Knowledge Marine & Engineering Works Limited — Capital/Financing Update 2025

Sep 17, 2025

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

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Ref: KMEW/BSE/Reg-30/2025-26/19

Date: September 17, 2025

To, Listing Department Listing & Compliance Department BSE Limited The National Stock Exchange of India Limited P. J. Towers, Exchange Plaza, C-1 Block G, Dalal Street, Fort Bandra Kurla Complex, Mumbai- 400001 Bandra (E), Mumbai – 400051

Dear Sir/Ma’am,

Scrip Code	**Symbol **	ISIN
543273	KMEW	INE0CJD01011

Sub: Outcome of Board Meeting dated September 17, 2025

Pursuant to Regulation 30 read with Schedule III of the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirement) Regulations, 2015, as amended (“Listing Regulations”), we hereby inform you that the Board of Directors of the Company (“Board”) at their meeting held on Wednesday, September 17, 2025 at the Registered Office of the Knowledge Marine & Engineering Works Limited (the “Company”) situated at Unit No 706-707, The Epicentre, W. T. Patil Marg, Off Eastern Freeway, BEST Colony, Near Shivaji Chowk, Chembur, Mumbai - 400 071, interalia has considered and approved following transaction:

1. Issuance of Equity Shares on Preferential Basis

Issuance of up to 14,21,054 (Fourteen Lakhs Twenty-One Thousand Fifty-Four) Equity Shares of face value Rs. 10/- (Rupees Ten Only) each (“Equity Shares”) for cash at a price of Rs. 1,900/- (Rupees One Thousand Nine Hundred Only) per equity share [including a premium of Rs. 1,890/- (Rupees One Thousand Eight Hundred Ninety Only) per equity share] for an amount aggregating to Rs. 2,70,00,02,600/- (Rupees Two Hundred Seventy Crores Two Thousand Six Hundred Only) to the persons belonging to the non-promoter category, as mentioned in Annexure I, on a preferential basis ("Preferential Issue") in accordance with the provisions of Chapter V of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (“SEBI (ICDR) Regulations”) and as per the provisions of the Companies Act, 2013 and rules made there under, as amended, subject to the approval of the Members at their EGM and such regulatory/ statutory authorities as may be applicable;

Regd. Office: Unit No. 706 & 707, The Epicentre, W. T. Patil Marg, Off Eastern Freeway, BEST Colony, Near Shivaji Chowk, Chembur East, Mumbai – 400 071 Phone: 022 – 35530988 E-mail: info@kmew.in, 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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2. Issuance of Convertible Warrants on Preferential Basis

Issuance of up to 77,946 (Seventy-Seven Thousand Nine Hundred Forty-Six Only) Convertible Warrants (“Warrants”) for cash at a price of Rs. 1,900/- (Rupees One Thousand Nine Hundred Only) per warrant [including a premium of Rs. 1,890/- (Rupees One Thousand Eight Hundred Ninety Only) per Warrant] for an amount aggregating to Rs. 14,80,97,400/- (Rupees Fourteen Crores Eighty Lakhs Ninety-Seven Thousand and Four Hundred only) to the persons belonging to the promoter category, as mentioned in Annexure I, on a preferential basis ("Preferential Issue") in accordance with the provisions of Chapter V of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 ("SEBI (ICDR) Regulations") and as per the provisions of the Companies Act, 2013 and rules made there under, as amended, subject to the approval of the Members of the Company at their EGM and such regulatory/ statutory authorities as may be applicable;

The required details pertaining to above Point No. 1 & 2 pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Master Circular No SEBI/HO/CFD/PoD2/CIR/P/0155 dated 11th November, 2024 is enclosed as Annexure-A.

3. Convening of the Extra-Ordinary General Meeting of the Company

An Extra-Ordinary General Meeting of the Members of the Company will be held on Thursday, October 09, 2025 at 01:00 p.m. (IST) for seeking their approval for abovementioned items no. 1 & 2 at the Registered Office of the Company. The Notice of the EGM shall be sent to Members, who are the shareholders as on September 12, 2025 and whose e-mail addresses are registered with the Company’s Registrar and Transfer Agent/Depositories through email in due course.

4. Appointment of Monitoring Agency

The Appointment of CARE Ratings Limited, Credit Rating Agency registered with SEBI, as the Monitoring Agency for the aforesaid issue.

