Knowledge Marine & Engineering Works Ltd Directors Report

To,

The Members,

Knowledge Marine & Engineering Works Limited

The Directors with great pleasure present their 10th (Tenth) 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, 2025. The consolidated performance of the Company and its subsidiaries has been referred to wherever required.

1. FINANCIAL & OPERATIONAL HIGHLIGHTS:

(Amounts in Rs. in Lacs)

Particulars	Standalone		Consolidated
	2024-25	2023-24	2024-25	2023-24
	Current Year	Previous Year	Current Year	Previous Year
Revenue from Operations	14,922.07	13,928.31	20,070.67	16,358.31
Other Income	548.91	306.78	520.19	312.57
Total Revenue	15,470.98	14,235.09	20,590.85	16670.88
Total Expenses	10,710.38	10,735.30	14,371.12	12,590.73
Profit Before Exceptional Items and Tax	4,760.61	3,499.79	6,219.73	4,080.17
Exceptional Items	-	-	-	-
Profit Before Tax	4,760.61	3,499.79	6,219.73	4,080.17
Tax Expenses:
Current Year Tax	1,021.56	863.18	1,024.07	881.19
Deferred tax	241.53	148.06	235.53	146.44
Total Tax Expenses	1,263.10	1,011.24	1,259.60	1,027.63
Profit After Tax	3,497.51	2,488.55	4,960.13	3,052.52
Earnings Per Share	32.39	23.12	46.12	28.31

During the year under review, the Company registered a profit of Rs. 3,497.51 Lakhs after tax on a standalone basis & Rs. 4,960.13 Lakhs after tax on a consolidated basis.

Earning Per Share

The Standalone and consolidated basic & diluted EPS of the Company stood at Rs. 32.39 and 46.12 respectively for the Financial Year ended March 31, 2025 as against Rs. 23.12 and 28.31 for the Financial Year ended March 31, 2024.

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

Knowledge Marine & Engineering Works Limited has acquired 29.99% shares in the Indian Ports Dredging Private Limited, 25.99% shares in Knowledge Infra Ports Private Limited and 51% shares in Kamal Marine & Engineering Works Private Limited on August 06, 2025.

Acquisition of these Companies result into diversify its revenue streams, creating operational synergy and enhancing overall efficiency which would have positive effect on the financial position of your Company.

3. NATURE OF COMPANYS 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.

4. STANDALONE FINANCIAL PERFORMANCE OF COMPANY

During the year under review, Revenue from operations has been increased from Rs. 13,928.31 Lacs in FY 2023-24 to Rs. 14,922.07 Lacs in FY 2024-25. Further the percentage in Profit after Tax has increased from 17.87% in FY 2023-24 to 23.44% in the FY 2024-25.

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.

5. CONSOLIDATED FINANCIAL PERFORMANCE OF COMPANY

During the year under review, Revenue from operations has been increased from Rs. 16,358.31 Lacs in FY 2023-24 to Rs. 20,070.67 Lacs in FY 2024-25. Further, profit margins have increased from 18.66% in FY 2023-24 to 24.71% in the FY 2024-25. In the FY 2024-25 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, [including statutory modification(s) or re-enactments thereof for the time being in force] (the "Companies Act") and other applicable Accounting Standard on Consolidated and Standalone Financial Statements, your Directors have pleasure in attaching the Consolidated and Standalone Financial Statements for the Financial Year ended March 31, 2025. The Audited Consolidated and Standalone Financial Statements forms part of this report.

6. MIGRATION TO MAIN BOARD OF BSE LIMITED & THE NATIONAL STOCK EXCHANGE OF INDIA LIMITED

This year, your Company has achieved significant milestone. During the year under review, the Equity Shares of your Company got migrated from Small and Medium Enterprises Platform of BSE Limited ("BSE-SME") to the main Board BSE Limited and directly listed on the National Stock Exchange of India Limited ("NSE") and commenced trading on BSE & NSE with effect from November 14, 2024. Being listed on these prestigious exchanges would enhance our visibility and approach and provide your Company with greater opportunities to expand the operations and achieve strategic goals of your Company.

7. 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 2024-25, 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 2024-25 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 Companys website.

8. 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.

9. 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 Companys website at the following Web link: https://www.kmew.in/images/pdf/Dividend-Distribution-Policy-2.pdf

10. 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.

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.

