Your Directors are pleased to present the 54^th (Fifty Fourth) Annual Report of Kinetic Engineering Limited (KEL) along with
the Audited Financial Statements (Standalone as well as Consolidated) for the financial year ended 31^st March, 2025. This
Board's Report is prepared based on the standalone financial statements of the Company and presents the key highlights of
performance of subsidiary and their contribution to the overall performance of the Company during the year under review.

1 FINANCIAL SUMMARY AND HIGHLIGHTS (_H i_n l _akhs

During the financial year, your Company has achieved
net profit of H654.28 Lakhs, a 26.48% jump over the
previous year's profit. It also achieved revenue of
H15,423.75 lakhs as compared to last year's revenue of
H15,199.38 Lakhs.

Your company continues to pursue its strategy of adding
new strategic customers & programs and exports led
growth while investing in cost saving initiatives and
improved profitability.

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

Your Directors do not propose to transfer any amounts
to the general reserves of the Company, instead have
recommended to retain the entire profits for the
financial year ended 31^st March, 2025 in the profit and
loss account.

3. DIVIDEND

Considering the future business expansion & growth of
the Company Board does not recommend any dividend
for the Financial Year 2024-25. Your Company's policy on
Dividend Distribution is available at www.kineticindia.
com/policies under Investor Relations Section.

4. STATE OF THE COMPANY'S AFFAIRS

The performance of businesses is detailed out in the
Management Discussion and Analysis Report, which
forms part of the Annual Report.

5. MATERIAL CHANGES AND COMMITMENTS, IF
ANY, AFFECTING THE FINANCIAI POSITION
OF THE COMPANY, HAVING OCCURRED SINCE
THE END OF THE YEAR AND TILL THE DATE OF
THE REPORT

There were no material changes and commitments
affecting the financial position of the Company between
the end of the financial year and the date of this report.

6. CHANGE IN THE NATURE OF BUSINESS

The Company has not changed its nature of business
during the financial year ended 31^st March, 2025.

7. CAPITAL AND DEBT 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 H1,95,90,82,530/- comprises of Equity and
Preference shares.

During the year following changes were made in Share
Capital:

Ý Board in their meeting held on 21/01/2025

converted 80,000 Optionally Convertible Cumulative
Preference Shares (OCCPS) into Equity Shares
Capital.

Ý Board in their meeting held on 27/03/2025

redeemed all the outstanding fully paid up
Preference Shares through the proceeds of
convertible warrants amounting H19,63,52,260/-

Ý Board in their meeting held on 27/03/2025 issued
the 93,56,725 Convertible Warrants ("Warrants”) by
way of Preferential Issue.

Ý Board in their meeting held on 29/03/2025

converted 11,69,591 warrants into equity shares
and made allotment of the 11,69,591 equity shares.

Ý Board in their meeting held on 09/04/2025 issued
the 4,00,000 Convertible Warrants ("Warrants”) by
way of Preferential Issue.

8. INVESTOR EDUCATION AND PROTECTION FUND
(IEPF)

Pursuant to the Section 124 applicable provisions
of the Companies Act, 2013, read with the Investor
Education and Protection Fund Authority (Accounting,
Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules”),
all the unpaid or unclaimed dividends are required to
be transferred to the IEPF established by the Central
Government, upon completion of seven (7) years. Further,
according to the Investor Education & Protection Fund
("IEPF”) Rules, the shares in respect of which dividend
has not been paid or claimed by the Shareholders
for seven (7) consecutive years or more shall also be
transferred to the demat account created by the IEPF

Authority. Your Company does not have any unpaid or
unclaimed dividend which is required to be transferred
to the IEPF as on the date of this Report.

9. MANAGEMENT

Directors and Key Managerial Personnel

As on 31^st March, 2025 our Board comprised of eight
members, headed by a Non- Executive Chairman, One
Executive Director and Six Non-Executive Directors, where
in five are Independent Directors. The composition of
Board is in accordance with the requirements of Listing
Regulations 2015 & Companies Act, 2013.

Changes in Directors and Key Managerial
Personnel during year

Mr. Rohit Prakash Bafana has completed his term as an
Independent Director in Company and consequently
ceased to be a Director of the Company with effect
from 13^th February, 2024. The board has appointed

him as an Independent Director w.e.f. 30^th May, 2024
and subsequently members approved his appointment
through postal ballot dated 30^th June, 2024. Further
Mrs. Sulajja Firodia Motwani resigned from the
directorship of the company with effect from 3^rd
October, 2024.

