(q) Provisions and Contingent liabilities
A provision is recognized when the Company has a present obligation (Legal or Constructive) as a result of past events, if it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. These estimates are reviewed at each Balance Sheet date and adjusted to reflect the current best estimates.
If the effect of the time value of money is material, provisions are discounted using a current pre¬ tax rate that reflects, when appropriate, the risks specific to the liability. When discounting is used, the increase in the provision due to the passage of time is recognised as a finance cost.
A contingent liability is a possible obligation that arises from past events whose existence will be confirmed by the occurrence or non-occurrence of one or more uncertain future events beyond the control of the Company or a present obligation that is not recognized because it is not probable that an outflow of resources will be required to settle the obligation. A contingent liability also arises in extremely rare cases where there is a liability that cannot be recognized because it cannot be measured reliably. The Company does not recognize a contingent liability but discloses its existence in the financial statements.
(r) Segment Reporting
The Chief Operational Decision Maker monitors the operating results of its business Segments separately for the purpose of making decisions about resource allocation and performance assessment. Segment performance is evaluated based on profit or loss and is measured consistently with profit or loss in the financial statements.
The Operating segments have been identified based on geographical location of the vessel. The operating segments have been disclosed based on revenues within India and outside India.
(s) Earnings per Share
Basic earnings per share are calculated by dividing the net profit/ loss for the year attributable to equity shareholders by the weighted average number of equity shares outstanding during the year.
For the purpose of calculating diluted earnings per share, the net profit for the year attributable to equity shareholders and the weighted average number of shares outstanding during the year are adjusted for the effects of diluted potential equity shares, if any.
(t) Borrowing Costs
Borrowing costs directly attributable to the acquisition and construction of an asset which takes a substantial period of time to get ready for its intended use, are capitalized as a part of the cost of such assets, until such time the asset is substantially ready for its intended use. All other borrowing costs are recognized in the Statement of Profit and Loss in the year in which they occur.
Borrowing costs consist of interest and other costs incurred in connection with borrowing of funds. Borrowing cost also includes exchange differences to the extent regarded as an adjustment to the borrowing costs.
(u) Financial Instruments
Financial assets and financial liabilities are recognised when a Company becomes a party to the contractual provisions of the instruments.
a) Financial Assets
Classification of financial assets (debt instruments) at amortised cost
The Company classifies its financial assets at amortised cost only if both of the following criteria are met: the asset is held within a business model whose objective is to collect the contractual cash flows, and the contractual terms give rise to cash flows that are solely payments of principal and interest (SPPI).
Classification of investment in equity securities at fair value through other comprehensive income
Equity securities (unlisted) which are not held for trading, and for which the Company has irrevocably elected at initial recognition to present changes in fair value through OCI rather than profit or loss. These are strategic investments and the Company considers this classification to be more relevant.
Classification of financial assets (debt instruments) at fair value through profit or loss
The Company classifies the financial assets at fair value through profit or loss (FVTPL) where the SPPI condition is not met.
i) Initial Recognition
At initial recognition, the Company measures a financial asset (excluding trade receivables) at its fair value plus, in the case of a financial asset not at fair value through profit or loss, transaction costs that are directly attributable to the acquisition of the financial asset. Transaction costs of financial assets carried at fair value through profit or loss are recongnised in profit or loss.
ii) Subsequent Measurement
For purposes of subsequent measurement, financial assets are classified in following categories:
Financial Assets at Amortised Cost
These assets are subsequently measured at amortised cost using the effective interest method. The amortised cost is reduced by impairment losses, if any. Interest income, foreign exchange gains and losses and impairment are recognised in profit or loss. Any gain or loss on derecognition is recognised in profit or loss.
Financial Assets Measured at Fair Value
These assets are subsequently measured at fair value. Net gains and losses, including any interest or dividend income, are recognised in profit or loss. Financial asset not measured at amortised cost or at fair value through OCI is carried at FVTPL.