As on March 31, 2025, the Company has Three Subsidiary Companies, One Wholly Owned Subsidiary Company and one Associate Company. The details of the same areas under: -

Sr. No. Name of Company	Corporate Identification Number	Nature of Company	Percentage of shareholding
1 KMEW Offshore Private Limited	U74999MH2017PTC291379	Associate Company	50%
2 Indian Ports Dredging Private Limited	U74999MH2017PTC292712	Subsidiary Company	70%
3 Knowledge Infra Ports Private Limited	U74999MH2019PTC324093	Subsidiary Company	74%
4 Knowledge Dredging Co. W.L.L.	CR No. 166802 - 1	Subsidiary Company	90%
5. Knowledge Dredging Co. W.L.L.	CR No. 166850 - 1	Wholly Owned Subsidiary Company	100%

Knowledge Infra Ports Private Limited ("KIPPL"), is an Indian Material Unlisted Private Company (on the basis of Revenue of the previous consolidated Financial Year of the Knowledge Marine & Engineering Works Limited) engaged in the Dredging & Maritime Sector, reported an operating revenue of Rs. 1,468.07 Lakhs in the current year FY 2024-25 as compared to Rs. 1,996.40 Lakhs in the previous FY 2023-24, registering a decrease of 35.99%. Further the decrease in the revenue of the KIPPL is due to the successful completion of the work in the month of November 2024. Indian Ports Dredging Private Limited ("IPDPL"), is an Unlisted Private Company engaged in the Dredging & Maritime Sector, reported an operating revenue is Nil in the current year FY 2024-25 as compared to Rs. 195.76 Lakhs in the previous FY 2023-24. The decrease in the revenue is due to successful completion of the work in the previous year. KMEW Offshore Private Limited ("KOPL"), is an Unlisted Private Company engaged in the Dredging & Owning, Operating and Manning of Port Ancillary Crafts Sector, reported an operating revenue of Rs. 215.55 Lakhs in the current year FY 2024-25 as compared to Rs. 337.40 Lakhs in the previous FY 2023-24, registering a decrease of 36.11%. Further the decrease in the revenue of the KOPL is due to successful completion of the existing work in the month of November 2024.

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. 3,164.70 Lakhs in the current year FY 2024-25 as compared to Rs. 1569.29 Lakhs in the previous FY 2023-24, registering an increase of 101.66%. This shows KMCWLL efficiency and propelled growth in Sand mining business. Knowledge Dredging Co. W.L.L., Foreign Unlisted Private Company, situated in Bahrain, engaged in the Sand Mining Sector, reported an operating revenue of Rs. 1,411.50 Lakhs in the current FY 2024-25 as compared to Nil in the previous FY 2023-24. A statement containing the salient features of the financial statement of subsidiaries in the prescribed form AOC-1 is provided as "Annexure – II" to this Directors Report. The statement also provides the details of performance, financial position of the subsidiary.

12. INTERNAL FINANCIAL CONTROL

Your Companys 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 Tally 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 Companys operations

13. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A detailed analysis of your Companys performance is discussed in the Management Discussion and Analysis Report, which forms part of this Annual Report.

14. 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.

As per the process, necessary details for each of the Related Party Transactions as applicable along with the justification are provided to the Audit Committee in terms of the Companys Policy on Materiality of and Dealing with Related Party Transactions and as required under SEBI Master Circular dated November 11, 2024.

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.

All the transactions entered into with the Related Parties during the year under review were on an arms 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 Companys 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 – III". The Policy on Related Party Transactions as approved by the Board is uploaded on the Companys website and can be accessed in the Governance section at the Web-link:https://www.kmew.in/images/pdf/Policy-on%20-Related-Party-Transaction-2.pdf

15. AUDITORS

(A) STATUTORY AUDITORS

The members at the 06th 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 11th Annual General Meeting of the Company to be held in the year 2026. The Auditors Report for FY 2024-25 is unmodified i.e., it does not contain any qualifications, reservations, adverse remarks, or disclaimers. Further, the notes to the accounts referred to in the Auditors Report are self-explanatory.

(B) SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Amit Dharmani & Associates, Practicing Company Secretary (Certificate of Practice No. 18179) to undertake the Secretarial Audit of the Company. Secretarial audit report of the Company, as provided by M/s. Amit Dharmani & Associates, Practicing Company Secretary is annexed to this Report as Annexure-IV.

