Kinetic Engineering Ltd Directors Report

To The

Your Directors are pleased to present the 55th (Fifty-Fifth) Annual Report of Kinetic Engineering Limited ("the Company" or "KEL"), together with the Audited Standalone and Consolidated Financial Statements for the financial year ended March 31, 2026.

This Boards Report has been prepared based on the standalone financial statements of the Company. It also highlights the performance of the Companys subsidiary and its contribution to the overall performance of the Company during the year under review.

1. FINANCIAL SUMMARY AND HIGHLIGHTS

(Rs. in Lakhs)

Particulars	Standalone		Consolidated
	March 31, 2026	March 31, 2025	March 31,2026	March 31, 2025
Revenue from Operations	15,031.44	14,246.45	15,774.83	14,246.45
Other Income	798.57	1,250.62	865.77	1,281.56
Total Income	15,830.01	15,497.07	16,640.60	15,527.02
Operating & Other Expenses	14,433.85	13,683.73	15,263.42	13,745.49
Finance Cost	582.49	490.21	582.49	490.21
Depreciation and Amortization expense	507.35	649.80	632.01	668.74
Total Expenses	15,523.69	14,823.74	16,477.92	14,907.44
Profit Before Exceptional Items	306.32	673.33	162.68	622.58
Exceptional Items - Wage code revision - Gratuity Past service cost	-75.51	-	-75.51	-
Profit Before Tax (PBT)	230.81	673.33	87.18	622.58
Tax Expenses	0.00	0.00	0.00	0.00
Profit After Tax (PAT)	230.81	673.33	87.18	622.58

On a consolidated basis, the Company achieved revenue from operations of ?15,774.83 lakh during FY 2026, as compared to ?14,246.45 lakh in the previous financial year, reflecting a growth of 10.73%. The Company closed the year with a Profit after Tax (PAT) of ?87 lakh.

On a standalone basis, the Company achieved revenue from operations of ?15,031.44 lakh during FY 2026, as compared to ?14,246.45 lakh in FY 2025, reflecting a growth of 5.51%. The Company closed the year with a Profit after Tax (PAT) of ?230.81 lakh.

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

Your Directors do not propose to transfer any amount to the General Reserve for the financial year ended March 31, 2026. Accordingly, the entire profit for the year has been retained in the Statement of Profit and Loss.

3. DIVIDEND

In view of the Companys future growth plans and business expansion requirements, the Board of Directors has not recommended any dividend for the financial year ended March 31, 2026.

The Companys Dividend Distribution Policy is available on the Companys website under the Investor Relations section at https://kineticindia.com/policies-and-codes/ and includes the parameters as set out in Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 (“SEBI Listing Regulations”).

4. STATE OF THE COMPANYS AFFAIRS

The Companys business performance and key developments during the year are discussed in detail in the Management Discussion and Analysis Report, which forms part of this Annual Report.

5. 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

No material changes and commitments, other than disclosed as part of this report, affecting the financial position of the Company have occurred between March 31, 2026 and the date of the report.

6. CHANGE IN THE NATURE OF BUSINESS

During the period under review, there is no change in the nature of business of the Company.

7. CAPITAL STRUCTURE Authorized share capital

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

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	Value Per Share	Authorised Capital		Issued Capital		Subscribed Capital and Paid up Capital
		No. of Shares	Amount	No. of Shares	Amount	No. of Shares	Amount
Equity Shares	10	5,30,13,932	53,01,39,320	2,73,93,384	27,39,33,840	2,69,11,091	26,91,10,910
8.00% Optionally Convertible Cumulative Preference Shares	120	80,000	96,00,000	0	0	0	0
Optionally Convertible Cumulative Preference Shares	65	8,30,154	5,39,60,010	0	0	0	0
8.5% New Optionally Convertible Cumulative Preference Shares	65	11,76,650	7,64,82,250	0	0	0	0
Redeemable Cumulative Preference Shares	156	3,20,500	4,99,98,000	0	0	0	0
Optionally Convertible Cumulative Preference Shares	156	1,02,000	1,59,12,000	0	0	0	0
Preference Shares	10	12,22,99,095	1,22,29,90,950	0	0	0	0

Note: During the financial year, 31,00,000 Equity Shares were allotted on March 11, 2026 pursuant to conversion of warrants. The said Equity Shares were pending listing/trading approval as at March 31, 2026.

