SEAMEC Ltd Directors Report

6. TRANSFER TO GENERAL RESERVE

An amount of Rs. 3,340 lakhs has been transferred to General Reserve during the year under review.

7. SHARE CAPITAL

Your Company has only one class of Equity Shares and it has neither issued shares with differential rights as to dividend, voting or otherwise, nor issued shares

(including sweat equity shares) to the employees or Directors of the Company, under any Scheme. No disclosure is required under Section 67(3)(c) of the Companies Act, 201 3 in respect of voting rights not exercised directly by the employees or Key Managerial Personnel of the Company as the provisions of the Section are not applicable.

During the year under review, there was no change in the Companys Issued, Subscribed and Paid-up Equity Share Capital which consists of 2,54,25,000 Equity Shares of Rs. 10 each aggregating to Rs. 25,42,50,000 as on March 31, 2026.

8. DIRECTORS AND KEY MANAGERIAL PERSONNEL

As on March 31,2026, the Company has 6 (six) Directors with optimum combination of Executive and NonExecutive Directors, including 1 (one) Woman Director.

There were no changes in the composition of the Board of Directors during the year under review.

In accordance with the provisions of Section 152 of the Act and the Articles of Association of the Company, Mr. Sanjeev Agrawal (DIN: 00282059), retires by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment.

Mr. Rakesh Ayri ceased to be the Chief Executive Officer of the Company with effect from August 19, 2025.

The Key Managerial Personnel of the Company include Mr. S.N. Mohanty - President, Corporate Affairs, Legal and Company Secretary and Mr. Vinay Kumar Agarwal - Chief Financial Officer.

Independent Directors

In terms of Section 149 of the Act and Regulation 17 of SEBI LODR Regulations, Mrs. Ruby Srivastava, Mr. Raghav Chandra, IAS (Retd.) and Mr. Amarjit Chopra are the Independent Directors of the Company. The Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16( 1 )(b) of the SEBI LODR Regulations and are independent of the management. In terms of Regulation 25(8) of the SEBI LODR Regulations, they have confirmed that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence. The Board of Directors of the Company has taken on record the declaration and confirmation submitted by the Independent Directors. Independent Directors are not liable to retire by rotation in terms of Section 149(13) of the Act.

The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise in the fields of banking, finance, treasury operations, risk management, legal, information technology, strategy, governance, human resources, safety, sustainability, etc. and that they hold highest standards of integrity.

The Independent Directors of the Company have confirmed that they have enrolled themselves in the Independent Directors Databank maintained with the Indian Institute of Corporate Affairs (IICA) in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment & Qualification of Directors) Rules, 2014. Mrs. Ruby Srivastava and Mr. Raghav Chandra, IAS (Retd.) have confirmed that they have successfully completed the online proficiency self-assessment test conducted by IICA whereas Mr. Amarjit Chopra has confirmed that he is exempted from the requirement to undertake the said online proficiency self-assessment test conducted by IICA.

Details of Familiarization Programme for the Independent Directors are provided separately in the Corporate Governance Report which forms a part of this Integrated Annual Report.

9. DISCLOSURES RELATED TO BOARD MEETINGS AND COMMITTEES OF THE BOARD

Board Meetings

During the year under review, 8 (eight) Board Meetings

were held, details of which are provided in the Corporate Governance Report.

Composition of Audit Committee

As on March 31, 2026, the Audit Committee comprised of 4 (four) Members out of which 3 (three) are Independent Directors and 1 (one) is a Non-Executive Director. During the year under review,

1 1 (eleven) Audit Committee meetings were held, details of which are provided in the Corporate Governance Report.

During the year under review, there were no instances when the recommendations of the Audit Committee were not accepted by the Board.

Corporate Social Responsibility Committee (CSR)

During the year under review, there were no instances when the recommendations of the CSR Committee were not accepted by the Board.

The brief outline of the CSR policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure I of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014.

10. RISK MANAGEMENT

The Board of Directors of the Company have formed a Risk Management Committee to frame, implement and monitor the risk management plan for the Company.

The Committee is responsible for monitoring and reviewing the risk management plan and ensuring its effectiveness. The Audit Committee has additional oversight in the area of financial risks and controls. The major risks identified by the businesses, functions, Internal Auditors and Statutory Auditors are systematically addressed through mitigating actions on a continuing basis. The composition, development and implementation of risk management policy have been covered in the Corporate Governance Report and Management Discussion and Analysis, respectively, which forms part of this report.

