Kinetic Engineering Ltd. — Capital/Financing Update 2025

Jan 21, 2025

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KEL:SH:SE

Date: 21[st] January, 2025

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

BSE Scrip Code: 500240

Subject: Outcome of Board Meeting held on 21[st] January, 2025, under Regulation 30 of the SEBI (LODR) Regulations, 2015.

Dear Sir/Madam,

Pursuant to the Regulation 30 read with Schedule III and 33 of the SEBI Listing Regulations and other regulations, if applicable, we hereby inform you that the Board of Directors of Kinetic Engineering Limited (the “Company”) at its meeting held today i.e. 21[st] January, 2025, have inter alia, approved the following -

1. Raising of funds by preferential issue of convertible warrants.

Issuance of upto 1,03,56,725 (One Crore Three Lakh Fifty Six Thousand Seven Hundred Twenty Five) warrants, each convertible into, or exchangeable for, one equity share within the period of 18 months from the date of allotment at a price of Rs. 171/- (Rupees One Hundred Seventy One Only) each (including a premium of Rs.161/(Rupees One Hundred Sixty One Only) aggregating upto Rs.1,77,09,99,975/- (Rupees One Hundred Seventy Seven Crores Nine Lakhs Ninety Nine Thousand Nine Hundred Seventy Five Only), to the specified Promoter(s) and Members of the Promoter Group and Non-promoter persons (“Warrant Holders”) by way of preferential issue in accordance with the applicable law and subject to necessary approval of the members of the Company and other regulatory authorities. (Detail disclosure refer Annexure A)

2. Allotment of 80,000 (Eighty Thousand) equity shares to Promotor Group upon conversion of OCCPS.

Allotment of 80,000 (Eighty Thousand) equity shares to Jayashree Firodia Trust (Promotor Group) upon conversion of equivalent number of Optionally Convertible Cumulative Preference Shares “OCCPS” in compliance with the applicable provisions of the Companies Act, 2013 and SEBI (ICDR) Regulations 2018. (Detail disclosure refer Annexure B)

3. Increased limit under Section 186 of the Companies Act, 2013.

Increased the limits from Rs.100 Crore to Rs.200 Crore for loans and investments by the Company pursuant to provisions of Section 186 of the Companies Act, 2013 subject to approval of the members of the Company.

The meeting of the Board of Directors commenced at 9.30 A.M. and concluded at 10.05 A.M.

Thanking You,

For Kinetic Engineering Limited

Chaitany Digitally signed by Chaitanya Mundra a Mundra Date: 2025.01.21 10:12:46 +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

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ANNEXURE A – ISSUANCE OF WARRANTS (EQUITY CONVERTIBLE WARRANTS)

Disclosure of Event and Information pursuant to Regulation 30 of the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015 read with SEBI circular SEBI/HO/CFD/PoD‐2/CIR/P/0155 dated November 11, 2024

S. No.	Particulars	Disclosures
1.	Type of securities proposed to be Issued	Convertible Warrants
2.	Type of issuance	Preferential Issue
3.	Total number of securities proposed to be issued or total amount for which the securities will be issued	Issuance of upto 1,03,56,725 (One Crore Three Lakh Fifty Six Thousand Seven Hundred Twenty Five) warrants, each convertible into, or exchangeable for, one equity share within the period of 18 months from the date of allotment at a price of Rs. 171/- (Rupees One Hundred Seventy One Only) each (including a premium of Rs.161/- (Rupees One Hundred Sixty One Only) aggregating upto Rs.1,77,09,99,975/- (Rupees One Hundred Seventy Seven Crores Nine Lakhs Ninety Nine Thousand Nine Hundred Seventy Five Only), to the specified Promoter(s) and Members of the Promoter Group and Non-promoter persons bywayofpreferential issue.
Additional information in case of preferential issue:
4.	Name of the Investors	1. Jayashree Firodia Trust 6. Sai Geeta Penumetsa 2. Arun Firodia Trust 7. Kapil Ahuja 3. Arun Hastimal Firodia 8. Mohanlal Hariprasad Saraf 4. Rohit Lohia 9. Shree Ram Colloids Private Limited 5. Transaction Square LLP 10. Tradelink Exim (India) Private Limited
5.	Post allotment of securities - outcome of the subscription, issue price / allotted price (in case of convertibles), number of investors	The details of the shareholding of the Proposed allottees in the Company prior to and after the Preferential Issue has been mentioned below. The Issue Price of the warrants is Rs.171/- as price determined as on Relevant Date in accordance with Regulation 164 (1) of the SEBI (ICDR) Regulation. The number of Investors is 10 (Ten).
6.	In case of convertibles - intimation on conversion of securities or on lapse of the tenure of the instrument	Each Warrant is convertible into One (1) equity share of Rs.10/- each and the conversion can be exercised at any time within a period of 18 months from the date of allotment of warrants, in one or more tranches, as the case may be and on such other terms and conditions as applicable. Option for conversion of warrants shall be available upon payment of full price of warrant before such exercise of option.
		LIST OF PROPOSED ALLOTTEES

