The Board of Directors with great pleasure present their 11^th (Eleventh) Annual Report of the Knowledge Marine & Engineering
Works Limited ("the Company” or "KMEW”) together with the Audited Standalone & Consolidated Financial Statement of your
Company for the year ended March 31,2026.

1. FINANCIAL & OPERATIONAL HIGHLIGHTS:

The Company''s financial performance (Standalone and Consolidated) for the year ended March 31,2026 is summarized below:

(Amounts in Rs. in Lacs)

During the year under review, the Company registered a profit of Rs. 7,794.81 Lakhs after tax on a standalone basis & Rs.
7,910.82 Lakhs after tax on a consolidated basis.

Earning Per Share

The Standalone and consolidated basic & diluted EPS of the Company stood at 34.10 and 34.57 respectively for the Financial
Year ended March 31,2026 as against Rs. 16.19 and 23.06 for the Financial Year ended March 31,2025.

2. DIVIDEND

With a view to deploy the profits into the future expansion and growth of your Company, Board of Directors have decided not
to recommend any dividend for the current year.

3. DIVIDEND DISTRIBUTION POLICY

The Dividend Distribution Policy containing the requirements mentioned in Regulation 43A of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 ("Listing Regulations”) is attached as Annexure I and forms part of this Annual
Report.

The Dividend Distribution Policy of the Company is also uploaded and available on the Company''s website at the following
Web link: https://www.kmew.in/images/pdf/Dividend-Distribution-Policy-2.pdf

4. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

The provisions of Section 125 of the Companies Act do not apply to the Company as there was no dividend declared and paid
in the previous year.

5. DETAILS OF MATERIAL CHANGES FROM THE END OF THE FINANCIAL YEAR TILL THE DATE OF THIS REPORT

In April 2026, the Company has filed the application with National Company Law Tribunal (NCLT) for merger of Indian Ports
Dredging Private Limited, Knowledge Infra Ports Private Limited with Knowledge Marine & Engineering Works Limited.

There have been no material changes and commitments affecting the financial position of the Company between the end of
the financial year and date of this report apart from the above.

6. MATERIAL EVENTS DURING THE YEAR

(A) RAISING OF '' 284.80 CRORES ON PREFERENTIAL BASIS VIA ISSUANCE OF EQUITY SHARES AND CONVERTIBLE
WARRANTS:

During the year under review, the Company raised '' 284.80 Crores through Preferential issue via issuance of Equity Shares and
Warrants convertible into Equity Shares. The Preferential issue is made at the price of Rs. 1,900/- per share/ warrant.

This preferential issue was undertaken with the objective of strengthening the Company''s capital base, supporting its
long-term strategic expansion plans, and enhancing financial flexibility.

The Board acknowledges the continued support of shareholders and regulatory authorities in enabling this capital-raising
initiative, which is expected to contribute significantly to the Company''s future operational and strategic endeavors.

(B) SUB-DIVISION OF THE EQUITY SHARES FROM ?10/- EACH TO ? 5/- EACH:

During the year the Company completed one of Corporate Action of Sub-division of the Shares. With effect from December
22, 2025, the Equity Shares of the Company having a face value of ''10/- each were sub-divided into Equity Shares of face value
'' 5/- each. Pursuant to the sub-division, the total number of issued Equity Shares of the Company from 1,22,22,054 Equity
Shares to 2,44,44,108 Equity Shares, thereby enhancing the liquidity and marketability of the Company''s shares.

(C) Acquisition of 51% Equity Shares of Knowledge Shipyard Private Limited (Formerly known as Kamal Marine &
Engineering Works Private Limited), 29.99% Equity Shares of Indian Ports Dredging Private Limited and 25.99%
Equity Shares of Knowledge Infra Ports Private Limited

During the year, the Company acquired a 51% equity shares in Knowledge Shipyard Private Limited, resulting in it becoming
a subsidiary of the Company.

The Company already held a 70% equity shares in Indian Ports Dredging Private Limited and further acquired an additional
29.99% equity shares during the year, thereby making it a wholly owned subsidiary of the Company.

Similarly, the Company held a 74% equity shares in Knowledge Infra Ports Private Limited and acquired an additional 25.99%
equity shares during the year, resulting into wholly owned subsidiary.

Consequent to these acquisitions, the Company now has two subsidiaries, three wholly owned subsidiaries, and one associate
company.

(D) Change of Name of the Subsidiary Company from Kamal Marine & Engineering Works Private Limited to
Knowledge Shipyard Private Limited

Post acquisition of the Kamal Marine & Engineering Works Private Limited, the Company decided to change the name of its
subsidiary in order to align with its holding company''s name and related activity.

The name of the subsidiary company was proposed to be changed from Kamal Marine & Engineering Works Private Limited
to Knowledge Shipyard Private Limited. On January 12, 2026, the Subsidiary received name change approval from Registrar of
Companies.

7. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report for the year under review, as per the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations”), is presented in a separate section,
which forms part of this Annual Report.

8. NATURE OF COMPANY''S BUSINESS

Your Company has three major business segments:

(a) Dredging,

(b) Owning, and Operating Marine and Port Ancillary Crafts,

(c) Ship Building and Repair and Maintenance of Marine crafts and Marine infrastructure.

There were no changes in the nature of the business of the Company during the year under review.

9. STANDALONE FINANCIAL PERFORMANCE OF COMPANY

During the year under review, Revenue from operations has been increased from '' 14,922.07 Lacs in FY 2024-25 to Rs. 22,537.81
Lacs in FY 2025-26. Further the percentage in Profit after Tax has increased from 24.81 % in FY 2024-25 to 30.75% in the FY 2025¬
26. The said increase in Profit percentage is mainly due to adoption of the Tonnage Tax Scheme by the Company. The
said tonnage tax is applicable only for the Dredging and Charter and Hire Business.

Your directors are putting all their efforts to economize the cost and improve the profitability of the Company. Your directors
are hopeful for the growth and future expansion of the Company in the years to come.

10. CONSOLIDATED FINANCIAL PERFORMANCE OF COMPANY

During the year under review, Revenue from operations has been increased from '' 20,069.67 Lacs in FY 2024-25 to '' 25,628.01
Lacs in FY 2025-26. Further, profit margins have increased from 25% in FY 2024-25 to 31% in the FY 2025-26.

In the FY 2025-26 the Company is holding 50% shareholding in KMEW Offshore Private Limited (Associate Company), 51%
in Knowledge Shipyard Private Limited (Formerly known as Kamal Marine & Engineering Works Private Limited), 90% in
Knowledge Dredging Co. W.L.L., Bahrain and the Company is having 3 Wholly owned subsidiaries namely, Knowledge Marine
Co. W.L.L., Bahrain, Indian Ports Dredging Private Limited, Knowledge Infra Ports Private Limited.

In accordance with the provisions of the Companies Act, 2013 [including statutory modification(s) or re-enactments thereof
for the time being in force] (the "Companies Act”) and the Listing Regulations read with Ind AS 110-Consolidated Financial
Statements, Ind AS 28-Investments in Associates and Joint Ventures and Ind AS 31-Interests in Joint Ventures, the Audited
Consolidated Financial Statement forms part of this Annual Report.

11. DETAILS OF SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The KMEW Group entities continue to play a pivotal role in driving the overall revenue growth and performance of your
Company.

During the year under review, the Company has Two Subsidiary Companies, Three Wholly Owned Subsidiary Company and
one Associate Company. The details of the same are as under: -

*With effect from August 06, 2025, the Knowledge Shipyard Private Limited (Formerly known as Kamal Marine & Engineering
Works Private Limited) has become Subsidiary Company by acquisition of 51% stake in it.

*With effect from August 06, 2025, the Knowledge Infra Ports Private Limited and Indian Ports Dredging Private Limited has
become Wholly-owned subsidiary Company by acquisition of balance stake in respective subsidiary Companies.

KMEW Offshore Private Limited ("KOPL"), is an Unlisted Private Company engaged in the Owning, Operating and Manning of
Port Ancillary Crafts Sector, reported NIL operating revenue in the current year FY 2025-26 as compared to Rs. 215.55 Lakhs in
the previous FY 2024-25, registering a decrease of 100%.

Knowledge Shipyard Private Limited (Formerly known as Kamal Marine & Engineering Works Private Limited) ("KSPL"), is an
Unlisted Private Company engaged in the business of Ship building and repairing, reported operating revenue of Rs. 2,847.60
lakhs in the current year FY 2025-26 as compared to Rs. 246.80 Lakhs in the previous FY 2024-25, registering an increase of
1054%.

Knowledge Infra Ports Private Limited ("KIPPL"), is an Unlisted Private Company engaged in the Dredging & Maritime Sector,
reported NIL operating revenue in the current year FY 2025-26 as compared to Rs. 1,468.07 Lakhs in the previous FY 2024-25,
registering a decrease of 100%. Further, the Company has filed the application with NCLT for the Merger of KIPPL with the
Company in April 2026.

Indian Ports Dredging Private Limited ("IPDPL"), is an Unlisted Private Company engaged in the Dredging & Maritime Sector,
reported NIL operating revenue in the current year FY 2025-26 and in the previous FY 2024-25.

Knowledge Marine Co. W.L.L., Foreign Unlisted Private Company, situated in Bahrain, engaged in the Sand Mining Sector,
reported an operating revenue of Rs.1,964.69 Lakhs in the current year FY 2025-26 as compared to Rs. 3,164.00 Lakhs in the
previous FY 2024-25, registering a decrease of 23.38%.

Knowledge Dredging Co. W.L.L., Foreign Unlisted Private Company, situated in Bahrain, engaged in the Sand Mining Sector,
reported NIL operating revenue in the current FY 2025-26 as compared to 1,411.50 Lakhs in the previous FY 2024-25, registering
a decrease of 100%.

A statement providing details of performance and salient features of the financial statement of subsidiary, associate, joint
venture companies, as per Section 129(3) of the Companies Act, is provided as Annexure II" to the Board''s Report.

The audited financial statements including the consolidated financial statement of the Company and all other documents
required to be attached thereto are available on the Company''s website and can be accessed at https://kmew.in/investor-
information.html

The financial statements of the subsidiaries, are available on the Company''s website and can be accessed at https://kmew.in/
investor-information.html.