11. NOMINATION AND REMUNERATION POLICY

The Company has formulated the Nomination and Remuneration Policy in accordance with the provisions of the Act and the SEBI LODR Regulations. The said policy acts as a guideline for determining, inter-alia, qualifications, positive attributes and independence of a director, matters relating to the remuneration,

appointment, removal and evaluation of performance of the Directors, Key Managerial Personnel, Senior Management and other employees.

12. PERFORMANCE EVALUATION

The Board evaluated the effectiveness of its functioning, that of the Committees and of individual directors, including the Chairman for FY 2025-26, pursuant to the provisions of the Act and Regulation 17(10) of the SEBI LODR Regulations. The evaluation was carried out based on the guidance note on Board Evaluation issued by the Securities and Exchange Board of India.

With a view to maintain high level of confidentiality and ease of doing evaluation, the exercise was carried out through a structured questionnaire. Each Board member filled up the evaluation template on the functioning and overall level of engagement of the Board and its Committees, on parameters such as composition, execution of specific duties, quality, quantity and timeliness of flow of information, deliberations at the meeting, independence of judgement, decision-making, management actions etc. The evaluation templates were structured considering the amendments made under the SEBI LODR Regulations. The Directors were also asked to provide their valuable feedback and suggestions on the overall functioning of the Board and its Committees and the areas for improvement.

Upon receipt of the evaluation sheets from each of the Directors, the Chairman of the Nomination and Remuneration Committee placed the comprehensive ratings and suggestions, if any, received from the Directors, before the Board.

The Independent Directors also conducted a separate meeting on March 19, 2026, without the participation of any other Director or Key Managerial Personnel, wherein the performance of the Non-Independent Directors, the Board as a whole and the Chairman of the Company was evaluated. The Independent Directors were satisfied with the overall functioning of the Board, its various committees and with the performance of other Non-Executive and Executive Directors.

On the whole, the Board expressed its satisfaction with the evaluation process, which reflects highest degree of engagement of the Board and its Committees with the Management.

13. STATUTORY AUDITORS

At the 35^th Annual General Meeting held on August 10, 2022, Members approved the re-appointment

of M/s. T R Chadha & Co LLP, Chartered Accountants (ICAI Registration No. 006711N/N500028) as Statutory Auditors of the Company to hold office for a period of five years from the conclusion of that Annual General Meeting till the conclusion of the 40^th Annual General Meeting to be held in the year 2027.

The Standalone and Consolidated Statutory Auditors Report for the financial year ended March 31, 2026 does not contain any qualification, adverse remark or reservation and therefore, do not call for any further explanation or comments from the Board under Section 134(3) of the Act.

There were no instances of fraud reported by the Statutory Auditors during FY 2025-26 in terms of Section 134 of the Act read with the Companies (Audit and Auditors) Rules, 2014.

14. SECRETARIAL AUDITORS

The disclosures on Related Party Transactions pursuant to Regulation 34(3) of SEBI LODR Regulations read with Schedule V thereto are set out in Annexure A of the Standalone and Consolidated Financial Statements of the Company.

The Form AOC-2 envisages disclosure of material contracts or arrangements or transactions at arms length basis. The details of the material related party transactions, on-going and entered during FY 2026, as per the Policy on dealing with related parties adopted

by the Company and regulatory requirements are disclosed in Annexure IV to this Report.

19. REPORT ON CORPORATE GOVERNANCE, MANAGEMENT DISCUSSION AND ANALYSIS AND BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

20. SUBSIDIARY COMPANIES

The Company has 9 (nine) subsidiaries, including step down subsidiaries. There are no associates or joint venture companies within the meaning of Section 2(6) of the Act. There has been no material change in the nature of the business of the subsidiaries.

SEAMEC INTERNATIONAL FZE is the Wholly Owned Subsidiary (WOS), established in Dubai Airport Freezone (DAFZA). The primary focus of this WOS is to engage in bulk carrier operations. The Company owns one bulk carrier which is operating smoothly. The market of bulk carrier showed improvement from FY 2024-25 to FY 2025-26 and the WOS is exploring strategic planning to take the Company forward.