SN	Name	Pre Preferenti	al Shareholding	No. of Convertible Warrants proposed to be allotted	*Pre Preferen	tial Shareholding
		No. of Equity Shares	% of Holding		No. of Equity Shares	% of Holding
1	Jayashree Firodia Trust	11,08,267	4.98	41,70,057	52,78,324	16.19
2	Arun Firodia Trust	0	0.00	38,22,800	38,22,800	11.73
3	Arun Hastimal Firodia	32,963	0.15	13,63,868	13,96,831	4.28
4	Rohit Lohia	0	0.00	2,00,000	2,00,000	0.61
5	Transaction Square LLP	0	0.00	2,00,000	2,00,000	0.61
6	Sai Geeta Penumetsa	0	0.00	2,00,000	2,00,000	0.61
7	Kapil Ahuja	0	0.00	1,00,000	1,00,000	0.31
8	Mohanlal Hariprasad Saraf	0	0.00	1,00,000	1,00,000	0.31
9	Shree Ram Colloids Private Limited	0	0.00	1,00,000	1,00,000	0.31
10	Tradelink Exim(India)Private Limited	0	0.00	1,00,000	1,00,000	0.31

*This preferential issue shareholding is on fully diluted basis with the assumption that all the convertible warrants will be converted into equity shares.

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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

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ANNEXURE B – ISSUANCE OF EQUITY SHARES ON CONVERSION OF OCCPS

Disclosure of Event and Information pursuant to Regulation 30 of the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015 read with SEBI circular SEBI/HO/CFD/PoD‐2/CIR/P/0155 dated November 11, 2024.

S. No.	Particulars	Particulars	Disclosures	Disclosures	Disclosures	Disclosures	Disclosures	Disclosures	Disclosures	Disclosures	Disclosures	Disclosures
1.	Type of securities proposed to be Issued		Equity Shares pursuant to conversion of Optionally Convertible Cumulative Preference Shares.
2.	Type of issuance		Preferential Allotment
3.	Total number of securities proposed to be issued or total amount for which the securities will be issued		Allotment of 80,000 Equity Shares at an issue price of Rs.10/- each upon conversion for equal number of Optionally Convertible Cumulative Preference Shares allotted at an issue price of Rs.120/- each aggregating to Rs.96,00,000 (Rupees Ninety Six Lakh Only).
Additional information in case of preferential issue:
4.	Name of the Investor			Name - Jayashree Firodia Trust
5.	Post allotment of securities – outcome of the subscription, issue price / allotted price (in case of convertibles), number of investor			Name of the Allottee(s)		Pre Issue Equity holding			No. of Shares allotted Upon conversion of OCCPS		Post issue Equity Holding after exercise of OCCPS
						No. of shares		%			No. of shares	%
				Jayashree Firodia Trust		10,28,267		4.64	80,000		11,08,267	4.98
				The number of Investor is 1 (One).
6.	In case of convertibles - intimation on conversion of securities or on lapse of the tenure of the instrument			Exercise of 80,000 Optionally Convertible Cumulative Preference Shares into 80,000 fully paid up Equity Shares of Rs.10/- each.
	The name of the allottee of Equity Shares pursuant to Conversion of OCCPS
Name of	Allottee	No. of OCCPS allotted			No. of OCCPS applied for conversion		No of equity Shares allotted			No of OCCPS pending for Conversion
Jayashree Firodia Trust		80,000			80,000		80,000			Nil

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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