Rs. Crore	Revised cost in Rs. crore	Total amoun t raised till Q4FY25	Amount utiise in Rs. Crore			Total unutilise d amount in Rs. crore
						As at beginnin g of the quarter in Rs. Crore	During the quarte r in Rs. Crore			Comments of the Monitoring Agency	Reason s for idle funds	Proposed course of action
								At the
								end of
								the
								quarter
								in Rs. Crore
1	Redemption of Preference Shares	As per Letter of Offer, Monitoring Account Statement, Confirmation from the counter party and CA Certificate*	19.64	^166.84	56.71	0.00	19.64	19.64	32.26	Utilization of proceeds towards redemption of preference shares of related party i.e. Micro Age Instruments Private Limited&	Nil	Nil
2	Payment of Overdue Liabilities	As per Letter of Offer, Monitoring Account Statement, Confirmation from the counter party and CA Certificate*	5.36			0.00	4.82	4.82		Utilization of proceeds towards outstanding rent and interest payment to related party i.e. Micro Age Instruments Private Limited&	Nil	Nil
3	Investment in Subsidiary Company	As per Letter of Offer, Management	120.00			0.00	0.00	0.00		Nil utilization during the quarter	Nil	Nil

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Sr. No	Item Head	Source of information / certifications considered by Monitoring Agency for preparation of report	Amount								Comments of the Board of Directors	Comments of the Board of Directors
			as proposed in the Offer Document in Rs. Crore	Revised cost in Rs. crore	Total amoun t raised till Q4FY25	Amount utilised in Rs. Crore			Total unutilise d amount in Rs. crore
						As at beginnin g of the quarter in Rs. Crore	During the quarte r in Rs. Crore			Comments of the Monitoring Agency	Reason s for idle funds	Proposed course of action
								At the
								end of
								the
								quarter i
								n Rs. Crore
		Confirmation and CA Certificate*
4	Capex including Solar Project	As per Letter of Offer, Management Confirmation and CA Certificate*	12.00			0.00	0.00	0.00		Nil utilization during the quarter	Nil	Nil
5	Working Capital Requirements	As per Letter of Offer, Management Confirmation and CA Certificate*	10.10			0.00	0.00	0.00		Nil utilization during the quarter	Nil	Nil
6	General Corporate Purpose	As per Letter of Offer, Management Confirmation and CA Certificate*	10.00			0.00	0.00	0.00		Nil utilization during the quarter	Nil	Nil
Total			177.10	166.84	56.71	0.00	24.46	24.46	32.26

*Chartered Accountant certificate from Pawan Jain & Associates dated April 26, 2025.

^As informed by the company management, the revised allocation of funds under each object due to undersubscription is yet to be finalized and the same will be approved in the subsequent board meeting.

&Mico Age Instruments Private Limited holds 25% of the equity shares of KEL.

(iii) Deployment of unutilized proceeds:

Sr. No.	Type of instrument and name of the entity invested in	Amount invested in Rs. Crore		Earning in Rs. Crore	Return on Investment (%)	Market Value at the end of quarter in Rs. Crore
			Maturity date
1	FDR,Saraswat Co-opBank	15.00	April 13,2025	0.05	8%p.a.	15.05

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2	Dedicated MonitoringAccount	15.55#	-	-	-	-
3	Dedicated Allotment Account	1.71	-	-	-	-
	Total	32.26

FD receipt as provided, Dedicated allotment account statement of Saraswat Bank, Dedicated monitoring account statement of Saraswat Bank and Chartered Accountant certificate from Pawan Jain & Associates dated April 26, 2025.

#The balance as of March 31, 2025 stood at Rs. 15.58 crore out of which Rs.0.03 crore relates to initial deposit made through company’s internal accruals.

(iv) Delay in implementation of the object(s):

	Completion Date	Completion Date	Delay (no. of	Comments of the Board of Directors	Comments of the Board of Directors
Objects	As per the offer		days/		Proposed course of
				Reason of delay
	document	Actual	months)		action
Redemption of Preference Shares	To be utilized within 18 months from the receipt of the funds.	March 28,2025	No delay	Nil	Nil
Payment of Overdues Liabilities		Ongoing	Not applicable	Nil	Nil
Investment in SubsidiaryCompany		Ongoing	Not applicable	Nil	Nil
Capex includingSolar Project		Ongoing	Not applicable	Nil	Nil
WorkingCapital Requirements		Ongoing	Not applicable	Nil	Nil
General Corporate Purpose		Ongoing	Not applicable	Nil	Nil

The company has received total amount of Rs.56.71 crore till March 31, 2025 in multiple transactions. The details of receipt of funds and its utilization are as follows:

Date	Amount (Rs. In crore)	Completion Date for the tranche as per timeline mentioned in the offer document	Actual completion date
21/03/2025	0.86	12-09-2026	28-03-2025
26/03/2025	0.86	17-09-2026	28-03-2025
27/03/2025	17.83	18-09-2026	28-03-2025
27/03/2025	16.34	18-09-2026	Ongoing
27/03/2025	5.83	18-09-2026	Ongoing
29/03/2025	7.65	20-09-2026	Ongoing
29/03/2025	7.35	20-09-2026	Ongoing

5) Details of utilization of proceeds stated as General Corporate Purpose (GCP) amount in the offer document:

			Source of information / certifications considered by Monitoring Agency for preparation of report
		Amount
Sr. No	Item Head^			Comments of Monitoring Agency	Comments of the Board of Directors
		in Rs. Crore
No utilization during Q4FY25

^ Section from the offer document related to GCP: Not expressly mentioned in the postal ballot and FORM PAS 4.

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Disclaimers to MA report:

a) a) This Report is prepared by CARE Ratings Limited (hereinafter referred to as “Monitoring Agency/MA” ). The MA has taken utmost care to ensure accuracy and objectivity while developing this Report based on the information provided by the Issuer and information obtained from sources believed by it to be accurate and reliable. The views and opinions expressed herein do not constitute the opinion of MA to deal in any security of the Issuer in any manner whatsoever.

b) This Report has to be seen in its entirety; the selective review of portions of the Report may lead to inaccurate assessments. For the purpose of this Report, MA has relied upon the information provided by the management /officials/ consultants of the Issuer and third-party sources like statutory auditors (or from peer reviewed CA firms) appointed by the Issuer believed by it to be accurate and reliable.

c) Nothing contained in this Report is capable or intended to create any legally binding obligations on the MA which accepts no responsibility, whatsoever, for loss or damage from the use of the said information. The MA is also not responsible for any errors in transmission and specifically states that it, or its directors, employees do not have any financial liabilities whatsoever to the users of this Report.

d) The MA and its affiliates do not act as a fiduciary. The MA and its affiliates also do not act as an expert to the extent defined under Section 2(38) of the Companies Act, 2013. While the MA has obtained information from sources it believes to be reliable, it does not perform an audit and undertakes no independent verification of any information/ certifications/ statements it receives from auditors (or from peer reviewed CA firms), lawyers, chartered engineers or other experts, and relies on in its reports.

e) The MA or its affiliates may have other commercial transactions with the entity to which the report pertains. As an example, the MA may rate the issuer or any debt instruments / facilities issued or proposed to be issued by the issuer that is subject matter of this report. The MA may receive separate compensation for its ratings and certain credit-related analyses, normally from issuers or underwriters of the instruments, facilities, securities or from obligors.

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