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.

Knowledge Marine & Engineering Works announced that its promoter and Managing Director Saurabh Daswani has sold equity shares through an open market transaction. The ship building company filed the mandatory disclosure under SEBI Insider Trading Regulations on December 31, 2025.

Transaction Details

The share sale transaction involved specific parameters that were disclosed to the stock exchanges:

Shareholding Pattern Changes

The transaction resulted in changes to Saurabh Daswani's shareholding in the company:

Despite the sale of 1,800 shares, Daswani's percentage shareholding remained at 10.52%, indicating the relatively small size of the transaction compared to his total holdings.

Regulatory Compliance

The disclosure was made in compliance with SEBI (Prohibition of Insider Trading) Regulations, 2015, specifically under Regulation 7(2) read with Regulation 6(2) for continual disclosure requirements. Company Secretary and Compliance Officer Avdhoot Kotwal signed the disclosure document.

Company Profile

Knowledge Marine & Engineering Works Limited operates as ship builders, repairers, charterers and marine contractors. The company is listed on both BSE and NSE exchanges with CIN L74120MH2015PLC269596. Its registered office is located in Chembur East, Mumbai.