5. Resignation of Mr. Jagat Jiban Biswas (DIN: 07311532) Non-Executive Non-Independent Director of the Company:

Mr. Jagat Jiban Biswas (DIN: 07311532) who has tendered his resignation as the Non-Executive Non-Independent Director of the Company, with effect from the close of business hours on October 01, 2025, for reasons as mentioned in the resignation letter. The copy of the Resignation Letter is enclosed herewith. Consequently, he shall also cease to be a Member of the Nomination and Remuneration Committee of the Company. The Board of Directors of the Company place on record

Regd. Office: Unit No. 706 & 707, The Epicentre, W. T. Patil Marg, Off Eastern Freeway, BEST Colony, Near Shivaji Chowk, Chembur East, Mumbai – 400 071 Phone: 022 – 35530988 E-mail: info@kmew.in, 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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its appreciation for the valuable contribution and guidance provided by Mr. Biswas during his association with the Company as a Non-Executive and Non-Independent Director of the Company.

6. Appointment of Mr. Hemant Sibal (DIN: 11300312) as an Additional Non-Executive, NonIndependent Director of the Company

Based on the recommendation of Nomination and Remuneration Committee, the Board of Directors has approved the appointment of Mr. Hemant Sibal (DIN: 11300312) as an Additional Non-Executive and Non-Independent Director of the Company, who has provided his consent to act as an Additional Non-Executive and Non-Independent Director and shall be appointed to hold the position as an Additional Director till Annual General Meeting to be held for Financial Year 2025-26.

7. Reconstitution of Composition of Nomination & Remuneration Committee:

Pursuant to Resignation of Mr. Jagat Jiban Biswas (DIN: 07311532), who is also a member of Nomination and Remuneration Committee, the revised Composition of Nomination & Remuneration Committee with effect from October 01, 2025 is as follows:

Sr.No.	Name of Director	Position
1.	Mr. Ashish Mohandas (Non-ExecutiveIndependentDirector)	Chairperson
2.	Mr. Shailesh Bhambhani (Non-ExecutiveIndependentDirector)	Member
3.	Mr. Hemant Sibal (Non-Executive Non-Independent Director)	Member

The meeting commenced at 11:00 AM and concluded at 12.18 P.M.

Kindly take the same on your record.

Thanking You,

Yours Faithfully,

For Knowledge Marine & Engineering Works Limited

AVDHOOT Digitally signed by AVDHOOT AJAY KOTWAL AJAY KOTWAL Date: 2025.09.17 12:28:24 +05'30'

Avdhoot Kotwal Company Secretary & Compliance Officer

Regd. Office: Unit No. 706 & 707, The Epicentre, W. T. Patil Marg, Off Eastern Freeway, BEST Colony, Near Shivaji Chowk, Chembur East, Mumbai – 400 071

Phone: 022 – 35530988 E-mail: info@kmew.in, 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 Disclosure of details as required under the Listing Regulations read with SEBI Circular No. SEBI/HO/CFD/PoD2/CIR/P/0155 dated November 11, 2024

Details of Issuance of Equity Shares & Convertible Warrants on Preferential Basis

Sr. No.	Particulars		Equity Shares		Convertible Warrants
1.	Types of securities proposed to be issued	Equity Shares of Rs. 10/- each		Convertible Warrants of Rs. 10/- each convertible into equal numberof Equity Shares
2.	Type of issuance	Preferential Issue
3.	Total number of securities proposed to be issued or the total amount for which the securities will be issued (approximately)	Up to 14,21,054 (Fourteen Lakhs Twenty-One Thousand Fifty-Four) Equity Shares having face value of Rs.10/- (Rupees Ten Only) each, for a cash price of Rs. 1,900/- (Rupees One Thousand Nine Hundred Only) per Equity Share (including a premium of Rs. 1,890/- (Rupees One Thousand Eight Hundred and Ninety Only per equity share), aggregating to Rs. 2,70,00,02,600/- (Rupees Two Hundred Seventy Crores Two Thousand Six Hundred Only)		Up to 77,946 (Seventy-Seven Thousand Nine Hundred Forty Six only) convertible warrants (“Warrants”) at a price of Rs. 1900/- per Warrant with a right to the Warrant holder to apply for and be allotted 1 (One) Equity Share of the face value of Rs. 10/- (Rupees Ten Only) each of the Company (“Equity Shares”) at a premium of Rs. 1890/- per share for each Warrant within a period of 18 (Eighteen) months from the date of allotment of the Warrants, for an amount aggregating up to Rs. 14,80,97,400/- (Rupees Fourteen Crores Eighty Lakhs Ninety-Seven Thousand and Four Hundred only)