Note: On March 14, 2021, the members of the Company approved the issue of 17,70,862 Equity Shares pursuant to the conversion of loan into Equity Shares. However, only 12,88,569 Equity Shares were subsequently allotted. Accordingly, there is a difference of 4,82,293 Equity Shares between the number of Equity Shares approved for issue and the Equity Shares actually allotted, resulting in a corresponding difference in the Issued, Subscribed and Paid-up Share Capital.

8. INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to the provisions of Section 124 of the Companies Act, 2013, read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules"), all unpaid or unclaimed dividends are required to be transferred to the Investor Education and Protection Fund ("IEPF") established by the Central Government upon the expiry of seven (7) years from the date they become due for payment.

Further, in accordance with the IEPF Rules, the equity shares in respect of which dividend has not been claimed by the shareholders for seven (7) consecutive years or more are also required to be transferred to the demat account of the IEPF Authority.

As on the date of this Report, the Company does not have any unpaid or unclaimed dividend that is required to be transferred to the IEPF. Accordingly, no equity shares are liable to be transferred to the demat account of the IEPF Authority.

9. MANAGEMENT

Directors and Key Managerial Personnel

As on March 31, 2026, the Board of Directors of the Company comprised nine Directors, consisting of one Non-Executive Chairman, one Executive Director, and seven Non-Executive Directors, including five Independent Directors. The composition of the Board was in conformity with the provisions of the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, ensuring an appropriate balance of executive and non-executive representation, with an optimum mix of skills, expertise, and independent judgment.

The appointment and remuneration of Directors are governed by the Policy devised by the Nomination and Remuneration Committee of your Company. The detailed terms of reference of the Nomination and Remuneration Committee is provided in this report.

A. Retirement by rotation and subsequent re-appointment

Pursuant to the provision of section 152 of the Act, Dr. Arun Hastimal Firodia (DIN: 00057324), Chairman and Non-executive Director, is liable to retire by rotation and being eligible for re-appointment at the ensuing Annual General Meeting (“AGM”) of the Company, has offered himself for reappointment. His details as required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standards on General Meetings issued by the Institute of Company Secretaries of India are contained in the accompanying Notice convening the ensuing AGM of the Company. An appropriate resolution seeking the shareholders approval for his re-appointment as Chairman and Non-Executive Director is included in the Notice of the AGM.

B. Changes in Directors and Key Managerial Personnel (“KMP”) during year under review.

During the year under review, the following changes have taken place in the Board of Directors and Key Managerial Personnel of the Company.

Sr. No.	Name of Director and KMP	Designation	Appointment/ Resignation /Change in Designation	Date
1.	Mr. Shashikant Shivanand Gulve	Additional Director (Non-Executive Non- Independent Director)	Appointment	28/07/2025
2.	Mr. Shashikant Shivanand Gulve	Director (Non- Executive Non- Independent Director)	Change in Designation	30/09/2025 w.e.f. 28/07/2025
3.	Mr. Jinendra hirachand Munot	Independent Director	Re-appointment for second term	20/10/2025
4.	Mr. Venkataiah Madipalli	Independent Director	Re-appointment for second term	10/02/2026

C. Declaration from the Independent Directors

The Company has, inter alia, received the following declarations from all the Independent Directors confirming that:

a) they meet the criteria of independence as prescribed under the provisions of the Act, read with Schedule IV and Rules issued thereunder, and the Listing Regulations. There has been no change in the circumstances affecting their status as Independent Directors of the Company;

b) they have complied with the Code for Independent Directors prescribed under Schedule IV to the Act; and they have registered themselves with the Independent Directors Database maintained by the Indian Institute of Corporate Affairs and have qualified the online proficiency self-assessment test or are exempted from passing the test as required in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualifications of Directors) Rules, 2014.

None of the Directors of the Company are disqualified from being appointed as Directors as specified under Section 164(1) and 164(2) of the Act read with Rule 14(1) of the Companies (Appointment and Qualifications of Directors) Rules, 2014 or are debarred or disqualified by the Securities and Exchange Board of India (“SEBI”), Ministry of Corporate Affairs (“MCA”) or any other such statutory authority.

All members of the Board and the Senior Management Personnel have affirmed compliance with the Code of Conduct for Board and Senior Management Personnel for the financial year 2025-26. The Company has obtained a certificate from an independent Practising Company Secretary confirming that none of the Directors on the Board of the Company has been debarred or disqualified from being appointed or continuing as a Director by the Securities and Exchange Board of India (SEBI), the Ministry of Corporate Affairs (MCA), or any other statutory authority.

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.