The Policy for determining Material Subsidiaries is available on the Company''s website and can be accessed at https://kmew.
in/images/pdf/Policy-on-Determining-Material-Subsidiary-2.pdf.

During the year under review, there were no material subsidiaries of the Company as per the Listing Regulations.

12. COMPLIANCE WITH THE PROVISIONS OF SECRETARIAL STANDARDS

The Company has followed the applicable Secretarial Standards with respect to Meetings of the Board of Directors (SS-1) and
General Meetings (SS-2) issued by the Institute of Company Secretaries of India.

13. DIRECTORS RESPONSIBILITY STATEMENT

The Directors would like to assure the members that the financial statements for the year under review, confirm in their
entirety to the requirements of the Act.

Pursuant to the provisions of Section 134 of the Act, the Board of Directors, to the best of their 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 and there are no material departures;

(b) The Directors have selected such 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 at the end of the
Financial Year and of the profit of the Company for that period;

(c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance
with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities;

(d) The Directors have prepared the Annual Accounts for the Financial Year ended March 31,2026, on a going concern basis;

(e) The Directors have laid down internal financial controls to be followed by the Company and such internal financial controls
are adequate and operating effectively;

(f) They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems
are adequate and operating effectively.

14. CORPORATE GOVERNANCE REPORT

The Company is committed to maintain the highest standards of governance and has also implemented several best
governance practices. The Corporate Governance Report as per the Listing Regulations forms part of this Annual Report.
Certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance is attached
to the Corporate Governance Report.

15. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Based on the Market Capitalization as on provided by the BSE Limited (BSE) and National Stock Exchange of India Limited (NSE)
as on December 31,2025, the Company does not fall under the Top 1000 listed Company based on Market Capitalization. Thus,
requirement with preparation, filing and submission of Business Responsibility and Sustainability Report is not applicable.

16. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

During the year under review:

a. All contracts/arrangements/ transactions entered by the Company with related parties were in the ordinary course of
business and on arm''s length basis.

b. Contracts/arrangements/ transactions which were material as per the Listing Regulations, were entered into with related
parties in accordance with the policy of the Company on Materiality of Related Party Transactions and on dealing with
Related Party Transactions.

Details of contracts/arrangements/ transactions with related parties which are required to be reported in Form No. AOC-2 in
terms of Section 134(3)(h) read with Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 are provided
in Annexure III to this Report.

The Company has adequate policies and procedures for the identification and monitoring of Related Party Transactions.

The Policy on Materiality of Related Party Transactions and on dealing with Related Party Transactions is available on the
Company''s website and can be accessed at https://kmew.in/images/pdf/Policy-on%20-Related-Party-Transaction-2.pdf.

There were no materially significant related party transactions which could have potential conflict with the interests of the
Company at large.

Members may refer to Note 31 of the Standalone Financial Statement which sets out Related Parties Disclosures pursuant to
Ind AS.

Further, all the Related Party Transactions of the Company are reviewed /monitored on quarterly basis by the Audit Committee
of the Company as per Regulation 23 of the Securities and Exchange Board of India (Listing Obligation and Disclosure
Requirement) Regulations, 2015, as amended ("Listing Regulations”) and Section 188 and other applicable provisions of the
Companies Act, 2013

All the transactions entered into with the Related Parties during the period under review were on an arm''s length basis and
were in the ordinary course of business. The Company presented all Related Party Transactions before the Board specifying the
nature, value, and terms and conditions of the transaction.

17. CORPORATE SOCIAL RESPONSIBILITY

At KMEW, we, believe that success of the Company is intrinsically linked to the well-being of the communities we serve and
the environment we operate in. The CSR activities undertaken during the year reflect the ''We Care'' philosophy that guides the
Company''s approach.

As per the CSR Policy, the Company stepped up its endeavors to bring positive momentum to the lives of people and enable an
inclusive approach through initiatives in the areas of Health Care, early diagnosis of diseases campaigns, and various awareness
programs, partial financial assistance for critical treatment.

With this ethos, your Company''s CSR vision endeavours to create a healthier world. These focus areas are aligned with the goals
and contribute to nation-building.

During the year under review, your Company has spent Rs. 99.32 Lakhs (2.00% of the average net profits of the immediately
preceding three financial years) towards identified and approved CSR initiatives covered under Schedule VII to the Companies
Act, through implementing agencies.

The Annual Report on CSR activities is annexed and marked as Annexure IV to this Report

As per the provisions Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility) Rules,
2014, your Company has adopted the CSR Policy which can be accessed at https://kmew.in/images/pdf/csr-policy-2.pdf

Your Company has constituted the CSR Committee in accordance with the provisions of the Section 135 of the Companies
Act, 2015 and rules made thereunder. The Composition of CSR Committee is as follows:

During the year under review, the CSR Committee held on May 30, 2025, November 14, 2025 and on February 11,2026.

18. RISK MANAGEMENT

Your Company has a structured risk management framework designed to identify, assess and mitigate risks appropriately. The
Company has a robust organizational structure for managing and reporting on risks. The risk management framework works
at various levels across the enterprise. These levels form the strategic defense cover of the Company''s risk management.
Further, the Risk Management Committee has been entrusted with the responsibility to assist the Board in:

a. overseeing the Company''s enterprise wide risk management framework;

b. ensuring that all material Strategic and Commercial risks including Cybersecurity, Safety and Operations, Compliance,
Control and Financial risks have been identified and assessed; and

c. ensuring that all adequate risk mitigation measures are in place to address these risks.

The details on the risk management activities key risks identified and their mitigations are covered in Management Discussion
and Analysis Report, which forms part of this Annual Report.

Your Company has developed and implemented a Risk Management Policy which is approved by the Board. The Risk
management policy can be accessed at https://kmew.in/images/pdf/risk-management-policy-2.pdf. The Risk Management
Policy, inter alia, includes identification of risks, including cyber security and related risks and also those which in the opinion
of the Board may threaten the existence of the Company. Risk management process has been established across the Company
and is designed to identify, assess and frame a response to threats that affect the achievement of its objectives. Further, it is
embedded across all the major functions and revolves around the goals and objectives of the organization.

19. INTERNAL FINANCIAL CONTROL

The key internal financial controls have been documented, automated wherever possible and embedded in the respective
business processes. The Company believes that these systems provide reasonable assurance that the Company''s internal
financial controls are adequate and are operating effectively as intended.

Your Company''s Financial Statements are prepared on the basis of the Significant Accounting Policies that are carefully
selected by Management and approved by the Audit Committee and the Board. These Accounting policies are reviewed and
updated from time to time.

Your Company uses ERP Systems to maintain its Books of Account. The transactional controls built into the Tally ERP Systems
ensure appropriate segregation of duties, appropriate level of approval mechanisms and maintenance of supporting records.

The Policies related to the Information Management reinforce the control environment. The systems, Standard Operating
Procedures and controls are reviewed by Management. These systems and controls are subjected to Internal Audit and their
findings and recommendations are reviewed by the Audit Committee which ensures the implementation.

Your Company has in place adequate internal financial controls with reference to the Financial Statements commensurate
with the size, scale and complexity of its operation ensuring the effective, efficient and orderly conduct of the business.

Such controls have been assessed during the year under review taking into consideration the essential components of internal
controls stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by The Institute
of Chartered Accountants of India. Based on the results of such assessments carried out by the Management, no reportable
material weakness or significant deficiencies in the design or operation of internal financial controls were observed.

Your Company recognizes that the Internal Financial Controls cannot provide absolute assurance of achieving financial,
operational and compliance reporting objectives because of its inherent limitations. Also, projections of any evaluation of the
Internal Financial Controls to future periods are subject to the risk that the Internal Financial Controls may become inadequate
because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate. Accordingly,
regular audits and review processes ensure that such systems are reinforced on an ongoing basis.

Based on the assessment carried out by the Management and the evaluation of the results of the assessment, the Board is
of the opinion that the Company has an adequate Internal Financial Control System that is operating effectively during the
period under review.

There were no instances of fraud that necessitates reporting of material misstatements to the Company''s operations.

20. BOARD OF DIRECTORS

Your Company has a professional Board with an optimal combination of Executive, Non-Executive, Women, and Independent
Directors who bring to the table the right mix of knowledge, skills, and expertise and help the Company in implementing the
best Corporate Governance practices.

Your Company''s Board comprises of following Directors:

During the year under review following changes were taken place in the Constitution of Board of Directors:

*Mr. Jagat Jiban Biswas, Non-Executive Non-Independent Director of the Company resigned with effect from October 01,2025.

**Mr. Hemant Kumar Sibal, Non-Executive Non-Independent Director was appointed with effect from September 17, 2025 as
an Additional Non-Executive Non-Independent Director and was re-appointed as Non-Executive Non-Independent Director
with effect from December 14, 2025.

Your Board confirms that none of the Director of the Company are disqualified from being appointed as Director in terms of
section 164 of the Act and necessary declaration has been obtained from all the Directors in this regard.

Remuneration and other details of the Key Managerial Personnel for the financial year ended 31^st March, 2026 are mentioned
in the extract of the Annual Return which is attached to this Report.

21. INDEPENDENT DIRECTORS

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the
criteria of independence as prescribed both under the Companies Act, 2013 and Listing Regulations.

The Board is of the opinion that the Independent Directors of the Company hold highest standards of integrity and possess
requisite expertise and experience required to fulfil their duties as Independent Directors.

In terms of section 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment and Qualification of
Directors) Rules, 2014, Independent Directors of the Company have confirmed that they have registered themselves with the
databank maintained by Indian Institute of Corporate Affairs, Manesar ("IICA").

The Independent Directors are also required to undertake online proficiency self-assessment test conducted by IICA within a
period of 2 (two) years from the date of inclusion of their names in the data bank, unless they meet the criteria specified for
exemption.

The Independent Directors of the Company are exempt from the requirement to undertake online proficiency self-assessment
test except Mr. Ashish Mohandas and Mr. Shailesh Bhambhani who has successfully completed the online proficiency self¬
assessment test.

22. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS / NON-EXECUTIVE DIRECTORS

The Members of the Board of the Company come across with many opportunities to familiarise themselves with the Company,
its Management and its operations. The Directors are provided with all the documents to enable them to have a better
understanding of the Company, its various operations and the industry in which it operates.

