SEAMEC Ltd Directors Report

Dear Members,

The Directors hereby present their Thirty-Eighth Annual Report on the performance of the Company together with the Audited Financial Statements for the Financial Year (‘FY) ended March 31, 2025.

1. FINANCIAL RESULTS

( In lakhs)

	Standalone		Consolidated
Particulars	Year ended	Year ended	Year ended	Year ended
	March 31,	March 31,	March 31,	March 31,
	2025	2024	2025	2024
Revenue from Operations	61,733	66,557	65,182	72,929
Other Income	4,223	4,116	3,043	2,885
Total Income	65,956	70,673	68,225	75,814
Total Expenditure
a. Employee Benefit Expenses	9,669	7,593	9,822	9,188
b. Operating Expenses	25,498	29,680	28,295	33,459
c. Other Expenditure	4,424	4,447	5,697	6,059
Earnings before Interest, Depreciation & Tax	26,365	28,952	24,411	27,107
Interest Expenses	1,356	1,135	1,549	1,625
Depreciation	11,574	10,582	13,062	13,479
Profit / (Loss) before Tax & exceptional items	13,435	17,235	9,800	12,003
Exceptional item (Income)	-	1,301	884	-
Profit /(Loss) before Taxation	13,435	18,536	10,684	12,003
Tax expense for the year	1,880	(123)	1,893	(61)
Profit /(Loss) after Taxation	11,555	18,659	8,791	12,065
Share of Non-controlling interest	-	-	(171)	95
Share of owner of the Company	-	-	8,962	11,970
Add: Balance brought forward from previous	63,723	47,025	67,773	55,407.48
year
Surplus available for appropriation	75,279	65,683.85	76,734	69,334
Transfer to Tonnage Tax Reserve	(1,300)	(1,700)	(1,300)	(1,700)
Dividend on equity shares	-	(254.25)	-	(254.25)
Other Comprehensive Income and Foreign	8	(6)	684	393
Currency Translation Reserve
Retained profit carried forward	73,987	63,723	76,118	67,773

2. ST ATE OF COMPANYS AFFAIRS

On a consolidated basis, revenue from operations for FY 2024-25 was 65,182 lakhs lower by 10.63% over the corresponding previous years revenue from operations of 72,929 lakhs. Total revenue was 68,225 lakhs in comparison to corresponding previous years total revenue of 75,814 lakhs. The profit after tax (PAT) for FY 2024-25 and FY 2023-24 was 8,791 lakhs and 12,065 lakhs respectively. The PAT for the year registered is lower by 27.14 % in comparison to the corresponding previous year.

On a standalone basis, revenue from operations for FY 2024-25 was 61,733 lakhs, lower by 7.25% over the corresponding previous years revenue from operations of 66,557 lakhs. Total revenue was 65,956 lakhs in comparison to the corresponding previous years total revenue of 70,673 lakhs. The profit after tax (PAT) for FY 2024-25 and FY 2023-24 was 11,555 lakhs and 18,659 lakhs respectively. The PAT for the year registered is lower by 38% in comparison to the corresponding previous year.

During the year under review, the Company have not utilized tonnage tax reserves. The Company transferred

1,300 lakhs to tonnage tax reserve during the current financial year 2024-25 while 1,700 lakhs was transferred to tonnage tax reserve in the corresponding previous year.

3. OPERATIONS

The total fleet strength of the Company during the year was 7 (seven), comprising of 5 (five) numbers of Multi Support Vessels (MSVs), 1 (one) number of Barge and 1 (one) number of Offshore Support Vessel (OSV).

The total deployment days of the Companys vessels during the year was 1454 days against deployment days of corresponding previous year of 1594 days. The domestic deployment days was 1328 while overseas deployment was for 126 days.

During the year under review, Companys MSV – SEAMEC II and SEAMEC PALADIN were engaged with ONGC on a long term contract, through HAL Offshore Limited.

SEAMEC III, after completion of the contract alongwith SEAMEC PRINCESS in PRP VII offshore contract with LTHE, was engaged for a short job for 27 days for working in Mumbai High for carrying out jobs relating to underwater inspection of FPSO. Thereafter, the Vessel was engaged with Asian Energy Services Limited for working in East Coast of India, for carrying out jobs relating to SAT Diving for installation of FPSO and field startup.