Financial assets measured at fair value through other comprehensive income
Financial assets at fair value through other comprehensive income (FVTOCI) comprise equity security (unlisted) which is not held for trading, and for which the Company has irrevocably elected at initial recognition to present changes in fair value through OCI rather than profit or loss. These are strategic investments and the Company considers this classification to be more relevant.
iii) Impairment of Financial Assets
The Company recognises loss allowances on a forward-looking basis using the expected credit loss (ECL) model for all the financial assets carried at amortised cost. The Company recognises impairment loss on trade receivables and contract assets using expected credit loss model which involves use of a provision matrix constructed on the basis of historical credit loss experience and adjusted for forward-looking information as permitted under Ind AS 109. In addition, in case of event driven situations such as litigations, disputes, change in customer's credit risk history, specific provisions are made after evaluating the relevant facts and circumstances, if any. The amount of expected credit losses (or reversal) that is required to adjust the loss allowance at the reporting date is recognised as an impairment gain or loss in the profit or loss.
iv) De-recognition of Financial Assets
The Company derecognises a financial asset when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another party and does not retain control of the asset. The Company continues to recognise the asset where it retains either all or substantially all of the risk and rewards of the transferred assets. On derecognition of a financial asset in its entirety, the difference between the asset's carrying amount and the sum of the consideration received recognised in the profit or loss.
b) Equity Instruments and Financial Liabilities
Debt and equity instruments issued by a Company are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument.
i) Equity Instruments
An equity instrument is any contract that evidences a residual interest in the assets of the Company after deducting all of its liabilities. Equity instruments which are issued for cash are recorded at the proceeds received, net of direct issue costs. Equity instruments which are issued for consideration other than cash are recorded at fair value of the equity instrument.
ii) Financial Liabilities
Financial liabilities are classified as measured at amortised cost or FVTPL. A financial liability is classified as at FVTPL if it is classified as held-for-trading, it is a derivative or it is designated as such on initial recognition. Financial liabilities at FVTPL are measured at fair value and net gains and losses, including any interest expense, are recognised in profit or loss. Other financial
liabilities are subsequently measured at amortised cost using the effective interest method. Interest expense and foreign exchange gains and losses are recognised in the profit or loss. Any gain or loss on derecognition is also recognised in profit or loss.
Derivative financial instruments
The Company uses derivative financial instruments i.e. foreign exchange forward to manage its exposure to foreign exchange risks. Such derivative financial instruments are initially recognised at fair value on the date on which a derivative contract is entered into and are subsequently remeasured at fair value. The resulting gain or loss is recognised in the profit or loss immediately unless the derivative is designated and effective as a hedging instrument, in which event the timing of the recognition in the profit or loss depends on the nature of the hedging relationship and the nature of the hedged item.
De-recognition of Financial Liabilities
The Company derecognises a financial liability when its contractual obligations are discharged or cancelled or expire. The Company also derecognises a financial liability when its terms are modified and the cash flows of the modified liability are substantially different, in which case a new financial liability based on the modified terms is recognised at fair value. On derecognition of a financial liability, the difference between the carrying amount extinguished and the consideration paid (including any non-cash assets transferred or liabilities assumed) is recognised in profit or loss.
Liabilities under supplier finance arrangement
Liabilities under supplier finance arrangement represents amount payable towards arrangements wherein banks and financial institutions
make direct payments to the Company's suppliers for materials and services. The banks and financial institutions are subsequently repaid by the Company at the due date of such acceptances. Under such arrangements, the Company is eligible to receive extended credit period benefit. Further, the bank charges interest to the Company for extended credit period.
c) Offsetting of financial instruments
Financial assets and financial liabilities are offset and the net amount is reported in the Balance Sheet if there is a currently enforceable legal right to offset the recognised amounts and there is an intention to settle on a net basis to realise the assets and settle the liabilities simultaneously.
(v) Fair Value Measurement
The Company measures financial instruments at fair value each balance sheet date.
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either:
(a) In the principal market for the asset or liability, or
(b) In the absence of a principal market, in the most advantageous market for the asset or liability.
The principal or the most advantageous market must be accessible by the Company.
The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their economic best interest.