All the Independent Directors of the Company are made aware of their roles and responsibilities at the time of their appointment
through a formal letter of appointment, which also stipulates various terms and conditions of their engagement.

Executive Directors and Senior Management provide an overview of the operations and familiarize the new Non-Executive
Directors on matters related to the Company''s values and commitments. They are also introduced to the Organization
structure, constitution of various committees, board procedures, risk management strategies, etc.

Strategic Presentations are made to the Board where Directors get an opportunity to interact with Senior Management.
Directors are also informed of the various developments in the Company through Press Releases, emails, etc.

As part of the Company''s annual strategy planning process, the Company organised a management strategy offsite with the
Board to deliberate on various topics related to strategic planning, progress of ongoing strategic initiatives, risks to strategy
execution and the need for new strategic programs to achieve the Company''s long-term objectives. This serves the dual
purpose of providing the Board members a platform to bring their expertise to various strategic initiatives, while also providing
an opportunity for them to understand detailed aspects of execution and challenges relating to the specific theme.

In summary, through this process, Members of the Board get a comprehensive and balanced perspective on the strategic
issues facing the Company, the competitive differentiation being pursued by the Company, and an overview of the execution
plan.

In addition, this event allows Board members to interact closely with the senior leadership of the various business segments
of the Company and its Subsidiaries.

23. RETIREMENT BY ROTATION

Mr. Hemant Kumar Sibal retires by rotation and being eligible, offers himself for re-appointment at the 11^th Annual General
Meeting of the Company.

24. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and the Listing Regulations, the Board has carried out an annual
evaluation of its own performance and that of its Committees as well as performance of all the Directors individually including
Independent Directors, Managing Director and Whole-time Director & Chief Financial Officer.

25. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW

During the year under review, your Board met at regular intervals to discuss and decide on Company/ business policy and
strategy. The notice and agenda with notes on each agenda item for the Board Meeting were circulated as per the provisions
of the Act and Articles of Association of the Company.

During the year under review i.e., from April 01,2025 to March 31,2026, 13 (Thirteen) Board meetings held on April 09, 2025,
May 30, 2025, June 27, 2025, August 14, 2025, September 03, 2025, September 17, 2025, October 30, 2025, November 14, 2025,
November 27, 2025, December 23, 2025, January 30, 2026, February 12, 2026, February 23, 2026.

The gap between two meetings was within the time period prescribed under the Act.

26. MEETINGS OF THE INDEPENDENT DIRECTOR

The Independent Directors of your Company often meet before the Board Meetings without the presence of the Managing
Director or the Executive Director or other Non-Independent Directors or Chief Financial Officer or any other Management
Personnel. These Meetings are conducted in an informal and flexible manner.

During the year under review, One formal Meeting of the Independent Director was held on February 12, 2026 wherein,
the Independent Directors without the presence of Managing Director or the Executive Director or other Non-Independent
Directors or Chief Financial Officer or any other Management Personnel discussed matters pertaining to, inter alia, review of
performance of Non-Independent Directors and the Board as a whole, review the performance of the Chairman of the Company
(taking into account the views of the Executive and Non-Executive Directors), assess the quality, quantity and timeliness of
flow of information between the Company Management and the Board that is necessary for the Board to effectively and
reasonably perform their duties.

27. DETAILS OF COMMITTEE OF BOARD OF DIRECTORS (AS ON MARCH 31, 2026)

Your Company has constituted various committees required under the Companies Act, 2013 and in accordance with the
Listing Regulations for meeting operational convenience. Following are the details set out in brief for the constitution of these
Committees:

A. AUDIT COMMITTEE

Your Company had constituted the Audit Committee, and the terms of reference of the Audit Committee are in compliance
with the provisions of Section 177 of the Companies Act, 2013 read with Regulation 18 of the Listing Regulations. All the
members of the Audit Committee are financially literate and have accounting or related financial management expertise.

The Audit Committee consists of the following members:

During the year under review, Audit Committee meetings were held on May 30, 2025, August 14, 2025, November 14, 2025,
and February 12, 2026. In all the meetings the requisite quorum was being present.

B. NOMINATION AND REMUNERATION COMMITTEE

Your Company had constituted the Nomination and Remuneration Committee, and the terms of reference of the Nomination
and Remuneration Committee are in compliance with the provisions of Section 178 of the Companies Act, 2013 read with
Regulation 19 of the Listing Regulations.

The Nomination and Remuneration Committee consists of the following members:

*With effect from October 01,2026, Jagat Jiban Biswas ceased to be a members of Nomination and Remuneration Committee
and Hemant Kumar Sibal joined the Nomination and Remuneration Committee on the same date.

During the year under review, meeting of Nomination and Remuneration Committee was held on September 03, 2025,
September 17, 2025 and November 14, 2025.

C. STAKEHOLDERS RELATIONSHIP COMMITTEE

Your Company has in place the Stakeholders Relationship Committee ("SRC”) for the redressal of the grievances of security
holders of the Company.

Your Company had constituted the Stakeholder Relationship Committee, and the terms of reference of the Stakeholder
Relationship Committee are in compliance with the provisions of Section 178 of the Companies Act, 2013 read with Regulation
20 of the Listing Regulations.

The Stakeholder Relationship Committee consist of the following members:

During the year under review, the Stakeholders Relationship Committee held on February 12, 2026.

D. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

Your Company has in place the Corporate Social Responsibility Committee ("CSR Committee”) for the CSR related compliances.

Your Company had constituted the CSR Committee, and its terms of reference in compliance with the provisions of Section
135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014.

The Company has formulated Corporate Social Responsibility Policy for effective implementation Corporate Social Activities.
The same is also available on the website of the Company at https://www.kmew.in/images/pdf/csr-policy-2.pdf.

The Composition of CSR Committee is as follows:

During the year under review, the CSR Committee Meeting held on May 30, 2025, November 14, 2025 and on February 11,
2026.

E. RISK MANAGEMENT COMMITTEE

Your Company has in place a mechanism to identify, assess, monitor, and mitigate various risks to key business objectives
that may threaten the existence of the Company. Major risks identified by the various functions are documented along with
appropriate mitigating controls on a periodic basis. Further the Company has framed Risk Management Policy for effective Risk
Management and the same available on the website of the Company at https://www.kmew.in/images/pdf/risk-management-
policy-2.pdf. The risk management framework is reviewed periodically by the Board and Risk Management Committee.

Your Company had constituted the Risk Management Committee and the terms of reference of the Risk Management
Committee are in compliance with the provisions of Regulation 21 of the Listing Regulations.

The composition of Risk Management Committee consists of One Independent Director and two Executive Directors. During
the year under review, Risk Management Committee met once on February 12, 2026.

The Composition of Risk Management Committee and attendance of members of Risk Management Committee are as follows:

28. EMPLOYEES

Key Managerial Personnel & Senior Management Personnel

The following have been designated as the Key Managerial Personnel & Senior Management Personnel of the Company
pursuant to sections 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014:

(a) Saurabh Daswani - Managing Director

(b) Kanak Kewalramani - Whole-time Director and Chief Financial Officer

(c) Sujay Kewalramani - Chief Executive Officer

(d) Dinesh Kewalramani - Chief Operational Officer

(e) Pinkesh Kewalramani - Chief Technical Officer

(f) Avdhoot Kotwal - Company Secretary & Compliance Officer

REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL & SENIOR MANAGEMENT

The Company has in place Nomination and Remuneration Policy which lays down a framework in relation to appointment and
remuneration of Directors, Key Managerial Personnel and the other employees and their remuneration.

The policy is directed towards a compensation philosophy and structure that will reward and retain talent and provides for a
balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working
of the Company and its goals. The policy is available on the website of the Company at https://www.kmew.in/images/pdf/
nomination-remuneration-policy-2.pdf

Disclosures relating to remuneration and other details as required under Section 197(12) of the Companies Act read with Rule
5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is enclosed as "Annexure - V".

Safety, Occupational Health and Environment

Your Company has in place the Employee Health, Safety & Wellbeing (EHS&W) Policy. The management commitment towards
EHS&W is demonstrated by adopting all relevant amendment updates (including all notifications published) and incorporating
them. The Company implemented various initiatives by incorporating senior management periodic reviews.

Your Company have undergone Surveillance Audits and were certified for Standard ISO 45001: 2018 and ISO 14001: 2015 and
ISO 9001:2015.

The Senior Management revises and reviews the EHS&W performance periodically. Focus on new initiatives involving all
stakeholders coupled with management reviews have helped your Company to demonstrate further step towards excellence
in EHS&W performance.

Ethics Framework

Your Company has demonstrated code of conduct for employees that outlines the commitment to the principles of integrity,
transparency, and fairness. It enables the Company and its employees to make the right choices and demonstrate the highest
standards of integrity and ethical behavior.

The Ethics & Governance framework is also anchored by clearly defined policies and procedures, covering areas such as
Business Ethics, Anti-Corruption and Anti Bribery Policy (BEACAB policy) on Gifts & Entertainment (G&E), Policy on Prevention
of Sexual Harassment at Workplace (POSH), Vigil Mechanism Policy (VM Policy), to ensure robust Corporate Governance.

The Code of Conduct and all the Company''s policies are accessible on the Company''s website; in the Policy Adopted section
at the Web-link: https://www.kmew.in/investor-information.html.

New joiners are provided the information and training pertaining BEACAB Policy, POSH and VM Policy at the induction stage
and to all other employees of Company such training is given at the periodic interval.

29. PERFORMANCE EVALUATION

The Company has a policy for performance evaluation of the Board, Committees and other individual Directors (including
Independent Directors) which includes criteria for performance evaluation of Non-Executive Directors and Executive Directors.

In accordance with the manner of evaluation specified by the Nomination and Remuneration Committee, the Board carried
out annual performance evaluation of the Board, its Committees and Individual Directors.

The Independent Directors carried out annual performance evaluation of the Chairman, the non-independent directors and
the Board as a whole.

The Chairman of the respective Committees shared the report on evaluation with the respective Committee members.

The performance of each Committee was evaluated by the Board based on the report of evaluation received from the
respective Committees. The Board evaluation reflected the contributions made by each Director, underscoring the strong
individual commitment to the Company''s governance and strategic direction. Based on the evaluation, the Board believes
that its composition adequately represents the requisite domain expertise, skills and diversity.