SEAMEC GLORIOUS, the Companys Barge commenced its second fair weather season 2024-25 in October 2024 for ONGC in Western Offshore.

During the year, SEAMEC SWORDFISH was in overseas engagement commencing from end January 2024 with M/s Mermaid Subsea Services, Saudi Arabia (Mermaid), for working in the Kingdom of Saudi Arabia. She was withdrawn in June 2024 for undertaking modification and thereafter, statutory dry docking, which was completed in October 2024. Thereafter, in December 2024, she was engaged with Mermaid till end February 2025. The Company entered into a Bimco Charter Party with M/s Safeen Al Behar Limited Company, Saudi Arabia, for charter hire of the Vessel for a firm period of 730 days, with option for extension. The charter which was to begin in end March 2025, is deferred and engagement commenced in end May 2025.

The OSV, SEAMEC DIAMOND is engaged with ONGC on long term contract for 3 (three) years, through HAL Offshore Limited.

As a corporate strategy, keeping all MSVs under SEAMECs fold, the Company is in the process of acquiring Vessel SEAMEC ANANT from HAL Offshore Limited and also, Vessel NPP NUSANTARA, nominated by SEAMEC International FZE.

4. DIVIDEND

The Board of Directors, considering the Companys future plans, decided to conserve the resources and not recommend any dividend for the year under review.

5. DIVIDEND DISTRIBUTION POLICY

In accordance with Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR Regulations"), the Board of Directors of the Company has adopted a Dividend Distribution Policy ("Policy") which endeavors for fairness, consistency and sustainability while distributing profits to the shareholders. The Policy can be accessed on the website of the Company at https://seamec.in/upload/03-07-2022Dividend%20 Distribution%20Policy.pdf

6. TRANSFER TO GENERAL RESERVE

An amount of 1,300 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, 2013 ("the Act") 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 10 each aggregating to 25,42,50,000 as on March 31, 2025.

8. DIRECTORS AND KEY MANAGERIAL PERSONNEL

As on March 31, 2025, the Company has 6 (six) Directors with optimum combination of Executive and Non-Executive Directors, including 1 (one) Woman Director.

During the year, Mr. Deepak Shetty (DIN: 07089315) ceased to be a Director of the Company with effect from the close of business hours of May 14, 2024, upon completion of his first term as an Independent Director.

Mr. Raghav Chandra, IAS (Retd.) (DIN: 00057760) was appointed as an Independent Director for a period of five consecutive years from May 15, 2024 to May 14, 2029. His appointment was confirmed in the Annual General Meeting of the Company held on August 8, 2024.

Mr. Surinder Singh Kohli (DIN: 00169907) completed his second term of five consecutive years as an Independent Director of the Company and accordingly, ceased to be a Director of the Company with effect from August 10, 2024.

Dr . Amarjit Chopra (DIN: 00043355) was as an Independent Director for a period of five consecutive years from August 8, 2024 to August 7, 2029. His appointment was approved by the Members through Postal Ballot on October 22, 2024.

Mr . Subrat Das (DIN: 07105815) ceased to Director of the Company with effect from February 11, 2025, on account of withdrawal of nomination by HAL Offshore Limited, the parent company.

HAL Offshore Limited nominated the appointment of Mr. Rajeev Goel (DIN: 02312655) as a Non-Executive Director of the Company with effect from February 11, 2025. The appointment of Mr. Rajeev Goel was approved by the Members by way of Postal Ballot on March 18, 2025.

The Board places on record its deep appreciation for the valuable contribution and guidance rendered by Messers Deepak Shetty, Surinder Singh Kohli and Subrat Das, during their tenure as Directors of the Company. In accordance with the provisions of Section 152 of the Act and the Articles of Association of the Company, Mr. Naveen Mohta (DIN: 07027180), retires by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment.

