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Knowledge Marine & Engineering Works Limited Capital/Financing Update 2026

Feb 12, 2026

59502_rns_2026-02-12_88d4f201-e18b-4aed-82fd-aed1722a1361.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-32/2025-26/01

Date: February 12, 2026

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, Bandra Kurla Complex, Mumbai- 400001 Bandra (E), Mumbai – 400051

Scrip Code **Symbol ** ISIN
543273 KMEW INEOCJDO1011

Subject: Monitoring Agency Report for utilization of Preferential Issue Proceeds for the Quarter and Nine Months ended December 31, 2025 under Regulation 32 of the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirement) Regulations, 2015, as amended (“Listing Regulations”)

Dear Sir/Ma’am,

Pursuant to Regulation 32 of Listing Regulations read with SEBI Master Circular dated HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 issued on July 11, 2023 and Last updated on January 30, 2026, please find enclosed herewith the Monitoring Agency Report for utilization of proceeds of the Preferential Issue of the Knowledge Marine & Engineering Works Limited (“the Company”) for the quarter and nine months ended December 31, 2025, as mentioned in the object clause of the Offer Document dated September 17, 2025.

The Monitoring Agency Report for utilization proceeds of the Preferential Issue provided by CARE Ratings Limited (Monitoring Agency appointed for the Preferential Issue) was placed before the Audit Committee and Board of Directors for its review and same was confirmed and approved by them on their respective meeting held on February 12, 2026.

Kindly take the same on your record.

The same is available on the website of the Company at www.kmew.in.

Thanking You.

For Knowledge Marine & Engineering Works Limited

KANAK SUJAY Digitally signed by KANAK SUJAY KEWALRAMANI KEWALRAMANI Date: 2026.02.12 13:38:37 +05'30'

Kanak Kewalramani Director & CFO DIN: 06678703

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 – 35374606 | E-mail: [email protected] | Website: www.kmew.in Listed on BSE & NSE exchange (KMEW | 543273 | INE0CJD01029)

Monitoring Agency Report

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No. CARE/HO/GEN/2025-26/1247

The Board of Directors Knowledge Marine & Engineering Works Limited

Unit No. 706-707 The Epicentre, W.T. Patil Marg, Off Eastern Freeway, Near Shivaji Chowk, BEST Colony, Chembur, Mumbai - 400071

February 12, 2026

Dear Sir/Ma’am,

- Monitoring Agency Report for the quarter ended December 31, 2025 in relation to the preferential issue of equity shares and convertible equity share warrants of Knowledge Marine & Engineering Works Limited (“the Company”)

We write in our capacity of Monitoring Agency for the Preferential Issue of equity shares and convertible equity share warrants for the amount aggregating to Rs. 284.81 crore of the Company and refer to our duties cast under Regulation 162A of the Securities & Exchange Board of India (Issue of Capital & Disclosure Requirements) Regulations.

In this connection, we are enclosing the Monitoring Agency Report for the quarter ended December 31, 2025 as per aforesaid SEBI Regulations and Monitoring Agency Agreement dated December 10, 2025.

Request you to kindly take the same on records.

Thanking you,

Yours faithfully,

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Raunak Modi

Assistant Director

[email protected]

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Report of the Monitoring Agency

Name of the issuer: Knowledge Marine & Engineering Works Limited For quarter ended: December 31, 2025 Name of the Monitoring Agency: CARE Ratings Limited (a) Deviation from the objects: Nil

(b) Range of Deviation: N.A.

Declaration:

We declare that this report provides an objective view of the utilization of the issue proceeds in relation to the objects of the issue based on the information provided by the Issuer and information obtained from sources believed by it to be accurate and reliable. The Monitoring Agency (MA) does not perform an audit and undertakes no independent verification of any information/ certifications/ statements it receives. This Report is not intended to create any legally binding obligations on the MA which accepts no responsibility whatsoever, for loss or damage from the use of the said information. The views and opinions expressed herein do not constitute the opinion of MA to deal in any security of the Issuer in any manner whatsoever. Nothing mentioned in this report is intended to or should be construed as creating a fiduciary relationship between the MA and any issuer or between the agency and any user of this report. The MA and its affiliates also do not act as an expert as defined under Section 2(38) of the Companies Act, 2013.