The Committees were recognized for their effective operation — not only addressing matters within their mandated scope
but also proactively identifying and deliberating on issues of broader significance.

The Board further acknowledged the contributions made by each Director. The Board identified the need to conduct focused
learning sessions on pivotal topics like AI and Generative AI, digital twin, ESG and sustainability trends, to strengthen informed
decision-making.

30. DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND
REDRESSAL) ACT, 2013

The Company has Zero Tolerance towards sexual harassment at the workplace. Your Company is committed to providing a
safe and conducive work environment to all of its employees and associates. Your Company has created the framework for
individuals to seek recourse and redressal to instances of sexual harassment.

A detailed POSH Policy is in place as per the requirements of The Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013, ("POSH Act”). The POSH Policy of the Company is available on the website of the Company
and can be accessed at the Web-link https://www.kmew.in/images/pdf/prevention-of-sexual-harrasment-policy-2.pdf.

You Company has constituted Internal Complaints Committees ("IC”) to redress complaints of sexual harassment and the
Company has complied with the provisions relating to the constitution of IC under the Act. More than half of the total members
of the IC are women. The external members with requisite experience in handling such matters are also part of the IC. The IC
is presided over by a senior woman employee.

Inquiries are conducted and recommendations are made by the IC at the respective locations. The IC is updated on judicial
trends and trained regularly on the nuances of the POSH Act.

During the year under review, no complaint pertaining to sexual harassment of women at work place has been received by
the Company.

31. CODE ON SOCIAL SECURITY, 2020 - MATERNITY BENEFIT

The Company is in compliance with the applicable provisions relating to maternity benefits as prescribed under the Maternity
Benefit Act, 1961/ the Code on Social Security, 2020.

The Company has taken appropriate measures to:

• Provide paid maternity leave as per statutory requirements

• Facilitate access to medical and related support during the maternity period

• Ensure job protection and non-discrimination for employees availing maternity benefits

• Promote awareness among employees regarding their entitlements under the Maternity Benefit Act, 1961.

32. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Vigil Mechanism as envisaged in the Companies Act, 2013 read with the Rules prescribed thereunder, and the Listing
Regulations is implemented through the Company''s Whistle- Blower Policy. The Vigil Mechanism Policy of your Company is
available on the Company''s website and can be accessed in Policy Adopted Section at the Web-link: https://www.kmew.in/
images/pdf/Vigil-Mechanism-Policy-2.pdf

It enables the Directors, employees and all stakeholders of the Company to report genuine concerns (about unethical behavior,
actual or suspected fraud, or violation of the Code) and provides for adequate safeguards against victimization of persons who
use such mechanism and makes provision for direct access to the Chairman of the Audit Committee.

The Policy provides adequate safeguard against victimization of director(s) / employee(s) who raise the concern and have
access to Chairman of Audit Committee who is entrusted to oversee the whistle blower mechanism. During the year under
review, there were no complaints were raised under whistle blower mechanism.

33. AUDITORS

(A) STATUTORY AUDITORS

The members at the 06^th Annual General Meeting of the Company had approved the appointment of M/s. LKJ & Associates LLP,
Chartered Accountants, Mumbai, (FRN:100164W/W1000174) as the Statutory Auditor of the Company for a period of 5 years
till the conclusion of the 11^th Annual General Meeting of the Company to be held in the year 2026.

The Term of M/s. LKJ & Associates LLP as a Statutory Auditor is getting completed in the 11th AGM to be held in the FY 26-27.
Further, the Board of Directors in its meeting held on May 29, 2026 has appointed M/s. MSKA & Associates LLP, (Formerly known
as M/s. M S K A & Associates) Chartered Accountants, Mumbai, (Registration Number: 105047W) as a Statutory Auditor, subject
to the approval of the members in the ensuing Annual General Meeting.

The Auditors''Report for FY 2025-26 does not contain any qualifications, reservations, adverse remarks, or disclaimers. The Notes
to the Financial Statements referred in the Auditor''s Report are self-explanatory and do not call for any further comments.

(B) SECRETARIAL AUDIT

M/s. Amit Dharmani & Associates, Practicing Company Secretary (Certificate of Practice No. 18179), was appointed as the
Secretarial Auditor of the Company, for a term of 5 (five) consecutive financial years, commencing from the financial year 2025¬
26 to the financial year 2029-30, at the 10th AGM held on September 30, 2025.

The Secretarial Audit Report for the financial year ended March 31,2026 is annexed and marked as Annexure VI to this Report.
The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

M/s. Amit Dharmani & Associates has confirmed that he is not disqualified from continuing as the Secretarial Auditor of the
Company.

Further, The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

(C) ANNUAL SECRETARIAL COMPLIANCE REPORT

The Company has undertaken an audit for the FY 2025-26 for all applicable compliances as per SEBI Regulations and Circulars
/ Guidelines issued thereunder. The Annual Secretarial Compliance Report issued under Regulation 24A of the Listing
Regulations duly signed by M/s. Amit Dharmani & Associates, Practicing Company Secretary, Indore, Madhya Pradesh, has
been submitted to the Stock Exchanges and is annexed as Annexure-VII to this Board''s Report.

(D) SECRETARIAL AUDIT OF MATERIAL UNLISTED INDIAN SUBSIDIARY

Based on the Financials of FY 2024-25, there are no Material Unlisted Indian Subsidiary Company of the Company as on
March 31,2026. Thus, providing of the Secretarial Audit Report of Material Unlisted Indian Subsidiary is not applicable to the
Company for the Financial Year 2025-26.

(E) INTERNAL AUDITORS

Pursuant to the Section 138 of the Companies Act read with the Companies (Accounts) Rules, 2014, M/s. RSSA & Associates,
Chartered Accountants were appointed as the Internal Auditors of the Company for the financial year 2025-26.

The Internal Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

(F) MAINTENANCE OF COST RECORDS AND COST AUDITORS

Since the Company is in Service Industry, the maintenance of Cost Records and appointment of Cost Auditor is not applicable
to the Company.

(G) REPORTING OF FRAUDS

During the year under review, the Statutory Auditors, Secretarial Auditors and Internal Auditors have not reported any instances
of fraud committed in the Company by its officers or Employees of the Company under Section 143 (12) of the Companies Act.

34. PARTICULARS OF LOANS, INVESTMENTS, GUARANTEES AND SECURITIES

The Particulars of Loans given, Investments made and Guarantees given or Securities provided along with the purpose for
which the loan or guarantee or security provided are proposed to be utilized by the recipient are disclosed in the Notes to the
Financial Statements.

35. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EARNING AND OUTGO

The information about the conservation of Energy, Technology Absorption, Foreign Exchange Earnings & Outgo as required
under Section 134 (3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is enclosed as "Annexure -
VIII" and forms part of this Annual Report.

36. ANNUAL RETURN

The Annual Return of the Company as on March 31, 2026 is available on the Company''s website and can be accessed at
https://kmew.in/images/pdf/annual-return-mgt-7

37. POLICIES OF THE COMPANY:

The details of the Key Policies adopted/ review by the Company are mentioned at "Annexure IX” to the Board''s Report

38. INVESTOR RELATIONS

Your Company always believes in striving hard to achieve excellence and leading from the front with adhering to best practices
in Investor Relations while maintaining a relationship of trust with investors and analysts.

In the Financial Year 2025-26, your Company increased its interaction with investors through various conferences and
conducted in-person individual, group, video and audio conference calls. The Managing Director, Whole-time Director & Chief
Financial Officer and Chief Executive Officer, has spent significant time interacting with investors to communicate the strategic
direction for the business, future plans for scaling up growth of the business, various CSR initiatives undertaken by the Group
and addressing investor/analyst queries and concerns.

All events hosted in the Financial Year 2025-26 including earnings calls, analyst meets etc. were well attended by investors and
analysts. Your Company ensures that critical information about the Company is available to all the investors by uploading all
such information on the Company''s website.

39. TRANSFER TO RESERVES

During the year under review, the Board of Directors has decided to transfer entire Post tax profit to its Reserves & Surplus.

40. SHARE CAPITAL

The Authorized Share Capital of the Company as of March 31,2026, is Rs. 15,00,00,000 (Indian Rupees Fifteen Crores Only)
divided into 3,00,00,000 (Three Crores) equity shares of Rs. 5/- (Rupees Five Only) each and the paid-up share capital of the
Company as at March 31,2026 was '' 12,22,20,540/- (Indian Rupees Twelve Crores Twenty-Two Lakhs Twenty Thousand Five
Hundred and Forty Only) divided into 2,44,44,108 (Two Crores Forty-Four Lakhs Forty-Four Thousand One Hundered and
Eight) Equity Shares at a face value of Rs. 05/- each fully paid up.

During the year under review, the Company has issued and allotted 14,21,054 (Fourteen Lakhs Twenty-One Thousand Fifty-
Four) of Rs. 10/- each via Preferential Allotment to Non-Promoter Shareholders, and issued 77,946 Warrants convertible into
Equity Shares of '' 10/- each via Preferential Allotment to Promoter Group member.

The Company in its Board meeting held on November 14, 2025, has set a Record Date of December 22, 2025 for the sub¬
division of the shares. Thus, the face value of the Equity Shares altered from Rs. 10/- per share to Rs. 5/- per share.

Further, the Company has neither bought back any of its securities nor issued any sweat equity shares or bonus shares or
provided any stock options to its employees during the year under review.

41. INSIDER TRADING REGULATIONS AND CODE OF DISCLOSURE

The Board of Directors have adopted the Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive
Information and Code of Internal Procedures and Conduct for Regulating, Monitoring and Reporting of Trading by Insiders in
accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulation, 2015 and the same is also available
on the website at http://www.kmew.in

42. CREDIT RATING

As on March 31,2026, your Company had the following credit ratings assigned by CARE Ratings Limited to the Company''s
bank facilities aggregating to Rs. 300 Crore:

Long-Term Bank Facilities: CARE BBB ; Stable

Short-Term Bank Facilities: CARE A2; Stable

After the close of the financial year, CARE Ratings Limited, vide its rating letter dated June 08, 2026, updated and reaffirmed
the same credit ratings.

