Directors Report of Knowledge Marine & Engineering Works Ltd.

Mar 31, 2024

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

1. FINANCIAL HIGHLIGHTS:

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

					(Amounts in Rs. in Lacs)
PARTICULARS		Standalone			Consolidated
		2023-24 Current Year	2022-23 Previous Year		2023-24 Current Year	2022-23 Previous Year
Revenue from Operations Other Income		13,928.31	19,472.44		16,358.31	20,152.96
		306.78	124.51		312.57	138.22
Total Revenue		14,235.09	19,596.95		16,670.88	20,291.18
Total Expenses Profit Before Exceptional Items and Tax Exceptional Items		10,531.88	13,339.31		12,372.13	13,953.34
		3,703.22	6,257.64		4298.75	6,337.84
		-	-		-	-
Profit Before Tax		3,703.22	6,257.64		4298.75	6,337.84
Tax Expenses: Current Year Tax Relating to Prior Years Deferred tax MAT Credit Total Tax Expenses
		863.18	1,464.76		881.19	1,487.08
		-	-		-	-
		115.64	132.97		117.26	130.83
		-	-		-	-
		978.82	1,597.73		998.45	1,617.91
Profit After Tax		2,724.40	4,659.91		3,300.30	4,719.93
Earnings Per Share		25.22	44.83		30.63	45.26

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: -

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%

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):
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 Director	07311532
4.	Mr. Shailesh Bhabhani#	Independent Director	08268597
5.	Mr. Ashish Mohandas	Independent Director	08708036
6.	Mrs. Sneha Devckar#	Women Independent Director	10250775
7.	Mr. Sujay Kewalramani	Chief Executive Officer	KMP
8.	Mr. Dinesh Kewalramani	Chief Operating Officer	KMP
9.	Mr. Avdhoot Kotwal*	Company Secretary & Compliance Officer	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 fro 15^th February, 2024.

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

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

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

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

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

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

Sr. No.	Date of Meeting	No. of Directors attended the meeting
1.	30th May, 2023	5 (Five)
2.	05th July, 2023	4 (Four)
3.	14th August, 2023	5 (Five)
4.	29th August, 2023	6 (Six)
5.	10th October, 2023	6 (Six)
6.	14th November, 2023	6 (Six)
7.	12th January, 2024	5 (Five)
8.	21st March, 2024	4 (Four)

The gap between two meetings was within the time period prescribed under the Act. 11. NUMBER OF MEETINGS ATTENDED BY DIRECTORS
Sr. No.	Name of Director	No. of Meeting attended	Number of Membership in Boards of Other Companies*	No. of Membership/Chairmanship in Other Companies*
1.	Mr. Saurabh Daswani	6 (Seven)	NIL	NIL
2.	Mrs. Kanak Kewalramani	8 (Eight)	NIL	NIL
3.	Mr. Jagat Jiban Biswas	8 (Eight)	NIL	NIL
4.	Mr. Sandip Zaveri	1 (One)	NIL	NIL
5.	Mr. Ashish Mohandas	7 (Seven)	NIL	NIL
6.	Mr. Shailesh Bhambhani	6 (Six)	NIL	NIL
7.	Mrs. Sneha Devckar	4 (Four)	NIL	NIL

*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:
Name	Chairman/Member	No. of Audit committee meetings	No. of Audit Committee meetings attended
Mr. Ashish Mohandas (Independent Director)	Chairman	4	4
Mr. Shailesh Bhambhani (Independent Director)	Member	3	3
Mrs. Kanak Kewalramani (Whole-Time Director & CFO)	Member	4	4
Mr. Sandeep Zaveri (Independent Director)	Previous Chairman (Resigned with effect from 03rd July, 2023)	1	1

B. NOMINATION AND REMUNERATION COMMITTEE

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

The Nomination and Remuneration Committee consists of the following members:

(A) Ashish Mohandas - Independent Director (Chairman)

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

(C) Shailesh Bhambhani - Independent Director (Member)

