Your Directors are pleased to present the 55^th (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 Board's Report has been prepared based on the standalone financial statements of the
Company. It also highlights the performance of the Company's subsidiary and its contribution to
the overall performance of the Company during the year under review.

1. FINANCIAL SUMMARY AND HIGHLIGHTS

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 Company's 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 Company's Dividend Distribution Policy is available on the Company's 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 COMPANY'S AFFAIRS

The Company's 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.

Note: During the financial year, 31,00,000 Equity Shares were allotted on March 77, 2026 pursuant
to conversion of warrants. The said Equity Shares were pending listing/trading approval as at
March 37, 2026.

Note: On March 74, 2027, the members of the Company approved the issue of 77,70,862 Equity
Shares pursuant to the conversion of loan into Equity Shares. However, only 72,88,569 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.

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 Director’s
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
Company's 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 Company's
business and the environment in which it operates.

The details of the Familiarisation Programme imparted to the Independent Directors are
available on the Company's 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 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 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 arm's 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 arm's
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 Company's 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 Company's 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 Auditor's 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 54^th 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 Management's
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 54^th 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:

POSH Policy of the Company is available on the Company's 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 Company's 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 Company's 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 Company's 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 Company’s 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 -

Details of revision of financial statement or the Board’s Report:

During the financial year under review, no revision of the Financial Statements or the Board's
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 Company's
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:

of applicable laws and regulations. Actual results maydiffer from rhose expressed in the
statements.

33. ASKROWLEDGEMENT

Your Dirertors wiah to soavey 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 apprecia^rion to customers, shareholders, vendors, bankers,
business associates, regulatory and government authorities for their continued support.

By Order wf tSo Board wf Directors
For KindSic Enginooring LimiSoT

ST/-

Dato: August 03, 2026 Arun Hassim^ FirwTia

Place: Pune Chairman

(DIN: 00057324)

32. CAUTIONARY STATEMENT

Statements in the Board’s Report and the Management Discussion & Analysis Report describing
the Company’s objectives, expectations or forecasts may be forward-looking within the meaning