A fair value measurement of a non-financial asset takes into account a market participant's ability to generate economic benefits by using the asset in its highest and best use or by selling it
to another market participant that would use the asset in its highest and best use.
The Company uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximising the use of relevant observable inputs and minimising the use of unobservable inputs.
All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorised within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as a whole:
Level 1 - Quoted (unadjusted) market prices in active markets for identical assets or liabilities
Level 2 - Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable.
Level 3 - Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable.
The Management determines the policies and procedures for both recurring fair value measurement, such as unquoted financial assets measured at fair value, and for non-recurring measurement, such as assets held for distribution in discontinued operations. The Management comprises of the head of the investment properties segment, heads of the Company's internal mergers and acquisitions team, the head of the risk management department, financial controllers and chief finance officer.
For assets and liabilities that are recognised in the financial statements on a recurring basis, the Company determines whether transfers have occurred between levels in the hierarchy by re-assessing categorisation (based on the lowest level input that is significant to the fair value measurement as a whole) at the end of each reporting period.
(w) Recent pronouncement
The Ministry of Corporate Affairs vide notification dated May 07, 2025, and August 13, 2025, notified the Companies (Indian Accounting Standards) Amendment Rules, 2025 and Companies (Indian
Accounting Standards) Second Amendment Rules, 2025, respectively, which amended certain accounting standards (see below), and are effective for annual reporting periods beginning on or after April 01,2025:
i) Classification of Liabilities as Current or Non-current and Non-current Liabilities with Covenants - Amendments to Ind AS 1
As a result of the adoption of the amendments to Ind AS 1, the Company changed its accounting policy for the classification of borrowings: Borrowings are classified as current liabilities unless, at the end of the reporting period, the Company has a right to defer settlement of the liability for at least 1 2 months after the reporting period.
Covenants that the Company is required to comply with, on or before the end of the reporting period, are considered in classifying loan arrangements with covenants as current or non-current. Covenants that the Company is required to comply with after the reporting period do not affect the classification.
This new policy did not result in a change in the classification of the Company's borrowings. The Company did not make retrospective adjustments as a result of adopting the amendments to Ind AS 1.
ii) Supplier Finance Arrangements - Amendments to Ind AS 7 and Ind AS 107
As a result of the adoption of the amendments to Ind AS 7 and Ind AS 107, the Company provided new disclosures for liabilities under supplier finance arrangements.
iii) International Tax Reform - Pillar Two Model Rules - Amendments to Ind AS 12
The Company is not within the scope of the OECD Pillar Two Model Rules, as Pillar Two legislation is not applicable in the jurisdictions in which it operates, other than Abu Dhabi. In Abu Dhabi, the statutory corporate tax rate exceeds the 15% minimum threshold; therefore, the Company does not have any obligation to pay an effective tax rate top- up under Pillar Two.
iv) Lack of Exchangeability - Amendments to Ind AS 21
The amended Ind AS 21 have added requirements to help entities to determine whether a currency is exchangeable into another currency, and the spot exchange rate to use where it is not. These amendments did not have any material impact on the amounts recognised in prior periods and are not expected to significantly affect the current or future periods. Amendments effective for the annual reporting periods beginning on or after April 1, 2026: Classification of Liabilities as Current or Non-current and Non-current Liabilities with Covenants - Amendments to Ind AS 1. This amendment also includes specific provisions that will take effect for reporting periods beginning on or after April 01, 2026, as outlined below. Under the existing Ind AS 1, where there is a breach
of a material provision of a long-term loan arrangement on or before the end of the reporting period with the effect that the liability becomes payable on demand on the reporting date, the entity does not classify the liability as current, if the lender agreed, after the reporting period and before the approval of the financial statements for issue, not to demand payment as a consequence of the breach. However, the amended requirements stipulate that entities will no longer be permitted to consider lender waivers that are granted after the reporting date but before the standalone financial statements are approved for the purpose of classification of loans. This amendment is required to be applied retrospectively in accordance with Ind AS 8. The Company does not expect this amendment to have an impact on its operations or financial statements.