In the last AGM held on 30^th September, 2024 shareholder
approved the reappointment of Mrs. Jayashree Arun
Firodia as a Non-Executive Director. Further Board
proposed the reappointment of Mr. Jinendra Hirachand
Munot, Independent Director for second term of 5 (Five)
consecutive years commencing from 20^th October, 2025
up to 19^th October, 2030. Further Board proposed the
reappointment of Mr. Venkataiah Madipalli, Independent
Director for second term of 5 (Five) consecutive
years commencing from 10^th February, 2026 to 9^th
February, 2031.

Mr. Ajinkya Arun Firodia, Director of the Company, who
retires by rotation, being eligible, offers himself for re¬
appointment at the ensuing Annual General Meeting.
Further Mr. Shashikant Shivanand, who was appointed
as an Additional Director (Non-Executive, Non¬
Independent) of the Company on 28^th July, 2025, holds
office up to the ensuing Annual General Meeting and,
being eligible, offers himself for appointment.

During the year Mr. Ajinkya Arun Firodia step down
from the position of the Chief Financial Officer with
effect from 14^th February, 2025 and Mr. Vinayak Jayaram
Shevade appointed as a Chief Financial Officer of the
company with effect from 15^th February, 2025.

Declaration given by Independent Directors

The independent directors have submitted a declaration
of independence, stating that they meet the criteria of
independence as provided under section 149(6) of the
Companies Act, as amended, and regulation 16 of the
SEBI Listing Regulations.

The independent directors have also confirmed
compliance with the provisions of rule 6 of Companies
(Appointment and Qualifications of Directors) Rules,
2014, as amended, relating to inclusion of their name
in the databank of independent directors. The Board
took on record the declaration and confirmation
submitted by the independent directors regarding them
meeting the prescribed criteria of independence, after
undertaking due assessment of the veracity of the same
in terms of the requirements of regulation 25 of the SEBI
Listing Regulations.

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

The Company has in place a familiarization program for
its Independent Directors. The objective of the program
is to familiarize Independent Directors on our Board
with the business of the Company, industry in which
the Company operates, business model, challenges etc.
through various programs which includes interaction
with subject matter experts within the Company,
meetings with our functional leads etc. on regular basis.

Statement regarding Opinion of the Board with regard
to Integrity, Expertise and Experience (Including the
Proficiency) of the Independent Directors appointed
during the Year

During the year Mr. Rohit Prakash Bafana was appointed
as an independent Director of the Company. In the
opinion of the Board, there has been no change in
the circumstances which may affect his status as
Independent Directors of the Company and the Board
is satisfied of the integrity, expertise and experience
(including proficiency in terms of Section 150(1) of the
Act and applicable rules thereunder) of Independent
Directors on the Board.

Board Meetings

The Board met Seven (7) times during the financial
year 2024-25 viz. 30^th May 2024, 14^th August 2024, 14^th
November 2024, 21^st January 2025, 14^th February 2025,
27^th March 2025 and 29^th March 2025.

Audit Committee

AH the Committee members are Non-Executive

Independent Directors. AH 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

AH 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.

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 www.kineticindia.
com/policies under Investor Relations Section.

Stakeholders Relationship Committee

The Committee assists the Board and the Company in
maintaining healthy relationships with all stakeholders.
AH 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 Company was not covered under the regulation
21 of the Securities & Exchange Board of India (Listing
Obligations & Disclosure Requirements) Regulations,
2015. Hence it's not required to form Risk Management
Committee.

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 Companies Act, 2013,
your Directors, based on the representations received
from the Operating Management, and after due enquiry,
confirm that:

(a) In the preparation of the annual accounts for the
Financial Year ended 31^st March, 2025 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 31^st March, 2025;

(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 31^st
March, 2025;

(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 31^st March, 2025.

10. INTERNAL FINANCIAL CONTROLS

The Company has adequate internal control system
commensurate with its size and nature of business
for ensuring efficiency of operations, adherence to
management policies and protection of company's
assets. The Company's Audit Committee periodically
reviews the internal control systems and compliance
with Company's policies, procedures and laws.

11. DISCLOSURES RELATING TO SUBSIDIARIES,
ASSOCIATES AND JOINT VENTURES

As of 31^st March, 2025 your Company have one
subsidiary company i.e. Kinetic Watts and Volts Limited.
The statement under Section 129(3) of the Companies
Act, 2013 in respect of the subsidiaries in Form AOC-1
is attached as Annexure III. The Consolidated Accounts
of your Company duly audited by the Statutory Auditors
are presented as part of this Report. Apart from this
subsidiary Company does not have any other subsidiary,
associate or a joint venture company.