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

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

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

Name	Chairman/Member	No. of NRC meetings	No. of NRC meetings attended
Mr. Ashish Mohandas (Independent Director)	Chairman	2	2
Mr. Sandip Zaveri (Independent Director)	Member (Resigned with effect from 3rd July, 2023)	0	0
Mr. Jagat Jiban Biswas (Non-Executive Director)	Member	2	2
Mr. Shailesh Bhambhani (Independent Director)	Member	2	2

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:

Name	Chairman/Member	No. of SRC meetings	No. of SRC meetings attended
Mr. Shailesh Bhmabhani (Independent Director)	Chairman	1	1
Mr. Saurabh Daswani (Managing Director)	Member	1	1
Mrs. Kanak Kewalramani (Whole-Time Director & CFO)	Member	1	1

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:

Name	Chairman/Member	No. of CSR meetings	No. of CSR meetings attended
Mr. Sneha Devckar (Independent Director)	Chairman	2	2
Mr. Saurabh Daswani (Managing Director)	Member	2	2
Mrs. Kanak Kewalramani (Whole-Time Director & CFO)	Member	2	2

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:

Name	Chairman/Member	No. of RMC meetings	No. of RMC meetings attended
Mr. Shailesh Bhambhani (Independent Director)	Chairman	1	1
Mr. Saurabh Daswani (Managing Director)	Member	1	1
Mrs. Kanak Kewalramani (Whole-Time Director & CFO)	Member	1	1

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:

Name	Chairman/Member	No. of Tender Committee meetings	No. of Tender Committee meetings attended
Mr. Saurabh Daswani (Managing Director)	Chairman	5	5
Mrs. Kanak Kewalramani (Whole-time Director & CFO)	Member	5	5
Mr. Jagat Jiban Biswas (Non-Executive Director)	Member	5	4

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:

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.

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

Ratio	FY 23-24	FY 22-23	Change (%)	Reason
Interest Coverage Ratio	12.18	29.79	(59.11)%	During the year some financial charges like Bank Guarantee charges and other charges have been increased due to which finance cost for present year is increased and EBIT is also reduced as compared to previous year as turnover of the company has decreased which causes the decrease in interest coverage ratio as compared to previous year.
Debt -Equity	0.06	0.18	66.66%	During the year debt has been repaid and no fresh debt has been taken.

Ratio	FY 23-24	FY 22-23	Change (%)	Reason
Net Profit Margin (%)	19.56%	23.93%	(18.26)%	During the year, employee benefit expenses and other expenses were marginally increased as compared to last year due to increase in CSR expenses, legal expenses and business promotion expenses. Further depreciation has also increased as compared to previous year due to increase in fixed assets.
Return on Net Worth	0.17	0.36	(52.77)%	Due to decline in the profit margins of the Company
Operating Profit Margin (%)	37%	39%	(3.88)%	Marginally changed
Trade Receivable Turnover Ratio	3.28	6.38	(48.59)%	Due to increase in receivables of the Company from last two years and decrease in revenue in current FY.
Total Debts to Total Assets Ratio	0.05	0.12	58.33%	During the year debt has been repaid and no fresh debt has been taken.
Long Term Debts to Working Capital	0.05	0.07	28.57%	Long term debts are repaid during the year from retained earnings. And also current ratio is improved.
Inventory Turnover ratio	NA	NA	NA	NA, As the Company is into service industry and hence does not possess any inventory except for fuel.

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.