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 2024-25 for all applicable compliances as per SEBI Regulations and Circulars /idelines issued thereunder. The Annual Secretarial Compliance Report issued under Regulation 24A of the Listing Regulations duly signed by CS Divya Mohta, Practicing Company Secretary, Kolkata, has been submitted to the Stock Exchanges and is annexed at Annexure - V to this Boards Report.

(D) SECRETARIAL AUDIT OF MATERIAL UNLISTED INDIAN SUBSIDIARY

Based on the Financials of FY 2023-24, the Knowledge Infra Ports Private Limited is a Material Unlisted Indian Subsidiary of the Company as on March 31, 2024 and as per the requirement under Regulation 24A of the Listing Regulations regarding the Secretarial Audit of Material Unlisted Indian Subsidiary is applicable to the Company for the Financial Year 2024-25. The Secretarial Audit Report Annexure - VI to this Boards Report.

(E) 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 2024-25. The Internal Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

(F) MAINTENANCE OF COST RECORDS AND COST AUDITORS

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

(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 sub-section (12) of Section 143 of the Act.

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

2013

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

17. 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 Companies Act read with Companies (Acceptance of Deposit) Rules, 2014.

18. 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 Companys Board comprises of following Directors:

Sr. No. Name	Designation	DIN
1. Mr. Saurabh Daswani*	Managing Director	07297445
2. Mrs. Kanak Kewalramani**	Whole-Time Director & Chief Financial Officer	06678703
3. Mr. Jagat Jiban Biswas	Non-Executive, Non-Independent Director	07311532
4. Mr. Shailesh Bhabhani	Non-Executive, Independent Director	08268597
5. Mr. Ashish Mohandas#	Non-Executive Independent Director	08708036
6. Mrs. Sneha Devckar	Non-Executive Women Independent Director	10250775

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

*Mr. Saurabh Daswani, Managing Director of the Company was re-appointed as Managing Director for the period of 5 years with effect from February 26, 2025. Re-appointment of Mr. Saurabh Daswani as a Managing Director was recommended by Nomination and Remuneration Committee and approved by the Board of Director in their meeting held on August 16, 2024 and the shareholders provided the assent to it in the 09th Annual General Meeting held on September 19, 2024. **Mrs. Kanak Kewalramani, Whole-time Director of the Company was re-appointed as Whole-time Director for the period of 5 years with effect from February 26, 2025. Re-appointment of Mrs. Kewalramani as a Whole-time Director was recommended by Nomination and Remuneration Committee and approved by the Board of Director in their meeting held on August 16, 2024 and the shareholders provided the assent to it in the 09th Annual General Meeting held on September 19, 2024.

#Mr. Ashish Mohandas was re-appointed as an Independent Director with effect from March 03, 2025 for a second consecutive term of 5 years. Re-appointment of Mr. Mohandas as an Independent Director was recommended by Nomination and Remuneration Committee and approved by the Board of Director in their meeting held on August 16, 2024 and the shareholders provided the assent to it in the 09th Annual General Meeting held on September 19, 2024. 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 31st March, 2025 are mentioned in the extract of the Annual Return which is attached to this Report.

19. 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 Companies Act.

Pursuant to the provisions of Section 134 of the Companies 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, 2025, 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 Companies 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, 2025 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.

20. 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 and Listing Regulations.

The Board of Directors are 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.

21. 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 Companys 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 Companys 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 Companys 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.

22. RETIREMENT BY ROTATION

Mr. Jagat Jiban Biswas retires by rotation and being eligible, offers himself for re-appointment at the 10th Annual General Meeting of the Company.

23. BOARD EVALUATION

Pursuant to the provisions of the Companies Act 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.

24. 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, 2024 to March 31, 2025, 11 (Eleven) Board meetings held on April 16, 2024, May 28, 2024, June 21, 2024, July 05, 2024, August 16, 2024, October 21, 2024, November 07, 2024, December 09, 2024, December 24, 2024, January 27, 2025 and February 11, 2025. The gap between two meetings was within the time period prescribed under the Act.

25. 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 11, 2025 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.

26. DETAILS OF COMMITTEE OF BOARD OF DIRECTORS (AS ON MARCH 31, 2025)

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 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:

Name	Designation	Nature of Directorship
Ashish Mohandas	Chairman	Non-Executive Independent Director
Shailesh Bhambhani	Member	Non-Executive Independent Director
Kanak Kewalramani	Member	Whole-time Director & CFO

During the year under review, Audit Committee meetings were held on May 28, 2024, August 16, 2024, November 07, 2024 and February 11, 2025.