SEAMEC International FZE has set up a joint venture company by name of "SEAMATE SHIPPING FZC" in Ajman Freezone, U.A.E with Arete Shipping DMCC in the ratio of 60:40. The Vessel owned by SEAMATE SHIPPING FZC was sold during the year, upon completion of its long term charter. The Company is exploring the market dynamics, to determine the next steps.

On April 16, 2025, SEAMEC International FZE entered into a joint venture with Arete Shipping DMCC, and incorporated a company by name of "SEARETE INDIA IFSC PRIVATE LIMITED" in GIFT City, Gujarat, India, in the ratio of 50:50. The principal activities of the Joint Venture Company includes undertaking ship owning and leasing activities by way of bareboat charter hire to customers incorporated in GIFT City. SEARETE INDIA IFSC PRIVATE LIMITED purchased a Bulk Carrier in June 2025, which was given on bareboat charter on the same day. The Vessel is operating smoothly.

The Company has incorporated a subsidiary by name "Seamec Nirman Infra Limited" in joint venture with NayaVridhi Infra LLP in the ratio of 65:35 to undertake tunnel project in Vapi, Gujarat. The Company has withdrawn from the project and all outstanding dues have been settled and received from L&T. The Company is determining the next steps, which will be most beneficial.

The Company has another wholly owned subsidiary, by the name of M/s Aarey Organic Industries Private Limited (AOIPL), based in Navi Mumbai, India.

The Company has incorporated another wholly owned subsidiary in the United Kingdom by name "SEAMEC UK Investments Limited" ("SEAMEC UK"), which has incorporated two wholly owned subsidiaries by name of "Fountain House 74 Limited" and "Fountain House 84 Limited" (Step-down subsidiaries). The Step Down Subsidiaries have incorporated another wholly owned subsidiary by the name of "Fountain House Combined Limited".

Pursuant to the provisions of Section 129(3) of the Act, a statement containing the salient features of financial statements of the Companys subsidiaries as on March 31, 2026, in e-Form No. AOC-1 is attached as Annexure V to this Report.

21. INTERNAL FINANCIAL CONTROLS RELATED TO THE FINANCIAL STATEMENTS

The Company had adequate Internal Financial Controls (IFC) which is commensurate to the size and business of the Company and is designed to provide reliable financial information. It provides reasonable assurance with respect to preparation of financial statements in compliance with the Acts, Rules, and Regulations as applicable including Indian Accounting Standards and also reliability of financial reporting. The controls also provide assurance that the expenditures are made in accordance with the authority given to the management of the Company duly approved by the Directors of the Company.

These controls are reviewed by the management and key areas are subject to various statutory, internal and operational audits based on periodic risk assessment. The findings of the audits are discussed with the management and key findings are presented before the Audit Committee and Board of Directors for review of actionable items. The review of the IFC, inter-alia,

consists of the three components of internal controls, viz., Entity level controls, Key financial reporting controls and Internal controls in operational areas.

In addition, the Internal Auditor monitors and evaluates the efficiency and adequacy of the internal control system in the Company, its compliance with operating systems, accounting and procurement procedures and respective policies. Periodical control report on the same is presented and discussed with the Audit Committee.

Conscious efforts are in place on a continuous basis to ensure that all the assets are safeguarded and protected against loss from unauthorized use and disposal and that all transactions are authorized, recorded and financial statements show a true and fair picture of the state of affairs of the Company. Compliance is in place as regards to applicable statutory and regulatory requirements.

The internal control systems of the Company are monitored and evaluated by Internal and Statutory Auditors and reviewed by Management. Internal Auditors of the Company independently reports key findings on the internal control systems to the Audit Committee.

22. MARITIME LABOUR CONVENTION (MLC) 2006

Maritime Labour Convention (MLC) 2006 adopted by International Labour Organization, establishing minimum requirements for almost all aspects of working and living conditions on board ships has come into force from August 20, 2013. The Government of India had ratified and adopted provisions of MLC on October 18, 2015.

Your Company has implemented the requirement as per MLC 2006 and has received certification from the flag administration for its vessels.

23. VIGIL MECHANISM

Pursuant to the provisions of the Act and SEBI LODR Regulations, the Company has in place a Whistle Blower Policy to encourage all employees or any other person dealing with the Company to disclose any wrong doing that may adversely impact the Company, the Companys customers, shareholders, employees, investors, or the public at large. This policy, inter-alia, also sets forth (i) procedures for reporting questionable auditing accounting, internal control and unjust enrichment matters (ii) reporting instances of leak or suspected leak of Unpublished Price Sensitive Information and (iii) an investigative process of reported acts of wrongdoing and retaliation from employees, inter-alia, on a confidential and anonymous basis.