(b) Terms/ rights attached to equity shares
The Company has only one class of equity shares having par value of ' 10 per share. Each holder of equity shares is entitled to one vote per share. The Company declares and pays dividends in Indian rupees.
The dividend proposed, if any, by the Board of Director is subject to the approval of the share holder in the ensuing Annual General Meeting, except interim dividend.
In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.
(c) Shares held by holding Company
Out of equity shares issued by the Company, shares held by its holding Company are as below:
Nature and Purpose of Reserves:
(1) Capital redemption reserve:
Capital redemption reserve was created upon buy back of equity shares. The Company may utilise this reserve in compliance with the provisions of the Companies Act 2013.
(2) General reserve:
Under the erstwhile Companies Act 1956, a general reserve was created through transfer of net profit at a specified percentage in accordance with applicable regulations. Consequent to the introduction of the Companies Act, 2013, the requirement to mandatorily transfer a specified percentage of net profit to general reserve has been withdrawn.
(3) Tonnage tax reserve u/s 115VT of Income Tax Act, 1961:
A tonnage tax company shall, subject to and in accordance with the provisions of section 115VT of the Income Tax Act, 1961, on yearly basis credit to tonnage tax reserve account, an amount not less than twenty percent of the book profit derived from the activities referred to in clauses (i) and (ii) of sub-section (1) of section 115V-I of the Income Tax Act, 1961.The Company can utilise this reserve as per provisions of Income Tax Act 1961. For acquisition of the new vessel within 8 years.
(4) Retained earning
Retained earning represents surplus / accumulated earnings of the Company and are available for distribution to shareholders.
Note:
1) Repayable over the period of 20 quarters for Seamec Paladin from December 2021 to September 2026, For Seamec Swordfish from September 2023 to June 2028 and for Seamec Diamond from March 2024 to December 2028. Term loan is denominated in INR with starting interest rate 7.20%, 7.05% and 6.71% linked with repo rate & 3 Month T bills, Interest is payable at monthly rest. This loan is swapped with USD denominated loan. Loan taken as reimbursement against Vessel Seamec Paladin and Seamec Swordfish and for Seamec Diamond it is for acquisition. All three term loans have been availed against the primary security of respective vessels, and INR loan taken with interest rate 7.55% for Seamec Agastya over the period of 20 quarter from August 2025 to August 2033, for which agreement execution in respect Seamec agastya is under process.
2) Loan gaurantee by diretor Nil (31 March 2025:Nil)
3) Net debt reconciliation (refer note 56)
4) Loan covenant
Under the terms of the major borrowing facilities, the Company is required to comply with the following financial covenants at the
end of each year:
* DSCR >2x
* Fixed Assets Coverage Ratio (FACR) > 1.5x
* TOL/TNW < 1.5x
* Current Ratio >= 1.1
* Interest coverage ratio(ISCR) >4x
The Company has complied with these covenants throughout the reporting period.
There are no indications that the Company would have difficulties complying with the covenants when they will be next tested as at
the year end 31 March 2027.
(a) The Company has given Performance Bank Guarantee on behalf of its subsidiary Seamec Nirman Infra Limited in favour of Larsen & Toubro Limited on 15th Oct 2022.
(b) The case against the Company alleging violation of Foreign Exchange Regulation Act 1973 (FERA), related to acquisition of Land drilling Rig, is pending before the Hon'ble Mumbai High Court. The Company has furnished a Bank Guarantee of ' 1,000 Lakhs to the Enforcement Directorate, FERA, towards penalty imposed, as directed by the Hon'ble Mumbai High Court which was valid till March 31, 2023. The said bank guarantee is renewed during the year and now valid till March 31, 2026. No provision is considered necessary in respect of the said penalty as the management believes, based on legal opinion, that there has been no contravention to FERA.
