Kinetic Trust Ltd

Financial performance

• Q1 ended 30 Jun 2026: revenue from operations 19.67; PAT 4.13; PBT 5.35; tax 1.22.
• Q1 EPS basic/diluted: 0.12.
• Year ended 31 Mar 2026: revenue from operations 175.12; total revenue 175.17; EPS 0.44.
• Total comprehensive income for the year: 14.76.
• CFO for the quarter ended 30 Jun 2026: cash outflow 15.28.
• CFO for the year ended 31 Mar 2026: 407.42.
• Cash and cash equivalents end of period: 94.22 as of 30 Jun 2026; 68.11 as of 31 Mar 2026.
• Auditor: Limited Review with unmodified opinion.

Balance sheet & liquidity

• Loans: 2,911.59 as at 30 Jun 2026; 3,474.43 as at 31 Mar 2026.
• Investments: 80.00; cash & cash equivalents: 94.22.
• Total assets: 3,143.67 as at 30 Jun 2026; 3,670.94 as at 31 Mar 2026.
• Total equity & liabilities: 3,143.67 as at 30 Jun 2026; 3,670.94 as at 31 Mar 2026.

Cash flow snapshot

• Net cash from financing activities: 562.84 (quarter).
• Net cash from investing activities: (521.45) (quarter).
• Net cash used in operating activities: (15.28) (quarter).

Financial results approved

• Unaudited standalone quarterly results approved for quarter ended 30-06-2026.

Meeting Details

• Date and time: 12 August 2026 at 03:30 PM.
• Location: Corporate office, 1406, 14th Floor, Vikram Tower, Rajendra Place, Delhi-110008.

Key Agenda Items

• Approve financial statements for the quarter ended 30 June 2026.

AGM details

• AGM held physically on 07 August 2026 at 01:00 PM in Ludhiana, Punjab.
• Remote e-voting facility offered prior to AGM via NSDL.

Key resolutions

• Resolution 1: Ordinary adoption of audited financial statements.
• Resolution 2: Ordinary reappointment of a director.
• Resolution 3: Special regularization of Sumit Kumar Jha as Non-Executive Independent Director.
• Resolution 4: Ordinary increase in authorized share capital and MOA amendment.
• Resolution 5: Special issuance of up to 6 million warrants to non-promoters.

Voting results

• Resolution 1 passed with 99.997% in favour, 0.003% against.
• Resolution 2 passed with 99.997% in favour, 0.003% against.
• Resolution 3 passed with 99.997% in favour, 0.003% against.
• Resolution 4 passed with 99.997% in favour, 0.003% against.
• Resolution 5 passed with 99.997% in favour, 0.003% against.

Director changes & capital actions

• Regularized Sumit Kumar Jha as Non-Executive Independent Director.
• Increased authorized share capital; MOA amended.
• Warrant issuance to non-promoter category approved on preferential basis.

AGM Details

• Date and time: 07 August 2026, 01:00 PM, physical AGM in Ludhiana.
• Mode and voting: Physical meeting; remote e-voting Aug 4–6, 2026; cutoff Jul 31, 2026.
• Scrutinizer appointed; meeting concluded at 01:15 PM.
• Chairman: Rajesh Arora chaired; quorum present.

Key Resolutions & Outcomes

• Ordinary: Adopt Audited Financial Statements for year ended 31 March 2026; passed.
• Ordinary: Re-appointment of Director Rajesh Arora by rotation; passed.
• Special: Regularize Additional Director Sumit Kumar Jha as Non-Executive Director; passed.
• Special: Increase authorized share capital and amendment to Memorandum; passed.
• Special: Issue up to 60,00,000 warrants to Non-Promoter category on preferential basis; passed.

Director Changes

• Rajesh Arora re-appointed as director by rotation.
• Sumit Kumar Jha regularized as Non-Executive Director.

Price-movement clarification

• Company states no material information was withheld and disclosures will be timely under LODR.
• Share price movement is market-driven, due to general conditions and investor perception.
• Letter dated 31 July 2026 communicated to BSE.
• Company will continue timely disclosures of price-sensitive information as required.