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:

Name	Designation	Nature of Directorship
Ashish Mohandas	Chairman	Independent Director
Shailesh Bhambhani	Member	Independent Director
Jagat Jiban Biswas	Member	Non-Executive, Non-Independent Director

During the year under review, meeting of Nomination and Remuneration Committee was held on August 16, 2024.

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:

Name	Chairman/Member	Nature of Directorship
Mr. Shailesh Bhmabhani	Chairman	Non-Executive Independent Director
Mr. Saurabh Daswani	Member	Managing Director
Mrs. Kanak Kewalramani	Member	Whole-Time Director & Chief Financial Officer

During the year under review, the Stakeholders Relationship Committee held on February 11, 2025.

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:

Name	Chairman/Member	Nature of Directorship
Mrs. Kanak Kewalramani	Chairman	Whole-time Director & Chief Financial Officer
Mr. Saurabh Daswani	Member	Managing Director
Mrs. Sneha Devckar	Member	Non-Executive Independent Director

During the year under review, the CSR Committee held on May 28, 2024, and on February 11, 2025.

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 are as follows:

Name	Chairman/Member	Nature of Directorship
Mr. Shailesh Bhambhani	Chairman	Non-Executive, Independent Director
Mr. Saurabh Daswani	Member	Managing Director
Mrs. Kanak Kewalramani	Member	Whole-time Director & Chief Financial Officer

During the year under review, Risk Management Committee met once on 25th January 2025.

27. EMPLOYEES

Key Managerial Personnel & Senior Management Personnel

The following persons 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) Mr. Saurabh Daswani – Managing Director (b) Mrs. Kanak Kewalramani – Whole-time Director and Chief Financial Officer (c) Mr. Sujay Kewalramani – Chief Executive Officer (d) Mr. Dinesh Kewalramani – Chief Operational Officer (e) Mr. Pinkesh Kewalramani – Chief Technical Officer (f) Mr. 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 Further, 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 applicable and is enclosed as "Annexure – VII".

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 Companys policies are accessible on the Companys 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.

28. DISCLOSURE AS PER SEXUAL HARRASSMENT 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.

29. STATEMENT BY THE COMPANY WITH REPECT TO COMPLIANCE WITH THE PROVISIONS OF MATERNITY BENEFIT ACT, 1961

Your Company remains committed to fostering a supportive and inclusive work environment that prioritizes employee well-being. In line with the provisions of the Maternity Benefit Act, 1961, the Company has established a robust framework to ensure that eligible employees are granted maternity benefits in a timely and equitable manner.

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.

30. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Vigil Mechanism as envisaged in the Companies Act read with the Rules prescribed thereunder, and the Listing Regulations is implemented through the Companys Whistle- Blower Policy. The Vigil Mechanism Policy of your Company is available on the Companys 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.

31. RISK MANAGEMENT

Your Company has a well-defined risk management framework in place. The risk management framework works at various levels across the enterprise. These levels form the strategic defense cover of the Companys risk management. The Company has a robust organizational structure for managing and reporting on risks. Your Company has constituted a Risk Management Committee of the Board which is authorized to monitor and review risk management plan and risk certificate. The Committee is also empowered, inter alia, to review and recommend to the Board modifications to the Risk Management Policy.

Your Company has developed and implemented a Risk Management Policy which is approved by the Board. 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.

32. 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. Our commitment to CSR is a core component of our business strategy, guiding our actions and decisions throughout the year. Your Company has spent Rs. 84.51 Lakhs during the FY 2024-25 and Rs. 65.20 Lakhs during the FY 2023-24 on promoting education and promoting health care including preventive health care such through information, education and communication material, creating awareness and taking appropriate measures for the availability of the medical and educational equipment and other resources in Maharashtra and Gujarat through Anvi Medical and Educational Foundation.

With this ethos, your Companys CSR vision endeavours to create a more equal world by fostering education to neglected and weaker section of the Society. These focus areas are aligned with the goals and contribute to nation-building. 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 the web-link of: https://www.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:

Name	Chairman/Member	Nature of Directorship
Mrs. Kanak Kewalramani	Chairman	Whole-time Director & Chief Financial Officer
Mr. Saurabh Daswani	Member	Managing Director
Mrs. Sneha Devckar	Member	Non-Executive Independent Director

During the year under review, the CSR Committee held on May 28, 2024, and on February 11, 2025.

33. 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.