(c) During FY 2018-19 the Company has received assessment order from the Office of the Commissioner of GST & Central Excise regarding service tax payable amounting to ' 649.50 Lakhs (including penalty of ' 59.2 Lakhs) for FY2014-15 to FY 2015-16 towards liability of service tax on free supply of fuel by client. Against the above order the Company has filed appeal before Hon'ble CESTAT. During FY 2019-20 Company has received show cause notice cum demand notice for ' 225.34 Lakhs for FY 2016-17 and April 2017 to June 2017 towards liability of service tax on free supply of fuel by client against which decision passed in favour of the Company in Feb 2021 by Principal Commissioner GST and Central Excise, Mumbai East Commissionerate. In June 2021, The Committee of Chief Commissioners has reviewed the case and directed The Principal Commissioner GST and Central Excise, Mumbai East Commissionerate to appeal to the CESTAT, Mumbai against the order passed by him. No provision is considered necessary in respect of the said demand based on above order passed in our favour and opinion received from consultants.
(d) Against the Directorate of Revenue Intelligence (DRI) Show Cause Notice in July - August 2012, the adjudication proceedings was conducted by Commissioner of Customs (Import) who vide order dated March 28, 2013 imposed duty of ' 3,500 Lakhs, penalty for equivalent amount, interest and confiscation and made appropriation of ' 1,260 Lakhs paid in 2011 under protest. Accordingly, total demand was ' 11,970 Lakhs. The Company has furnished a Bank Guarantee of ' 820.90 Lakhs to Commissioner of Customs which was valid till March 31, 2023. The said bank guarantee is renewed during the year and now valid till March 31, 2026.
Against the above adjudication order, the Company filed appeal before Hon'ble CESTAT for stay of the order as well as appeal. Stay was granted while appeal was disposed off vide order of Hon'ble CESTAT dated 6th December, 2017.
Being aggrieved, Company as a legal recourse, had filed Rectification of Mistake (ROM) before designated forum of CESTAT. The Hon'ble CESTAT vide order dated February 27, 2018 remanded the matter to the original authority, setting aside the demand, duty, penalty and confiscation with a specific direction of commencement of adjudication subject to settlement of jurisdiction issue by the Hon'ble Supreme Court.
During FY 2018-19, Commissioner of Customs (Import) has filed appeal before Hon'ble Bombay High Court against the order dated February 27, 2018 ROM application which has been admitted however no stay has been granted. At present no demand exists with regard to aforesaid matter and such contingent liability cannot be quantified due to open remand.
(e) During FY 2025-26 ,The Directorate General of Goods and Services Tax Intelligence (DGGI) has raised a demand under the Reverse Charge Mechanism (RCM) in respect of Maintenance, Repair and Overhaul (MRO) services received from non-taxable territories, alleging non-payment of IGST. A Show Cause Notice has been issued by the Additional Commissioner/Joint Commissioner of Central Tax, CGST Mumbai East Commissionerate, demanding IGST of ' 416.33 lakhs along with an equivalent penalty of ' 416.33 lakhs and applicable interest. The Company has filed its response to the Show Cause Notice and is contesting the matter. Management believes that it has a strong case on merits and, accordingly, no provision has been considered necessary at this stage.
Notes:
(i) The Company does not expect any reimbursement in respect of the above contingent liabilities.
(ii) It is not practicable to estimate the timing of cash flows, if any, in respect of matters at (d) above, pending resolution of the proceedings.
40. COMMITMENTS Capital Commitments
Estimated amount of contracts remaining to be executed on capital account and not provided for 31.03.2026 : ' 70,692 lakhs (31.03.2025 : ' 80,619 Lakhs).
41. TRADE RECEIVABLES (AS DISCLOSED IN NOTES 8 & 14, ARE NET OF PROVISIONS):
Trade Receivables from Swiber Offshore Constructions Pte Ltd, Singapore (SOC) and Swiber Offshore India Private Ltd. (SOI) is ' 11,347.45 Lakhs. These outstanding are arising out of the services rendered by the Company to above Swiber entities towards the contract awarded by ONGC to them. SOC as per the Hon'ble High Court, Singapore is under the Judicial Management. The Company initially initiated legal recourse against SOI in Hon'ble Bombay High Court under the terms of the Contract The matter before Singapore High Court is pending. In India the legal recourse has been kept in abeyance as SOI has no visible Assets. ONGC, The principal Contractor had suspended the Contract of Swiber and stepped into contractual commitment of Swiber for completion of balance work. The Company along with large number of affected Vendors are pursuing with the ONGC for recovery of outstanding. The full provisions have already been made in the accounts to the above receivables.
