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SEAMEC LTD.

19 October 2026 | 03:55

Industry >> Shipping

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ISIN No INE497B01018 BSE Code / NSE Code 526807 / SEAMECLTD Book Value (Rs.) 543.90 Face Value 10.00
Bookclosure 21/08/2026 52Week High 1849 EPS 98.87 P/E 16.07
Market Cap. 4039.27 Cr. 52Week Low 772 P/BV / Div Yield (%) 2.92 / 0.13 Market Lot 1.00
Security Type Other

DIRECTOR'S REPORT

You can view full text of the latest Director's Report for the company.
Year End :2026-03 

The Directors hereby present their Thirty-Ninth Annual Report on the performance of the Company together with the Audited
Financial Statements for the Financial Year ('FY') ended March 31,2026.

1. FINANCIAL RESULTS

(' In lakhs)

Standalone

Consolidated

Particulars

Year ended
March 31,
2026

Year ended
March 31,
2025

Year ended
March 31,
2026

Year ended
March 31,
2025

Revenue from Operations

90,194

61,733

95,246

65,182

Other Income

4,558

4,223

4,755

3,043

Total Income

94,752

65,956

1,00,001

68,225

Total Expenditure

a. Employee Benefit Expenses

12,702

9,669

12,783

9,822

b. Operating Expenses

33,330

25,498

35,346

28,295

c. Other Expenditure

8,031

4,424

7,150

5,697

Earnings before Interest, Depreciation & Tax

40,689

26,365

44,722

24,411

Interest Expenses

1,748

1,356

2,079

1,549

Depreciation

13,087

11,574

15,717

13,062

Profit / (Loss) before Tax & exceptional items

25,854

13,435

26,926

9,800

Exceptional item (Income)

-

-

-

884

Profit /(Loss) before Taxation

25,854

13,435

26,926

10,684

Tax expense for the year

1,619

1,880

1,574

1,893

Profit /(Loss) after Taxation

24,235

11,555

25,352

8,791

Share of Non-controlling interest

-

-

213

(171)

Share of owner of the Company

-

-

25,139

8,962

Add: Balance brought forward from previous
year

73,988

63,725

76,119

67,773

Surplus available for appropriation

98,223

75,280

1,01,258

76,735

Transfer to Tonnage Tax Reserve

(4,300)

(1,300)

(4,300)

(1,300)

Dividend on equity shares

-

-

-

-

Other Comprehensive Income and Foreign
Currency Translation Reserve

46

8

4,225

684

Retained profit carried forward

93,969

73,988

1,01,183

76,119

2. STATE OF COMPANY’S AFFAIRS

On a consolidated basis, revenue from operations for FY 2025-26 was '95,246 lakhs, higher by 46.12% over
the corresponding previous year's revenue from operations of '65,182 lakhs. Total revenue was '1,00,001
lakhs in comparison to corresponding previous year's total revenue of '68,225 lakhs. The profit after tax (PAT) for
FY 2025-26 and FY 2024-25 was '25,352 lakhs and '8,791 lakhs respectively. The PAT for the year registered is higher
by 188.39% in comparison to the corresponding previous year.

On a standalone basis, revenue from operations for FY 2025-26 was '90,194 lakhs, higher by 46.10% over the
corresponding previous year's revenue from operations of '61,733 lakhs. Total revenue was '94,752 lakhs in
comparison to the corresponding previous year's total revenue of '65,956 lakhs. The profit after tax (PAT) for FY 2025-26
and FY 2024-25 was '24,235 lakhs and '11,555 lakhs respectively. The PAT for the year registered is higher by 109.74%
in comparison to the corresponding previous year.

During the year under review, the Company has utilized
tonnage tax reserves of '3,340 Lakhs. The Company
has also transferred '4,300 lakhs to tonnage tax
reserve during the current financial year 2025-26 while
'1,300 lakhs was transferred to tonnage tax reserve in
the corresponding previous year.

3. OPERATIONS

During the year under review, the Company
purchased Vessel SEAMEC AGASTYA (erstwhile Vessel
NPP Nusantara), bringing the total fleet strength of the
Company to 8 (eight), comprising of 6 (six) 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 Company's vessels
during the year was 1859 days against deployment
days of corresponding previous year of 1454 days. The
domestic deployment days was 1648 while overseas
deployment was for 211 days.