43. DISCLOSURES AS PER SCHEDULE V OF THE LISTING REGULATIONS

The disclosures as required under Para A, F & G of Schedule V of the Listing Regulations are part of this Report and are enclosed
herewith as "Annexure - X”

44. DETAILS OF SIGNIFICANT CHANGES (i.e. CHANGE OF 25% OR MORE AS COMPARED TO THE IMMEDIATELY
PREVIOUS FINANCIAL YEAR) IN KEY FINANCIAL RATIOS, ALONG WITH DETAILED EXPLANATIONS THEREOF

46. ACKNOWLEDGEMENT

The Board places on record its deep sense of appreciation for the committed services by all the employees of the Company.
The Board would also like to express its sincere appreciation for the assistance and co-operation received from the financial
institutions, banks, government and regulatory authorities, stock exchanges, customers, vendors, members, debenture holders
and debenture trustee during the year under review.

For and on behalf of the Board of Directors
Knowledge Marine & Engineering Works Limited

Saurabh Daswani Kanak Kewalramani

Date: 08/September/2026 Managing Director Whole-time Director & CFO

Place: Mumbai DIN: 07297445 DIN: 06678703

45. GENERAL

Your Directors'' state that no disclosure or reporting is required in respect of the following matters as there were no transactions
on these matters during the year under review:

(a) Details relating to deposits covered under Chapter V of the Act.

(b) Issue of equity shares with differential rights as to dividend, voting or otherwise.

(c) Issue of sweat equity shares to the employees or directors of the Company.

(d) No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern
status and Company''s operation in future.

(e) No change in the nature of business of the Company.

(f) No proceeding pending under the Insolvency and Bankruptcy Code, 2016.

(g) No instance of one-time settlement with any Bank or Financial Institution

The directors with great pleasure present herewith their 09^th (Nineth) Annual Report on the business and operations of the Company together with the Standalone & Consolidated audited financial statements for the year ended on 31^st March, 2024.

1. FINANCIAL HIGHLIGHTS:

During the year under review, the Company registered a profit of Rs. 3,703.22 Lakhs before tax on a standalone basis & Rs. 4,298.74 Lakhs before tax on a consolidated basis and highlights of the financial performance of the Company on a standalone & consolidated basis are summarized below:

2. NATURE OF COMPANY''S BUSINESS

Your Company has three major business segments Dredging, Owning, and Operating Marine and Port Ancillary Crafts, Ship Building and Repair and Maintenance of Marine crafts and Marine infrastructure.

There were no changes in the nature of the business of the Company during the year under review.

3. STATE OF COMPANY>S AFFAIRS - STANDALONE

During the year under review, Revenue from operations has been decreased from Rs. 19,472.44 Lacs in FY 2022-23 to Rs.

13.928.31 Lacs in FY 2023-24 due to certain external conditions. Further, profit margin has slightly decreased from 23.93% in last year to 19.56% in the current financial year.

Your directors are putting all their efforts to economize the cost and improve the profitability of the Company. Your directors are hopeful for the growth and future expansion of the Company in the years to come.

4. STATE OF COMPANY>S AFFAIRS - CONSOLIDATED

During the year under review, Revenue from operations has been decreased from Rs. 20,152.96 Lacs in FY 2022-2023 to Rs.

16.358.31 Lacs in FY 2023-24. Further the percentage in Profit after Tax has slightly decreased from 23.42% in last financial year to 20.17% in the current financial year.

In the FY 2023-24 the Company is holding 50% shareholding in KMEW Offshore Private Limited, 70% in M/s Indian Ports Dredging Private Limited and 74% in M/s. Knowledge Infra Ports Private Limited, 90% in M/s Knowledge Dredging Co. W.L.L., Bahrain and the Company is having a Wholly owned subsidiaries namely, Knowledge Marine Co. W.L.L., Bahrain

In accordance with the Companies Act, 2013 (the "Act”) and other applicable Accounting Standard on consolidated financial statements, your Directors have pleasure in attaching the consolidated financial statements for the financial year ended 31^st March, 2024. The audited consolidated financial statements forms part of this report.

5. DIVIDEND

With a view to deploy the profits into the future expansion and growth of your Company, Board of Directors have decided not to recommend any dividend for the current year.

6. TRASNFER TO RESERVES

During the year under review, the Board of Directors has decided to transfer entire Post tax profit to its General Reserves.

7. SHARE CAPITAL

The Authorized Share Capital of the Company as of March 31,2024, is Rs. 11,00,00,000 (Indian Rupees Eleven Crores Only) divided into 1,10,00,000 (One Crore Ten Lakh) equity shares of Rs. 10/- each and the paid-up share capital of the Company as at 31^st March, 2024 was Rs.10,80,10,000/- (Indian Rupees Ten Crores Eighty Lakhs and Ten Thousand Only) divided into 1,08,01,000 (One crore Eight Lakhs One Thousand) Equity Shares at a face value of Rs. 10/- each fully paid up.

During the year under review, the Company has not increased its authorized share capital and paid-up share capital.

Further, the Company has neither bought back any of its securities nor issued any sweat equity shares or bonus shares or provided any stock options to its employees during the year under review.

8. DETAILS OF SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

As on 31^st March, 2024, the Company has Three subsidiary Companies, One Wholly Owned Subsidiary Company and one Associate Company. The details of the same areas under: -

A statement containing the salient features of the financial statement of subsidiaries in the prescribed form AOC-1 is provided as "Annexure - A" to this Directors'' Report. The statement also provides the details of performance, financial position of the subsidiary.

9. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Your Company has a professional Board with an optimal combination of Executive, Non-Executive, Women, and Independent Directors who bring to the table the right mix of knowledge, skills, and expertise and help the Company in implementing the best Corporate Governance practices.

During the year under review following changes were taken place in the Constitution of Board of Directors and KMP: #Mr. Sandeep Zaveri resigned from the office of the Independent Director with effect from 03^rd July, 2023.

#Mr. Shailesh Bhambhani was appointed as an Independent Director with effect from 03^rd July, 2023.

#Mrs. Sneha Devckar was appointed as an Independent Director with effect from 14^th August, 2023.

*Ms. Ritika Sharma resigned from the office of Company Secretary & Compliance Officer of the Company with effect fro 15^th February, 2024.

* Mr. Avdhoot Kotwal was appointed as the Company Secretary & Compliance Officer of the Company at the Boa Meeting held on 21^st March, 2024.

Your Board confirms that none of the Directors of the Company are disqualified from being appointed as Director in terr of section 164 of the Act and necessary declaration has been obtained from all the Directors in this regard.

Remuneration and other details of the Key Managerial Personnel for the financial year ended 31^st March, 2024 a mentioned in the extract of the Annual Return which is attached to this Report.

10. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW

During the year under review, your Board met at regular intervals to discuss and decide on Company/ business poli and strategy. The notice and agenda with notes on each agenda item for the Board Meeting were circulated as per t provisions of the Act and Articles of Association of the Company.

During the year under review the Board of Directors met 08 (Eight) times, details of which are summarized below:

*This excludes directorships in Private Limited Companies, Section 8 Companies, Foreign Companies. Membership/ Chairmanship in Committee of Directors includes Audit Committee and Stakeholders'' Relationship/Grievance Committee of Directors only. This does not include Membership/Chairmanship in Committee of Directors of Knowledge Marine & Engineering Works Limited.

12. DETAILS OF COMMITTEE OF BOARD OF DIRECTORS (AS ON 31^st MARCH, 2024)

Your Company has constituted various committees required under the Act and in accordance with the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirement) Regulation, 2015, as amended ("Listing Regulations”) for meeting operation convenience. Following are the details set out in brief for the constitution of these Committees:

A. AUDIT COMMITTEE

The composition of Audit Committee consists of two independent directors and one Whole-Time Director & CFO. Your Company had constituted the Audit Committee, and the terms of reference of the Audit Committee are in compliance with the provisions of Section 177 of the Act read with Regulation 18 of the Listing Regulations. All the members of the Audit Committee are financially literate and have accounting or related financial management expertise.

The Audit Committee consists of the following members:

(A) Ashish Mohandas - Independent Director (Chairman)

(B) Kanak Kewalramani - Whole-time Director & CFO (Member)

(C) Shailesh Bhambhani - Independent Director (Member)

During the year under review the Audit Committee was re-constituted. Mr. Sandeep Zaveri, Independent Director, who was also the Chairperson of the Audit Committee resigned with effect from 03^rd July, 2023. Further, the Board of Directors designated Mr. Ashish Mohandas as a Chairperson of the Audit Committee and appointed Mr. Shailesh Bhambhani as an Independent Director who is also a Member of the Audit Committee.

During the year under review, Audit Committee met on 30^th May, 2023, 29^th August, 2023, 14^th November, 2023 and 11^th March, 2024.

B. NOMINATION AND REMUNERATION COMMITTEE

The composition of Nomination and Remuneration Committee consists of two independent directors and nonExecutive and Non-Independent Director. Your Company had constituted the Nomination and Remuneration Committee, and the terms of reference of the Nomination and Remuneration Committee are in compliance with the provisions of Section 178 of the Act read with Regulation 19 of the Listing Regulations.

The Nomination and Remuneration Committee consists of the following members:

(A) Ashish Mohandas - Independent Director (Chairman)

(B) Jagat Jiban Biswas - Non-Executive Non-Independent Director (Member)

(C) Shailesh Bhambhani - Independent Director (Member)

During the year under review, the Nomination and Remuneration Committee was re-constituted. Mr. Sandeep Zaveri, Independent Director, who was also the member of the Nomination and Remuneration Committee was resigned with effect from 03^rd July, 2023. Further, the Board of Directors designated and appointed Mr. Shailesh Bhambhani as an Independent Director who is also a Member of the Nomination and Remuneration Committee.

During the year under review, Nomination and Remuneration Committee met twice on 06^th January, 2024, and 21^st March, 2024.

The Composition of Nomination and Remuneration Committee and attendance of members of Nomination and Remuneration Committee are as follows:

C. STAKEHOLDERS RELATIONSHIP COMMITTEE

Your Company has in place the Stakeholders Relationship Committee ("SRC”) for the redressal of the grievances of security holders of the Company.

The composition of Stakeholder Relationship Committee consists of One Independent Director and two Executive Directors. Your Company had constituted the Stakeholder Relationship Committee, and the terms of reference of the Stakeholder Relationship Committee are in compliance with the provisions of Section 178 of the Act read with Regulation 20 of the Listing Regulations.