43. SEGMENT INFORMATION
For management purposes, the company is organised into business units based on its services and has two reportable segments i.e. Domestic and Overseas.
The chief operational decision maker monitors the operating results of its Business Segments separately for the purpose of making decisions about resource allocation and performance assessment. Segment performance is evaluated based on profit or loss and is measured consistently with profit or loss in the financial statements. The Operating segments have been identified based on geographical location of the vessel. The operating segments have been disclosed based on revenues within India and outside India.
The nature of services and its disclosure of timing of satisfaction of performance obligation mentioned in Note No. 3(n).
Contract assets in the balance sheet constitutes unbilled accounts to customers representing the company's right to consideration for the services transferred to date. Any amount previously recognised as contract assets is reclassified to trade receivable at the time it is invoiced to the customer.
Contract liabilities in the balance sheet constitutes advance payments and billings in excess of revenue recognised, the company expects to recognise such revenue in the next financial year.
There were no significant change in contract assets and contract liability during the reporting period except amount as mentioned in the table and the explanation given above.
Under the payment terms generally applicable to company's revenue generating activities, prepayments are received only to a limited extent. Typically, payment is due upon or after completion of the services.
47. CORPORATE SOCIAL RESPONSIBILITY EXPENDITURE AS PER SECTION 135 OF THE COMPANIES ACT, 2013
The aggregate amount of expenditure incurred during the year on Corporate Social Responsibility (CSR) is ' 184 lakhs (previous year ' 178 lakhs) and is shown separately under note 37 based on Guidance Note on Accounting for Expenditure on CSR Activities issued by the ICAI.
The amount required to be spent by the Company during the year is ' 184 lakhs (previous year ' 178 lakhs). No amount was spent during the year towards construction/acquisition of any asset relating to CSR expenditure and there are no outstanding amounts payables towards any other purposes.
As per Section 135 of the Companies Act, 2013, a company, meeting the applicability threshold, needs to spend at least 2% of its average net profit for the immediately preceding three financial years on corporate social responsibility (CSR) activities. Pursuant to said provision, the Company has constituted the CSR committee in earlier years. The funds are utilized throughout the year on the activities which are specified in Schedule VII of the Act. The utilization is primarily made by way of contribution to various Trusts Promoting education among children and promoting women empowerment promoting health care and sanitation, eradicating hunger, poverty and malnutrition and promoting education and vocational training, promotion and development of traditional arts and handicrafts, Promoting education and vocational training and employment enhancing vocation skills, especially among children, promoting gender equality and empowering women, Eradicating hunger, poverty and malnutrition and promoting education including special education and employment enhancing vocation skills especially among children.
The management assessed that the fair value of trade receivables, cash and cash equivalents, other Bank Balance, Other financial assets, Trade payables, Borrowings and other financials liabilities, approximate their carrying amounts largely due to the short-term maturities of these instruments. For financial assets and liabilities that are measured at fair value, the carrying amounts are equal to the fair values.
Fair Value Hierarchy
The following table provides the fair value measurement hierarchy of the company’s assets.
Quantitative disclosures fair value measurement hierarchy for assets as at March 31, 2026, March 31, 2025:
51. GRATUITY AND OTHER POST-EMPLOYMENT BENEFIT PLANS.
1. Defined Contribution Plans :
Amount of ' 448.31 Lakhs (31.03.2025 : ' 204.16 Lakhs) is recognized as an expense and included in Employee Benefit Expense in statement of profit and Loss, which includes provident fund and super annuation fund, Seamens provident fund, gratuity fund etc (refer note 34).
2. Defined Benefit Plans :
The Company has a defined benefit gratuity plan. Every employee (other than crew who have covered under separate scheme) who has completed five years or more of service gets a gratuity on departure at 15 days salary (last drawn salary) for each completed year of service. The scheme is funded with an insurance Company in the form of a qualifying insurance policy.