During the year under review, Company's
MSV - SEAMEC PALADIN and SEAMEC AGASTYA were
engaged with ONGC on a long term contract, through
HAL Offshore Limited. The contract with SEAMEC
PALADIN is till 2028. SEAMEC AGASTYA, after takeover
and completion of statutory drydock, commenced
its charter from January 2026 and is expected to be
completed in 2029.

SEAMEC II is on long term contract with ONGC till
August 2026.

SEAMEC III and SEAMEC PRINCESS are engaged with
various clients, viz. M/s Mubarak Marine UAE, M/s A D
Engineers, M/s G R Infrastructure Limited and L&T. Both
the vessels will undergo drydock in June and August
2026 respectively.

SEAMEC GLORIOUS, the Company's Barge has been
upgraded for accommodating 250 personnel from
the existing 100 personnel, by installation of additional
lifeboats. Barge is engaged on a 150 day charter by
L&T from November 2025.

SEAMEC SWORDFISH commenced its two year charter
with M/s Safeen Al Behar Limited Company, UAE in
August 2025.

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

In March 2026, the Company was awarded the
contract for Hiring of Operation & Management
Services for ONGC Owned Vessels "SAMUDRA SEVAK"
and "SAMUDRA PRABHA" for a period of 2 years.

4. DIVIDEND

The Board of Directors are pleased to declare a
dividend of 20%, i.e. ' 2/- per equity share of face
value '10/- each, for the Financial Year ended March
31,2026. The total dividend payout will be '5.08 crores

The dividend is subject to approval of the Members
at the ensuing Annual General Meeting (AGM) and
will be paid within 30 days from the conclusion of the
AGM, to those Members whose names appear in the
Register of Members as on the Record Date, which will
be announced.

Pursuant to the provisions of the Income Tax Act, 1961
and the Finance Act, 2020, dividends paid or distributed
by the Company shall be taxable in the hands of the
shareholders and accordingly, the Company shall
disburse the dividend net of TDS (tax deducted at
source).

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 shareholder. The Policy can
be accessed on the website of the Company at
https://seamec.in/upload/15-07-2026Dividend%20
Distribution%20Policy.pdf

6. TRANSFER TO GENERAL RESERVE

An amount of '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 Company's 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, 2026.

8. DIRECTORS AND KEY MANAGERIAL PERSONNEL

As on March 31,2026, the Company has 6 (six) Directors
with optimum combination of Executive and Non¬
Executive 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)

The CSR Committee comprised of 5 (five) Members
out of which 3 (three) are Independent Directors.
During the year under review, 3 (three) 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
03-07-2022CSR Policv.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 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.

The aforesaid policy is available on the Company's
website at
10-11-2022Nomination and Remuneration
Policy - Amended.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,
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 35th 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 40th 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

At the previous Annual General Meeting of the
Company held on August 14, 2025, the Members
approved the appointment of M/s. Satyajit
Mishra & Co, Company Secretaries in Practice
(FCS No. 5759, C P 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, in
accordance with 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 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
qualifications, 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. MAINTAINENCE 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. PARTICULARS 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 31,2026, are set out in Note
7, 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
COMPANY’S 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 Company's
operations in future during the financial year.

18. RELATED PARTY TRANSACTIONS

All related party transactions that were entered into
during the financial year were in the ordinary course of
business and on an arm's 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, Regulation 23 of the
SEBI LODR Regulations and Circulars issued thereto.

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

The Related Party Transactions are placed before the
Audit Committee for prior approval with all the relevant
disclosures, 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
09-04-2026Policy on Related Party Transaction.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 Form AOC-2 envisages disclosure of material
contracts or arrangements or transactions at arm's
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

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
www.seamec.in

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 Company's subsidiaries as
on March 31, 2026, in e-Form No. AOC-1 is attached
as
Annexure V to this Report.

Further, 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, 2026, are available on the Company's
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 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 Company's 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

business operations. The Vigil Mechanism Policy is
placed on the Company's website at
https://seamec.
in/upload/30-05-20242.%20Vigil%20Mechanism%20
%20Whistle%20Blower%20Policv.pdf

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

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

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
Company's 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

Pursuant to Section 92(3) read with Section 134(3)(a)
of the Act, the Annual Return as on March 31, 2026, is
available on the Company's website at
www.seamec.in.

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 Company's 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.

On behalf of the Board of Directors
Sanjeev Agrawal

Place: Mumbai Chairman

Date: May 18, 2026 (DIN: 00282059)