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Knowledge Marine & Engineering Works Limited Capital/Financing Update 2024

Dec 24, 2024

59502_rns_2024-12-24_1e947cd7-3456-437e-9b3c-2f84ae13d767.pdf

Capital/Financing Update

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KNOWLEDGE MARINE & ENGINEERING WORKS LIMITED Ship Builders, Repairers, Charterers and Marine Contractors CIN: L74120MH2015PLC269596

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Ref: KMEW/SE/Reg-30/2024-25/04

Date: December 24, 2024

To, Listing Department BSE Limited P. J. Towers, Dalal Street, Fort Mumbai- 400001

Listing & Compliance Department The National Stock Exchange of India Limited Exchange Plaza, C-1 Block G, Bandra Kurla Complex, Bandra (E), Mumbai – 400051

Dear Sir/Ma’am,

Dear Sir/Ma’am,
Scrip Code Symbol ISIN
543273 KMEW INE0CJD01011

Sub: Outcome of Board Meeting held on Tuesday, December 24, 2024 under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015

In continuance of our letter dated December 19, 2024, and pursuant to Regulation 30 read with Schedule III of the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirement) Regulation, 2015, as amended (“ Listing Regulations ”) read with Schedule III of the Listing Regulations and Securities and Exchange Board of India circular SEBI/HO/CFD/PoD2/CIR/P/2023/120 dated July 11, 2023 and circular no. SEBI/HO/CFD/CFD-PoD-1/P/CIR/2023/123 dated July 13, 2023, each as amended (“ SEBI Circulars ”), we hereby inform you that the Board of Directors of Knowledge Marine & Engineering Works Limited (the “ Company ”) at their meeting held on Tuesday, December 24, 2024, has inter-alia, approved following:

(A) Sub-division / Split of Shares

The proposal for sub-division of existing 1 (One) equity share of the Company having face value of Rs. 10/- each into 2 (Two) equity shares having face value of Rs. 5/- (Rupees Five Only) each fully paid up was approved by the Board of Directors, subject to approval of the shareholders of the Company and other regulatory/statutory approvals as may be required. (Details are enclosed as Annexure – A )

Regd Office: Office no 402, Sai Samarth Business Park, Deonar Village Rd, Govandi (East), Mumbai – 88 Phone: 022 – 35530988 E-mail: [email protected], Website: www.kmew.in Listed on BSE & NSE exchange (KMEW | 543273 | INE0CJD01011)

KNOWLEDGE MARINE & ENGINEERING WORKS LIMITED Ship Builders, Repairers, Charterers and Marine Contractors CIN: L74120MH2015PLC269596

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The record date for the purpose of the above sub-division/split of Equity Shares shall be decided after obtaining approval of the shareholders and will be intimated in due course.

(B) Alteration of Memorandum of Association - Capital Clause (Clause 5)

The proposal of alteration of the Capital Clause (Clause 5) of the Memorandum of Association of the Company (MoA) pursuant to sub-division/split of equity shares of the Company was approved by the Board of Directors, subject to approval of the shareholders of the Company (Details are enclosed as Annexure – B ).

(C) Approval for Raising of funds

Raising of funds by the Company, by way of inter-alia , issue of equity shares or any other equity linked instruments or securities, including convertible preference shares/ fully or partly convertible debentures or by way of a composite issue of non-convertible debentures and warrants entitling the warrant holder(s) to apply for equity shares, or any other eligible securities by way of one or more public and / or private offerings and / or on preferential allotment basis and / or through a qualified institutions placements or through any other permissible mode under applicable laws and/ or combination thereof, as may be considered appropriate, for an aggregate amount of up to Rs. 500 crores (Rupees Five Hundred Crore only), for cash and at such premium/discount, as applicable, subject to such approvals as may be required, including the approval of the Shareholders at a general meeting and further subject to such other statutory/regulatory/other approvals, as applicable (Details are enclosed as Annexure – C ).

(D) Notice of Extra-Ordinary General Meeting of the Company

The approval of Notice of Extra-Ordinary General Meeting of the Company for obtaining consent of the shareholders. The notice of the Extra-Ordinary General Meeting shall be sent through e-mail to those shareholders who hold shares as on the cut-off date December 20, 2024 and whose email address is registered with the Company's RTA/ Depository Participants (DP).