Familiarization Program for Independent Directors

Pursuant to Regulation 25(7) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has in place a Familiarisation Programme for its Independent Directors with an objective to familiarise them with the Company, its business operations, industry dynamics, business model, strategic priorities, regulatory environment, governance practices and their roles, rights and responsibilities as Directors.

The Familiarisation Programme includes presentations by the senior management on the Companys business performance, operations, industry developments, legal and regulatory updates, risk management framework, internal control systems and other significant matters. The Independent Directors are also provided with opportunities to interact with the senior management and functional heads to gain a comprehensive understanding of the Companys business and the environment in which it operates.

The details of the Familiarisation Programme imparted to the Independent Directors are available on the Companys website under the Investor Relations section at

https://kineticindia.com/policies-and-codes/.

Opinion of the Board on the Integrity, Expertise and Experience (including Proficiency) of Independent Directors

In the opinion of the Board, all the Independent Directors possess the requisite integrity, expertise, experience, proficiency and qualifications required to effectively discharge their duties and responsibilities. The Board is satisfied that the Independent Directors appointed on the Board have the appropriate skills, knowledge, experience and competence in their respective fields and continue to provide valuable guidance and independent judgment on matters concerning the Company.

Board Meetings

The Board met Eight (8) times during the financial year 2025-26 viz. April 09, 2025, May 13, 2025, July 28, 2025, August 04, 2025, September 24, 2025, November 12, 2025, February 03, 2026 and March 11, 2026.

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.

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 provisions of Regulation 21 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 relating to the constitution of a Risk Management Committee are not applicable to the Company during the financial year under review. Accordingly, the Company is not required to constitute a Risk Management Committee.

The details with respect to the composition, terms of reference, number of meetings held and business transacted by the aforesaid Committees are given in the “Corporate Governance Report” of the Company.

Independent Director Meeting:

During the year under review, a separate meeting of the Independent Directors was held on March 11, 2026, with no participation of Non- Independent Directors or the Management of the Company. The Independent Directors had discussed and reviewed the performance of the Non- Independent Directors and the Board as a whole and also assessed the quality, quantity and timeliness of the flow of information between the Management and the Board, which is necessary for the Board to effectively and reasonably perform its duties

Board Diversity and Policy on Directors 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 https://kineticindia.com/policies-and-codes/ under Investor Relations Section.

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 Non Independent 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 Act, the Board of Directors, to the best of its knowledge and ability, confirm that:

(a) In the preparation of the annual accounts for the Financial Year ended March 31, 2026 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 March 31, 2026;

(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 March 31, 2026;

(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 March 31, 2026.

10. INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls commensurate with the size, scale and complexity of its operations. These controls are designed to provide reasonable assurance regarding the orderly and efficient conduct of business, safeguarding of assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records, and the timely preparation of reliable financial information.

The adequacy and effectiveness of the internal financial controls are periodically reviewed by the Audit Committee. Based on such reviews and the evaluation carried out by the management, the Board is of the opinion that the Company has an adequate and effective internal financial control system, which was operating effectively during the financial year under review.

11. DISCLOSURES RELATING TO SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

As on March 31, 2026, the Company had one subsidiary, namely Kinetic Watts and Volts Limited. The statement containing the salient features of the financial statements of the subsidiary in Form AOC-1, as required under Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, forms part of this Annual Report as Annexure III.

The Consolidated Financial Statements of the Company, prepared in accordance with the applicable provisions of the Companies Act, 2013 and the Indian Accounting Standards (Ind AS), form an integral part of this Annual Report.

The Company does not have any associate company or joint venture as on March 31, 2026.

12. PUBLIC DEPOSITS

During the year under review your Company has not accepted any deposits from the public in terms of Section 73 and Section 74 of the Act 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

All Related Party Transactions entered into by the Company during the financial year under review were in the ordinary course of business and on an arms length basis. These transactions were in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations").

In terms of the SEBI Listing Regulations, all Related Party Transactions are placed before the Audit Committee for its prior approval. The Audit Committee grants omnibus approval for repetitive transactions proposed to be entered into during the financial year, subject to the criteria prescribed under the applicable laws. The details of Related Party Transactions entered into pursuant to such omnibus approvals are reviewed by the Audit Committee on a periodic basis.

During the financial year under review, the Company did not enter into any Related Party Transactions that were material or that were not in the ordinary course of business or on an arms length basis. Accordingly, there were no contracts or arrangements requiring disclosure in Form AOC-2 pursuant to Section 134(3)(h) read with Section 188 of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014. A Nil Form AOC-2 is annexed to this Report as Annexure II for disclosure purposes.

