To,

The Members,

Knowledge Marine & Engineering Works Limited

Your 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:

(Amounts in Rs. in Lacs)

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.

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

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 from 15^th February, 2024.

* Mr. Avdhoot Kotwal was appointed as the Company Secretary & Compliance Officer of the Company at the Board 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 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, 2024 are 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 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 the Board of Directors met 08 (Eight) times, details of which are summarized below:

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

11. NUMBER OF MEETINGS ATTENDED BY DIRECTORS

*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.

Attendance of Audit Committee members during 2023-24 is as follows:

B. NOMINATION AND REMUNERATION COMMITTEE

The composition of Nomination and Remuneration Committee consists of two independent directors and non-Executive 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.