The MA or its affiliates may have credit rating or other commercial transactions with the entity to which the report pertains and may receive separate compensation for its ratings and certain credit-related analyses. We confirm that there is no conflict of interest in such relationship/interest while monitoring and reporting the utilization of the issue proceeds by the issuer, or while undertaking credit rating or other commercial transactions with the entity.

We have submitted the report herewith in line with the format prescribed by SEBI, capturing our comments, where applicable. There are certain sections of the report under the title “Comments of the Board of Directors”, that shall be captured by the Issuer’s Management / Audit Committee of the Board of Directors subsequent to the MA submitting their report to the issuer and before dissemination of the report through stock exchanges. These sections have not been reviewed by the MA, and the MA takes no responsibility for such comments of the issuer’s Management/Board.

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Signature:

Name and designation of the Authorized Signatory: Raunak Modi Designation of Authorized person/Signing Authority: Assistant Director

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1) Issuer Details:

Name of the issuer : Knowledge Marine & Engineering Works Limited Name of the promoter/promoter group : Kanak Sujay Kewalramani, Saurabh Mukesh Daswani, Pinkesh Pritam Kewalramani, Dinesh Mohanlal Kewalramani, Sujay Mohanlal Kewalramani, Pankaj Gurbani, Bharti Mukesh Daswani, Industry/sector to which it belongs : Engineering Services - Dredging

2) Issue Details

Issue Period : Not applicable Type of issue (public/rights) : Preferential Issue Type of specified securities : Equity shares (14,21,054) and Convertible equity share warrants (77,946) IPO Grading, if any : Not applicable Issue size (in crore) : Rs. 284.81 crore

3) Details of the arrangement made to ensure the monitoring of issue proceeds:

Particulars Reply Source of information /
certifications considered by
Monitoring Agency for preparation
of report
Comments of the
Monitoring Agency
Comments of the
Board of
Directors
Whether all utilization is as per the disclosures in the Offer
Document?
Yes CA Certificate*, Management Certificate
and Letter of Offer
No issue proceeds have been utilized in Q3
FY26 and all unutilized funds are parked in
fixed deposits and monitoring account with
banks as on December 31, 2025.
No Comments
Whether shareholder approval has been obtained in case of
material deviations# from expenditures disclosed in the Offer
Document?
Not
applicable
CA Certificate*, Management Certificate Nil No Comments
Whether the means of finance for the disclosed objects of the
issue have changed?
No CA Certificate*, Management Certificate Nil No Comments
Is there any major deviation observed over the earlier monitoring
agency reports?
Not
Applicable
Nil This is the first Monitoring Agency report No Comments
Whether all Government/statutory approvals related to the
object(s) have been obtained?
Not
applicable
CA Certificate*, Management Certificate Nil No Comments
Whether all arrangements pertaining to technical
assistance/collaboration are in operation?
Not
Applicable
CA Certificate*, Management Certificate Nil No Comments
Are there any favorable/unfavorable events affecting the viability
of these object(s)?
No CA Certificate*, Management Certificate Nil No Comments
Is there any other relevant information that may materially affect
the decision making of the investors?
No CA Certificate*, Management Certificate Nil No Comments
  • *Chartered Accountant certificate from RSSA & Associates (FRN: 120109W) dated February 03, 2026 bearing UDIN: 26145765ARZJAZ5233 #Where material deviation may be defined to mean:

a) Deviation in the objects or purposes for which the funds have been raised

  • b) Deviation in the amount of funds actually utilized by more than 10% of the amount projected in the offer documents.

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4) Details of objects to be monitored:

(i) Cost of objects –

Sr.
No
Item
Head
Source of information /
certifications considered
by Monitoring Agency for
preparation of report
Original cost
(as per the
Offer
Document) in
Rs. Crore
Comments of the Board of Directors Comments of the Board of Directors Comments of the Board of Directors
Revised
Cost
in Rs.
Crore
Comments of
the
Monitoring
Agency
Reason
for cost
revision
Proposed
financing
option
Particulars of -
firm
arrangements
made
1 Working capital requirements for ship building
contracts and operating expenses
Letter of Offer, CA Certificate*,
Management Declaration
30.81 - Nil No Comments
2 Capital expenditure for purchase of vessels/ships and
construction of new vessels/ships
Letter of Offer, CA Certificate*,
Management Declaration
183.00 - Nil No Comments
3 General Corporate Purpose Letter of Offer, CA Certificate*,
Management Declaration
71.00 - Nil No Comments
Total 284.81
  • *Chartered Accountant certificate from RSSA & Associates (FRN: 120109W) dated February 03, 2026 bearing UDIN: 26145765ARZJAZ5233
(ii) Progress in the objects– (ii) Progress in the objects– (ii) Progress in the objects–
Sr.
No
Total
unutilise
Comments of the
Source of information / Amount as Amount utilised in Rs. Crore
Amount
Comments Board of Directors
certifications proposed
in the Offer
Document in
Rs. Crore
Amount
Received
(Rs.
Crore)
Item As at
beginning of
the quarter
yet to be of the Reasons
for idle
funds
considered by During At the d
Proposed
Head received Monitoring
Monitoring Agency for
the
end of amount
course of
(Rs. Agency
preparation of report quarter the in Rs. action
Crore)
quarter crore
1 Working capital
requirements for ship
building contracts and
operating expenses
Letter of Offer, CA
Certificate, Management
Declaration, Bank
statements
30.81 273.70 - - - 273.70 11.11 No utilization
in Q3 FY26.
No Comments
2 Capital expenditure for
purchase of
vessels/ships and
construction of new
vessels/ships
Letter of Offer, CA
Certificate, Management
Declaration, Bank
statements
183.00 - - - No utilization
in Q3 FY26.
No Comments
3 General Corporate
Purpose
Letter of Offer, CA
Certificate, Management
Declaration, Bank
statements
71.00 - - - No utilization
in Q3 FY26.
No Comments
Total 284.81 273.70 - - - 273.70 11.11
  • *Chartered Accountant certificate from RSSA & Associates (FRN: 120109W) dated February 03, 2026 bearing UDIN: 26145765ARZJAZ5233

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(iii) Deployment of unutilized proceeds:

Sr.
No.
Type of instrument and name of the entity invested in Amount invested
(Rs in crore)
Maturity date Earning Return on
Investment
(%)
Market Value as
at the end of
quarter
A. Fixed Deposits with Bandhan Bank 169.98
1 FD-82000122155730/1 2.99 05-12-2027 - 7.20 -
2 FD-82000122163917/1 30.00 06-12-2026 - 7.10 -
3 FD-82000122163982/1 25.00 06-12-2026 - 7.10 -
4 FD-82000122221307/1 25.00 06-12-2026 - 7.10 -
5 FD-82000122164031/1 15.00 06-12-2026 - 7.10 -
6 FD-82000122164067/1 15.00 06-12-2026 - 7.10 -
7 FD-82000122221385/1 14.00 06-12-2026 - 7.10 -
8 FD-82000122221398/1 10.00 06-12-2026 - 7.10 -
9 FD-82000122164156/1 10.00 06-12-2026 - 7.10 -
B. Fixed Deposits with Yes Bank 80.00
10 FD-82000122221409/1 10.00 06-12-2026 - 7.10 -
11 FD-82000122221412/1 10.00 06-12-2026 - 7.10 -
12 FD-82000122289550/1 2.99 06-12-2027 - 7.20 -
C. Fixed Deposits with Bankof India **24.32 **
13 FD-000140600179211/1 20.00 03-12-2026 - 6.65 -
14 FD-000140600179191/1 30.00 03-12-2026 - 6.75 -
15 FD-000140600179201/1 30.00 03-12-2026 - 6.75 -
16 FD-004256110009095 5.00 06-06-2026 - 6.10 -
17 FD-004256110009096 5.00 06-06-2026 - 6.10 -
18 FD-004241110002697 4.32 06-03-2026 - 5.50 -
19 FD-004241110002698 2.50 06-03-2026 - 5.50 -
20 FD-004241110002699 2.50 06-03-2026 - 5.50 -
21 FD-004241110002700 2.50 03-01-2026 - 4.50 -
22 FD-004241110002701 2.50 03-01-2026 - 4.50 -
Total Fixed Deposits 274.30
Less- AccruedInterest on FD 0.62
Unutilized proceeds in FD 273.68
D. Balance in Bandhan Bank MAaccount number 20100076163435 **0.02 ** - - - -
Total unutilized funds 273.70