The disclosures relating to Related Party Transactions, as required under the applicable Indian Accounting Standards (Ind AS), form part of the Notes to the Standalone and Consolidated Financial Statements.

In accordance with Regulation 23(9) of the SEBI Listing Regulations, the Company has submitted the half-yearly disclosures of Related Party Transactions to BSE Limited within the prescribed timelines. 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 of Directors, is available on the Companys website under the Investor Relations section at https://kineticindia.com/policies- and-codes/.

15. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The provisions relating to Corporate Social Responsibility (CSR) under Section 135 of the Companies Act, 2013 are not applicable to the Company, as it did not meet any of the prescribed thresholds relating to net worth, turnover or net profit during the immediately preceding financial year. Accordingly, the Company was not required to constitute a Corporate Social Responsibility Committee, formulate a CSR Policy or undertake CSR expenditure during the financial year under review.

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 Company has established a structured risk management framework for identification, assessment, mitigation and monitoring of risks arising from its business operations. The Board periodically reviews the Companys risk profile and the adequacy of mitigation measures implemented by the Management.

The principal risks identified by the Company include, inter alia, business and economic risks, raw material price volatility, customer concentration, technology and product development risks, supply chain risks, financial risks, foreign exchange risks, regulatory and compliance risks and operational risks. Appropriate mitigation measures and internal controls have been implemented to manage these risks.

Based on the assessment undertaken during the year, the Board is of the opinion that there are no risks which, in its view, may threaten the existence of the Company. Further details of the risks and mitigation measures are provided in the Management Discussion and Analysis forming part of this Annual Report.

18. MATERIAL ORDERS OF JUDICIAL BODIES /REGULATORS

No significant material orders were passed by the Regulators/ Court /Tribunal which would impact the going concern status of the Company and its future operations.

19. AUDITORS

Statutory Auditor

Pursuant to the provisions of Section 139 of the Companies Act, 2013, M/s. Pawan Jain & Associates, Chartered Accountants (Firm Registration No. 107867W), were appointed as the Statutory Auditors of the Company to hold office for a term of five consecutive years until the conclusion of the Annual General Meeting of the Company to be held in the calendar year 2027.

Statutory Auditors Report

The Statutory Auditors have issued an unmodified opinion on the Standalone and Consolidated Financial Statements of the Company for the financial year ended March 31, 2026. The Auditors Report does not contain any qualification, reservation, adverse remark or disclaimer.

Further, pursuant to the provisions of Section 143(12) of the Companies Act, 2013, the Statutory Auditors have not reported any instance of fraud under Section 143(12) of the Act during the financial year under review.

Secretarial Auditor

During the year under review, the Members approved the appointment of M/s. Dinesh Birla & Associates, Practising Company Secretaries as the Secretarial Auditors of the Company, to hold office for a term of five consecutive years up to FY 2030.

Secretarial Auditors Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors and Shareholders in 54th Annual General Meeting had appointed M/s. Dinesh Birla & Associates, Practising Company Secretaries, to conduct the Secretarial Audit of the Company for the financial year ended March 31, 2026. The Secretarial Audit Report forms part of this Annual Report as Annexure - VI.

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s. Dinesh Birla & Associates, Practising Company Secretaries, were appointed to conduct the Secretarial Audit of the Company for the financial year ended March 31, 2026. The Secretarial Audit Report forms part of this Annual Report as Annexure - VI.

Further, pursuant to the provisions of Section 143(12) of the Companies Act, 2013, the Secretarial Auditor has not reported any instance of fraud under Section 143(12) of the Act during the financial year under review.

The Secretarial Audit Report contains certain observations, to which the Managements responses are as under:

1. Delay in disclosure of proceedings of the Annual General Meeting:

The delay of 9.30 hours in submitting the proceedings of the 54th Annual General Meeting to BSE was due to a technical glitch in the system. The Company subsequently resubmitted the proceedings along with the requisite clarification to BSE on October 08, 2025. The Auditor satisfied with the action taken by the Company.

2. Delay in publication of financial results:

The financial results were submitted to the newspaper publication agency on the date of the Board Meeting itself. However, publication was delayed by 2 days due to reasons attributable to the publisher/newspaper agency. The Auditor satisfied with the action taken by the Company.