Regd. Office: Unit No. 706 & 707, The Epicentre, W. T. Patil Marg, Off Eastern Freeway, BEST Colony, Near Shivaji Chowk, Chembur East, Mumbai – 400 071 Phone: 022 – 35530988 E-mail: info@kmew.in, 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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In case of Preferential Issue the following disclosures:
4. Names and Number of All the equity shares are issued All the equity shares are issued
the investors to 6 (Six) Investors as per to 1 (One) Investors as per
Annexure I. Annexure I
5. Post allotment of For Outcome of Subscription – For Outcome of Subscription –
securities - outcome of Refer Annexure – II Refer Annexure – II
the subscription, issue
price / allotted price (in
case of convertibles
6. In case of convertibles - Not Applicable Each Warrant is convertible into
intimation on 1 (One) Equity Share and the
conversion of securities conversion can be exercised at
or on lapse of the any time within a period of 18
tenure of the (Eighteen) months from the date
instrument of allotment, in one or more
tranches and on such other
terms and conditions as agreed
upon by the Company and the
Investors.
An amount equivalent to 25% of
the Warrant price shall be
payable on the date of allotment
of each Warrant and the balance
75% of the Warrant price shall
be payable by the Warrant
holder against each warrant at
the time of allotment of Equity
Shares pursuant to exercise of
the options against each such
Warrant by the Warrant holder.
7. Relevant date September 09, 2025 September 09, 2025
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Regd. Office: Unit No. 706 & 707, The Epicentre, W. T. Patil Marg, Off Eastern Freeway, BEST Colony, Near Shivaji Chowk, Chembur East, Mumbai – 400 071 Phone: 022 – 35530988 E-mail: info@kmew.in, 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 – I Details of Allottee

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Sr. Name of the Proposed Category Number of Number of Investment
No Allottees equity Convertible Amount
shares to Warrants to (in Rupees)
be issued/ be issued/
allotted allotted
1. Infinity Direct Non – Promoter 4,64,210 NA 88,19,99,000/-
Holdings
2. Infinity Direct Capital Non – Promoter 5,46,316 NA 1,03,80,00,400/-
3. Infinity Partners II – Non – Promoter 2,52,632 NA 48,00,00,800/-
Direct
4. Vimana Capital Non – Promoter 52,632 NA 10,00,00,800/-
Management LLP
5. Ashish Kacholia Non – Promoter 52,632 NA 10,00,00,800/-
6. Suryashakti Non – Promoter 52,632 NA 10,00,00,800/-
Management Services
Private Limited
7. Sujay Kewalramani Promoter NA 77,946 14,80,97,400/-
Total 14,21,054 77,946 2,84,81,00,000/-
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* Each Warrant is convertible into 1 (One) Equity Share and the conversion can be exercised at any time within a period of 18 (Eighteen) months from the date of allotment

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Regd. Office: Unit No. 706 & 707, The Epicentre, W. T. Patil Marg, Off Eastern Freeway, BEST Colony, Near Shivaji Chowk, Chembur East, Mumbai – 400 071 Phone: 022 – 35530988 E-mail: info@kmew.in, 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 – II

Post allotment of securities - Outcome of subscription

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Name of the Class Pre-Issue Holding Post-Issue Equity Shares and post
Proposed Allottees conversion of Warrants into
Equity Shares
No. of % of Share No. of shares % of Share
shares holding holding
Infinity Direct Equity - - 4,64,210 3.77%
Holdings
Infinity Direct Equity - - 5,46,316 4.44%
Capital
Infinity Partners II - Equity - - 2,52,632 2.05%
Direct
Vimana Capital Equity 1,09,132 1.01% 1,61,764 1.32%
Management LLP
Ashish Kacholia Equity 3,00,000 2.78% 3,52,632 2.87%
Suryashakti Equity - - 52,632 0.42%
Management
Services Private
Limited
Sujay Kewalramani Convertible 7,925 0.07% 85,871 0.70%
Warrants
Total 4,17,057 3.86% 19,16,057 15.58%
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• The Post-Issue Shareholding Percentage has been calculated based on the total diluted post-issue paidup share capital, assuming full subscription of the securities and full subscription of the warrants into equity shares.