Financial highlights

• Revenue from operations: ₹175.12 L FY26, up from ₹118.24 L prior year.
• Total income: ₹175.17 L; PBT: ₹20.93 L; tax: ₹6.17 L; PAT: ₹14.76 L.
• Basic and diluted EPS: ₹0.44.
• Operating cash flow: ₹407.42 L; investing: (₹1,669.26) L; financing: ₹1,329.54 L; net increase: ₹67.70 L.
• PAT margin approx 8.4% on total income.
• Dividend declared: none.

Balance sheet snapshot

• Total assets: ₹3,670.94 L; cash/bank: ₹68.11 L; loans: ₹3,474.43 L; investments: ₹80.00 L; fixed assets: ₹24.30 L.
• Borrowings (non-debt securities): ₹2,859.58 L.
• Equity share capital: ₹336.00 L; reserves and surplus approx ₹81.04 L.
• Key current/liability items include trade payables, other payables, and provisions; total liabilities align with assets.

Regulatory & capital plan

• RBI NBFC NOF requirement: NOF ₹4.16 Cr; minimum NOF ₹5 Cr by 31-03-2027.
• Proposed preferential issue: up to 60,00,000 warrants at ₹11 each; total ₹6.60 Cr.
• Warrants: 25% upfront; 75% on exercise; 18-month exercise window; lapse if unexercised.
• Minimum price per ICDR: ₹10.93; issue price fixed at ₹11; valuation by Manish Manwani (RV).
• Relevant date: 08-Jul-2026; AGM date: 07-Aug-2026; post-issue no. of shares ~93.60 L.
• Use of proceeds: augment NOF, meet working capital, general corporate purposes.
• Post-issue shareholding: Non-promoter 69.60 L shares (74.36%); Promoter 24.00 L (25.64%).
• Allottees: 10 non-promoter individuals; no promoter/KMP subscribing.

Corporate actions & shareholding

• Authorized capital to increase from ₹5.50 Cr to ₹10 Cr; MOA amendment required.
• Board approval for preferential issue; change in shareholding but no change in management at this stage.
• Post-issue ownership indicates significant non-promoter ownership increasing to ~74%.
• Sumit Kumar Jha proposed as Independent Director; appointment as Additional Director effective 01-May-2026; term 5 years subject to shareholders.
• Item No. 3 items in AGM include Regularization of Sumit Kumar Jha and other routine approvals.

Governance & board updates

• As of 31-03-2026, 4 directors: 2 Independent, 1 Woman Director, 1 non-independent.
• Hardev Singh resigned as Whole-time Director on 13-02-2026; CS vacancy occurred until 01-06-2026.
• Ms. Pooja Agrawal appointed Company Secretary & Compliance Officer on 01-06-2026.
• Board meetings held: 8; Audit Committee meetings: 4; Stakeholders Relationship Committee: 1.
• Code of Conduct and Vigil Mechanism in place; formal letters of appointment for independent directors on website.

Audit, compliance & risk flags

• Secretarial Audit flagged website not fully updated; CS vacancy and subsequent appointment.
• BSE fines paid for late filings; promoter demat accounts frozen and revocation ongoing.
• No material related party transactions; arms-length and ordinary course; no CSR agency linkage.

AGM details

• Date and time: 07 August 2026 at 01:00 PM IST.
• Mode: Physical meeting at Ludhiana, Punjab.
• Register of Members and transfer books closed: 01–07 August 2026.
• Record date/cut-off: 31 July 2026.

Key resolutions

• Ordinary: Adoption of Audited Financial Statements for FY 2025-26.
• Ordinary: Reappointment of Rajesh Arora as Director (by rotation).
• Special: Regularize Sumit Kumar Jha as Non-Executive Independent Director.
• Special: Increase authorized share capital and amend MOA.
• Special: Issuance of up to 60,00,000 warrants to Non-Promoter category on a preferential basis.

Voting status

• Voting results are not provided in this notice.

Warrant terms

• Warrants up to 60,00,000; issue price ₹11 per warrant.
• Total issue size ₹6.6 crore.
• Exercise window: 18 months; 25% upfront; 75% on exercise.
• Allottees: Non-Promoter category; private placement.
• Minimum issue price ₹10.93 per warrant.
• Relevant date: 08 July 2026.
• No promoter/subscription planned.

Book closure details

• Book closure period: 01 August 2026 to 07 August 2026 (inclusive).
• Purpose: for the 34th Annual General Meeting (AGM).
• Record date/cut-off: 31 July 2026 to determine voting eligibility.
• AGM date: 07 August 2026.
• Security type: Equity shares.