3. Non-filing of Form MSME-1:

The filing of Form MSME-1 for the respective half-yearly periods could not be completed within the prescribed timelines due to non-availability of the requisite information/data from the concerned parties. The Company is in the process of collating and validating the requisite information and shall complete the filing of the applicable Form MSME-1 upon receipt and verification of the required data. The Company has also strengthened its internal compliance mechanism to ensure timely compliance going forward.

4. Difference in figures reported in Audited Financial Results and Annual Report:

The differences in certain figures, including Revenue from Operations, Other Expenses, Capital Work-in-Progress, Other Current Assets, Trade Payables and Other Current Liabilities, were due to regrouping, reclassification and presentation adjustments. The said adjustments had no impact on the net profit/(loss) of the Company. The Company has further strengthened its reconciliation and review process to ensure consistency in future disclosures.

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

During the financial year under review, no application was made, nor were any proceedings initiated or pending against the Company under the provisions of the Insolvency and Bankruptcy Code, 2016.

22. EXTRACT OF ANNUAL RETURN

The draft of Annual Return of the Company in Form MGT 7 in accordance with Section 92(3) of the Act is available on the website of the Company at https://kineticindia.com/annual-return/.

23. ONE TIME SETTLEMENT AND VALUATION

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

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

Your Company has a policy on Prevention of Sexual Harassment (“POSH”) at workplace and has put in place a Redressal mechanism for resolving complaints received with respect to sexual harassment and discriminatory employment practices for all genders. The Company has constituted Internal Complaints Committee which is responsible for redressal of complaints related to sexual harassment.

Details of the same as under as required:

Sr. No.	Particulars	Details
1	Number of complaints of sexual harassment received in the year	0
2	Number of complaints disposed off during the year	0
3	Number of cases pending for more than ninety days	0

POSH Policy of the Company is available on the Companys website at https://kineticindia.com/policies-and-codes/.

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

During the financial year under review, no company became or ceased to be a subsidiary, joint venture or associate company of the Company.

26. REMUNERATION OF THE DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP) / EMPLOYEES

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the prescribed format and annexed herewith as “Annexure V” and forms part of this Report.

However, in accordance with the provisions of Section 136 of the Act, the Annual Report is being sent to the Members and others entitled thereto, excluding the information on employees remuneration particulars as required under Rule 5 (2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The disclosure is available for inspection by the Members at the Registered Office of your Company during business hours on all working days of the Company up to the date of the ensuing AGM. Any Member interested in obtaining a copy thereof, may write an email to kelinvestors@kineticindia.com.

27. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM

The Company has established a Vigil Mechanism/Whistle Blower Policy in accordance with the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, to provide a mechanism for Directors, employees and other stakeholders to report genuine concerns regarding unethical behaviour, actual or suspected fraud, or violations of the Companys Code of Conduct.

The Policy provides adequate safeguards against victimisation of persons who avail of the mechanism and ensures direct access to the Chairperson of the Audit Committee in appropriate and exceptional cases. All protected disclosures received under the Policy are investigated in a fair, transparent and timely manner.

The Company affirms that during the financial year under review, no Director or employee was denied access to the Chairperson of the Audit Committee. Further, no whistle blower complaints were received during the year. The said Policy is available on the Companys website under the Investor Relations section at https://kineticindia.com/policies-and-codes/.

28. OTHER DISCLOSURES Consolidated Accounts:

The Consolidated financial statements for F.Y. 2025-26 have been prepared in line with Companies Act, 2013, Indian Accounting standards (IND-AS) and SEBI Listing Regulations, 2015, based on the audited financials of the Company and its Subsidiaries as approved by their Board.

Internal Audit:

The Company has a robust Internal Audit function commensurate with the size, scale and complexity of its operations. The Internal Audit function provides independent and objective assurance on the adequacy and effectiveness of the Companys internal control systems, risk management framework, governance processes, and compliance with applicable laws, internal policies and procedures. Based on the audit findings, appropriate corrective actions are initiated by the respective process owners to strengthen the control environment. Significant audit observations and the status of implementation of corrective actions are periodically placed before the Audit Committee for its review and guidance.

Credit Rating of Securities:

During the year under review, Care Ratings Limited, the credit rating agency has assigned a rating “CARE A4+” for short-term Bank Facilities and “CARE BB+” with “Stable” outlook for Long- term Bank Facilities.

Industrial Relations:

The Company continued to enjoy cordial and harmonious industrial relations during the year under review. The management remains committed to fostering a positive work environment based on mutual trust, respect and collaboration.

Prevention of Insider Trading:

Your Company has adopted a Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information, in accordance with the requirements of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations 2015, as amended from time to time.