The Extra-Ordinary General Meeting of the Company will be held on Monday, January 20, 2025 at 04.00 PM through Video-conferencing (VC) facility or Audio-Visual Means (OAVM) and deemed to be held at the Registered Office of the Company siutated at Office No. 402, Sai Samarth Business Park, Deonar Village Road, Govandi East, Mumbai - 400 088.

Regd Office: Office no 402, Sai Samarth Business Park, Deonar Village Rd, Govandi (East), Mumbai – 88 Phone: 022 – 35530988 E-mail: [email protected], Website: www.kmew.in Listed on BSE & NSE exchange (KMEW | 543273 | INE0CJD01011)

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KNOWLEDGE MARINE & ENGINEERING WORKS LIMITED Ship Builders, Repairers, Charterers and Marine Contractors CIN: L74120MH2015PLC269596

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(E) Constitution of Fund Raising Committee

Approval for Constitution of the Fund-Raising Committee, a committee of the Board of Directors of the Company for dealing with all matters pertaining to the proposed Fund Raising.

The meeting commenced at 11:00 a.m. (IST) and concluded at 11.46 a.m. (IST).

We request you to take the above information on your records. Thanking You,

Yours Faithfully,

For Knowledge Marine & Engineering Works Limited

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AVDHOOT Digitally signed by AVDHOOT AJAY KOTWAL
AJAY KOTWAL Date: 2024.12.24 11:48:04 +05'30'
Avdhoot Kotwal
Company Secretary & Compliance Officer
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Encl.: a/a

Regd Office: Office no 402, Sai Samarth Business Park, Deonar Village Rd, Govandi (East), Mumbai – 88 Phone: 022 – 35530988 E-mail: [email protected], Website: www.kmew.in Listed on BSE & NSE exchange (KMEW | 543273 | INE0CJD01011)

KNOWLEDGE MARINE & ENGINEERING WORKS LIMITED Ship Builders, Repairers, Charterers and Marine Contractors CIN: L74120MH2015PLC269596

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Annexure - A

Details under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read along with SEBI Circulars:

Sub-division/Split of existing equity shares of the Company from 1 (One) equity share having face value of Rs. 10/- (Rupees Ten only) each, fully paid-up into 2 (Two) equity shares having face value of Rs. 5/- (Rupees five only) each fully paid-up.

Sr.
No.		 Particulars Description Description Description Description Description Description Description Description
1. Split Ratio Existing 1 (One) equity share of the Company having face value of Rs.
10/- (Rupees Ten only) each fully paid-up will be sub-divided/split into 2
(Two) equity shares having face value of Rs. 5/- (Rupees Five only) each
fully
paid-up,
subject
to
regulatory/statutory
approvals
as
may
be
required and the approval of the shareholders of the Company.
2. Rationale
behind the
Split		 To enhance the liquidity in the capital market, to widen shareholder base
and to make the shares more affordable to small investors.
3. Pre
and
post
share capital -
authorized,
paid-up
and
subscribed		 Particul
ars		 Pre-Split / Sub-Division of
Equity
Shares		 Post-Split / Sub-Division of
Equity
Number
of shares		 Fac
e
Val
ue
(in
Rs.)		 Total
(in
Rs.)		 Number
of shares		 Fac
e
Val
ue
(in
Rs.)		 Total
(in
Rs.)
Authoris
ed
Share		 1,50,00,
000		 10/
-		 15,00,00,0
00/-		 3,00,00,
000		 5/- 15,00,00,0
00/-

Regd Office: Office no 402, Sai Samarth Business Park, Deonar Village Rd, Govandi (East), Mumbai – 88 Phone: 022 – 35530988 E-mail: [email protected], Website: www.kmew.in Listed on BSE & NSE exchange (KMEW | 543273 | INE0CJD01011)

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KNOWLEDGE MARINE & ENGINEERING WORKS LIMITED Ship Builders, Repairers, Charterers and Marine Contractors CIN: L74120MH2015PLC269596

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Capital
Issued,
Subscri
bed and
Paidup
Capital		 1,08,01,
000		 5/- 10,80,10,0
00/-		 2,16,02,
000		 5/- 10,80,10,0
00/-
4. Expected
time
of completion		 Within 3 months from the date of shareholder’s approval
5. Class of shares
which
are
Subdivided		 Equity Shares
(There is only one class of Shares i.e. Equity shares)
6. Number
of
shares of each
class
pre
and
post split		 As per details provided in Clause 3 above
7. Number
of
shareholders
who did not get
any
shares
in
consolidation
and
their pre-
consolidation
shareholding		 Not Applicable