During the year under review the Stakeholder Relationship Committee was re-constituted. Mr. Sandeep Zaveri, Independent Director, who was also the Chairperson of the Stakeholder Relationship Committee was resigned with effect from 03^rd July, 2023. Further, the Board of Directors appointed Mr. Shailesh Bhambhani as an Independent Director who was also designated as a Chairperson of the Stakeholder Relationship Committee.

During the year under review, the Stakeholders Relationship Committee met on 25th January, 2024.

The Composition, Meetings and Attendance of the committee is as follows:

D. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

On 14^th August 2023, your Company had constituted the Corporate Social Responsibility Committee ("CSR Committee”) and the terms of reference of the CSR Committee are in compliance with the provisions of Section 135 of the Act and rules made thereunder. The Company has formulated Corporate Social Responsibility Policy for effective implementation Corporate Social Activities. The same is also available on the website of the Company at https://www.kmew.in/images/pdf/csr-policy-2.pdf

The composition of CSR Committee consists of One Woman Independent Director and two Executive Directors. During the year under review, CSR Committee met twice on 29^th August 2023, and on 21^st March, 2024.

The Composition of CSR Committee and attendance of members of CSR Committee are as follows:

E. RISK MANAGEMENT COMMITTEE

Your Company has in place a mechanism to identify, assess, monitor, and mitigate various risks to key business objectives that may threaten the existence of the Company. Major risks identified by the various functions are documented along with appropriate mitigating controls on a periodic basis. Further the Company has framed Risk Management Policy for effective Risk Management and the same available on the website of the Company at is https://www.kmew.in/images/pdf/risk-management-policy-2.pdf

On 12^th January, 2024, your Company had constituted the Risk Management Committee and the terms of reference of the Risk Management Committee are in compliance with the provisions of Regulation 21 of the Listing Regulations.

The composition of Risk Management Committee consists of One Independent Director and two Executive Directors. During the year under review, Risk Management Committee met once on 25^th January 2024.

The Composition of Risk Management Committee and attendance of members of Risk Management Committee are as follows:

F. TENDER COMMITTEE

Your Company has in place a sperate Tender Committee for the purpose of bidding tenders. Your Board has identified that the Company participates in various tenders invited by the Port authorities and for every tender the Company is required to submit the Resolution. To make the things more convenient, your Company has constituted sperate tender committee on 30^th May, 2023.

The Composition of Tender Committee and attendance of members of Tender Committee are as follows:

13. DECLARATION OF INDEPENDENT DIRECTOR

In terms of Section 149(6) of the Act read with Rule 4 of the Companies (Appointment and Qualification of Directors) Rules, 2014, the Independent Directors of the Company have made a declaration confirming the compliance with the criteria of their independence.

14. DIRECTORS RESPONSIBILITY STATEMENT

The Directors would like to assure the members that the financial statements for the year under review, confirm in their entirety to the requirements of the Act.

Pursuant to the provisions of Section 134 of the Act, the Board of Directors, to the best of their knowledge and ability confirm that:

(a) in the preparation of the annual accounts for the Financial Year ended 31^st March, 2024, the applicable accounting standards have been followed and there are no material departures;

(b) The Directors have selected such 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 at the end of the Financial Year and of the profit of the Company for that period;

(c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) The Directors have prepared the Annual Accounts for the Financial Year ended 31^st March, 2024 on a going concern basis;

(e) The Directors have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;

(f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

15. DISCLOSURE AS PER SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Your Company has in place a Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH, 2013”). The Company has complied with the provision relating to the constitution of the Internal Committee under POSH 2013.

Your Company is committed to providing a safe and conducive work environment to all of its employees and associates. Your Company has created the framework for individuals to seek recourse and redressal to instances of sexual harassment. During the period under review, no complaint pertaining to sexual harassment of women at work place has been received by the Company.

The policy formulated by the Company for the prevention of sexual harassment is available on the website of the Company at http://www.kmew.in/images/pdf/sexual-harrasment-policy.pdf

16. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

The provisions of Section 125 of the Act do not apply as there was no dividend declared and paid in the previous year.

17. DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS

Your Company has a proper and adequate system of internal financial controls commensurate with its size & scale of operations, procedures, policies ensuring the effective, efficient and orderly conduct of the business and meets the following objectives:

(a) Providing assurance regarding the effectiveness and efficiency of operations;

(b) Efficient use and safeguarding of resources;

(c) Compliance with policies, procedures and applicable laws and regulations; and

(d) Transactions being accurately recorded and reported timely.

(e) The Company has a budgetary control system to monitor expenditures and operations against budgets on an ongoing basis.

Based on the assessment carried out by the Management and the evaluation of the results of the assessment, the Board is of the opinion that the Company has an adequate Internal Financial Control System that is operating effectively during the period under review.

There were no instances of fraud that necessitates reporting of material misstatements to the Company''s operations

18. MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENT RELATES AND THE DATE OF THE REPORT

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which financial statements relates as on the date of this report.

19. INSIDER TRADING REGULATIONS AND CODE OF DISCLOSURE

The Board of Directors have adopted the Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information and Code of Internal Procedures and Conduct for Regulating, Monitoring and Reporting of Trading by Insiders in accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulation, 2015 and the same is also available on the website at http://www.kmew.in/images/pdf/code-conduct-insider-trading.pdf

20. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

During the year under review, there were no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and the Company''s operations in future.

21. REPORTING OF FRAUDS

During the year under review, there have been no frauds reported by the Statutory Auditors of the Company under subsection (12) of Section 143 of the Act.

22. REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL & SENIOR MANAGEMENT

The Company has in place Nomination and Remuneration Policy which lays down a framework in relation to appointment and remuneration of Directors, Key Managerial Personnel and the other employees and their remuneration. This policy The policy is directed towards a compensation philosophy and structure that will reward and retain talent and provides for a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals. The policy is available on the website of the Company at https://www.kmew.in/ images/pdf/nomination-remuneration-policy-2.pdf

The Information as required under Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is is enclosed herewith as "Annexure - B"

23. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The details of Loans, Investments and Guarantees made or Securities provided which covered under the provisions of Section 186 of the Act are given in the Notes to the Financial Statements forming part of Annual Report.

24. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

The Company has adequate policies and procedures for the identification and monitoring of Related Party Transactions. All the transactions entered into with the Related Parties during the period under review were on an arm''s length basis and were in the ordinary course of business. The Company presented all Related Party Transactions before the Board specifying the nature, value, and terms and conditions of the transaction.

There have been no materially significant related party transactions with the Company''s Promoters, Directors, and others as defined in Section 2(76) of the Act which may have a potential conflict of interest with the Company at large. Disclosure in Form AOC-2 is enclosed herewith as "Annexure - C".

The Company has framed a Policy on the Materiality of Related Party Transactions for dealing with transaction with related parties. The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and the Related Parties. The policy is available on the website of the Company at https://www.kmew.in

25. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EARNING AND OUTGO

The information about the conservation of Energy, Technology Absorption, Foreign Exchange Earnings & Outgo as required under Section 134 (3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in "Annexure D".

26. ANNUAL RETURN

The Annual Return of your Company as on 31^st March, 2024, in the Form MGT-7 in accordance with Section 92(3) and 134(3)(9) of the Act read with the Companies (Management and Administration) Rules, 2014 is available on the website of the Company at https://www.kmew.in/images/pdf/extract-of-annual-return-mgt-7.pdf

27. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has put in place a Whistle Blower Policy to provide an open and transparent working environment and to promote responsible and secure whistle blowing system for directors and employees of the Company to raise concern. The Policy provides adequate safeguard against victimization of director(s) / employee(s) who raise the concern and have access to Chairman of Audit Committee who is entrusted to oversee the whistle blower mechanism. The Policy is available on the website of the Company http://www.kmew.in/images/pdf/vigil-mechanism.pdf

28. CORPORATE SOCIAL RESPONSIBILITY

As per the provisions Section 135 of the Act, read with Companies (Corporate Social Responsibility) Rules, 2014, the Company has constituted CSR Committee on 14^th August, 2023. The details of which are provided in Point 11 (d) of this report.

The CSR Report on the activities undertaken during the year is provided as an "Annexure-E” to this Report. The CSR Policy is available on the website of the at http://www.kmew.in/images/pdf/csr.pdf

29. POLICIES OF THE COMPANY

The Board of Directors has formulated the following policies which are available on website of the company http://www.kmew.in/investor-information.html

1. Code Of Business Conduct for Directors and Senior Executives

2. Nomination and Remuneration Policy

3. Vigil Mechanism / Whistle Blower Policy

4. Insider Trading - Code of Conduct

5. Fair Disclosure Policy

6. Preservation of Documents and Archival Policy

7. Policy on Determination of Materiality of Events/Information

8. Policy for Related Party Transaction

9. Sexual Harassment Policy

10. CSR Policy

11. Whistle Blower Policy.

12. Terms and conditions of appointment of Independent Director.

13. Code of conduct of Insider trading.

14. Policy of Material Group Company Creditors and Litigations.

15. Familiarization Programmes for ID.

30. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of the provisions of Regulation 34 read with Para B of Schedule V of the Listing Regulations, the Management Discussion and Analysis Report is presented in separate section forming part of this Annual Report.

31. DEPOSITS

During the year under review, the Company has neither accepted nor renewed any deposits within the meaning of Sections 73 and 74 of the Act read with Companies (Acceptance of Deposit) Rules, 2014.

32. STATUTORY AUDITORS

The members at the 06^th Annual General Meeting of the Company had approved the appointment of M/s. R.V. Luharuka & Co LLP Chartered Accountants (FRN:100164W/W1000174) as the Statutory Auditor of the Company for a period of 5 years till the conclusion of the 11^th Annual General Meeting of the Company. During the year under review the name of Statutory Auditor has been changed from "M/s. R.V. Luharuka & Co LLP" to "M/s. L K J & Associates LLP". They have given their consent and confirmed their eligibility for the proposed appointment to act as the Statutory Auditor of the Company for the FY 2024-25.

The Report given by the Statutory Auditors on Standalone Financial Statements of the Company. for the year under review forms part of the Annual Report. There are no observations (including any qualifications, reservations, adverse remarks, or disclaimers) of the Auditors in the Audit Report. Further, the notes to the accounts referred to in the Auditor''s Report are self-explanatory.

33. SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s Amit Dharmani & Associates, Practicing Company Secretary were appointed as the Secretarial Auditors for auditing the secretarial records of the Company for the financial year 2023-24.

The Secretarial Audit Report of the Company as provided by M/s. Amit Dharmani & Associates, Practicing Company Secretary is annexed to this Report as Annexure - F

34. INTERNAL AUDITORS

Pursuant to the Section 138 of the Act read with the Companies (Accounts) Rules, 2014, M/s. RSSA & Associates, Chartered Accountants were appointed as the Internal Auditors of the Company for the financial year 2023-24.

35. MAINTENANCE OF COST RECORDS AND COST AUDITORS

Since the Company operates in service Sector, hence provisions of the Section 148 of the Act are not applicable. Therefore the maintenance of cost records and appointment of cost auditor is not applicable.

36. SECRETARIAL STANDARDS

During the year under review, the Company has complied with the applicable Secretarial Standards issued by The Institute of Company Secretaries of India.

37. CORPORATE GOVERNANCE

In terms of Regulation 15(2) (a) of the Listing Regulations, 2015 is not applicable to SME Listed Companies. Hence compliance with Regulations 17, 17A, 18, ,19, 20, 21,22, 23, 24, 24A, 25, 26, 27 and Regulation 46 (2) clauses (b) to (i) and (t) and Schedule V Para C, D and E of the Listing Regulation is not applicable to the Company.

38. DISCLOSURES AS PER SCHEDULE V OF THE LISTING REGULATIONS

The disclosures as required under Para A, F & G of Schedule V of the Listing Regulations are part of this Report and are enclosed herewith as "Annexure - G"

39. FORMAL ANNUAL EVALUATION:

An annual evaluation of the Board''s own performance, Board committees and individual directors was carried out pursuant to the provisions of the Act in the following manner:

40. HUMAN RESOURCES

Your Company treats its "human resources” as one of its most important assets. Your Company continuously invests in retention and development of talent on an ongoing basis. A number of programs that provide focused people attention are currently underway. Your Company thrust is on the promotion of talent internally through job rotation and job enlargement.

41. DETAILS OF SIGNIFICANT CHANGES (i.e. CHANGE OF 25% OR MORE AS COMPARED TO THE IMMEDIATELY PREVIOUS FINANCIAL YEAR) IN KEY FINANCIAL RATIOS, ALONG WITH DETAILED EXPLANATIONS THEREOF

42. ACKNOWLEDGEMENT

Your directors place on records their sincere thanks to business associates, shareholders, consultants and various government authorities for their continued support. The Directors also thank the executive, employees and staff of the Company for their valuable services and support during the year.

Directors'' Report

To

The Members of,

Knowledge Marine & Engineering Works Limited

Your Directors with great pleasure present herewith their 08th Annual Report on the business and operations of the Company
together with the standalone & consolidated audited financial statements for the year ended 31st March, 2023.

FINANCIAL SUMMARY:

The financial highlights of the Company for the year under review are summarized below:

NATURE OF COMPANY''S BUSINESS

Your Company has three major business segments
Dredging, Owning and Operating Marine ancillary Crafts,
Repair and Maintenance of Marine crafts and Marine
infrastructure.

STATE OF COMPANY''S AFFAIRS - STANDALONE

During the year under review, Revenue from operations
has been increased from Rs. 4,946.95 Lacs in FY 2021-22 to
Rs. 19,472.44 Lacs in FY 2022-23. Further, Profit After Tax is
achieved as Rs. 6,257.64 Lakhs as against Rs. 2,615.25 Lakhs
last year.

Your Directors are putting all their efforts to economize the
cost and improve the profitability of the Company. Your
Directors are hopeful for the bright future of the Company
in the years to come.

STATE OF COMPANY''S AFFAIRS - CONSOLIDATED

During the year under review, Revenue from operations
has been increased from Rs. 6110.63 Lacs in FY 2021-22
to Rs. 20,152.96 Lacs in FY 2022-2023. Further, Profit After
Tax is achieved as Rs. 6,337.84 Lakhs as against Rs. 2,800.78
Lakhs last year.

In the FY 2022-23 the Company is holding 50% shareholding
in KMEW Offshore Private Limited, 70% in M/s Indian Ports

Dredging Private Limited and 74% in M/s. Knowledge Infra
Ports Private Limited.

In accordance with the Companies Act, 2013 and other
applicable Accounting Standard on consolidated financial
statements, your Directors have pleasure in attaching the
consolidated financial statements for the financial year
ended 31st March, 2023, the audited consolidated financial
statements forms part of this report.

CHANGE IN THE NATURE OF BUSINESS

There were no changes in the nature of the business of the
Company during the year under review.

DIVIDEND

With a view to deploy the profits into the future expansion
and growth of your Company, Board of Directors has not
recommended any dividend for the year.

RESERVE

All of the amount of Profit is transferred to General Reserve
during the year under review.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Your Company''s Board comprises of following Directors
and Key Managerial Personnel (KMP):

NUMBER OF MEETINGS ATTENDED BY DIRECTORS

Note:

* Ms. Ritika Sharma was appointed as the Company
Secretary & Compliance Officer of the Company at the
Board Meeting held on 28th October, 2022.

*Ms. Ruchi Nishar served as Company Secretary &
Compliance Officer of the Company from 18th February,
2022 to 28th October 2022.

Based on the confirmations received from Directors, none
of the Directors are disqualified from appointment under
the Companies Act, 2013.

NUMBER OF BOARD MEETINGS CONDUCTED DURING
THE YEAR UNDER REVIEW

During the year under review Board of Directors met 07
(Seven) times and Independent Directors once on 05th
January, 2023 during the year ended 31st March, 2023,
details of which are summarized below:

The Board as on 31st March, 2023 comprises of 5 (Five)
Directors out of which one Director is Non-Executive Non¬
Independent Directors, two Directors are Independent
Directors, one is Whole-Time Director and the other
Director is Managing Director who is responsible for the
day-to-day management of the Company subject to the
supervision, direction and control of the Board of Directors.
The Company satisfies the criteria of having minimum
number of independent directors in the board as per the
provisions of Companies Act 2013.

DECLARATION OF INDEPENDENT DIRECTOR

Pursuant to Section 149(6) of the Companies Act, 2013,
Independent Directors of the Company has made a
declaration confirming the compliance of the conditions
of the independence stipulated in the aforesaid section.

DISCLOSURE AS PER SEXUAL HARRASSMENT OF
WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013:

Pursuant to the requirements under the Prevention of
Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013, the Company has
enacted a Policy on Prevention, Prohibition and Redressal
of Sexual Harassment at Work Place and has an Internal
Complaints Committee. There were no cases filed during
the year under review.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR
EDUCATION AND PROTECTION FUND

The provisions of Section 125(2) of the Companies Act,
2013 do not apply as there was no dividend declared and
paid last year.

RISK MANAGEMENT POLICY

In today''s challenging and competitive environment,
strategies for mitigating inherent risks in accomplishing the
growth plans of the Company are imperative. Company
recognizes that the risk is an integral part of business and is
committed to managing the risk in proactive and efficient
manner. The Company had adopted Risk Management
System to ensure sustainable business growth with
stability and to promote a proactive approach in reporting,
evaluating and resolving risks associated with the business.

In order to achieve the key objective, the system establishes
a structured and disciplined approach to Risk Management.

The management is however, of the view that none of the
risks may threaten the existence of the Company as robust
Risk mitigation mechanism is put in place to ensure that
there is nil or minimum impact on the Company in case
of any of these risks materialize. The risk management
framework is reviewed periodically by the Board and Audit
Committee.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 134(3) (c) of the
Companies Act, 2013 and also on the basis of discussions
with the Statutory Auditors of the Company from time to
time, 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 31st March, 2023, the applicable
accounting standards have been followed and there
are no material departures;

(b) they have selected such 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 at the end of the Financial Year and of the
profit of the Company for that period;

(c) they have taken proper and sufficient care for the
maintenance of adequate accounting records
in accordance with the provisions of the Act for
safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;

(d) they have prepared the Annual Accounts for the
Financial Year ended 31st March, 2023 on a going
concern basis;

(e) they have laid down internal financial controls to be
followed by the Company and such internal financial
controls are adequate and operating effectively;

(f) they have devised proper systems to ensure
compliance with the provisions of all applicable laws
and that such systems are adequate and operating
effectively.

DETAILS OF ADEQUACY OF INTERNAL FINANCIAL
CONTROLS

(a) The Company has a proper and adequate system of
internal financial controls commensurate with its
nature and size of business and meets the following
objectives:

(b) Providing assurance regarding the effectiveness and
efficiency of operations;

(c) Efficient use and safeguarding of resources;

(d) Compliance with policies, procedures and applicable
laws and regulations; and

(e) Transactions being accurately recorded and reported
timely.

(f) The Company has a budgetary control system to
monitor expenditures and operations against budgets
on an ongoing basis.

MATERIAL CHANGES AND COMMITMENT, IF ANY,
AFFECTING THE FINANCIAL POSITION OF THE
COMPANY OCCURRED BETWEEN THE END OF
THE FINANCIAL YEAR TO WHICH THIS FINANCIAL
STATEMENT RELATES AND THE DATE OF THE REPORT:

No material changes and commitments affecting the
financial position of the Company occurred between the
end of the financial year to which financial statements
relates as on the date of this report.

INSIDER TRADING REGULATIONS AND CODE OF
DISCLOSURE

The Board of Directors have adopted the Code of Practices
and Procedures for Fair Disclosure of Unpublished Price
Sensitive Information and Code of Internal Procedures
and Conduct for Regulating, Monitoring and Reporting of
Trading by Insiders in accordance with the requirements
of the SEBI (Prohibition of Insider Trading) Regulation, 2015
and is available on our http://www.kmew.in

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS

During the year under review, there were no significant
and material orders passed by the Regulators or Courts
or Tribunals impacting the going concern status and the
Company''s operations in future.

REPORTING OF FRAUDS

There were no instances of frauds during the year under
review, which required the Statutory Auditors to report
to the Audit Committee and / or the Board under Section
143(12) of the Act and the rules made thereunder.