The Company Secretary is the Compliance Officer for monitoring adherence to the said Regulations. The Code is displayed on the Companys website at https://kineticindia.com/policies- and-codes/.

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.

Return on equity:

Return on Equity of the Company for last three years -

Year	% of ROE (Standalone Basis)
2025-26	1.81
2024-25	8.23
2023-24	12.12

Details of revision of financial statement or the Boards Report:

During the financial year under review, no revision of the Financial Statements or the Boards Report was made pursuant to the provisions of Sections 130 and 131 of the Companies Act, 2013.

Director Knowledge Session:

During the year under review, the Company conducted knowledge and familiarisation sessions for the Directors on various topics, including the future economic outlook of the automobile industry, legal and regulatory developments, industry trends, and matters relating to business operations, governance, and skill enhancement.

Compliance with Maternity Benefit Act, 1961

The Company is compliant with the applicable provisions of the Maternity Benefit Act, 1961 and has policies, systems and processes in place to ensure ongoing compliance.

29. ADDITIONAL DISCLOSURES UNDER LISTING REGULATIONS

Statement of Deviation or Variation

Pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, there was no deviation or variation in the utilisation of proceeds raised through the preferential issue of securities, including Optionally Convertible Cumulative Preference Shares (OCCPS), or any other securities, during the financial year under review.

Management Discussion and Analysis Report:

The Management Discussion and Analysis Report, as stipulated under Schedule V to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, forms an integral part of this Annual Report.

Corporate Governance Report:

Your Directors reaffirm their commitment to maintaining the highest standards of corporate governance and believe that sound governance practices are fundamental to enhancing stakeholder value and achieving sustainable business growth.

Pursuant to Regulation 34 read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate section on Corporate Governance, together with the Management Discussion and Analysis Report, forms an integral part of this Annual Report.

The requisite certificate confirming compliance with the conditions of Corporate Governance, as prescribed under Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, issued by M/s. Pawan Jain & Associates., Chartered Accountants, Statutory Auditors of the Company, is annexed to the Corporate Governance Report.

Suspension of Trading:

The equity shares of the Company continued to remain listed and were actively traded on the Stock Exchanges throughout the financial year under review. The trading in the Companys securities was not suspended at any time during the year.

30. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR)

The provisions relating to the Business Responsibility and Sustainability Report (“BRSR”) under Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are not applicable to the Company, as the Company does not fall within the top 1,000 listed entities based on market capitalisation as on December 31, 2025. Accordingly, the Company has not included the BRSR in this Annual Report.

31. CONVERSION OF WARRANTS

Up to March 31, 2026, 42,69,591 warrants of Promoter Group were converted into an equivalent number of Equity Shares of the Company. The Equity Shares so allotted on March 11, 2029 were pending listing/trading approval as at March 31, 2026.

Further, till March 31, 2026, 4,00,000 warrants held by the non-Promoter Group were converted into an equivalent number of Equity Shares of the Company. Accordingly, the warrants allotted to the non-Promoter Group have been fully converted into Equity Shares.

As at March 31, 2026, 50,87,134 warrants remained outstanding, held by the Promoter and Promoter Group. The outstanding warrants are convertible into an equivalent number of Equity Shares of the Company, subject to the terms and conditions of the issue and applicable laws and regulatory approvals.

The details of the outstanding warrants as at March 31, 2026 are as follows:

Name wf Warrant Holder	No. of Warrants CpnvortoT SsII March 31, 2026	Balance No. of Warrants Outstanding as wn March 31, 2026
Jayashree Firodia Trust	21,46,791	20,23,266
Arun Firodia Trust	19,72,800	18,50,000
Arun Hastimal Firodia	1,50,000	12,13,868

32. CAUTIONARY STATEMENT

Statements in the Boards Report and the Management Discussion & Analysis Report describing the Companys objectives, expectations or forecasts may be forward-looking within the meaning

of applicable laws and regulations. Actual results may differ from those expressed in the statements.

33. ASKROWLEDGEMENT

Your Dirertors what to soavdy rhoir grttiaede md place o n record abelr aaptedation forall PSs employees at all levels for their hard work, solidarity, cooperation and dedication during the year.

Your Direttors sincerely convey tosir appreciarion to customers, shareholders, vendors, bankers, business associates, regulatory and government authorities for their continued support.

	By Order wf tSo Board wf Directors
	For Kinosic Enginooring LimiaoT
	st/-
Date: August 03, 2026	Arun Hassim^ FirwTia
Place: Pune	Chairman
	(DIN: 00057324)