To

TheMembers of,

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.

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

( INR in Lacs.)

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

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.

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.

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

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.

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

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

* 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.

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.

*Excludes directorships in Private Limited Companies, Section 25 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 M/s Knowledge Marine & Engineering Works Limited.

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.

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.

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

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.

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.

(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.

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.

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

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.

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.

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 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).

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.

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.

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:

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:

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:

In accordance with the provisions of Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, the companies are required to publish a copy of the Annual Return on its website, The Extract of Annual Return is available on our website www.kmew.in

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

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 .

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

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

A statement containing the salient features of the financial statement of subsidiary 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.

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.

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

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.

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.

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.

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.

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

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

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.

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.

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:

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.

1. Company has taken some short-term credit facilities in the year which marginally increased the short term debt during 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.

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

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.