As on November 21,2025, the Government of India notified four Labour Codes effective immediately replacing the existing 29 labour laws.
The impact of implementation of the Labour Codes has resulted in an increase of ' 160.36 lakhs in the liabilities for defined benefit obligation. The amount has been measured and recognised based on management assessment of the impact on defined benefit obligation on such implementation and net incremental liability has been recognised as an employee benefits expenses during the year ended March 31,2026. The Company continues to monitor the finalisation of Central and State Rules, as well as Government clarification on other aspects of the Labour Codes, and will recognise the consequential impact, if any, based on such developments
Seamen's gratuity fund
The companies contribution towards gratuity in respect of seamens is paid to the seafarers welfare society as per the National maritime board agreement binding on the company.
The Obligation of the Company is limited to the amount contributed and it has no further contractual nor any constructive obligation.
The following tables summaries the components of net benefit expense recognized in the statement of profit and loss and other comprehensive income the funded status and amounts recognized in the balance sheet for the respective plans.
52. FINANCIAL RISK MANAGEMENT- OBJECTIVES AND POLICIES
The Company's principal financial liabilities, comprise loans and borrowings, trade and other payables. The main purpose of these financial liabilities is to finance the Company's operations. The Company's principal financial assets include loans, trade and other receivables, and cash and cash equivalents that derive directly from its operations.
The Company is exposed to market risk, credit risk and liquidity risk. The Company's senior management oversees the management of these risks. The management assures that the Company's financial risk activities are governed by appropriate policies and procedures and that financial risks are identified, measured and managed in accordance with the Company's policies and risk objectives.
The Board of Directors reviews and agrees policies for managing each of these risks, which are summarized below:
a. Market Risk
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: interest rate risk, currency risk and other price risk, such as equity price risk and commodity risk. Financial instruments affected by market risk include loans and borrowings.
The below assumption has been made in calculating the sensitivity analysis:
(1) The sensitivity of the relevant profit or loss item is the effect of the assumed changes in respective market risks. This is based on the financial assets and financial liabilities held at March 31,2026 and March 31,2025.
Interest Rate Risk
Interest rate risk is the risk that the fair value or future cash flows of financial instrument will fluctuate due to change in market interest rates. The company is not exposed to any significant interest rate risk as at the respective reporting dates.
Foreign Currency Risk
Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign exchange rates. The company's exposure to the risk of changes in foreign exchange rates relates primarily to the company's operating activities (when revenue or expense is denominated in a foreign currency). Currency risk arises when future commercial transactions and recognized assets and liabilities are denominated in a currency that is not the company's functional currency. The company's foreign currency transactions are mainly in United State Dollars (USD) refer note 48 for foreign balance as on March 31, 2026.
The Company manages its foreign currency risk by natural hedging.
The following tables demonstrate the sensitivity to a reasonably possible change in USD and other exchange rates, with all other variables held constant. The impact on the company's profit before tax is due to changes in the fair value of monetary assets and liabilities.
b. Credit Risk
Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. The Company is exposed to credit risk from its operating activities primarily trade receivables and from its financing activities, including deposits with banks, foreign exchange transactions and other financial instruments.
Trade Receivables:
Outstanding customer receivables are regularly monitored. An impairment analysis is performed at each reporting date on an individual basis for major clients. In addition, a large number of minor receivables are grouped into homogenous groups and assessed for impairment collectively. The calculation is based on exchange losses historical data. The maximum exposure to credit risk at the reporting date is the carrying value of each class of financial assets.
Financial Instruments and cash deposits
Credit risk from balances with banks is managed by the company's senior management. The company's maximum exposure to credit risk for the components of the balance sheet at March 31, 2026, March 31,2025 is the carrying amounts as illustrated in respective notes.
c. Liquidity risk
Liquidity risk is the risk that an enterprise will encounter difficulty in raising funds to meet commitments associated with financial instruments. Liquidity riskmay result from inabilityto sell a financial asset quickly at close to itsfair value. Liquidity risk is managed by monitoring on a regular basis that sufficient funds are available to meet any future commitments. The Company has sufficient unutilised credit facilities (fund and non fund based) amounting to ' 89.5 lakhs as at March 31, 2026 from its bank.