34. TRASNFER TO RESERVES

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

35. SHARE CAPITAL

The Authorized Share Capital of the Company as of March 31, 2025, is Rs. 15,00,00,000 (Indian Rupees Fifteen Crores Only) divided into 1,50,00,000 (One Crore Fifty Lakh) equity shares of Rs. 10/- (Rupees Ten Only) each and the paid-up share capital of the Company as at March 31, 2025 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 increased its authorized share capital from Rs. 11,00,00,000/- (Rupees Eleven Crores Only) to Rs. 15,00,00,000/- (Rupees Fifteen Crores Only) by creating additional 40,00,000 (Forty Lakhs) equity shares of Rs. 10/- (Rupees Ten Only) each. The transaction of increase in the Authorized Capital was approved in the Board Meeting held on August 16, 2024 and Shareholders Meeting held on September 19, 2024. There were no changes paid-up share capital of the Company.

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.

36. COMPLIANCE WITH THE PROVISIONS OF SECRETARIAL STANDARD 1 AND SECRETARIAL STANDARD 2

The applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ‘Meetings of the Board of Directors and ‘General Meetings respectively, have been duly complied by your Company.

37. ANNUAL RETURN

The Annual Return of your Company as on March 31, 2025, in the Form MGT-7 in accordance with Section 92(3) and 134(3) (a) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, is available on the website of the Company at https://kmew.in/images/pdf/extract-of-annual-return-mgt-7-24-25.pdf.

38. POLICIES OF THE COMPANY

The details of the Key Policies adopted/ review by the Company are mentioned at "Annexure IX" to the Boards Report.

39. PROCEEDINGS UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

During the year under review, there are no proceeding initiated / pending against your Company under the Insolvency and Bankruptcy Code, 2016 which does not materially impact the business of the Company.

40. 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

41. 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 Companys operations in future.

42. CORPORATE GOVERNANCE REPORT

A detailed Corporate Governance Report is discussed, which forms part of this Annual Report.

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. FORMAL ANNUAL EVALUATION:

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

Sr. No. Performance evaluation of	Performance evaluation performed by	Criteria
1. Each Individual director	Nomination and Remuneration Committee	Attendance, Contribution to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and guidance provided, key performance aspects in case of executive directors etc.
2. Independent directors	Entire Board of Directors excluding the director who is being evaluated	Attendance, Contribution to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution, and guidance provided etc.
3. Board, and its committees	All directors	Board composition and structure; effectiveness of Board processes, information and functioning, fulfilment of key responsibilities, performance of specific duties and obligations, timely flow of information etc.
		The assessment of committees based on the terms of reference of the committees and effectiveness of the meetings.

45. 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.

46. 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

Ratio	FY 24-25	FY 23-24	Change (%)	Reason
Interest	8.17	11.57	29.35%	Till the asset is capitalized the interest component forms part of the capital asset and is not reflected in Income statement.
Coverage Ratio				During the year interest is capitalized till the asset is put to use. Hence there is decrease in the interest coverage ratio.
Debt -Equity	0.48	0.06	(667.11)%	During the year the Debt position of the Company has increased due to acquisition of the Capital Assets.
Net Profit Margin (%)	23.44	17.93	(30.74)%	The expenses relating to Sub-Contracting cost has been reduced therefore the Margin has been increased.
Return on Net Worth	0.17	0.36	(52.77)%	Due to increase in the profit margins of the Company
Operating Profit
Margin (%)	0.50	0.36	(38.35)%	The expenses relating to Sub-Contracting cost has been reduced therefore the Margin has been increased.
Trade Receivable Turnover Ratio	3.95	3.28	(20.43)%	During previous-to-previous year, Average Debtors outstanding was high, which was received during the year 2025. During previous year the Payment form Debtors was prompt and the Debtors turnover has been increased.

 

Ratio	FY 24-25	FY 23-24	Change (%)	Reason
Total Debts to Total Assets Ratio	0.28	0.05	(454.23)%	During the year the Company has Increased Debt to acquire Capital Assets.
Long Term Debts to Working Capital	1.78	0.05	(3,153.04)%	During the year the Company has Increased Debt to acquire Capital Assets.
Inventory Turnover ratio	NA	NA	NA	NA, As the Company is into service industry and hence does not possess any inventory except for fuel.

47. 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

 

Date: 03/September/2025

Place: Mumbai

 

Saurabh Daswani	Kanak Kewalramani
Managing Director	Whole-time Director & CFO
DIN: 07297445	DIN: 06678703