12. DEPOSITS

During the year under review, your Company had not
accepted any deposits within the meaning of provisions
of Chapter V - Acceptance of Deposits by Companies
of the Companies Act, 2013 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

During the year under review, your Company has
undertaken Related Party Transaction which are
executed in the ordinary course of business and at arm's
length basis. As required under the Listing Regulations,

2015, Related party transactions are placed before the
Audit Committee for approval. At the beginning of the
financial year, prior approval of the Audit Committee
is obtained on an omnibus basis for continual
transactions. The corresponding actual transactions
then become a subject of review by the Committee at
subsequent meetings.

There has been no materially significant Related Party
Transactions during the year under review, having
potential conflict with the interest of the Company.
Necessary disclosures required under the Accounting
Standard (AS) have been made in the Notes to the
Financial Statements for the year ended 31^st March, 2025.

Pursuant to clause (h) of sub-section (3) of section 134
of the Act and Rule 8(2) of the Companies (Accounts)
Rules, 2014), the statement containing details of the
related party transaction at the arm's length in the Form
AOC-2, has been attached to this report as Annexure II.

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 is available on the Company's website
at www.kineticindia.com/policies under Investor
Relations Section.

15. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company is not having a net worth of H500 Crores
or more or its turnover does not exceed H1,000 Crores or
more or its net profit does not exceed H5 Crores or more
and hence, it is not required to frame a CSR policy or
spend amount on CSR as per the provisions of Section
135 of Companies Act, 2013.

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 Management has put in place adequate and
effective system and man power for the purpose of risk
management. To identify the risk associated with the
Company well in advance and implement appropriate
mechanism to mitigate the risk is an essence of business.
The management and every employee of the Company is
committed to observe the risk management techniques.

18. MATERIAL ORDERS OF JUDICIAL BODIES /
REGULATORS

There are no significant and material orders passed
by the Regulators or Courts or Tribunals which would
impact the going concern status of the Company.

19. AUDITORS
Statutory Auditor

The Board has approved the appointment of M/s
Pawan Jain & Associates (FRN: 0107867W) Chartered
Accountants, Pune to hold office for five years until the
conclusion of Annual General Meeting to be held in the
calendar year 2027 in accordance with the provisions of
Section 139 of the Companies Act, 2013.

Auditors' Report

There are no qualifications, reservations or adverse
remarks made by M/s Pawan Jain & Associates, Statutory
Auditors, in their report for the financial year ended 31^st
March, 2025.

Pursuant to the provisions of Section 143(12) of the
Companies Act, 2013, the statutory auditors have not
reported any incident of fraud to the Audit Committee
during the year under review.

Secretarial Audit

Mr. Dinesh BirLa, proprietor of M/s. Dinesh Birla and
Associates, Practicing Company Secretaries was
appointed by the Board to conduct the audit of the
Company's Secretarial Records in respect of the financial
year 2024-25 (Refer Annexure - VI).

Pursuant to the provisions of Section 143(12) of the
Companies Act, 2013, the secretarial auditors have not
reported any incident of fraud to the Audit Committee
during the year under review.

Secretarial Auditor

In line with the amended Regulation 24A of the Listing
Regulations, the Board has approved the appointment
of Mr. Dinesh Birla, Proprietor of M/s. Dinesh Birla &
Associates, as the Secretarial Auditors of the Company
for a term of 5 consecutive years with effect from
FY 2025-26 to FY 2029-30 subject to approval of the
shareholders at ensuing AGM.

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

Neither any appLication was made, nor any proceeding
is pending under the InsoLvency and Bankruptcy Code,
2016, against the Company.

During the year the Company has not made any
application under the Insolvency and Bankruptcy Code,
2016 and no proceeding is pending under the Code.

22. EXTRACT OF ANNUAL RETURN

Pursuant to the provisions of Section 134(3) (a) and
Section 92(3) of the Act read with Rule 12 of the
Companies (Management and Administration) Rules,
2014, the draft of the Annual Return of the Company for
the financial year 31^st March, 2025 is uploaded on the
website of the Company and can be accessed at www.
kineticindia.com under Investor Relations Section.

23. ONE TIME SETTLEMENT AND VALUATION

During the year the Company has not made any one¬
time Settlement and Valuation.

