Knowledge Marine & Engineering Works Limited has filed its monitoring agency report for the preferential issue proceeds utilization during the quarter ended December 31, 2025, in compliance with SEBI regulations. The report was prepared by CARE Ratings Limited, the appointed monitoring agency, and approved by the company's Audit Committee and Board of Directors on February 12, 2026.

Issue Details and Fund Allocation

The preferential issue raised Rs. 284.81 crore through equity shares and convertible equity share warrants. The proceeds are designated for three primary objectives with specific allocations.

Fund Utilization Status

During Q3 FY26, no proceeds were utilized for any of the stated objectives. The company received Rs. 273.70 crore out of the total issue size, with Rs. 11.11 crore yet to be received. All received funds remain unutilized and are parked in fixed deposits and monitoring accounts with banks.

Deployment of Unutilized Proceeds

The company has deployed the unutilized funds across fixed deposits with multiple banks to ensure safety and earn returns. The deployment strategy shows diversification across three banking institutions.

Implementation Timeline and Compliance

The company received funds in tranches between October 23, 2025, and October 28, 2025. According to the offer document, all objectives must be completed within three years from receipt of funds, providing a timeline extending to October 2028 for fund utilization.

Monitoring Agency Assessment

CARE Ratings Limited confirmed no deviations from the objects stated in the offer document. The monitoring agency verified that all unutilized funds are appropriately parked in fixed deposits and monitoring accounts as per regulatory requirements. The report indicates this is the first monitoring agency report for the preferential issue, with no major deviations observed. All certifications were provided by RSSA & Associates, chartered accountants, with proper UDIN authentication for the quarter ended December 31, 2025.

Knowledge Marine & Engineering Works Limited's board of directors has approved a comprehensive scheme of amalgamation involving two wholly-owned subsidiaries during their meeting held on January 30, 2026. The decision represents a strategic move to consolidate operations and streamline the company's corporate structure.

Amalgamation Details

The board approved the amalgamation of Indian Ports Dredging Private Limited and Knowledge Infra Port Private Limited with Knowledge Marine & Engineering Works Limited under Sections 230 to 232 of the Companies Act, 2013. The scheme is subject to necessary statutory and regulatory approvals, including approval from the National Company Law Tribunal, Mumbai Bench.

Key Features of the Scheme

The proposed amalgamation includes several important provisions. The entire assets and liabilities of the transferor companies will be transferred to and recorded by the parent company at their respective carrying values. All inter-company balances and investments among the companies will stand cancelled as a result of the scheme.

Since the entire share capital of both subsidiaries is held by Knowledge Marine & Engineering Works Limited, no equity shares will be allotted in exchange for the holdings. The equity shares held by the company in the transferor companies will stand cancelled on the effective date without any further documentation.

Company Profiles and Business Areas

Indian Ports Dredging Private Limited was incorporated on March 20, 2017, with CIN U74999MH2017PTC292712, and is primarily engaged in dredging business. Knowledge Infra Ports Private Limited was incorporated on April 15, 2019, with CIN U74999MH2019PTC324093, and is also engaged in dredging operations.

Financial Position

As of September 30, 2025, the financial details reveal the scale of the amalgamation:

Strategic Rationale

The amalgamation aims to achieve multiple strategic objectives including operational synergies and cost optimization. The merger will enable the company to leverage combined work experience, assets, capabilities, and infrastructure for optimal resource utilization and economies of scale.

Key benefits include:

• Enhanced tender participation capabilities through combined work experience
• Simplified management structure leading to administrative cost savings
• Streamlined group holding structure with reduced number of entities
• Improved cash flows and efficient capital utilization
• Significant reduction in legal and regulatory compliance requirements

The transaction falls within related party provisions as the subsidiaries are wholly-owned by the parent company. However, pursuant to Ministry of Corporate Affairs General Circular No. 30/2014, transactions arising from amalgamations under specific Companies Act provisions do not fall within the purview of related party transactions under Section 188.