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Regd. Office: Unit No. 706 & 707, The Epicentre, W. T. Patil Marg, Off Eastern Freeway, BEST Colony, Near Shivaji Chowk, Chembur East, Mumbai – 400 071 Phone: 022 – 35530988 E-mail: info@kmew.in, 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 – B

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Sr. Details of events that Appointment of Additional Resignation of Non-Executive
No. needs to be provided Non-Executive Non- Non-Independent Director
Independent Director
Mr. Hemant Sibal Mr. Jagat Jiban Biswas
DIN: 11300312 DIN: 07311532
1. Reason for change viz. Appointment of Additional Resignation of Non-Executive
appointment, re- Non-Executive Non- Non-Independent Director
appointment, Independent Director
resignation, removal,
death, otherwise
2. Date of Re- Date of Appointment: Date of Resignation:
appointment September 17, 2025 September 17, 2025
/cessation (as
applicable) & term of Term of Appointment: Mr. Effective from October 01, 2025
appointment; Hemant Sibal is appointed
as an Additional Non-
Executive Non-Independent
Director of the Company
from September 17, 2025 till
the Annual General Meeting
held for Financial Year
2025-26.
3. Brief Profile Mr. Hemant is having overall Not Applicable
27 years of experience in the
Marine Industry. He is
retired Deputy Conservator
at Kandla Port trust. He has
handled various
emergencies and accidents
of various types and
categories such as fire,
collusions, towages, and
salvage. He has piloting
experience in major ports in
India.
4. Disclosure of Mr. Hemant Sibal is not Not Applicable
Relationship (in case of related inter-se to any other
appointment of a Director of the Company as
director) on the date of his
appointment
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Regd. Office: Unit No. 706 & 707, The Epicentre, W. T. Patil Marg, Off Eastern Freeway, BEST Colony, Near Shivaji Chowk, Chembur East, Mumbai – 400 071 Phone: 022 – 35530988 E-mail: info@kmew.in, 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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1. Information as required Mr. Hemant Sibal is not Not Applicable pursuant to BSE debarred from holding the Circular with ref. no. office of Director on account LIST/ COMP/ of any order of SEBI or any 14/2018-19 and the other such authority. National Stock Exchange of India Ltd with ref. no. NSE/ CML/2018/24, both dated June 20, 2018.

For Knowledge Marine & Engineering Works Limited

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Avdhoot Kotwal Company Secretary & Compliance Officer

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Regd. Office: Unit No. 706 & 707, The Epicentre, W. T. Patil Marg, Off Eastern Freeway, BEST Colony, Near Shivaji Chowk, Chembur East, Mumbai – 400 071 Phone: 022 – 35530988 E-mail: info@kmew.in, Website: www.kmew.in Listed on BSE & NSE exchange (KMEW | 543273 | INE0CJD01011)

Address: 14A/2, N. N. Ghosh Lane, 2[nd] Floor, Kolkata, West Bengal, India – 700 040 Email ID: biswasjj@gmail.com

Jagat Jiban Biswas

Resignation Letter

Date: September 16, 2025

To,

The Board of Directors,

Knowledge Marine & Engineering Works Limited,

Unit No. 706-707, The Epicentre, W. T. Patil Marg,

Off Eastern Freeway, BEST Colony, Near Shivaji Chowk,

Chembur (E), Mumbai – 400 071

Subject: Resignation as a Non-Executive and Non-Independent Director of the Knowledge Marine & Engineering Works Limited

Dear Sir/ Madam,

I wish to submit my resignation as a Member of the Board of Directors Of Knowledge Marine & Engineering Works Limited (“KMEWL” or “Company”) and various committees of the Company, effective October 01, 2025.

Over the past years, I have been privileged to be a part of KMEWL Board contributing to and witnessing its transformation and am proud of the accomplishments we have achieved.

Due to my personal health reason, it may not allow me to do justice to my role on KMEWL Board and I confirm that there are no material reasons for my resignation other than those mentioned in this resignation letter.

I want to express my sincere appreciation and gratitude to all the Board members and the management teams that I have had the privilege to work with over the years.

I may kindly be relieved of the responsibilities.

Thank you again for the opportunity to associate with this great company. I wish KMEWL continued success and growth in the years to come.

Warm Regards,

Jagat Jiban Biswas

DIN:07311532