Verified with Chartered Accountant certificate from RSSA & Associates (FRN: 120109W) dated February 03, 2026 bearing UDIN: 26145765ARZJAZ5233

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– iv) Delay in implementation of the object(s)


Objects
Completion Date Delay (no. of
days/ months)
Comments of the Board of Directors Comments of the Board of Directors
As per the offer document Reason of
delay
Proposed course of
action
Actual
Working Capital Requirements Within 3 years from receipt of funds - Not applicable No Comments
Capital expenditure for purchase and construction of vessels/ ships Within 3 years from receipt of funds - Not applicable No Comments
General Corporate Purpose Within 3 years from receipt of funds - Not applicable No Comments

Verified with Chartered Accountant certificate from RSSA & Associates (FRN: 120109W) dated February 03, 2026 bearing UDIN: 26145765ARZJAZ5233 Note: The letter of offer specifies the timeline for implementation of the objects as ‘within 3 years from receipt of funds’. The company received the funds in tranches from October 23, 2025 to October 28, 2025 and the timeline for implementation has been arrived at on a First-In-First-Out (FIFO) basis as under:

Date of Receipt of funds Amount Received (Rs. Crore) Timeline for utilisation Amount utilized till December 31, 2025 (Rs. Crore)
October 23, 2025 10.00 October 22, 2028 -
October 27, 2025 250.00 October 26, 2028 -
October 28, 2025 13.70 October 27, 2028 -
Yet to be received 11.11 Yet to be received -
Total 284.81 -

5) Details of utilization of proceeds stated as General Corporate Purpose (GCP) amount in the offer document:

Item Head^ Amount Source of information / certifications considered by Monitoring Comments of Monitoring Comments of the
Sr. No
in Rs. Crore
Agency for preparation of report

Agency
Board of Directors
N.A. N.A. N.A. N.A. N.A. No Comments

Verified with Chartered Accountant certificate from RSSA & Associates (FRN: 120109W) dated February 03, 2026 bearing UDIN: 26145765ARZJAZ5233 ^ Section from the offer document related to GCP: N.A. as the offer document does not contain details about general corporate purposes.

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Disclaimers to MA report:

a) This Report is prepared by CARE Ratings Ltd (hereinafter referred to as “Monitoring Agency/MA” ). The MA has taken utmost care to ensure accuracy and objectivity while developing this Report based on the information provided by the Issuer and information obtained from sources believed by it to be accurate and reliable. The views and opinions expressed herein do not constitute the opinion of MA to deal in any security of the Issuer in any manner whatsoever.

b) This Report has to be seen in its entirety; the selective review of portions of the Report may lead to inaccurate assessments. For the purpose of this Report, MA has relied upon the information provided by the management /officials/ consultants of the Issuer and third-party sources like internal auditor which is peer reviewed audit firm/peer reviewed audit firm appointed by the Issuer believed by it to be accurate and reliable.

c) Nothing contained in this Report is capable or intended to create any legally binding obligations on the MA which accepts no responsibility, whatsoever, for loss or damage from the use of the said information. The MA is also not responsible for any errors in transmission and specifically states that it, or its directors, employees do not have any financial liabilities whatsoever to the users of this Report.

d) The MA and its affiliates do not act as a fiduciary. The MA and its affiliates also do not act as an expert to the extent defined under Section 2(38) of the Companies Act, 2013. While the MA has obtained information from sources it believes to be reliable, it does not perform an audit and undertakes no independent verification of any information/ certifications/ statements it receives from internal auditor which is peer reviewed audit firm/peer reviewed audit firm (or from peer reviewed CA firms), lawyers, chartered engineers or other experts, and relies on in its reports.

e) The MA or its affiliates may have other commercial transactions with the entity to which the report pertains. As an example, the MA may rate the issuer or any debt instruments / facilities issued or proposed to be issued by the issuer that is subject matter of this report. The MA may receive separate compensation for its ratings and certain credit-related analyses, normally from issuers or underwriters of the instruments, facilities, securities or from obligors.

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