Independent Directors

In terms of Section 149 of the Act, Mrs. Ruby Srivastava, Mr. Raghav Chandra, IAS (Retd.) and Dr. 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) be a 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 Dr. 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.

Mr . Rakesh Ayri was appointed as the Chief Executive Officer of the Company with effect from May 28, 2024.

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

9. DISCL OSURES RELATED TO BOARD MEETINGS AND COMMITTEES OF THE BOARD

Board Meetings

During the year under review, 4 (four) Board Meetings were held, details of which are provided in the Corporate Governance Report.

Composition of Audit Committee

As on March 31, 2025, 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, 5 (five) 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)

The CSR Committee comprised of 5 (five) Members out of which 3 (three) are Independent Directors. During the year under review, 2 (two) meetings of the CSR Committee were held, details of which are provided in the Corporate Governance Report. The CSR Policy is available on the website of the Company at https:// seamec.in/upload/03-07-2022CSR%20Policy.pdf 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 has 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.

The aforesaid policy is available on the Companys website at https://seamec.in/upload/10-11-2022Nomination%20and%20Remuneration%20 Policy%20-%20Amended.pdf and an abstract is also enclosed to this Report as Annexure II.

12. PERFORMANCE EVALUATION

The Board evaluated the effectiveness of its functioning, that of the Committees and of individual directors for FY 2024-25 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 of improvement.

The Independent Directors also conducted a separate meeting on January 18, 2025 and March 28, 2025, 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. ST ATUTORY 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, 2025 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 2024-25 in terms of Section 134 of the Act read with the Companies (Audit and Auditors) Rules, 2014.

14. SECRETARIAL AUDITORS

In terms of the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 read with the amendments to Regulation 24A of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the Board of Directors of the Company has appointed M/s. Satyajit Mishra & Co. Company Secretaries in Practice (FCS No. 5759, CP No. 4997) as the Secretarial Auditors of the Company for a period of 5 (five) consecutive years commencing from the financial year 2025-26 up to the conclusion of financial year 2029-30. The proposal for the appointment of M/s Satyajit Mishra & Co., Company Secretaries in Practice is being placed for approval of the Members of the Company at the ensuing Annual General Meeting.

M/s Satyajit Mishra & Co., Company Secretaries in Practice is a Peer Reviewed Practice Unit and meets the eligibility criteria mentioned under Regulation 24A of the SEBI LODR Regulations.

The report of the Secretarial Auditor is attached as Annexure III to this Report in Form MR-3.

The Secretarial Auditors Report does not contain any qualification, except as mentioned in the Report.

The Company has complied with the Secretarial Standards issued by the Institute of Company Secretaries of India on Board Meetings and Annual General Meetings as notified under Section 118 of the Act.

15. MAINT AINENCE OF COST RECORDS

The Company is not required to maintain cost records pursuant to Section 148 of the Act read with Companies (Cost Records and Audit) Rules, 2014.

16. P ARTICULARS OF LOAN, GUARANTEE AND

INVESTMENTS

Details of loans, guarantees given and investments under the provisions of Section 186 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014, as on March 31, 2025, are set out in Note 9, 17 and 55 to the Standalone Financial Statements of the Company.

17. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE

There were no significant or material orders passed by any Regulatory Authority, Court or Tribunal which shall impact the going concern status and Companys operations in future during the financial year.

18. REL ATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were in the ordinary course of business and on an arms length basis. The related party transactions entered are in accordance with Section 188 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014 and SEBI LODR Regulations.

All material related party transactions follow the process of regulatory compliances including the requisite shareholders approval, wherever required.

The R elated Party Transactions are placed the Audit Committee for prior approval, as may be required under applicable laws and regulations. Only those members of the Audit Committee who were Independent Directors approved the same. A statement of all Related Party Transactions is placed before the Audit Committee for its review on a quarterly basis, specifying the nature and value of the transactions. The Internal Auditors and Statutory Auditors of the Company also confirm compliance of Related Party Transactions at quarterly Audit Committee meeting(s) of the Company.