Regd Office: Office no 402, Sai Samarth Business Park, Deonar Village Rd, Govandi (East), Mumbai – 88 Phone: 022 – 35530988 E-mail: [email protected], Website: www.kmew.in Listed on BSE & NSE exchange (KMEW | 543273 | INE0CJD01011)

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KNOWLEDGE MARINE & ENGINEERING WORKS LIMITED Ship Builders, Repairers, Charterers and Marine Contractors CIN: L74120MH2015PLC269596

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Annexure - B

Details under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read along with SEBI Circulars: Disclosure required in relation to Alteration of Clause V – Capital Clause of the Memorandum of Association of the Company

Sr. No. Details of events that Information of such event(s) needs to be provided 1. Amendments to Subject to the approval of the Shareholders of the Memorandum of Company, it is proposed to alter the existing Clause V of association of listed the Memorandum of Association with the following new entity, in brief Clause V “The Authorized Share Capital of the Company is Rs. 15,00,00,000/(Rupees Thirty Crores only) divided into 3,00,00,000 (Three Crores) Equity Shares of Rs. 5 (Five) each”. 2. Amendments to Not Applicable Articles of association of listed entity, in brief

Regd Office: Office no 402, Sai Samarth Business Park, Deonar Village Rd, Govandi (East), Mumbai – 88 Phone: 022 – 35530988 E-mail: [email protected], Website: www.kmew.in Listed on BSE & NSE exchange (KMEW | 543273 | INE0CJD01011)

KNOWLEDGE MARINE & ENGINEERING WORKS LIMITED Ship Builders, Repairers, Charterers and Marine Contractors CIN: L74120MH2015PLC269596

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Annexure - C

Disclosure of Event and Information pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI circulars

Disclosure required in relation to Raising of Funds:

Sr. No. Particulars of Securities Details of Securities
a) Type of securities proposed to
be issued		 Equity Shares
b) Type of issuance Qualified Institutions Placements (‘QIP’) in
accordance with the provisions of Chapter VI
of
the
Securities
and
Exchange
Board
of
India
(Issue
of
Capital
and
Disclosure
Requirements) Regulations, 2018, Section 42
and
other
applicable
provisions
of
the
Companies
Act,
2013,
the
Companies
(Prospectus
and
Allotment
of
Securities)
Rules, 2014 and other applicable laws, or
preferential allotment or through any other
permissible
mode
and/or
combination
thereof as may be considered appropriate
under applicable law.
c) Total
number
of
securities
proposed to be issued or the
total amount for which the
securities will be issued		 Upto Rs. 500 Crores (Rupees Five Hundred
Crores Only)
d) In case of preferential issue,
the listed entity shall disclose
the additional details to the
stock exchange(s)		 Not Applicable
e) In case of bonus issue the
listed
entity
shall
disclose
additional details to the stock
exchange(s)		 Not Applicable
f) In
case
of
issuance
of		 Not Applicable

Regd Office: Office no 402, Sai Samarth Business Park, Deonar Village Rd, Govandi (East), Mumbai – 88 Phone: 022 – 35530988 E-mail: [email protected], Website: www.kmew.in Listed on BSE & NSE exchange (KMEW | 543273 | INE0CJD01011)

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KNOWLEDGE MARINE & ENGINEERING WORKS LIMITED

Ship Builders, Repairers, Charterers and Marine Contractors CIN: L74120MH2015PLC269596

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depository
receipts
(ADR/GDR)
or
FCCB
the
listed
entity
shall
disclose
additional details to the stock
exchange(s)
g) In case of issuance of debt
securities
or
other
nonconvertible securities the
listed
entity
shall
disclose
additional details to the stock
exchange(s)		 Not Applicable
h) Any
cancellation
or
termination
of
proposal
for
issuance
of
securities
including reasons thereof		 Not Applicable
For Knowledge Marine & Engineering Works Limited
Avdhoot Kotwal
Company Secretary & Compliance Officer
AVDHOOT
AJAY
KOTWAL
Digitally signed by
AVDHOOT AJAY
KOTWAL
Date: 2024.12.24
11:48:23 +05'30'

Regd Office: Office no 402, Sai Samarth Business Park, Deonar Village Rd, Govandi (East), Mumbai – 88 Phone: 022 – 35530988 E-mail: [email protected], Website: www.kmew.in Listed on BSE & NSE exchange (KMEW | 543273 | INE0CJD01011)

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