---

Mar 31, 2023

Directors'' Report

To

The Members of,

Knowledge Marine & Engineering Works Limited

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

FINANCIAL SUMMARY:

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

Particulars	Standalone Consolidated
	2022-2023	2021-2022	2022-2023	2021-2022
Revenue from Operations	19,472.44	4,946.95	20,152.96	6,110.63
Other Income	124.51	43.21	138.22	51.08
Total Revenue	19,596.95	4,990.16	20,291.18	6,161.71
Total Expenses	13,339.31	2,374.91	13,953.34	3,360.93
Profit Before Exceptional Items and Tax	6,257.64	2,615.25	6,337.84	2,800.78
Exceptional Items	-	-	-	-
Profit Before Tax	6,257.64	2,615.25	6,337.84	2,800.78
Tax Expenses:
Current Year Tax	1,464.76	578.65	1,487.08	622.62
Relating to Prior Years	-	-	-	-
Deferred tax	132.97	88.43	130.83	91.38
Total Tax Expenses	1,597.73	667.08	1,617.91	714
Profit After Tax	4,659.91	1,948.17	4,719.93	2,086.78
Earnings Per Share	44.83	19.03	45.26	19.89

NATURE OF COMPANY''S BUSINESS

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

STATE OF COMPANY''S AFFAIRS - STANDALONE

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

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

STATE OF COMPANY''S AFFAIRS - CONSOLIDATED

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

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

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

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

CHANGE IN THE NATURE OF BUSINESS

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

DIVIDEND

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

RESERVE

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL

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

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 Director	07311532
4	Mr. Sandip Zaveri	Independent Director	00158876
5	Mr. Ashish Mohandas	Independent Director	08708036
6	Mr. Sujay Kewalramani	Chief Executive Officer	KMP
7	Ms. Ritika Sharma*	Company Secretary & Compliance Officer	KMP

NUMBER OF MEETINGS ATTENDED BY DIRECTORS

Sr. No.	Name of Director	No. of Meeting attended	Number of Membership in Boards of Other Companies*	No. of Membership/ Chairmanship in Other Companies*
1	Mr. Saurabh Daswani	6 (Seven)	NIL	NIL
2	Mrs. Kanak Kewalramani	7 (Seven)	NIL	NIL
3	Mr. Jagat Jiban Biswas	7 (Seven)	NIL	NIL
4	Mr. Sandip Zaveri	5 (Five)	1(One)	NIL
5	Mr. Ashish Mohandas	7 (Six)	NIL	NIL

Note:

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

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

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

NUMBER OF BOARD MEETINGS CONDUCTED DURING
THE YEAR UNDER REVIEW

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

Sr. No.	Date of Meeting	No. of Directors attended the meeting
1	06.05.2022	5 (five)
2	26.08.2022	4 (four)
3	28.10.2022	5 (five)
4	14.11.2022	5 (five)
5	05.01.2023	4 (four)
6	17.03.2023	5 (five)
7	28.03.2023	4 (four)

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

DECLARATION OF INDEPENDENT DIRECTOR

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

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

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

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR
EDUCATION AND PROTECTION FUND

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

RISK MANAGEMENT POLICY

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

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

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

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 134(3) (c) of the
Companies Act, 2013 and also on the basis of discussions
with the Statutory Auditors of the Company from time to
time, the Board of Directors, to the best of its knowledge
and ability confirm that:

(a) in the preparation of the annual accounts for the
Financial Year ended 31st March, 2023, the applicable
accounting standards have been followed and there
are no material departures;

(b) they have selected such accounting policies and
applied them consistently and made judgments and
estimates that are reasonable and prudent so as to
give a true and fair view of the state of affairs of the
Company at the end of the Financial Year and of the
profit of the Company for that period;

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

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

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

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

DETAILS OF ADEQUACY OF INTERNAL FINANCIAL
CONTROLS

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

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

(c) Efficient use and safeguarding of resources;

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

(e) Transactions being accurately recorded and reported
timely.

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

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

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

INSIDER TRADING REGULATIONS AND CODE OF
DISCLOSURE

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

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS

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

REPORTING OF FRAUDS

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

PARTICULARS OF EMPLOYEES

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

CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION AND FOREIGN EARNING AND OUTGO

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

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

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

PARTICULARS OF CONTRACTS OR ARRANGEMENTS
MADE WITH RELATED PARTIES

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

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

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

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

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

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

Name	Chairman/ Member	No. of Audit committee meetings	No. of Audit Committee meetings attended
Mr. Sandip Zaveri (Independent Director)	Chairman	5	5
Mr. Ashish Mohandas (Independent Director)	Member	5	5
Mrs. Kanak Kewalramani (Whole-Time Director & CFO)	Member	5	5