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

The Company has in place, the requisite Internal
Committee as envisaged in the Sexual Harassment
of Women at WorkpLace (Prevention, Prohibition and
RedressaL) Act, 2013. No compLaints on the issues
covered by the above Act were received, during the
year. During the year Company conducted multiple
training session and programs for stakehoLders on the
prevention of sexual harassment at work place.

POSH Policy of the Company is available on the
Company's website at www.kineticindia.com/poLicies
under Investor ReLations Section.

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

During the year no companies come or ceased to be its
subsidiaries, joint ventures or associate companies.

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

The information required under Section 197 read
with Rule 5 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is
annexed as Annexure V and forms part of this Report.

27. DETAILS OF ESTABLISHMENT OF VIGIL
MECHANISM

Your Company has established a Vigil Mechanism/
Whistle Blower Policy to enable stakeholders (including
Directors and employees) to report unethical behaviour,
actual or suspected fraud or violation of the Company's
Code of Conduct. The Policy provides adequate safeguards
against victimization of Director(s)/empioyee(s) and
direct access to the Chairman of the Audit Committee
in exceptional cases. The Protected Disclosures, if any
reported under this Policy will be appropriately and
expeditiously investigated by the Chairman.

Your Company hereby affirms that no Director/Employee
have been denied access to the Chairman of the Audit
Committee and that no complaints were received during
the year. The Policy can be accessed from the company's
website at www.kineticindia.com/policies under Investor
Relations Section.

28. OTHER DISCLOSURES

Consolidated Financial Statements: The Consolidated
financial statements of the Company and its subsidiaries
for FY 2024-25 are prepared in compliance with the
applicable provisions of the Companies Act, 2013
and as stipulated under Regulation 33 of the Listing
Regulations as well as in accordance with the Indian
Accounting Standards notified under the Companies
(Indian Accounting Standards) Rules, 2015. The audited
consolidated financial statements together with the
Independent Auditor's Report thereon forms part of this
Annual Report.

Internal Audit: The Company has the Internal Audit
department which provides an appropriate level of
assurance on the design and effectiveness of internal
controls, its compliance with operating systems and
policies of the Company at all locations. Based on
the internal audit report, process owners undertake
corrective actions in their respective areas and thereby
strengthen the controls. Significant audit observations
and corrective measures thereon are presented to the
Audit Committee.

Credit Rating of Securities: CRISIL Ratings has assigned
its 'CRISIL BB /Stable' rating to the bank facilities of
Kinetic Engineering Limited (KEL).

Industrial Relations: During the year under review, the
industrial relations remained cordial.

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 Report:

There was no revision in the Financial Statements.

Director Knowledge Session: During the year under
the review Company conducted session on topic likes
future economic outlook in automobile industry, legal
& regulatory updates, skill & knowledge improvements
etc. Majority directors attained these sessions.

29. ADDITIONAL DISCLOSURES UNDER LISTING
REGULATIONS

Statement of deviation or variation: There was no
deviation or variation in connection with certain terms
of preferential issue, OCCPS, etc.

Management Discussion and Analysis Report:
Management Discussion and Analysis as required under
Schedule V of the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 ("Listing Regulations”) is provided
separately in the Annual Report.

Corporate Governance Report: Your Directors are pleased
to report that your Company strives to ensure that best
corporate governance practices are identified, adopted
and consistently followed. Your Company believes that
good governance is the basis for sustainable growth
of the business and for enhancement of stakeholder's
value. Pursuant to Regulation 34 of SEBI (Listing

Obligations and Disclosure Requirements) Regulations,
2015, a separate Section titled Report on Corporate
Governance has been included in this Integrated
Annual Report and the certificate of M/s. Pawan Jain &
Associates., Chartered Accountants, Pune the Statutory
Auditors of the Company certifying compliance with the
conditions of Corporate Governance as stipulated under
relevant Regulations of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 is obtained
and annexed with the report on Corporate Governance.

Suspension of Trading: The Company's securities were
not suspended for trading during the year.

30. ACKNOWLEDGEMENT

The Directors' express their sincere thanks to Central &
State Governments, Financial Institutions, banks who

have extended their support in form of Credit Facilities,
suppliers and stakeholders for the support extended
to the Company and also wish to place on record their
appreciation of the dedicated services rendered by the
employees of the Company.

On behalf of the Board of Directors
For Kinetic Engineering Limited

S/d

Arun Hastimal Firodia

Date: 4^th August, 2025 Chairman

Place: Pune (DIN: 00057324)