EGM Details

An Extra-Ordinary General Meeting (EOGM) of the shareholders of Knowledge Marine & Engineering Works Limited is scheduled to be held on Sunday, July 19, 2026, at 11:00 AM IST. The meeting will be conducted entirely through Video-Conferencing (VC) Facility or Other Audio Visual Means (OAVM). The deemed venue is the company's Registered Office at Unit No. 706 & 707, The Epicentre, W. T. Patil Marg, Off Eastern Freeway, BEST Colony, Near Shivaji Chowk, Chembur East, Mumbai – 400 071.

Business to be Transacted

SPECIAL BUSINESS: Item No. 1 - Issuance of Equity Shares on Preferential Basis

A special resolution is proposed to seek shareholder approval for the following:

  • Issue of Equity Shares: To issue 7,64,317 (Seven Lakhs Sixty-Four Thousand Three Hundred Seventeen) equity shares of face value ₹5 each on a preferential basis.
  • Issue Price: The price is set at ₹1,962.53 per share (including a premium of ₹1,957.53 per share).
  • Total Issue Size: The issue will raise ₹1,49,99,95,042.01 (One Hundred Forty Nine Crores Ninety-Nine Lakh Ninety-Five Thousand Forty Two and Paise One Only).
  • Proposed Allottees (All Non-Promoter):
  • 360 One PIPE Fund: 3,82,159 shares for ₹74,99,98,502.27
  • FLC Investco LLC: 1,52,863 shares for ₹29,99,98,223.39
  • Bank of India - Small Cap Fund: 1,37,577 shares for ₹26,99,98,989.81
  • Bank of India Mid and Small Cap Equity and Debt Fund: 91,718 shares for ₹17,99,99,326.54

Key Terms & Conditions of the Preferential Issue (As per Resolution)

  • The 'Relevant Date' for determining the floor price is fixed as Friday, June 19, 2026.
  • The shares will be fully paid-up at allotment and will rank pari-passu with existing equity shares.
  • The shares will be subject to a lock-in period as prescribed under Chapter V of the SEBI ICDR Regulations.
  • Allotment shall be made within 15 days from the later of (i) the date of passing this special resolution or (ii) receipt of the last required regulatory approval.
  • Allotment will be made only in dematerialized form.
  • The Board is authorized to take all necessary steps to implement this resolution.

Objects of the Issue

The proceeds from the preferential issue (₹149.99 Crore) are proposed to be utilized as follows:

  • Capital Expenditure for purchase/construction of vessels/ships: ₹112.50 Crore (To be utilized within 3 years)
  • General Corporate Purposes: ₹37.49 Crore (To be utilized within 3 years)

The company notes that the amount specified for these objects may deviate by +/- 10% based on future circumstances.

Unutilized proceeds will be kept in a separate corporate bank account or parked in callable fixed deposits/money market mutual funds.

Pricing Rationale

The issue price of ₹1,962.53 per share was determined as per Chapter V of the SEBI ICDR Regulations and is the higher of:

1. The 90-day volume-weighted average price (VWAP) on the NSE preceding the Relevant Date (June 19, 2026): ₹1,848.55

2. The 10-day VWAP on the NSE preceding the Relevant Date: ₹1,962.52

A certificate from M/s. P Singhania and Associates, Chartered Accountants, certifying this computation is available on the company's website.

As the allotment to any single allottee is less than 5% of the post-issue capital, a valuation report from an independent valuer was not required under Regulation 166A.

Monitoring Agency

Since the issue size exceeds ₹100 Crore, the company is required to appoint a monitoring agency. The Board has approved the appointment of CARE Ratings Limited (SEBI Reg. No. IN/CRA/004/1999) to monitor the utilization of proceeds. CARE will submit quarterly reports to the company.

Shareholding Pattern Impact (Pre vs. Post Issue)

  • Pre-Issue Promoter & Promoter Group Holding (as of June 24, 2026): 1,26,02,929 shares (51.55%)
  • Post-Issue Promoter & Promoter Group Holding (proforma): 1,27,58,821 shares (50.30%)
  • The issue will result in a dilution of approximately 3.01% of the post-issue paid-up capital.

The detailed pre and post-issue shareholding pattern is provided in Annexure A of the notice.

Other Disclosures

  • The company confirms it is eligible for a preferential issue under SEBI ICDR Regulations.
  • It has no outstanding dues to SEBI, stock exchanges, or depositories.
  • Neither the company nor its promoters/directors are wilful defaulters or fugitive economic offenders.
  • The proposed allotment will not result in any change in the control or management of the company.
  • A certificate from M/s. Amit Dharmani & Associates, Practicing Company Secretary, confirming compliance with SEBI ICDR Regulations will be available for inspection.

EGM Process and Voting

  • Cut-off Date for EGM voting eligibility: Saturday, July 11, 2026.
  • Remote e-Voting Period: Commences on Wednesday, July 15, 2026, at 09:00 AM IST and ends on Saturday, July 18, 2026, at 05:00 PM IST.
  • Scrutinizer: Ms. Preeti Singhania of M/s. P Singhania & Associates, Chartered Accountants, has been appointed to scrutinize the e-voting process.
  • Result Declaration: The results of the voting along with the scrutinizer's report will be announced by Mr. Avdhoot Kotwal, Company Secretary, on or before Tuesday, July 21, 2026, and displayed on the company's website (www.kmew.in) and the website of the e-voting agency, MUFG Intime India Private Ltd.
  • The notice is being sent only through electronic mode to members whose email addresses are registered. Physical copies are not being dispatched.