The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of

During the year under review, the Company received one whistle blower complaint, addressed to the Chairperson of the Audit Committee. The Audit Committee constituted an Internal Investigation Committee to investigate the details mentioned in the complaint. The complaint was found to be without any substance. The complainant also withdrew the complaint and accordingly, the matter stands closed.

24. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

The Company has in place a Prevention of Sexual Harassment Policy in line with requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. An Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary and trainee) are covered under this policy.

The information to be provided under Rule 8 (x) of the Companies (Accounts) Rules, 2014 as amended, is as under:

(i) Number of complaints of sexual harassment received in the year: Nil

(ii) Number of complaints disposed off during the year: Nil

(iii) Number of cases pending for more than ninety days: Nil

25. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as required, inter-alia, under Section 1 34 of the Act read with the Companies (Accounts) Rules, 201 4 is given in the Annexure VI forming part of this report.

26. PARTICULARS OF EMPLOYEES

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (Rules) are enclosed as Annexure VII forming part of this Report.

The statement containing particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Rules forms part of this Report. Further, the Report and the Accounts are

27. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 1 34(5) of the Act, the Board of Directors, to the best of its knowledge and ability, confirm that:

a. in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

b. they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

c. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. they have prepared the annual accounts on a going concern basis;

e. they have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;

f. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively;

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal, statutory and secretarial auditors and external consultants, including the audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by management and the relevant board committees, including the Audit Committee, the Board is of the opinion that the Companys internal financial controls were adequate and effective during FY 2025-26.

28. MATERIAL CHANGES BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THIS REPORT

The material changes, in the interim period, have been disclosed in this Report under respective sections.

29. ANNUAL RETURN

30. DEPOSITS FROM PUBLIC

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

31. HUMAN RESOURCES

Your Company continues to be assured by competence and commitment of the people.

The working climate of your Company continues to remain harmonious with focus on improving Productivity, Quality, Health and Safety of the employees and its associates we work with. Your Company ensures that operations are carried out as per the safety guidelines and procedures in place which are regularly updated. The Company has 86 employees as on March 31, 2026.

Efforts are continuously made to strengthen organizational culture in order to attract and retain the best talent in the industry. The Board appreciates the commitment and support of the employees and look forward to their continued support.

32. DISCLOSURE PERTAINING TO COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961

The Company has complied with the provisions of the Maternity Benefit Act, 1961.

33. OTHER DISCLOSURES

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions for the same during the year under review:

i. the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year along with their status as on March 31, 2026.

ii. the details of difference between the amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof.

iii. No disclosure is required under Section 62(1)(b) of the Act in respect of Employee Stock Option

Scheme as the provisions of the said section read with Rules made thereunder are not applicable.

iv. No disclosure is required under Section 67(3)(c)

of the Act in respect of voting rights not exercised directly by the employees of the Company as the provisions of the said section are not applicable.

34. GREEN INITIATIVE

The Ministry of Corporate Affairs (MCA) has taken a Green Initiative in Corporate Governance by permitting electronic mode for service of documents to Members after considering relevant provisions of the Information Technology Act, 2000 and Rules made thereunder.

Pursuant to provisions of Act, service of documents to Members can be made by electronic mode on the email address provided for the purpose of communication. If a Member has not registered an email address, other permitted modes of service would continue to be applicable.

Your Company sincerely appreciates members who have contributed towards furtherance of Green Initiative. We further appeal to other Members to contribute towards furtherance of Green Initiative by opting for electronic communication.

Members who have not provided their email address will continue to receive communications, dissemination, notice(s), documents etc. via permitted mode of service of documents. Further, the Members who request for physical copies, will be provided the same.

35. ACKNOWLDEGEMENT

Your Directors place on record their gratitude to the Government of India and Companys Bankers for the assistance, co-operation and encouragement they extended to the Company. Your Directors also wish to place on record their sincere thanks and appreciation for the continuing support and unstinting efforts of investors, vendors, dealers, business associates and employees in ensuring an excellent all around operational performance.