B. NOMINATION AND REMUNERATION COMMITTEE

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

The Composition of Nomination and Remuneration
Committee:

Name	Chairman/ Member	No. of NRC meetings	No. of NRC meetings attended
Mr. Ashish Mohandas (Independent Director)	Chairman	1	1
Mr. Sandip Zaveri (Independent Director)	Member	1	1
Mr. Jagat Jiban Biswas (Non-Executive Director)	Member	1	1

C. STAKEHOLDERS RELATIONSHIP COMMITTEE

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

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

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

Name	Chairman/ Member	No. of SRC meetings	No. of SRC meetings attended
Mr. Sandip Zaveri (Independent Director)	Chairman	1	1
Mr. Saurabh Daswani (Managing Director)	Member	1	1
Mrs. Kanak Kewalramani (Whole-Time Director & CFO)	Member	1	1

VIGIL MECHANISM / WHISTLE BLOWER POLICY

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

CORPORATE SOCIAL RESPONSIBILITY

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

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

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

POLICIES OF THE COMPANY

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

1. Code Of Business Conduct for Directors and Senior
Executives

2. Nomination and Remuneration Policy

3. Vigil Mechanism / Whistle Blower Policy

4. Insider Trading - Code of Conduct

5. Fair Disclosure Policy

6. Preservation of Documents and Archival Policy

7. Policy on Determination of Materiality of Events/
Information

8. Policy for Related Party Transaction

9. Sexual Harassment Policy

10. CSR Policy

11. Whistle Blower Policy.

12. Terms and conditions of appointment of Independent
Director.

13. Code of conduct of Insider trading.

14. Policy of Material Group Company Creditors and
Litigations.

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

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

Sr. No.	Name of Company	Corporate Identification Number	Nature of Company	Percentage of shareholding
1	KMEW Offshore Private Limited	U74999MH2017 PTC291379	Associate Company	50%
2	Indian Ports Dredging Private Limited	U74999MH2017 PTC292712	Subsidiary Company	70%
3	Knowledge Infra Ports Private Limited	U74999MH2019 PTC324093	Subsidiary Company	74%

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

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

DEPOSITS

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

STATUTORY AUDITORS

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

SECRETARIAL AUDIT

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

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

INTERNAL AUDITORS

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

MAINTENANCE OF COST RECORDS AND COST
AUDITORS

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

AUDITORS'' REPORT AND SECRETARIAL AUDITORS''
REPORT

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

SECRETARIAL STANDARDS

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

CHANGES IN SHARES CAPITAL

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

CORPORATE GOVERNANCE

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

FORMAL ANNUAL EVALUATION:

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

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.

Sr. No.	Performance evaluation of	Performance evaluation performed by	Criteria
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.

HUMAN RESOURCES

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

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

RATIOS, ALONG WITH DETAILED EXPLANATIONS THEREOF, INCLUDING

Ratio	FY 22-23	FY 21 - 22	Change (%)	Reason
Interest Coverage Ratio	29.79	13.95	113.45%	Note1
Debt -Equity	0.18	0.46	-60.86%	Note 2
Net Profit Margin (%)	23.93%	39.38%	-39.23%	Note 3
Return on Equity	0.36	0.43	-16.28%	Note 4
Operating Profit Margin (%)	35.23%	61.18%	-42.41%	Note 5
Debtors Turnover	6.38	26.96	76.33%	Note 6
Total Debts to Total Assets Ratio	0.12	0.25	52%	Note 7
Long Term Debts to Working Capital	0.07	2.14	96.73%	Note 8
Inventory Turnover ratio	NA	NA	NA	Note 9

Notes:

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.

SECRETARIAL STANDARDS

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

ACKNOWLEDGEMENT

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

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

Saurabh Daswani Kanak Kewalramani

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

Place: Mumbai DIN: 07297445 DIN: 06678703