PARTICULARS OF EMPLOYEES

The details of employees remuneration as required under
Section 197(12) of the Companies Act, 2013 read with Rule
5 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 is applicable and given
in Annexure B

CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION AND FOREIGN EARNING AND OUTGO

Conservation of energy, technology absorption is
not applicable as company was not engaged in the
manufacturing activity. Whereas no foreign exchange
earned during the period. However, the foreign exchange
outflow during the period under review was Rs. 937.87
Lakhs (11,65,258 USD and 7,350 SGD).

PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS MADE UNDER SECTION 186 OF THE
COMPANIES ACT, 2013

The details of Loans and Investments and guarantees
covered under the provisions of Section 186 of the Act are
given in the Notes to the Financial Statements forming part
of Annual Report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS
MADE WITH RELATED PARTIES

During the year under review, the Company did not enter
into any Material transaction (as defined in the Company''s
policy on related party transactions) with the related
parties. All related party transactions are placed before
the Audit Committee for review. Prior omnibus approval
is obtained for related party transactions on a yearly basis
for transactions which are repetitive in nature. All other
transactions of the Company with related parties were in
the ordinary course of business and at an arm''s length.
Accordingly, the disclosure of related party transactions as
required under Section 134(3)(h) of the Act, in Form AOC-2
is not applicable. Details of transactions with related parties
are disclosed in the Notes to the Financial Statements,
forming a part of this Annual Report.

DETAILS OF COMMITTEE OF DIRECTORS (AS ON 31ST
MARCH, 2023)A. AUDIT COMMITTEE

The composition of Audit Committee consists of two
independent directors and Whole-Time Director. The
terms of reference stipulated by the Board to the Audit
Committee are as per the Companies Act, 2013 and SEBI
(LODR) Regulations, 2015.

During the financial year ended 31st March, 2023, Audit
Committee meetings were held on the following dates:

(1) 06th May, 2022 (2) 26th August, 2022 (3) 14th
November, 2022 (4) 5th January, 2023, and (5) 17th March
2023.

Attendance of Committee members during 2022-23 is as
follows:

B. NOMINATION AND REMUNERATION COMMITTEE

During the financial year ended 31st March, 2023, the
Nomination & Remuneration Committee Meeting was
held once on 28th October, 2023.

The Composition of Nomination and Remuneration
Committee:

C. STAKEHOLDERS RELATIONSHIP COMMITTEE

The Company has in place the Stakeholders Relationship
Committee ("SRC”) for the redressal of the grievances of
security holders of the Company.

During the financial year ended 31st March, 2023, the
Stakeholders Relationship Committee Meeting was held
on 28th October, 2022.

The Composition, Meetings and Attendance of the
committee is as follows:

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has put in place a Whistle Blower Policy to
provide an open and transparent working environment
and to promote responsible and secure whistle blowing
system for directors and employees of the Company to
raise concern. The Policy provides adequate safeguard
against victimization of director(s) / employee(s) who
raise the concern and have access to Chairman of Audit
Committee who is entrusted to oversee the whistle blower
mechanism. The Policy is available on the website of the
Company www.kmew.in

CORPORATE SOCIAL RESPONSIBILITY

As per the provisions of the Companies Act, 2013, various
circulars and clarifications issued by the Ministry of

Corporate Affairs, the Company is not required to constitute
a CSR Committee as on date. The Board of the Company
is thereby authorized and responsible to carry out all the
functions of the CSR Committee.

The CSR Report on the activities undertaken during the
year is provided as an Annexure-C to this Report. The CSR
Policy is available on the website of the Company at the
link: www.kmew.in .

POLICIES OF THE COMPANY

The Board of Directors has formulated the following
policies which are available on website of the company
www.kmew.in

1. Code Of Business Conduct for Directors and Senior
Executives

2. Nomination and Remuneration Policy

3. Vigil Mechanism / Whistle Blower Policy

4. Insider Trading - Code of Conduct

5. Fair Disclosure Policy

6. Preservation of Documents and Archival Policy

7. Policy on Determination of Materiality of Events/
Information

8. Policy for Related Party Transaction

9. Sexual Harassment Policy

10. CSR Policy

11. Whistle Blower Policy.

12. Terms and conditions of appointment of Independent
Director.

13. Code of conduct of Insider trading.

14. Policy of Material Group Company Creditors and
Litigations.

15. Familiarization Programmes for ID
SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE
COMPANIES

As on 31st March, 2023, the Company has Two subsidiary
Companies and one Associate Company. The details of the
same areas under: -

statement also provides the details of performance,
financial position of the subsidiary.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of the provisions of Regulation 34 of the
Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2018, the
Management''s discussion and analysis is set out in this
Annual Report.

DEPOSITS

The Company has neither accepted nor renewed any
deposits during the year under review.

STATUTORY AUDITORS

M/s. R.V. Luharuka & Co LLP, Chartered Accountants
(FRN:100164W/W1000174) were appointed as the
Statutory Auditor of the Company at the 06th Annual
General Meeting of the Company to hold office for a
period of 5 years till the conclusion of the Eleventh Annual
General Meeting of the Company. M/s. R. V. Luharuka & Co
LLP, Chartered Accountants have provided the standalone
& consolidated financial statements of the Company
for the Financial Year 2022-23 which forms part of this
Annual Report. The Statutory Auditors have submitted an
unmodified opinion on the audit of financial statements
for the Financial Year 2022-23 and there is no qualification,
reservation, adverse remark or disclaimer given by the
Auditors in their Report.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 and other
applicable provisions, if any, of the Companies Act, 2013,
M/s. Deepak Kewaliya & Co., Practicing Company Secretary
were appointed as the Secretarial Auditors for auditing the
secretarial records of the Company for the Financial Year
2022-23.

Secretarial audit report of the Company as provided by
M/s. Deepak Kewaliya & Co.; Practicing Company Secretary
is annexed to this Report as Annexure-D.

INTERNAL AUDITORS

Pursuant to the Section 138 and other applicable provisions,
if any, of the Companies Act, 2013, M/s. RSSA & Associates,
Chartered Accountants were appointed as the Internal
Auditors of the Company for the financial year 2023-24.

MAINTENANCE OF COST RECORDS AND COST
AUDITORS

During the year under review, provisions of the Section 148
of Companies Act, 2013, is not applicable to the Company.
Therefore, maintenance of cost records and appointment
of cost auditor is not required.

AUDITORS'' REPORT AND SECRETARIAL AUDITORS''
REPORT

The Auditors''Report and Secretarial Auditors''Report do not
contain any qualifications, reservations or adverse remarks.

SECRETARIAL STANDARDS

During the year under review, the Company has complied
with the applicable Secretarial Standards issued by The
Institute of Company Secretaries of India.

CHANGES IN SHARES CAPITAL

The paid-up share capital of the Company as at 31st March,
2023 was Rs. 10,80,10,000/- (Rupees Ten Crores Eighty
Lakhs and Ten Thousand) divided into 1,08,01,000 (One
crore Eight Lakhs One Thousand) Equity Shares at a face
value of Rs. 10 (Ten) each fully paid up. During the year
under review, the Company has not issued any shares with
differential voting rights neither granted any stock options
nor sweat equity.

CORPORATE GOVERNANCE

Regulation 15(2) (a) of the Listing Obligations & Disclosure
requirements (LODR) Regulations, 2015 is not applicable to
SME Listed Companies. Hence compliance with Corporate
Governance provisions as per Listing Obligations &
Disclosure requirements (LODR) Regulations, 2015 are not
applicable to company.

FORMAL ANNUAL EVALUATION:

An annual evaluation of the Board''s own performance,
Board committees and individual directors were carried out
pursuant to the provisions of the Act in the following manner:

HUMAN RESOURCES

Your Company treats its "human resources” as one of its
most important assets. Your Company continuously invests
in retention and development of talent on an ongoing
basis. A number of programs that provide focused people
attention are currently underway. Your Company thrust is
on the promotion of talent internally through job rotation
and job enlargement.

DETAILS OF SIGNIFICANT CHANGES (i.e. CHANGE OF
25% OR MORE AS COMPARED TO THE IMMEDIATELY
PREVIOUS FINANCIAL YEAR) IN KEY FINANCIAL

the year. And, there was a surge in the revenue of the
Company due to existing and new contracts bagged
by the Company which led to such significant increase
in EBIT as compared to last year. Increase in revenue was
high as compared to increase in interest component.
Therefore interest coverage ratio has been increased
positively by 113.45% as compared to last year.

2. Due to preferential allotment during the year capital
employed of the company has been gradually
increased resulting decrease in ratio. Further, there is
also surge in profit of the Company as compared to
increase in debt of the Company. Therefore, there is
decrease in debt to equity of the Company.

3. During the year, some exceptional expenses such as
dry docking/repairs of the vessel were incurred which
reduced the margins of the Company as compared to
last year.

4. During the year under review, some exceptional
expenses such as dry docking/repairs of the vessel
were incurred which reduced the margins of the
Company as compared to last year.

5. During the year the company has issued fresh Share
Capital with premium in the form of Preferential
allotment. Return on capital employed will be
gradually increased in the coming year as the income
will be equated evenly. Further, during the year an
assets has also been introduced by the Company due
to which there is increase in Deferred Tax provisioning
which leads to reason for decrease.

6. The increase in debtors have reduced in proportion to
sales as compared to last year due to timely payment
of the invoices raised. Hence the ratio has been
improved.

7. During the year Company has repaid most of its debts
and current assets of the company were drastically
increased as compared to last year, hence the ratio has
been improved.

8. During the year most of the debts has been repaid
by the company and there was no further increase
in the long term loans. Further Current assets of the
Company has been increased drastically which result
in increase in the working capital. Hence the ratio has
been improved.

9. The Company is into service industry and hence does
not possess any inventory.

SECRETARIAL STANDARDS

During the year under review, your Company has complied
with all the applicable secretarial standards issued by the
Institute of Company Secretaries of India.

ACKNOWLEDGEMENT

Your directors place on records their sincere thanks to
business associates, shareholders, consultants and various
government authorities for their continued support. The
Directors also thank the executive, employees and staff
of the Company for their valuable services and support
during the year.

For and on behalf of the Board of Directors
Knowledge Marine & Engineering Works Limited

Saurabh Daswani Kanak Kewalramani

Date: 29/08/2023 Managing Director Director & CFO

Place: Mumbai DIN: 07297445 DIN: 06678703