The Company has adopted a policy on materiality of Related Party Transactions. The policy as approved by the Audit Committee and the Board of Directors is uploaded on the website of the Company at https://seamec.in/upload/20-02-2023Policy%20 on%20related%20party%20transactions.pdf

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 F orm AOC–2 envisages disclosure of contracts or arrangements or transactions at arms length basis. The details of the material related party transactions, on-going and entered during FY 2025, 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

A separate report on Corporate Governance is provided together with the Certificate from the Practicing Company Secretary confirming compliance of conditions of Corporate Governance as stipulated under the Listing Regulations. Pursuant to the provisions of Regulation 34 read with Schedule V of the SEBI LODR Regulations, Management Discussion and Analysis Report, forms part of this Report. The Business Responsibility and Sustainability Report, describing the initiatives taken by the Company from environmental, social and governance perspective, is uploaded on the website of the Company and can be accessed at https://seamec.in/upload/16-07-2025Business%20Responsibility%20and%20 Sustainability%20Report%20FY%202024-2025.pdf.

20. SUBSIDIARY COMPANIES

The Company has 8 (eight) 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. During the year, out of the two bulk carriers, one bulk carrier was sold. The market of bulk carrier was in the downward trajectory during the year. The WOS is exploring strategic planning to take the Company forward.

The WOS had entered into a Memorandum of Agreement with M/s PT Nusa Permasa Permai, Indonesia for purchase of Vessel "NPP NUSANTARA". The WOS has nominated the Company to be the Buying Entity to purchase the said Vessel. The process for acquisition of the Vessel by the Company is underway.

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.

On April 16, 2025, Seamec International FZE has entered into a joint venture with Arete Shipping DMCC, and has 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.

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. The outstanding dues have been settled with L&T and agreement to this respect was executed on May 5, 2025. The Company has suffered a loss to the tune of 636.55 Lakhs.

The Company has another wholly owned subsidiary by 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 2 (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".

P ursuant 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, 2025, in Form No. AOC-1 is attached as Annexure V to this Report.

F urther, pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited financial statements in respect of relevant subsidiaries as on March 31, 2025, are available on the Companys website at www.seamec.in.

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 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 the 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.

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

23. VIGIL MECHANISM

P ursuant to the provisions of the Act and SEBI

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 on a confidential and anonymous basis.

The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations. The Vigil Mechanism Policy is placed on the Companys website at https://seamec.in/upload/30-05-20242.%20Vigil%20 Mechanism%20%20Whistle%20Blower%20Policy.pdf

During the year under review, no complaint has been lodged by any employee of the Company or reported to Chairman of Audit Committee pursuant to Vigil Mechanism and Whistle Blower Policy of the Company.

24. DISCL OSURE 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.

During FY 2024-25, no case of sexual harassment has been reported.

25. P ARTICULARS 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 134 of the Act as read with the Companies (Accounts) Rules, 2014 is given in Annexure VI forming part of this Report.

26. P ARTICULARS 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 being sent to the Members excluding the aforesaid statement. In terms of Section 136 of the Act, the said statement will be open for inspection upon request by the

Members. Any Member interested in obtaining such particulars may write to the Company Secretary at contact@seamec.in.

27. DIRECTORS RESPONSIBILITY STATEMENT

P ursuant to Section 134(5) of the Act, the Board 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 2024-25.

28. MA TERIAL CHANGES BETWEEN THE END

FINANCIAL YEAR AND THE DATE OF THIS REPORT

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

th

29. ANNUAL RETURN

P ursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2025, is available on the Companys website at www.seamec.in.

30.of 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

Y our 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 and Safety. Health and Safety of the employees and its associates we work with remains as our paramount importance. Your Company ensures that operations are carried out as per the safety guidelines and procedures in place which are regularly updated. The Company has 77 employees as on March 31, 2025.

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. OTHER DISCLOSURES

Y our 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, 2025.

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 THE 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.

33. 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 Act and Rules made thereunder.

P ursuant to provisions of the Act, service of 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.

Y our Company sincerely appreciates members 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.

34. ACKNOWLDEGEMENT

Y our 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.

who

On behalf of the Board of Directors

Sanjeev Agrawal

Place: Mumbai Chairman Date: May 27, 2025 (DIN: 00282059)