The table below summarizes the maturity profile of the company's financial liabilities based on contractual undiscounted payments as on 31 March 2026.
53. CAPITAL MANAGEMENT
For the purpose of the Company's capital management, capital includes issued equity capital, share premium and all other equity reserves attributable to the equity holders of the company. The primary objective of the company's capital management is to maximize the shareholder value.
The company manages its capital structure and makes adjustments to it, in light of changes in economic conditions. To maintain or adjust the capital structure, the company may adjust the dividend payment to shareholders, return capital to shareholders or issue new shares. The company monitors capital using debt equity ratio, The debt equity ratio as on March 31, 2026 is 22% (March 31, 2025: 18%). In the opinion of the board, the current assets, loan and advances are approximately of the value stated, if realized in the ordinary course of the business.
The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding that the Intermediary shall,
1. (a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of
the Company (Ultimate Beneficiaries) or (b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries except Company has given loan/made investment of INR 3.33 Crores during FY 25-26 comprising of equity investment of INR 1.71 Crores on 01/04/2025 and Preference shares of INR 25.09 Crores on 30/09/2025, and converted Loan of INR 161.83 Crores in to preference shares on 31/5/2025 to Seamec International UK Limited (Seamec UK) (wholly owned subsidiary of the company situated at 60 Cox lane, Unit 1 Chessington Trade park, Chessington England, KT9 1TW) with the understanding that the Seamec UK will provide these funds for purchase of property for Global Office cum Guest House in the name of Fountain House Combined Limited (FCL), wholly owned stepdown subsidiary of Seamec UK (held through Fountain House 74 Limited and Fountain House 84 Limited, wholly owned subsidiaries of Seamac UK). Seamec UK has used total amount of GBP 21.45 million (equivalent to INR 223.25 Crores) for purchase of above-mentioned property during FY 23-24 and also incurred expenses amounting to GBP 0.7 million in FY 2025-2026 equivalent to INR 8.64 Crores (G.B.P 0.5 million in FY 2024-25 equivalent to INR 5.17 Crores of which INR 3 Crores related to FY 24-25 and INR 2.17 Crores related to FY 23-24) relating to said property and operation.
The company has complied the relevant provisions of the Foreign Exchange Management Act, 1999 (42 of 1999) and Companies Act for above transactions and the transactions are not violative of the Prevention of Money-Laundering Act, 2002.
2. The Company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with
the understanding (whether recorded in writing or otherwise) that the Group shall:
(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or
(b) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
55. OTHER STATUTORY INFORMATION
(i) The Company does not have any Benami property, where any proceeding has been initiated or pending against the Company for holding any Benami property.
(ii) The Company does not have any transactions with companies struck off.
(iii) Quarterly returns of statement of current asset filed by the company with banks are in agreement with the books of account as on the date of submission of said return or statement.
(iv) The Company has not traded or invested in Crypto currency or Virtual currency during the financial year.
(v) The Company does not have any such transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961)
(vi) The Company has not been declared as Wilful defaulter by any Banks, Financial institution or Other lenders.
(vii) The Company has complied with the number of layers prescribed under clause (87) of Section 2 of the Companies Act, 2013 read with the Companies (Restriction on number of Layers) Rules, 2017.
(viii) The Company has used the borrowings from banks and financial institutions for the specific purpose for which they were obtained.
(ix) The Company does not have any charge or satisfaction which is yet to be registered with ROC beyond the statutory period except loan taken from HDFC bank for Seamec Agastya.
57. DIVIDEND ON EQUITY SHARES
The Board of Directors have recommended dividend of ' 2 per fully paid up equity share of ' 10/- each for the financial year 2025-26 is subject to the approval of the share holder in the ensuing Annual General Meeting.
58. PREVIOUS YEAR FIGURES
Previous year figures have regrouped / reclassified, where necessary, to conform to this year's classification.
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